What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-29 · 246 added, 311 removed, 1038 unchanged (35% of the section changed)

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 29, 2024 expressed an adverse opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation Allowance – Realizability of Deferred Tax Assets

Description of the Matter As more fully described in Note 16 to the consolidated financial statements, at December 31, 2023, the Company had deferred tax assets related to deductible temporary differences and carryforwards of $1.03 billion, net of a $378 million valuation allowance.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized based on the available sources of income.

Auditing management’s assessment of the realizability of its deferred tax assets involved complex auditor judgment because management’s estimate is highly subjective and based on significant assumptions that may be affected by future market or economic conditions, as well as management’s ability to execute against its forecasted plan.

How We Addressed the Matter in Our Audit Our audit procedures performed, among others, included evaluation of the assumptions used by the Company to develop the projections of future taxable income by tax-paying component and jurisdiction, and testing of the completeness and accuracy of the underlying data used in its projections as the primary source of income, as well as testing the Company’s analysis of the limitation related to tax character (capital vs.

ordinary), ordering rules and/or limited carryforward periods of the expiring deferred tax assets, and uncertain tax positions as a source of income, where applicable.

For example, we compared the projections of future taxable income with the actual results of prior periods, and we evaluated management’s consideration of current industry and economic trends.

We also assessed the historical accuracy of management’s projections and compared the projections of future taxable income with other forecasted financial information prepared by the Company.

We evaluated the Company’s disclosures included in Note 16 to the consolidated financial statements.

Sufficiency of audit evidence over revenue

Description of the Matter As more fully described in Note 2 to the consolidated financial statements, the Company derives its revenue primarily from subscription fees for domain registrations, website hosting, website security, and applications and commerce products, which it generally recognizes ratably over the related contractual terms.

The revenue stream accounting for the majority of the Company's revenue involves the use of several IT applications responsible for the initiation, processing, and recording of transactions originating from the Company's ecommerce websites based on the calculation of revenue in accordance with the Company's accounting policies.

The processing and recognition of revenue are highly automated and involve capturing and processing significant volumes of data.

We identified the evaluation of sufficiency of audit evidence over this revenue as a critical audit matter due to the large volume of data and the number of revenue accounting IT applications.

While this revenue consists of a large number of similar, individually low value transactions, the IT applications required a high degree of auditor judgment to evaluate the design of our audit procedures to ensure sufficiency of audit evidence obtained.

Subjective auditor judgment was required to evaluate that revenue data was captured and aggregated accurately and completely throughout these various IT applications.

Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over this revenue stream.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's accounting for this revenue stream, including IT general controls and application controls, controls over data interfaces, and procedures used to initiate, process, and record transactions.

For this revenue stream, we involved IT professionals with specialized skills and knowledge, who assisted in determining that the design of controls over the IT applications used by the Company in this revenue recognition process and the transfer of relevant revenue data between certain systems used in the revenue recognition process was appropriate.

Our audit procedures also included, among others, testing the completeness and accuracy of the underlying data within the Company's billing systems, performing data analytics to evaluate the completeness and accuracy of recorded revenue and deferred revenue amounts, testing samples of sales transactions to third-party documentation, and reviewing the Company's cash to billings reconciliations.

We also evaluated the Company's disclosures included in Note 2 to the consolidated financial statements.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

Description of the Matter As more fully described in Note 2 to the consolidated financial statements, the Company generates its revenue primarily from fees for domain registrations, website hosting, website security, and applications and commerce products, which are generally recognized ratably over the related contractual terms.

The majority of the Company's revenue recognition process involves the use of numerous systems responsible for the processing and recording of significant volumes of data and transactions, as well as the calculation of revenue in accordance with the Company's accounting policies.

Auditing certain portions of the Company's revenue recognition process was challenging and complex due to the high volume of transactions and the dependency on the design and operation of multiple proprietary information technology systems.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over certain portions of the Company's revenue recognition process.

We tested controls over the initiation and billing of sales, the recognition of revenue and deferred revenue and the Company's cash to billings reconciliation process.

We also tested, with involvement from information technology professionals, application controls related to appropriate revenue recognition and application controls related to the interfaces between key systems, which included controls related to access, data and the configuration of the key systems.

Our audit procedures included, among others, testing on a sample basis the completeness and accuracy of the underlying data within the Company’s billing and revenue systems, testing samples of sales transactions to source documentation, performing substantive analytical procedures and testing the Company's cash to billings reconciliations.

We also evaluated the appropriateness of the Company's related disclosures in the consolidated financial statements.

/s/ Ernst & Young LLP

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Total assets $ 8,235.4 $ 7,564.9

Liabilities and stockholders' equity (deficit)

Liabilities and stockholders' equity

Current liabilities:

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Commitments and contingencies

Stockholders' equity (deficit):

Stockholders' equity:

Preferred stock, $ 0.001 par value - 50,000 shares authorized;

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Class B common stock, $ 0.001 par value - 500,000 shares authorized;

259 and 312 shares issued and outstanding as of December 31, 2023 and 2022, respectively

none and 259 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Additional paid-in capital 2,611.8 2,271.6

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Accumulated other comprehensive income 132.5 111.2

Total stockholders' equity (deficit) attributable to GoDaddy Inc.

62.2 ( 331.8 )

Non-controlling interests — 2.5

Total stockholders' equity (deficit) 62.2 ( 329.3 )

Total liabilities and stockholders' equity (deficit) $ 7,564.9 $ 6,973.5

Total stockholders' equity 692.1 62.2

Total liabilities and stockholders' equity $ 8,235.4 $ 7,564.9

See accompanying notes to consolidated financial statements.

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2024 2023 2022

Applications & commerce $ 1,430.4 $ 1,279.7 $ 1,128.3

Applications and commerce $ 1,653.0 $ 1,430.4 $ 1,279.7

Core platform 2,920.2 2,823.7 2,811.6

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Change in foreign currency translation adjustment 16.1 ( 8.6 ) ( 22.1 )

( 8.6 ) ( 22.1 ) 45.9

Comprehensive income

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Repurchases of Class A common stock (1)

( 17,356 ) — — — — ( 1,272.9 ) — — ( 1,272.9 )

Stock option exercises 557 — — — 19.8 — — ( 0.2 ) 19.6

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Change in foreign currency translation adjustment — — — — — — ( 8.6 ) — ( 8.6 )

Impact of DNC Restructure 270 — — — 9.3 — — ( 2.5 ) 6.8

Vesting of restricted stock units and other 4,258 ( 0.1 ) ( 53 ) — 1.5 — 0.2 ( 0.6 ) 1.0

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Change in foreign currency translation adjustment — — — — — — 16.1 — 16.1

Impact of DNC Restructure 270 — — — 9.3 — — ( 2.5 ) 6.8

Vesting of restricted stock units and other 3,781 — ( 259 ) — ( 0.3 ) 0.1 — — ( 0.2 )

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__________________________________

(1) Includes a 1% excise tax on shares repurchased, net of the fair market value of new share issuances, of $ 8.5 million

(1) Includes a 1% excise tax on shares repurchased, net of the fair market value of new share issuances, of $ 0.4 million and $ 8.5 million, for the years ended December 31, 2024 and December 31, 2023, respectively.

See accompanying notes to consolidated financial statements.

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Net income $ 936.9 $ 1,375.6 $ 352.9

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 135.3 171.3 194.6

Equity-based compensation 299.9 296.3 264.4

Loss (gain) on derivative instruments ( 12.0 ) 27.6 6.3

Non-cash restructuring and other charges 6.1 10.4 15.1

(Gain) loss on derivative instruments ( 16.8 ) ( 12.0 ) 27.6

Deferred taxes ( 177.8 ) ( 993.2 ) ( 18.4 )

Loss on dispositions 16.5 — —

Other 49.0 79.1 77.2

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Investing activities

Purchases of short-term investments ( 40.0 ) — —

Maturities (purchases) of short-term investments 40.0 ( 40.0 ) —

Business acquisitions, net of cash acquired — — ( 72.5 )

Purchases of intangible assets — ( 35.4 ) ( 0.4 )

Net proceeds received from dispositions 12.7 — —

Purchases of property and equipment ( 26.6 ) ( 42.0 ) ( 59.7 )

Purchases of equity investments ( 0.5 ) — ( 40.0 )

Other investing activities, net 8.1 15.0 0.6

Net cash used in investing activities ( 102.4 ) ( 132.0 ) ( 635.6 )

Net cash provided by (used in) investing activities 21.5 ( 102.4 ) ( 132.0 )

Financing activities

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Issuance of term loans 4,214.8 1,759.9 1,725.3

Issuance of Senior Notes — — 800.0

Stock option exercises 6.9 19.6 19.9

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Repayment of term loans ( 4,237.1 ) ( 1,786.3 ) ( 1,789.9 )

Financing-related costs — ( 4.2 ) ( 9.6 )

Contingent consideration for business acquisitions ( 7.5 ) ( 9.3 ) ( 4.7 )

Other financing obligations ( 17.3 ) ( 14.7 ) ( 17.5 )

Net cash provided by (used in) financing activities ( 1,261.7 ) ( 1,326.7 ) 298.1

Net cash used in financing activities ( 677.4 ) ( 1,261.7 ) ( 1,326.7 )

Effect of exchange rate changes on cash and cash equivalents ( 1.6 ) 1.3 ( 2.7 )

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Cash and cash equivalents, end of period $ 1,089.0 $ 458.8 $ 774.0

Consolidated Statements of Cash Flows (continued)

(In millions)

Year Ended December 31,

2023 2022 2021

Cash paid during the period for:

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Operating lease assets obtained in exchange for operating lease obligations $ 11.5 $ 8.3 $ 14.9

Acquisition date fair value of contingent consideration $ — $ — $ 18.5

Accrued purchases of property and equipment at period end $ 0.5 $ 1.9 $ 12.4

Share repurchases not yet settled $ — $ 5.8 $ —

See accompanying notes to consolidated financial statements.

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Description of Business

We deliver simple, easy-to-use cloud-based products, outcome-driven, personalized guidance and ease and access to payment systems.

We deliver simple, easy-to-use cloud-based solutions, outcome-driven, personalized guidance in a one-stop shop solution with ease and access to our payment solutions.

Our products enable our customers to establish a digital presence, connect with their customers and manage their presence.

We are the sole managing member of Desert Newco, LLC (Desert Newco), and as a result, we consolidate its financial results and report non-controlling interests representing the economic interests held by other members.

The calculation of non-controlling interests excludes any net income attributable directly to GoDaddy Inc.

As of December 31, 2023, we owned 100.0 % of Desert Newco.

On December 11, 2023, we completed a series of transactions (the DNC Restructure) designed to simplify our capital structure, commonly referred to as an "Up-C" structure, and provide us with additional strategic flexibility which resulted in Desert Newco becoming a wholly-owned subsidiary of GoDaddy Inc.

Pursuant to the DNC Restructure, 271 Limited Liability Company Units (LLC Units) of Desert Newco not held by us or our subsidiaries were cancelled and converted into 271 newly issued shares of our Class A common stock.

Each LLC Unit formerly held by such other unitholders was paired with one share of our Class B common stock, which shares of Class B common stock remained outstanding immediately following the DNC Restructure.

To the extent the shares of Class B common stock remain outstanding, the holders are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders, but such shares have no economic rights and are non-transferrable.

As of December 31, 2023, 259 Class B shares were outstanding.

On December 11, 2023, we completed a series of transactions (the DNC Restructure) designed to simplify our then-existing capital structure, commonly referred to as an "Up-C" structure, and provide us with additional strategic flexibility.

Completion of these transactions resulted in Desert Newco LLC (Desert Newco) becoming a wholly-owned subsidiary of GoDaddy Inc.

Pursuant to the DNC Restructure, all limited liability company units of Desert Newco not held by us or our subsidiaries were cancelled and converted into newly issued shares of our Class A common stock.

Subsequent to the DNC Restructure, on January 1, 2024, Desert Newco was converted from a partnership to a disregarded entity and as a result we are now treated as a consolidated C corporation group for U.S.

income tax purposes.

Basis of Presentation

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Prior Period Reclassifications

Reclassifications of certain immaterial prior period amounts have been made to conform to the current period presentation.

Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

GAAP requires us to make estimates and assumptions affecting amounts reported in our financial statements.

Our more significant estimates include:

• the relative stand-alone selling price (SSP) of the indicated performance obligations included in revenue arrangements with multiple performance obligations;

• the estimated reserve for refunds;

• the fair value of assets acquired and liabilities assumed in business acquisitions;

• the assessment of recoverability of our goodwill, intangible assets and long-lived assets;

• the estimated useful lives of intangible and depreciable assets;

• the fair value of financial instruments;

• the recognition, measurement and valuation of current and deferred income taxes;

• the recognition and measurement of loss contingencies, indirect tax liabilities and certain accrued liabilities.

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes.

Estimates are used for, but not limited to, revenue recognition, valuation of business combinatio ns, valuation of acquired indefinite-lived intangibles and income taxes.

We periodically evaluate our estimates and adjust prospectively, if necessary.

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Short-Term Investments

Our short-term investments consist of instruments with a remaining maturity in excess of 90 days at the date of acquisition, which are carried at fair value.

The estimated fair value of our short-term investments is determined based on quoted market prices and approximated historical cost.

Short-term investments consist of instruments with a remaining maturity in excess of 90 days at the date of acquisition, which are carried at fair value.

The estimated fair value of short-term investments is determined based on quoted market prices and approximated historical cost.

We did not have any material realized or unrealized gains or losses on sales of short-term investments during any of the periods presented.

We classify our short-term investments as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date.

We may sell our short-term investments at any time for use in current operations or for other purposes, even if they have not yet reached maturity.

As a result, we classify our short-term investments, including investments with maturities beyond 12 months, as current assets.

We classify short-term investments as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date.

We may sell short-term investments at any time for use in current operations or for other purposes, even if they have not yet reached maturity.

As a result, we classify all short-term investments, including investments with maturities beyond 12 months, as current assets.

Registry Deposits

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We capitalize and amortize certain implementation costs related to cloud computing arrangements as well as costs incurred to develop software for internal-use during the application development phase.

Costs related to the design or maintenance of internal-use software are included in technology and development expenses as incurred.

Costs related to the design or

maintenance of internal-use software are included in technology and development expenses as incurred.

We capitalized $ 12.8 million and $ 17.9 million of such costs during 2024 and 2023, respectively.

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Any identified impairment losses are treated as permanent reductions in the carrying amounts of the assets.

Our qualitative analysis did not indicate impairment of our indefinite-lived assets during any of the periods presented.

Long-Lived and Finite-Lived Intangible Assets

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For each derivative instrument designated as a hedge, we formally document, at inception, the related risk management strategy and objective, including identification of the hedging instrument, the hedged item and the risk of exposure.

In addition, we formally assess, both at the inception and at least quarterly thereafter, whether the financial instruments used in the hedging transactions are effective at offsetting changes in either the fair values or cash flows of the relating underlying exposures.

In addition, we formally assess,

both at the inception and at least quarterly thereafter, whether the financial instruments used in the hedging transactions are effective at offsetting changes in either the fair values or cash flows of the relating underlying exposures.

Our derivative instruments are recorded at fair value on a gross basis.

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• pay-fixed rate, receive-floating rate interest rate swaps to effectively convert portions of our variable-rate debt to fixed.

We reflect unrealized gains or losses on our cash flow hedges as components of accumulated other comprehensive income (loss) (AOCI).

We reflect unrealized gains or losses on cash flow hedges as components of accumulated other comprehensive income (loss) (AOCI).

Gains and losses on these instruments are recorded as a component of AOCI until the underlying transaction is recorded in earnings.

When the hedged item is realized, gains or losses are reclassified from AOCI to earnings

within the same line items as the underlying transactions.

When the hedged item is realized, gains or losses are reclassified from AOCI to earnings within the same line items as the underlying transactions.

At inception, and each reporting period, we evaluate the effectiveness of each of our hedges, and all hedges were determined to be effective.

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We lease office and data center space in various locations.

We determine whether a contract contains a lease at contract inception.

We initially recognize and measure contracts containing a lease and determine lease classification at commencement.

We have lease agreements with lease and non-lease components and have elected to account for such components as a single lease component.

This election is made by class of underlying asset and was elected for our leases of office space, data center space and server equipment.

We initially recognize and measure contracts containing a lease and determine lease classification at commencement.

Right-of-use (ROU) assets and operating lease liabilities are measured based on the estimated present value of lease payments over the lease term.

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Variable lease costs, such as management fees, insurance, and common area maintenance, are not included in the measurement of ROU assets and lease liabilities and are expensed as incurred.

On our balance sheets, assets and liabilities associated with operating leases are included within operating lease assets, accrued expenses and other current liabilities and operating lease liabilities.

On our balance sheets, assets and liabilities associated with operating leases are included within operating lease assets, accrued expenses and other current

liabilities and operating lease liabilities.

Assets and liabilities associated with finance leases are included in property and equipment, net, accrued expenses and other current liabilities and other long-term liabilities.

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Fair market value adjustments (1)

Impairment losses (1)

Additional investments 0.5

Equity investments as of December 31, 2023 53.1

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Investment gains and losses are recorded in other income (expense), net.

Valuations of privately held securities are inherently complex and require judgment due to the lack of readily available observable market data.

A security's carrying value is not adjusted if there are no observable price changes in a same or similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment.

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If an investment is considered impaired, we recognize an impairment loss and establish a new carrying value for the investment.

Our analysis did not indicate impairment of our investments as of December 31, 2023.

Our analysis did not indicate impairment or fair market value adjustments of our investments during the year ended December 31, 2024.

Foreign Currency

Our functional and reporting currency is the U.S.

Assets denominated in foreign currencies are remeasured into United States (U.S.) dollars at period-end exchange rates.

Foreign currency-based revenue and expense transactions are measured at transaction date exchange rates.

Our reporting currency is the United States (U.S.) dollar.

Assets denominated in foreign currencies are translated into U.S.

dollars at period-end exchange rates.

Foreign currency-based revenue and expenses are translated at average exchange rates prevailing throughout the period.

Translation adjustments are included in equity in the CTA component of AOCI.

Foreign currency remeasurement gains and losses are recorded in other income (expense), net and were $( 4.7 ) million, $( 9.6 ) million and $( 15.7 ) million during 2024, 2023 and 2022, respectively.

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Revenue Recognition

Revenue is recognized when control of the promised product or service (product) is transferred to our customers, in an amount reflecting the consideration we expect to be entitled to in exchange for such product.

Revenue is recognized when control of the promised good or service (product) is transferred to our customers, in an amount reflecting the consideration we expect to be entitled to in exchange for such product.

We typically receive payment at the time of sale, the purpose of which is to provide our customers with a simplified and predictable way of purchasing our products.

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Revenue is recognized net of allowances for returns and applicable transaction-based taxes collected from customers.

Our products are generally sold with a right of return within our policy, which is accounted for as variable consideration when estimating the amount of revenue to recognize.

Refunds are estimated at contract inception using the expected value method based on historical refund experience and updated each reporting period as additional information becomes available and only to the extent it is probable a significant reversal of any incremental revenue will not occur.

Our products, which generally include a refund period, are accounted for as variable consideration when estimating the amount of revenue to recognize.

Refunds are estimated at contract inception using the expected value method based on

historical refund experience and updated each reporting period as additional information becomes available and only to the extent it is probable a significant reversal of any incremental revenue will not occur.

Refunds result in a reduced amount of revenue recognized over the contract term of the applicable product.

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Applications and Commerce .

A&C revenue primarily consists of revenue from sales of products containing proprietary software such as Websites + Marketing and Managed WordPress and commerce products such as payment processing fees and point-of-sale (POS) hardware as well as sales of third-party email and productivity solutions such as Microsoft 365.

A&C revenue primarily consists of revenue from sales of products containing proprietary software such as Websites + Marketing and Managed WordPress and commerce products including payment processing fees as well as sales of third-party email and productivity solutions such as Microsoft 365.

A&C revenue also includes revenue from sales of products, such as website security products, when they are included in bundled offerings of our proprietary software products.

Consideration is generally recorded as deferred revenue when received, which is typically at the time of sale, and revenue from most A&C products is recognized ratably over the period in which the performance obligations are satisfied, which is typically over the contract term.

Payment processing fee revenue is recognized at the time of the transaction and revenue from the sale of POS hardware is recognized at the time when ownership is transferred to the customer.

Payment processing fee revenue is recognized at the time of the transaction.

Core Platform .

Core revenue primarily consists of revenue from sales of domain registrations and renewals, aftermarket domain sales, website hosting products and website security products when not included in bundled offerings of our proprietary software products.

Core revenue primarily consists of revenue from sales of domain registrations and renewals, aftermarket domain sales, website hosting and security products when not included in bundled offerings of our proprietary software products.

Core revenue also includes revenue from sales of products not containing a software component such as professional web services as well as fee surcharges paid to ICANN.

Consideration is generally recorded as deferred revenue when received, which is typically at the time of sale, and revenue from most Core products is recognized ratably over the period in which the performance obligations are satisfied, which is typically over the contract term.

Aftermarket domain revenue is recognized at the time when ownership of the domain is transferred to the buyer.

Aftermarket domain revenue is recognized at the time when control of the domain is transferred to the buyer.

Disaggregated Revenue

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Revenue is recognized ratably over the period in which the performance obligations are satisfied, which is generally over the contract term.

For each domain registration or renewal we provide, we have one performance obligation to our customers consisting of two promises:

(1) to ensure the exclusive use of the domain during the applicable registration term and (2) to ensure the domain is accessible and appropriately directed to its underlying content.

For each domain registration or renewal we provide, we have one performance obligation consisting of two promises to ensure that:

(1) the customer has the exclusive use of the domain during the applicable registration term and (2) the domain is accessible and appropriately directed to its underlying content.

After the contract term expires, unless renewed, the customer can no longer access or use the domain.

We have determined these promises are not distinct within the context of our contracts as they are highly interdependent and interrelated and are inputs to a combined benefit.

We have determined these promises are not distinct within our contracts as they are highly interdependent and interrelated and are inputs to a combined benefit.

Accordingly, we concluded that each domain registration or renewal represents one product offering and is a single performance obligation.

We may also offer specific arrangements, such as our Websites + Marketing solution, in which we include promises to transfer multiple performance obligations in a single product offering.

For such arrangements, we allocate the transaction price to each of the underlying distinct performance obligations based on its relative SSP, as described below.

For such arrangements, we allocate the transaction price to each of the underlying distinct performance obligations based on its relative stand-alone selling price (SSP), as described below.

We have determined that generally each of our other products constitutes an individual product offering to our customers, and therefore have concluded that each is a single performance obligation.

For arrangements with multiple performance obligations, we allocate revenue to each distinct performance obligation based on its relative SSP.

We use judgment to determine SSP based on prices charged to customers for individual products, taking into consideration factors including historical and expected discounting practices, the size, volume and term length of transactions, customer demographics, the geographic areas in which our products are sold and our overall go-to-market strategy.

We determine SSP based on prices charged to customers for individual products, taking into consideration factors including discounting practices, the size, volume and term length of transactions, and the geographic areas in which our products are sold.

Our products with multiple performance obligations often have observable SSP in the form of contractually stated list prices as we commonly sell our products or services separately to similar customers.

Principal versus Agent Considerations

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The determination of gross or net revenue recognition is reviewed on a product-by-product basis and is dependent on our determination as to whether we act as principal or agent in the transaction.

Revenue associated with sales of our products through a network of resellers is generally recorded on a net basis.

Revenue associated with sales of aftermarket domains and third party solutions where we act as a reseller of products provided by others is generally recorded on a gross basis as we have determined that we control the product before transferring it to our end customers.

Revenue from sales of certain third party solutions, including Microsoft 365, where we act as a reseller of products provided by others is recorded on a gross basis as we have determined that we control the product before transferring it to the end customer.

Revenue from aftermarket domain sales, excluding certain immaterial reseller arrangements, is recorded on a gross basis as we have determined that we take control of the domain before transferring it to the end customer.

Commissions paid to resellers are capitalized and amortized to cost of revenue consistent with the pattern of transfer of the products purchased.

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Amortization expense of such asset was $ 793.1 million, $ 765.3 million and $ 717.1 million during 2024, 2023 and 2022, respectively.

No other material contract costs were capitalized during any of the periods presented.

No other contract costs were capitalized as they were not material.

Operating Expenses

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Restructuring and Other

Restructuring and other for 2023 primarily represents:

(i) charges related to the restructuring activities implemented during 2023, which were undertaken to reduce future operating expenses and improve cash flows through a combination of

reductions in force and the sale of certain assets and liabilities of our hosting business within our Core segment;

and (ii) a charge incurred in the second quarter of 2023 related to the termination of a revenue sharing agreement.

Restructuring and other for 2024 and 2023 primarily represents:

(i) charges related to the restructuring activities which were undertaken to reduce future operating expenses and improve cash flows through a combination of reductions in force as well as the sale of certain assets and liabilities of our hosting business within our Core segment in 2023, and (ii) a charge incurred in 2023 related to the termination of a revenue sharing agreement.

Restructuring and other for 2022 consists primarily of severance and other exit costs as well as charges recorded in connection with the impairment and gains and losses on disposition of certain assets.

Equity-Based Compensation

We have granted stock options at exercise prices equal to the fair market value of our Class A common stock on the grant date.

We have granted both stock options and restricted stock units (RSUs) vesting solely upon the continued service of the recipient as well as performance-based awards (PSUs) with vesting based on either (i) our achievement of specified financial targets or (ii) our relative total stockholder return (TSR) as compared to a selected index of public Internet companies.

We recognize the accounting grant date fair value of equity-based awards as compensation expense over the required service period of each award, taking into account the probability of our achievement of associated performance targets.

On the settlement date of each three-year performance period associated with our TSR-based PSU grants, and only if a participant remains a Service Provider (as defined in the 2015 Equity Incentive Plan) on such date, a participant will receive shares of our Class A common stock ranging from 0 % to 200 % of the originally granted PSUs based on our relative TSR as compared to the companies within the selected index.

We typically grant restricted stock units (RSUs) with vesting based solely upon the continued service of the recipient and performance-based awards (PSUs) with vesting based on our relative total stockholder return (TSR) as compared to a selected index of public Internet companies.

We recognize the accounting grant date fair value of equity-based awards as compensation expense over the required service period of each award.

On the settlement date of each three-year performance period associated with our TSR-based PSU grants, and only if a participant remains a Service Provider (as defined in the equity plan applicable to each grant) on such date, a participant will receive shares of our Class A common stock ranging from 0 % to 200 % of the originally granted PSUs based on our relative TSR as compared to the companies within the selected index.

Vesting of the PSUs is subject to the TSR market condition as well as approval of the performance by our board of directors following the end of each performance period.

Equity-based awards are accounted for using the fair value method.

RSUs and financial-based PSUs are measured based on the fair market value of the underlying common stock on their respective accounting grant dates.

Grant date fair values for stock options, which we last granted in 2020, are determined using the Black-Scholes option pricing model and a single option award approach.

The accounting grant date for financial-based PSUs is the date on which the applicable performance criteria are approved by our board of directors.

Equity-based awards are valued using the fair value method, which for RSUs is the fair market value of the underlying common stock on the grant date.

The fair value of shares issued under our employee stock purchase plan is estimated on the first day of each offering period using the Black-Scholes option pricing model.

We utilize an estimated forfeiture rate in our equity-based compensation expense calculations, which is based on an analysis of historical data.

The cumulative effect of any changes to the forfeiture rate is recognized in the period in which the estimate is changed.

We estimate the grant-date fair value of the TSR-based PSUs using a Monte Carlo simulation which requires assumptions for expected volatility, risk-free rate of return and dividend yield.

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Equity-based compensation expense for these PSUs is recognized over the requisite service period, regardless of whether the TSR market condition is satisfied.

We utilize an estimated forfeiture rate in our equity-based compensation expense calculations, which is based on an analysis of historical data.

The cumulative effect of any changes to the forfeiture rate is recognized in the period in which the estimate is changed.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (DTAs) and liabilities (DTLs) for the expected future tax consequences of events included in the financial statements.

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In evaluating our ability to realize our DTAs, in full or in part, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, prudent and feasible tax planning strategies and recent results of operations.

We record uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more-likely-than-not the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions meeting the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

We record uncertain tax positions on the basis of a two-step process in which:

(i) we determine whether it is more-likely-than-not the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions meeting the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Interest and penalties related to income taxes are included in benefit (provision) for income taxes.

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Derivative financial instruments are measured at fair value on the contract date and are subsequently remeasured each reporting period using inputs such as spot rates, discount rates and forward rates.

There are not active markets for the hedge contracts themselves;

There are no active markets for the hedge contracts themselves;

however, the inputs used to calculate the fair value of the instruments are tied to active markets.

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Time deposits 144.9 — — 144.9

Short-term investments:

Time deposits 40.0 — — 40.0

Notice deposits 140.0 — — 140.0

Derivative assets — 172.7 — 172.7

Total assets $ 284.9 $ 307.2 $ — $ 592.1

Derivative liabilities $ — $ 46.4 $ — $ 46.4

Total liabilities $ — $ 46.4 $ — $ 46.4

December 31, 2023

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Commercial paper $ — $ 39.6 $ — $ 39.6

Time deposits and money market funds 347.3 — — 347.3

Time deposits 40.0 — — 40.0

Short-term investments:

Time deposits 40.0 — — 40.0

Derivative assets — 128.6 — 128.6

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Derivative liabilities $ — $ 46.4 $ — $ 46.4

Total liabilities $ — $ 4.9 $ — $ 4.9

We have no other material assets or liabilities measured at fair value on a recurring basis.

We determine whether substantially all of the fair value of assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.

If this threshold is met, the single asset or group of assets, as applicable, is accounted for as an asset acquisition.

If this criteria is met, the single asset or group of assets, as applicable, is accounted for as an asset acquisition.

If the threshold is not met, further assessment is undertaken to ascertain whether the acquisition meets the definition of a business.

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In November 2023, the Financial Standards Accounting Board (FASB) issued guidance to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

This update is effective for our 2024 fiscal year and interim periods in fiscal year 2025, with early adoption permitted.

We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

This update is effective for our 2024 fiscal year and interim periods in fiscal year 2025.

See Note 18 for additional disclosures including the amount and composition of other segmented expenses.

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in this guidance require additional disclosures about income taxes, primarily focused on the disclosure of income taxes paid and the rate reconciliation table.

The new guidance will be effective for the our 2025 fiscal year, with early adoption permitted.

The new guidance will be effective for our 2025 fiscal year, with early adoption permitted.

We are currently evaluating the impact of this standard on our disclosures within our consolidated financial statements.

In November 2024, the FASB issued guidance requiring public business entities to disaggregate disclosure of income statement expenses.

The amendment does not change the expense captions an entity presents on the face of the income statement;

rather, it requires disaggregation of certain expense captions into specified categories within the footnotes to the financial statements.

This update is effective for our 2026 fiscal year and interim periods in fiscal year 2027, with early adoption permitted.

We are currently evaluating the impact of this standard on our disclosures within our consolidated financial statements.

Business Acquisitions

2022 Acquisition

In July 2022, we completed the acquisition of Dan.com for net cash consideration of $ 69.6 million.

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The aggregate purchase price was allocated based upon our assessment of acquisition-date fair values with $ 56.3 million allocated to goodwill, none of which is tax deductible, $ 17.6 million to identified finite-lived intangible assets and $ 4.3 million of net liabilities assumed.

The identified finite-lived intangible assets, which primarily consist of developed technology and customer relationships, were valued using an income-based approach and had a total weighted-average

amortization period of 3.3 years.

The identified finite-lived intangible assets, which primarily consist of developed technology and customer relationships, were valued using an income-based approach and had a total weighted-average amortization period of 3.3 years.

The recognition of goodwill was made based on the strategic benefits we expected to realize from the acquisition.

2021 Acquisitions

In February 2021, we completed the acquisition of Poynt Co.

(now known as GoDaddy Payments) for $ 297.1 million in cash consideration to expand our commerce capabilities.

GoDaddy Payments offers a suite of products allowing small businesses to sell and accept payments anywhere, including point-of-sale systems, payments, invoicing and transaction management.

At closing, we also paid an additional $ 29.4 million in cash that was recorded as compensation expense during the three months ended March 31, 2021.

The acquisition agreements also call for up to $ 45.0 million in additional compensatory cash payments subject to certain performance and employment conditions over the three-year period following the closing date.

We paid $ 6.9 million and $ 14.3 million of these compensatory payments in 2023 and 2022, respectively.

During 2021, we completed two other acquisitions for aggregate purchase consideration of $ 65.7 million in cash paid at closing and additional contingent earn-out payments of up to $ 18.5 million subject to the achievement of certain operational and financial milestones over the two year periods following the respective closing dates which have been settled as of December 31, 2023.

The aggregate purchase price of these three acquisitions was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of each acquisition date, with the excess recorded to goodwill.

The recognition of goodwill, none of which is deductible for income tax purposes, was made based on strategic benefits we expect to realize from the acquisitions.

The following table summarizes the acquisition date fair values of the aggregate assets acquired and liabilities assumed:

Total purchase consideration $ 381.3

Fair value of assets acquired and liabilities assumed:

Cash and cash equivalents 4.2

Indefinite-lived intangibles assets 1.3

Finite-lived intangible assets 66.0

Other assets and liabilities, net ( 0.5 )

Total assets acquired, net of liabilities assumed 71.0

Goodwill $ 310.3

The identified finite-lived intangible assets, which were valued using either an income or cost-based approach, primarily consist of developed technology and customer relationships, and had a total weighted-average amortization period of 4.1 years.

Pro forma financial information is not presented because the acquisitions occurring in each of the years ended December 31, 2022 and 2021 were not material to our financial statements, either individually or in the aggregate.

Other Acquisition-Related Payments

During 2023, 2022 and 2021, we made $ 10.5 million, $ 12.3 million and $ 15.5 million of aggregate holdback and contingent consideration payments related to business acquisitions, respectively.

Pro forma financial information is not presented because the acquisition occurring in the year ended December 31, 2022 was not material to our financial statements, either individually or in the aggregate.

Goodwill and Intangible Assets

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goodwill related to disposition of businesses — ( 1.7 ) ( 1.7 )

Other adjustments — ( 3.9 ) ( 3.9 )

Balance at December 31, 2024 $ 1,493.1 $ 2,025.8 $ 3,518.9

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$ 1,782.2 $ ( 623.6 ) $ 1,158.6

During 2023, we completed two purchases of indefinite-lived domain portfolio intangible assets and related finite-lived customer-related intangible assets for a total of $ 35.4 million in cash and a variable earn-out of up to $ 4.0 million.

During 2021, we purchased intangible assets for a total of $ 200.1 million in cash.

One of these purchases also included a variable earn-out payment of up to $ 12.0 million based on the achievement of specified future performance conditions.

$ 1.5 million payment was made in 2023 which settled the variable earn-out obligation.

These purchases primarily consisted of a number of top-level domains (TLDs), of which $ 186.8 million were recorded as indefinite-lived contractual-based intangible assets.

Amortization expense was $ 78.5 million, $ 104.9 million and $ 128.9 million during 2024, 2023 and 2022, respectively.

As of December 31, 2023, the weighted-average remaining amortization period for amortizable intangible assets was 27 months for customer-related intangible assets, 24 months for developed technology and 45 months for trade names and other, and was 30 months in total.

As of December 31, 2024, the weighted-average remaining amortization period for amortizable intangible assets was 16 months

for customer-related intangible assets, 13 months for developed technology and 36 months for trade names and other, and was 20 months in total.

Based on the balance of finite-lived intangible assets at December 31, 2024, expected future amortization expense is as follows:

Year Ending December 31:

Thereafter 1.2

Stockholders' Equity

Certificate of Incorporation

Our amended and restated certificate of incorporation authorized the issuance of up to 1,000,000 shares of Class A common stock, up to 500,000 shares of Class B common stock and up to 50,000 shares of undesignated preferred stock, each having a par value of $ 0.001 per share.

Our restated certificate of incorporation authorized the issuance of up to 1,000,000 shares of Class A common stock, up to 500,000 shares of Class B common stock and up to 50,000 shares of undesignated preferred stock, each having a par value of $ 0.001 per share.

Shares of Class A common stock have both economic and voting rights.

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Holders of Class A and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote.

Shares of Class B common stock are transferable only together with an equal number of LLC Units if we, at the election of an owner, exchange LLC Units for shares of Class A common stock.

No LLC Units were outstanding as of December 31, 2023 and therefore the outstanding Class B common stock is not transferable into additional Class A common stock as a result of the DNC Restructure as described in Note 1.

No Class B shares were outstanding as of December 31, 2024.

Share Repurchases

In August 2021, we entered into an accelerated share repurchase agreement (ASR) to repurchase shares of our Class A common stock in exchange for an up-front payment of $ 250.0 million.

The total number of shares ultimately delivered under the ASR, and therefore the average repurchase price paid per share, was determined based on the volume weighted-average price of our stock during the purchase period.

The shares received were retired at the time of delivery and the up-front payment was accounted for as a charge to accumulated deficit.

The ASR was a forward contracts indexed to our Class A common stock and met all of the applicable criteria for equity classification;

therefore, it was not accounted for as a derivative instrument.

The ASR was completed during 2021 and we repurchased a total of 3,425 shares of our Class A common stock at an average price of $ 72.99 per share under this arrangement.

Expenses incurred in connection with the ASR were recorded as a charge to accumulated deficit.

In January 2022, our board of directors approved the repurchase of up to an additional $ 2,251.0 million of our Class A common stock.

Such approval was in addition to the amount remaining available for repurchases under prior board approvals, such that we had authority to repurchase up to $ 3,000.0 million of our Class A common stock.

Shares may be repurchased in open market purchases, block transactions and privately negotiated transactions, in accordance with applicable federal securities laws.

This authorization has no time limits, does not obligate us to make any repurchases and may be modified, suspended or terminated by us at any time without prior notice.

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

The ASRs were completed in May 2022 and we repurchased a total of 9,202 shares

of our Class A common stock at an average price of $ 81.50 per share under these arrangements.

Expenses incurred in connection with the ASRs were recorded as a charge to accumulated deficit.

In August 2023, our board of directors approved the repurchase of up to an additional $ 1,000.0 million of our Class A common stock.

Such approval was in addition to the amount available for repurchases under prior approvals of our board of directors, such that our total approved authority under the program is $ 4,000.0 million of shares of our Class A common stock through 2025.

Shares may be repurchased in open market purchases, block transactions and privately negotiated transactions, in accordance with applicable federal securities laws.

This authorization has no time limits, does not obligate us to make any repurchases and may be modified, suspended or terminated by us at any time 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.

The ASRs were completed in 2022 and we repurchased a total of 9,202 shares of our Class A common stock at an average price of $ 81.50 per share under these arrangements.

The shares received were retired at the time of delivery and the upfront payment was accounted for as an increase in accumulated deficit.

The ASRs were forward contracts indexed to our Class A common stock and met all of the applicable criteria for equity classification, therefore, the ASRs were not accounted for as derivative instruments.

In 2024, we entered into ASRs to repurchase shares of our Class A common stock, pursuant to which, we made upfront payments totaling $ 245.0 million.

No shares were initially received in connection with these ASRs.

The total number of shares ultimately delivered under each ASR, and therefore the average purchase price paid per share, were determined based on the VWAP of our stock during the applicable purchase period less an agreed upon discount and subject to a cap.

The ASRs were completed in 2024 and we repurchased a total of 1,353 shares of Class A common stock for $ 188.9 million at an average price of $ 139.65 per share, and a partial repayment of the upfront payment resulting from the cap, in the amount of $ 56.1 million in cash.

The shares received were retired at the time of delivery and the upfront payment was accounted for as an increase in accumulated deficit.

In addition to the ASRs discussed above, we also made the following open market repurchases of our Class A common stock:

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Equity-Based Compensation Plans

On March 31, 2015, we adopted the 2015 Equity Incentive Plan (the 2015 Plan).

As of December 31, 2023, 31,496 shares were available for issuance as future awards under the plan.

On March 31, 2015, we adopted the 2015 Employee Stock Purchase Plan (the ESPP).

As of December 31, 2023, 4,605 shares were available for issuance under the plan.

At our Annual Meeting of Stockholders on June 6, 2024 (the Annual Meeting), our stockholders approved the adoption of the GoDaddy Inc.

2024 Omnibus Incentive Plan (the 2024 Plan), which replaced our 2015 Equity Incentive Plan on a prospective basis.

Under the 2024 Plan, we may grant shares of our Class A common stock in the form of stock options, stock appreciation rights, restricted stock, RSUs, performance awards, PSUs and other stock- and cash-based awards.

9,085 shares of Class A common stock were initially reserved for issuance under the 2024 Plan.

If any award granted under the 2024 Plan or the 2015 Equity Incentive Plan expires or is canceled, forfeited, or otherwise settled without the issuance of Class A common stock, the Class A common stock covered by such award will return to the pool of reserved shares for issuance and will be available for subsequent grants under the terms of the 2024 Plan.

At the Annual Meeting, our stockholders also approved the adoption of the GoDaddy Inc.

2024 Employee Stock Purchase Plan (the 2024 ESPP), which replaced the 2015 Employee Stock Purchase Plan on a prospective basis.

Under the 2024 ESPP, 4,605 shares of our Class A common stock are reserved for issuance.

The 2024 ESPP enables eligible employees to purchase our Class A common stock at a price per share equal to 85 % of the fair market value of our Class A common stock on the first trading day of the offering period or the last trading day of the offering period, whichever is lower.

Equity Plan Activity

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Forfeited ( 1 ) 17.24

Outstanding at December 31, 2023 845 49.60 4.1 47.8

Vested at December 31, 2023 843 49.54 4.1 47.7

Outstanding and vested at December 31, 2024 645 54.28 3.5 92.3

The following table summarizes stock award activity:

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TSR-based PSUs 265

TSR-based PSU achievement above target 91

Vested ( 4,215 )

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_________________________________

(1) The balance of outstanding awards is comprised of the following:

(1) The balance of outstanding awards consisted of the following:

Number of Shares of Class A Common Stock (#) Weighted Average Fair Value Per Share ($)

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Financial-based PSUs granted for accounting purposes 25 77.23

Financial-based PSUs not yet granted for accounting purposes 25 n/a

Outstanding at December 31, 2023 6,257

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TSR-based PSUs 651 142.30

Financial-based PSUs granted for accounting purposes 25 77.23

Outstanding at December 31, 2024 4,955

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$ 883.2 $ 802.4

The increase in the deferred revenue balance is primarily driven by payments received in advance of satisfying our performance obligations, offset by $ 2,074.4 million of revenue recognized during 2023 that was included in the deferred revenue balance as of December 31, 2022.

The increase in deferred revenue is primarily driven by payments received in advance of satisfying our performance obligations, offset by $ 2,177.4 million of revenue recognized during 2024 that was included in the deferred revenue balance as of December 31, 2023.

Deferred revenue as of December 31, 2024 represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are expected to be satisfied, as follows:

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Accrued marketing and advertising 15.6 12.3

Accrued restructuring costs 7.4 —

Accrued interest 12.3 13.6

Other 79.5 86.3

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2029 Term Loans (effective interest rate of 7.6 % at December 31, 2024 and 8.4 % at December 31, 2023)

August 10, 2027 $ 723.8 $ 731.3

2029 Term Loans (effective interest rate of 8.4 % at December 31, 2023 and 4.1 % at December 31, 2022)

November 10, 2029 $ 1,458.9 $ 1,752.3

2027 Senior Notes (effective interest rate of 5.4 % at December 31, 2023 and December 31, 2022)

2031 Term Loans (effective interest rate of 7.2 % at December 31, 2024)

May 31, 2031 995.0 —

2027 Term Loans (effective interest rate of 7.4 % at December 31, 2023)

August 10, 2027 — 723.8

2027 Senior Notes (effective interest rate of 5.4 % at December 31, 2024 and 5.4 % at December 31, 2023)

December 1, 2027 600.0 600.0

2029 Senior Notes (effective interest rate of 3.6 % at December 31, 2023 and December 31, 2022)

2029 Senior Notes (effective interest rate of 3.6 % at December 31, 2024 and 3.6 % at December 31, 2023)

March 1, 2029 800.0 800.0

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Credit Facility

Our secured credit agreement (the Credit Facility) includes two tranches of term loans (the 2027 Term Loans and the 2029 Term Loans, the latter of which refinanced, replaced and extended the maturity of our previously issued term loans maturing in 2024, as described below) and a revolving credit facility (the Revolver).

Our secured credit agreement (the Credit Facility) includes two tranches of term loans (the 2029 Term Loans and the 2031 Term Loans), both of which were refinanced in 2024.

The refinancing of the 2031 term loans replaced and extended the maturity of our previously issued term loans maturing in 2027, as described below, and a revolving credit facility (the Revolver).

A portion of the term loans is hedged by interest rate swap agreements, as discussed in Note 11.

The 2031 Term Loans were originally issued in 2020 in an aggregate principal amount of $ 750.0 million with a 0.5 % original issue discount.

The net proceeds of these loans were used to partially fund the payments associated with the settlement of our obligations under certain tax receivable agreements in 2020.

In March 2021, we refinanced the 2027 Term Loans to lower the interest rate margins by 0.5 % with no changes made to the maturity date or any other material terms.

In May 2023, we entered into an amendment to the Credit Facility to replace, beginning in July 2023, the benchmark interest rate based on the London Interbank Offered Rate (LIBOR) applicable to the 2027 Term Loans with a benchmark interest rate based on the forward-looking secured overnight financing rate (SOFR) plus a credit spread adjustment.

The 2027 Term Loans bear interest at a rate equal to, at our option, either (a) SOFR together with a credit spread adjustment for the applicable interest period plus a margin of 2.0 % per annum or (b) a margin of 1.0 % per annum plus the highest of (i) the Federal Funds Rate plus 0.5 %, (ii) the Prime Rate or (iii) SOFR for an interest period of one month plus 1.0 %.

In May 2024, we entered into an amendment to the Credit Facility to provide for a new tranche of term loans maturing in 2031, the proceeds of which were used to refinance and extend the maturity of our 2027 Term Loans to 2031 and repay a portion of our 2029 Term Loans, as defined below.

Pursuant to this amendment, the amortization rate for the 2031 Term Loans is 1.00 % per annum and the 2031 Term Loans were issued at an applicable margin of (i) 1.75 % for the term loans that are SOFR loans and (ii) 0.75 % for the term loans that are ABR loans.

In November 2022, we amended our Credit Facility to provide for a new $ 1,770.0 million tranche of term loans maturing in 2029 (the 2029 Term Loans), the proceeds of which were used to refinance all of the outstanding previously issued term loans maturing in 2024.

The 2029 Term Loans were originally issued with a 2.0 % original issue discount and bore interest at a range of margins determined based on the first lien secured leverage ratio.

In July 2023, we refinanced the 2029 Term Loans to lower the interest rate margin with no changes to the maturity date or any other material terms.

The refinanced loans were issued at par and subsequent to the July 2023 refinancing, the 2029 Term Loans bear interest at a rate equal to, at our option, either (a) SOFR for the applicable interest period plus a margin of 2.5 % per annum or (b) a margin of 1.5 % per annum plus the highest of (i) the Federal Funds Rate plus 0.5 %, (ii) the Prime Rate or (iii) SOFR for an interest period of one month plus 1.0 %.

With respect to the November 2022 refinancing, aggregate fees paid to lenders of $ 9.3 million were recorded as additional discount, and we recognized a loss on debt extinguishment of $ 3.3 million.

With respect to the July 2023 refinancing, aggregate fees paid to lenders of $ 1.2 million were recorded as additional discount, and we recognized a loss on debt extinguishment of $ 1.5 million.

In January 2024, we entered into an amendment to the Credit Facility to provide for a new tranche of term loans maturing in 2029, the proceeds of which were used to refinance our existing term 2029 Term Loans at a lower interest margin.

In May 2024, in conjunction with the amendment to the Credit Facility described above to provide for a new tranche of terms loans maturing in 2031, we repaid $ 278.1 million of our 2029 Term Loans.

In December 2024, we entered into an amendment to the Credit Facility to provide for a new $ 1,462.5 million tranche of term loans maturing in 2029.

Pursuant to this amendment, the amortization rate for the 2029 Term Loans is 1.00 % per annum and the 2029 Term Loans were issued at an applicable margin of (i) 1.75 % for the term loans that are SOFR loans and (ii) 0.75 % for the term loans that are ABR loans.

With respect to the 2024 term loan amendments, aggregate fees paid to lenders were immaterial, and we recognized a loss on debt extinguishment of $ 4.6 million.

In November 2022, we also increased the borrowing capacity under our Revolver from $ 600.0 million to $ 1,000.0 million under a new revolving credit facility maturing in November 2027.

In connection with this transaction, we capitalized

aggregate fees of $ 4.1 million as debt issuance costs as well as recognized a loss on debt extinguishment of $ 0.3 million.

The Revolver bears interest at a rate equal to, at our option, either (a) SOFR for the applicable interest period plus a margin ranging from 1.25 % to 1.75 % per annum or (b) the highest of (i) the Federal Funds Rate plus 0.5 %, (ii) the Prime Rate or (iii) SOFR for an interest period of one month plus 1.0 % plus a margin ranging from 0.25 % to 0.75 % per annum, with the margins determined based on our first lien secured leverage ratio.

The Revolver also contains a financial covenant requiring us to maintain a leverage ratio of 5.75 :1.00 when our usage exceeds 40.0 % of the maximum capacity.

The Revolver also contains a financial covenant requiring us to maintain a leverage ratio of 5.75 :1.00 when our usage

exceeds 40.0 % of the maximum capacity.

This ratio is calculated as the ratio of first lien secured debt less cash and cash equivalents to consolidated EBITDA (as defined in the Credit Facility).

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At December 31, 2024, we had $ 998.7 million available for borrowing under the Revolver as $ 1.3 million has been used to secure the issuance of standby letters of credit.

We were not in violation of any covenants of the Credit Facility as of December 31, 2023.

In June 2019, we issued the 2027 Senior Notes in an aggregate principal amount of $ 600.0 million in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

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The aggregate principal amount outstanding is payable at maturity, subject to earlier repurchase or optional redemption as described below.

The 2027 Senior Notes are redeemable at our option, in whole or in part, at an amount equal to 102.625 % of the principal amount, decreasing to 101.75 % at June 1, 2023, 100.875 % at June 1, 2024 and 100.0 % at June 1, 2025, plus accrued and unpaid interest.

The 2027 Senior Notes are redeemable at our option, in whole or in part, at an amount equal to 100.875 % of the principal amount, decreasing to 100.0 % at June 1, 2025, plus accrued and unpaid interest.

Upon the occurrence of a change of control, we are required to offer to repurchase the 2027 Senior Notes from the holders at a price equal to 101.0 % of the principal amount, plus accrued and unpaid interest.

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The aggregate principal is payable at maturity, subject to earlier repurchase or optional redemption as described below.

In conjunction with the issuance of the 2029 Senior Notes, we capitalized $ 9.0 million in debt issuance costs.

The 2029 Senior Notes are redeemable at our option, in whole or in part, any time prior to March 1, 2024 at a redemption price equal to 100.0 % of the principal amount, plus accrued and unpaid interest, plus an applicable premium equal to the greater of 1.0 % or the remaining scheduled payments of interest discounted to a present value amount.

In the event of an equity offering prior to March 1, 2024, the 2029 Senior Notes may be partially redeemed with the net cash proceeds of such offering at our option at an amount equal to 103.5 % of the principal amount, plus accrued and unpaid interest.

On and after March 1, 2024, we may redeem the 2029 Senior Notes, in whole or in part, at an amount equal to 101.75 % of the principal

amount, decreasing to 100.875 % at March 1, 2025 and 100.0 % at March 1, 2026, plus accrued and unpaid interest.

We may redeem the 2029 Senior Notes, in whole or in part, at an amount equal to 101.75 % of the principal amount, decreasing to 100.875 % at March 1, 2025 and 100.0 % at March 1, 2026, plus accrued and unpaid interest.

Upon the occurrence of a change of control, we are required to offer to repurchase the Senior Notes from the holders at a price equal to 101.0 % of the principal amount, plus accrued and unpaid interest.

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• certain covenants may be suspended if we are able to obtain and maintain investment grade ratings and no event of default has occurred.

At December 31, 2023, we were not in violation of any covenants of the 2027 Senior Notes or the 2029 Senior Notes.

The estimated fair values of our long-term debt instruments are based on observable market prices for these instruments, which are traded in less active markets and therefore classified as Level 2 fair value measurements, and were as follows as of December 31, 2024:

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_________________________________

(1) The notional amount includes $ 1.0 million of foreign exchange forward contracts not designated as cash flow hedges, the aggregate fair value of which was $ 1.2 million at December 31, 2023.

(1) The notional amount includes $ 0.2 million and $ 1.0 million of foreign exchange forward contracts not designated as cash flow hedges, the aggregate fair value of which was $( 0.1 ) million and $ 1.2 million as of December 31, 2024 and 2023, respectively.

(2) The notional values of the cross-currency swap have been translated from Euros to U.S.

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These interest rate swaps, which mature on August 10, 2027, had an aggregate notional amount of $ 750.0 million at inception.

In May 2023, in conjunction with the concurrent Credit Facility amendment discussed in Note 10, we terminated these swaps and entered into new SOFR-based interest rate swaps.

In May 2023, in conjunction with the concurrent Credit Facility amendment discussed in Note 10, we terminated these swaps and entered into new SOFR-based interest rate swaps with a fixed rate of 0.672 %.

This modification impacted no critical terms other than the reference rate change from LIBOR to SOFR and thus had no impact on our hedging relationships or financial statements.

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Total net lease cost $ 32.0 $ 37.3 $ 48.2

We recognized impairment charges related to certain operating lease assets during 2022 and 2021 as discussed in Note 14.

During 2024, we recognized $ 6.2 million of expense related to the abandonment of certain operating leases, which is included within restructuring and other and excluded from the table above.

During 2022, we recognized $ 1.6 million of impairment charges related to certain operating lease assets, which is included within restructuring and other and excluded from the table above.

See Note 14 for additional information regarding these expenses.

Maturities of operating lease liabilities as of December 31, 2024 were as follows:

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Thereafter 4.4

From time-to-time, we are a party to litigation and subject to claims, suits, regulatory and government investigation, other proceedings and consent decrees in the ordinary course of business, including intellectual property claims, putative and certified class actions, commercial and consumer protection claims, labor and employment claims, breach of contract claims and other asserted and unasserted claims.

From time-to-time, we are a party to litigation and subject to claims, suits, regulatory and government investigations, other proceedings and consent decrees in the ordinary course of business, including intellectual property claims, putative and certified class actions, commercial and consumer protection claims, labor and employment claims, breach of contract claims and other asserted and unasserted claims.

We investigate claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable.

On June 13, 2019, we entered into an agreement in principle to settle the class action complaint, Jason Bennett v.

GoDaddy.com (Case No.

GoDaddy.com, LLC (Case No.

2:16-cv-03908-DLR) (D.

Ariz.), filed on June 20, 2016.

The complaint alleges violation of the Telephone Consumer Protection Act of 1991 (the TCPA).

The complaint alleges a violation of the Telephone Consumer Protection Act of 1991 (the TCPA).

On September 23, 2019, the parties fully executed a written settlement agreement.

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and (iv) attorneys' fees to legal counsel representing the class.

On April 22, 2020, the parties filed statements in response to a request from the S.D.

Court (the Court) to refine the class definition, resulting in a reduction in the total number of class members from the original estimated class.

2020, the Court granted approval of the plaintiffs' unopposed motion for preliminary certification of the settlement class, subject to the parties' execution of an amended settlement agreement to remove John Herrick as a class representative.

The parties executed such amendment on May 26, 2020, and on June 9, 2020, the Court granted preliminary approval of the final settlement agreement.

The Court's order also set October 7, 2020 as the deadline for class members to submit claims and December 14, 2020 as the hearing date regarding final approval of the settlement.

On September 1, 2020, the Court issued an amended order reducing the attorneys' fees to be paid to legal counsel representing the class.

Additionally, the actual number of claims made by class members through the October 7, 2020 deadline was lower than our original estimates.

On December 23, 2020, the Court issued a final judgment and order approving the class settlement, which further reduced the attorneys' fees to be paid to legal counsel representing the class and denied the plaintiffs' request for an incentive payment.

On May 26, 2020, at the direction of the S.D.

Court (the Court), the parties executed an amended settlement agreement to remove John Herrick as a class representative.

On June 9, 2020, the Court granted preliminary approval of the

final settlement agreement.

The Court's order also set October 7, 2020 as the deadline for class members to submit claims, and the actual number of claims made by class members through the October 7, 2020 deadline was lower than our original estimates.

On December 23, 2020, the Court issued a final judgment and order approving the class settlement, which reduced the attorneys' fees to be paid to legal counsel representing the class and denied the plaintiffs' request for an incentive payment.

Additionally, the actual notice and administration costs were lower than originally estimated.

As a result of the above developments, during 2020, we recorded a cumulative $ 10.0 million reduction to general and administrative expense, lowering our estimated loss provision for this settlement to $ 8.1 million as of December 31, 2020.

On January 19, 2021, a single objector to the settlement filed a notice of appeal to the 11th Circuit Court of Appeals, which remains pending as of the date of this filing.

We made no changes to our estimated loss provision for this settlement during 2021.

The timing of any settlement payments is pending resolution of the appeal.

As a result of the above developments, we reduced our estimated loss provision for this settlement to $ 8.1 million.

On January 19, 2021, a single objector to the settlement filed a notice of appeal to the 11th Circuit Court of Appeals.

On July 27, 2022, the 11th Circuit vacated the settlement approval order and remanded the case for further action due to standing issues among the class members.

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On July 24, 2023, the en banc 11th Circuit reversed the 11th Circuit's July 27, 2022 decision and remanded the appeal to the 11th Circuit for further action.

Given the pending nature of the appeal, we have not adjusted our estimated loss provision for this settlement as of December 31, 2023.

On May 13, 2024, the 11th Circuit vacated the final approval of the class settlement and remanded the case to the district court for further proceedings.

On September 19, 2024, the district court interpreted the 11th Circuit's mandate as vacating only the district court's decision to award attorneys' fees and ordered the plaintiffs to file a new motion for attorneys' fees.

On January 9, 2025, we issued a notice of termination of the class settlement and on January 28, 2025, the plaintiffs filed a motion to enforce the settlement agreement.

A hearing on the plaintiffs' renewed motion for attorneys' fees and the district court's interpretation of the mandate occurred on January 31, 2025.

On February 6, 2025, the district court denied the plaintiffs' motions for attorneys' fees and to enforce the settlement agreement.

Given the pending nature of the resolution of this and related cases, we have not adjusted our estimated loss provision for this settlement as of December 31, 2024.

We have denied and continue to deny the allegations in the complaints.

Nothing in the final settlement agreement shall be deemed to assign or reflect any admission of fault, wrongdoing or liability, or of the appropriateness of a class action in such litigation.

We received a full release from the settlement class concerning the claims asserted, or that could have been asserted, with respect to the claims released in the final settlement agreement.

Nothing in the terminated settlement agreement shall be deemed to assign or reflect any admission of fault, wrongdoing or liability, or of the appropriateness of a class action in such litigation.

Our legal fees associated with this matter have been recorded to general and administrative expense as incurred and were not material.

In March 2020, we discovered that a threat actor group had compromised the hosting login credentials of certain of our customers to their hosting accounts and the login credentials of a small number of our personnel.

We have expended 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 these matters are uncertain and could result in us being subject to substantial monetary or other costs to our business.

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

We have entered into an agreement to settle the FTC’s charges relating to our security practices.

The settlement agreement and related order, which is still pending final FTC approval, would require that we establish certain security measures, which we have already begun to implement.

The settlement agreement does not require that we pay any fines or other monetary penalties.

We do not believe the continued establishment or implementation will have a material adverse effect on our business, operations or financial performance.

The amounts currently accrued for other matters are not material.

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We are subject to indirect taxation in some, but not all, of the various states and foreign jurisdictions in which we conduct business.

Laws and regulations attempting to subject communications and commerce conducted over the Internet to various indirect taxes are becoming more prevalent, both in the U.S.

Laws, rules and regulations attempting to subject communications and commerce conducted over the Internet to various indirect taxes are becoming more prevalent, both in the U.S.

and internationally, and may impose additional burdens on us in the future.

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Restructuring and Other Charges and Disposition of Businesses and Related Assets

In February 2023, we announced a restructuring plan to reduce future operating expenses and improve cash flows through a combination of a reduction in force and a commitment to sell certain assets.

As part of this plan, we announced a reduction in our workforce of approximately 550 employees, representing approximately 8 % of our total employee base at the time.

In conjunction with this restructuring, we recorded $ 35.1 million of pre-tax restructuring charges in our statement of operations related to severance, employee benefits and equity-based compensation.

Of the $ 35.1 million of pre-tax restructuring cha rges, $ 10.1 million and $ 18.5 million were recognized within our A&C and Core segment, respectively, and $ 6.5 million was recognized as corporate overhead.

During the year ended December 31, 2024, we implemented restructuring activities which impacted approximately 280 employees.

In conjunction with these restructuring activities, we recognized $ 18.2 million of pre-tax restructuring charges in our statement of operations related to severance, employee benefits and equity-based compensation during the year ended December 31, 2024.

Of the $ 18.2 million of pre-tax restructuring charges recognized during the year ended December 31, 2024, $ 6.4 million and $ 10.2 million were recognized within our A&C and Core segments, respectively, and $ 1.6 million was recognized as corporate overhead.

During the year ended December 31, 2023, we implemented restructuring activities to reduce operating expenses and improve cash flows through a combination of a reduction in force and a commitment to sell certain assets.

The reduction in force impacted approximately 800 employees.

In conjunction with these restructuring activities, we recognized $ 48.5 million of pre-tax restructuring charges in our statement of operations related to severance, employee benefits and equity-based compensation.

Of the $ 48.5 million, $ 12.2 million and $ 28.5 million were recognized within our A&C and Core segments, respectively, and $ 7.8 million was recognized as corporate overhead.

In addition, we recognized a pre-tax loss of $ 16.5 million upon the completion of the planned disposition of certain assets and liabilities of our hosting business within our Core segment, which occurred on June 30, 2023.

During the three months ended September 30, 2023, we implemented additional restructuring activities to further reduce operating expenses and improve cash flows through a reduction in force, which impacted approximately 250 employees.

In conjunction with these restructuring efforts, we recognized $ 13.4 million of pre-tax restructuring charges in our statement of operations related to severance and employee benefits during 2023.

Of the $ 13.4 million of pre-tax restructuring charges, $ 2.1 million and $ 10.0 million were recognized within our A&C and Core segment, respectively, and $ 1.3 million was recognized as corporate overhead.

Cash payments of $ 38.7 million related to the restructuring activities described above were made during 2023.

Cash payments of $ 16.4 million and $ 38.7 million related to the restructuring activities described above were made during 2024 and 2023, respectively.

We expect to make substantially all remaining restructuring payments by the end of the second quarter of 2025.

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Accrued restructuring costs as of December 31, 2023 7.4

Restructuring costs incurred (1)

Amount paid ( 24.4 )

Accrued restructuring costs as of December 31, 2024 $ 0.8

________________________________

(1) Excludes $ 2.3 million in equity-based compensation expense associated with our restructuring plan, which was recorded within additional paid-in capital.

During 2023, we also recorded a charge of $ 17.0 million in our statement of operations related to the termination of a revenue sharing agreement.

(1) Excludes $ 0.8 million and $ 2.3 million in equity-based compensation expense associated with our restructuring plans in 2024 and 2023, respectively, which was recorded within additional paid-in capital.

During 2023, we recognized $ 17.0 million of expenses related to the termination of a revenue sharing agreement.

This termination fee was paid in full during the year.

Restructuring and other during 2022 of $ 15.7 million primarily includes the impairment and loss on disposition of certain assets.

During 2021, we recorded other charges and credits, which included (i) the $ 15.4 million gain on sale of the land and buildings of our former corporate headquarters and (ii) a $ 15.1 million charge due to the impairment of certain operating lease assets and related leasehold improvements associated with the decision to close one of our leased offices.

Defined Contribution Plan

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Expense related to such plans was not material in any period presented.

We are subject to U.S.

federal, state and foreign income taxes with respect to our allocable share of any taxable income or loss of Desert Newco, as well as any stand-alone income or loss we generate.

Desert Newco is treated as a partnership for U.S.

income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions.

Instead, Desert Newco's taxable income or loss is passed through to its members, including us.

Despite its partnership treatment, Desert Newco is liable for income taxes in certain foreign jurisdictions in which it operates, in those states not recognizing its pass-through status and for certain of its subsidiaries not taxed as pass-through entities.

We have acquired the outstanding stock of various domestic and foreign entities taxed as corporations, which are now wholly-owned by us or our subsidiaries.

Where required or allowed, these subsidiaries also file and pay tax as a consolidated group for U.S.

federal and state income tax purposes and internationally, primarily within the United Kingdom (UK), Germany and India.

As discussed in Note 1, in December 2023, we completed the DNC Restructure to simplify our entity structure and as a result on January 1, 2024, Desert Newco was converted from a partnership to a disregarded entity for U.S.

We completed the DNC Restructure to simplify our capital structure, and on January 1, 2024, Desert Newco was converted from a partnership to a disregarded entity for U.S.

income tax purposes.

As a result of the DNC Restructure, we expect to adjust certain temporary differences on existing assets and liabilities which will result in a one-time non-cash income tax benefit in the first quarter of 2024.

As a result, we now account for our deferred taxes related to Desert Newco based on the inside basis differences of our assets and liabilities where prior to the DNC Restructure we accounted for our deferred tax assets and liabilities related to Desert Newco based on the outside basis difference of our investment in Desert Newco.

In connection with this change, we adjusted certain temporary differences on existing assets and liabilities which resulted in a one-time non-cash income tax benefit in the first quarter of 2024 of $ 267.4 million.

Benefit (Provision) for Income Taxes

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State taxes, net of federal benefit ( 19.1 ) ( 1.6 ) 2.9

Effect of restructurings of domestic subsidiary — ( 7.0 ) —

Equity-based compensation 43.3 — —

Effect of DNC Restructuring 267.4 — ( 7.0 )

Non-deductible expenses ( 8.3 ) ( 5.1 ) —

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Benefit (provision) for income taxes $ 171.5 $ 971.8 $ ( 3.6 )

We generated an income tax benefit in 2023 as compared to a provision for income taxes in 2022 primarily due to a $ 1,014.0 million release of valuation allowance at GoDaddy Inc.

partially offset related to the impact related to a state apportionment election.

We generated an income tax benefit in 2024 of $ 171.5 million as compared to an income tax benefit in 2023 of $ 971.8 million primarily attributable to releasing the majority of the valuation allowance on our U.S.

deferred tax assets in the fourth quarter of 2023.

Our 2024 effective tax rate is primarily driven by an income tax benefit of $ 267.4 million recognized as a result of the DNC Restructure, current year research and development credits and excess tax benefits related to stock-based compensation, partially offset by the provision for income taxes based on current year earnings.

Deferred Taxes

The components of our deferred taxes were as follows:

Investment in Desert Newco $ 697.2 $ 800.0

Year Ended December 31,

NOLs $ 507.3 $ 473.1

Goodwill 288.6 —

Tax credits 216.5 167.6

Deferred revenue 176.7 —

Identified intangibles 114.0 —

Capitalized research & development costs 112.9 —

Deferred interest 63.4 44.0

Operating lease liabilities 24.6 15.3

Investment in Desert Newco — 697.2

Other 42.2 9.3

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Total DTAs 1,384.6 1,029.0

Identified intangible assets ( 40.0 ) ( 61.3 )

Deferred cost revenue ( 157.6 ) —

Unrealized gains and losses ( 40.9 ) —

Operating lease assets ( 13.9 ) ( 6.4 )

Identified intangible assets — ( 40.0 )

Other ( 10.9 ) —

Total DTLs ( 223.3 ) ( 46.4 )

Net DTAs $ 1,161.3 $ 982.6

During December 2023, we released the majority of our domestic valuation allowance on the portion of our DTAs that we believe are more likely than not to be realized resulting in a $ 1,014.0 million non-cash income tax benefit.

This release was related to our U.S.

federal and state domestic net operating losses (NOLs), credit carryforwards and other DTAs.

In determining the need for a valuation allowance, we consider both the positive and negative evidence including our ability to forecast future operating results, historical tax losses and our ability to utilize DTAs within the requisite carryforward periods.

In December 2023, management applied judgement and determined the positive evidence outweighed the negative evidence and released the majority of our valuation allowance due to the following factors:

we have been in a three year cumulative consolidated book income position for two years, our operating results and profitability continue to improve, our projections showed sufficient utilization of tax attributes within their requisite carryforward periods and we have not had a history of expiration of tax attributes.

We continue to maintain a valuation allowance against the DTAs for which we concluded it is more-likely-than-not they will not be realized due to certain limitations on character or carryforward period.

The change in our deferred tax balances from December 31, 2023 to December 31, 2024 is primarily related to the DNC Restructure.

As part of the transaction, we reversed the deferred tax asset related to our investment in Desert Newco and established deferred tax assets related to goodwill, deferred revenue, identified intangibles, capitalized research and development costs and a deferred tax liability related to deferred cost of revenue related to our U.S federal and state jurisdictions.

We monitor the realizability of our DTAs considering all relevant factors at each reporting period.

As of December 31, 2024, based on the relevant weight of positive and negative evidence, including our ability to forecast future operating results, historical tax losses and our ability to utilize DTAs within the requisite carryforward periods, we do not maintain a valuation allowance on the majority of our U.S.

federal and state DTAs.

As of December 31, 2024, we applied judgment and recorded a $ 13.0 million tax benefit for the reversal of a valuation allowance as a result of changes to our U.S.

filing group from the DNC Restructure.

As of December 31, 2024, we had U.S.

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Other long-term liabilities includes accrued interest and penalties related to unrecognized tax benefits of $ 33.6 million and $ 30.6 million as of December 31, 2024 and 2023, respectively.

We do not expect a significant decrease in our liability for unrecognized tax benefits in the next 12 months.

Although we cannot predict the timing of resolution with taxing authorities, if any, it is reasonably possible that the total amount of unrecognized tax benefits could decrease by up to approximately $ 35.0 million within the next 12 months due to the settlement of audits, the expiration of statutes of limitations or from tax positions meeting the conditions of being effectively settled.

We have filed all income tax returns for years through 2023, other than for Germany and the Netherlands.

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per share of Class A common stock—diluted $ 6.45 $ 9.08 $ 2.19

$ 9.08 $ 2.19 $ 1.42

_________________________________

(1) The diluted income per share calculations exclude net income attributable to non-controlling interests, unless the effect is antidilutive.

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted income per share because the effect of including such potentially dilutive shares would have been antidilutive:

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RSUs, PSUs and ESPP shares 364 780 492

799 726 1,425

Shares of Class B common stock are not participating securities and, therefore, do not have rights to share in our earnings.

Accordingly, separate presentation of income per share of Class B common stock under the two-class method is not required.

Segment Information

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2024 2023 2022

A&C $ 1,430.4 $ 1,279.7 $ 1,128.3

Core 2,823.7 2,811.6 2,687.4

Total revenue $ 4,254.1 $ 4,091.3 $ 3,815.7

Revenue $ 1,653.0 $ 1,430.4 $ 1,279.7

Other segment items (1)

( 913.7 ) ( 836.2 ) ( 756.9 )

Segment EBITDA 739.3 594.2 522.8

A&C $ 594.2 $ 522.8 $ 447.7

Core 816.4 783.7 679.7

Revenue 2,920.2 2,823.7 2,811.6

Other segment items (2)

( 1,988.5 ) ( 2,007.3 ) ( 2,027.9 )

Segment EBITDA 931.7 816.4 783.7

Total revenue 4,573.2 4,254.1 4,091.3

Total other segment items ( 2,902.2 ) ( 2,843.5 ) ( 2,784.8 )

Total Segment EBITDA 1,671.0 1,410.6 1,306.5

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Interest expense, net of interest income ( 130.4 ) ( 155.4 ) ( 135.0 )

Acquisition-related expenses (2)

( 12.1 ) ( 35.1 ) ( 78.2 )

Acquisition-related expenses, net of reimbursements ( 0.2 ) ( 12.1 ) ( 35.1 )

Restructuring and other (4)

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_________________________________

(1) The year ended December 31, 2023 excludes $ 2.3 million of equity-based compensation expense associated with our restructuring plan, which is included within restructuring and other.

(2) The year ended December 31, 2023 includes an adjustment of $ 6.0 million to a previously-recognized acquisition milestone liability.

(1) Other segment items in A&C are primarily composed of product license fees used in our third-party email and productivity solutions, payment processing fees, personnel costs excluding equity-based compensation, data center and systems infrastructure costs excluding depreciation, customer care and marketing costs.

(2) Other segment items in Core are primarily composed of domain registration fees, payment processing fees, costs associated with sales of aftermarket domains, hosting and security license fees, personnel costs excluding equity-based compensation, data center and systems infrastructure costs excluding depreciation, customer care and marketing costs.

(3) The year ended December 31, 2024 and December 31, 2023 exclude $ 0.8 million and $ 2.3 million of equity-based compensation expense associated with our restructuring activities, which is included within restructuring and other.

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

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Amounts reclassified from AOCI (3)

( 4.3 ) 87.8 83.5

Other comprehensive income - 2023 ( 8.6 ) ( 58.4 ) ( 67.0 )

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Other comprehensive income - 2024 15.9 5.2 21.1

$ ( 83.6 ) $ 195.0 111.4

AOCI attributable to non-controlling interests ( 0.2 )

Balance as of December 31, 2024 $ ( 67.7 ) $ 200.2 $ 132.5

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(2) Beginning balance is presented on a gross basis, excluding the allocation of AOCI attributable to non-controlling interests.

The sale of certain assets and liabilities of our hosting business, as discussed in Note 14, resulted in the reclassification from AOCI of $ 4.3 million in cumulative foreign currency translation adjustments.

(3) The sale of certain assets and liabilities of our hosting business in 2023, as discussed in Note 14, resulted in the reclassification from AOCI of $ 4.3 million in cumulative foreign currency translation adjustments.

This amount was included within the loss on disposal reported in restructuring and other in our statements of operations for the year ended December 31, 2023.

See Note 11 for the effect on net income of amounts reclassified from AOCI related to our hedging relationships.

Subsequent Events

Pursuant to this amendment, these loans were issued at par and bear interest at a rate equal to, at our option, either (a) SOFR for the applicable interest period plus a margin of 2.0 % per annum or (b) a margin of 1.0 % per annum plus the highest of (i) the Federal Funds Rate plus 0.5 %, (ii) the Prime Rate or (iii) SOFR for an interest period of one month plus 1.0 %.

On February 17, 2025, we entered into an ASR transaction to repurchase shares of our Class A common stock, pursuant to which we made an upfront payment of $ 330.0 million.

No shares were initially received in connection with the ASR.

The total number of shares ultimately delivered under the ASR is based on the volume weighted-average price of our stock during the applicable purchase period less an agreed upon discount and subject to a cap.

The ASR is expected to be completed in the second quarter of 2025.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data