What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-29 · 77 added, 89 removed, 168 unchanged (50% of the section changed)

3 unchanged sentences

Our management, with the participation of our CEO and our CFO, who are our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective as a result of a material weakness in our internal control over financial reporting discussed below.

Notwithstanding the identified material weakness described below, our management, including our CEO and CFO, does not believe that this deficiency had an adverse effect on our reported operating results or financial condition, and has concluded that our financial statements and other financial information included in this Annual Report and other periodic filings present fairly, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in accordance with GAAP.

Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.

Limitations on Effectiveness of Controls and Procedures

5 unchanged sentences

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework).

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to the material weakness described below.

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

As part of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, management has performed adequate testing to conclude that the material weakness in the design of our controls related to the accounting for income taxes and related disclosures with regard to management review controls and the completeness and accuracy of information used in the execution of those controls identified in the prior fiscal year has been remediated as of December 31, 2024.

This material weakness did not result in any material misstatements to our consolidated financial statements or any changes to previously filed financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

1 unchanged sentence

42), an independent registered public accounting firm, as stated in their report included herein.

Our management identified a material weakness in the design of our controls related to the accounting for income taxes and related disclosures with regard to management review controls and the completeness and accuracy of information used in the execution of those controls.

This material weakness did not result in any material misstatements to our consolidated financial statements or any changes to previously filed financial statements.

Remediation Efforts with Respect to Material Weakness

We have drafted documentation to respond to, and are developing a comprehensive plan to remediate as soon as possible, this material weakness.

Management has taken the following actions to remediate the material weakness described above.

• Completed our review of and rationalized the number of key reports used in the operation of controls related to the calculation of the tax provision to increase efficiency and lower the complexity of how data is being utilized in the operation of controls;

• Enhanced the design of existing controls relating to key reports and implemented new controls to ensure that the information contained within the reports related to the tax provision is complete and accurate;

• Expanded and enhanced existing documentation to demonstrate the level of precision and procedures performed in the operation of management review controls;

• Enhanced the design and operating effectiveness of management review controls designed to validate the completeness and accuracy of key reports and other data used in the computation of the tax provision.

These remediation actions have been in place for a sufficient period of time, and management has performed adequate testing to conclude that the material weakness has been remediated as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

Except for the material weakness and remediation efforts described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

Except for the remediation efforts described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

2 unchanged sentences

We have audited GoDaddy Inc.'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) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, GoDaddy Inc.

(the Company) has not maintained effective internal control over financial reporting as of December 31, 2023 , based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessmen t.

Management has identified a material weakness in controls related to the accounting for income taxes and related disclosures with regard to management review controls and the completeness and accuracy of information used in the execution of those controls.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 29, 2024, which expressed an unqualified opinion thereon.

In our opinion, GoDaddy Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2024 and the related notes and our report dated February 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

18 unchanged sentences

Other Information

On December 8, 2023 , Aman Bhutani , Chief Executive Officer , modified his previously adopted 10b5-1 trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

As modified, the 10b5-1 trading plan provides for the sale of an aggregate of 17,700 shares of the company's Class A common stock between March 2024 and June 2024.

On December 7, 2023 , Mark McCaffrey , Chief Financial Officer , modified his previously adopted 10b5-1 trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

As modified, the 10b5-1 trading plan provides for the sale of an aggregate of 8,000 shares of the company's Class A common stock between March 2024 and May 2024.

On November 27, 2023 , Nick Daddario , Chief Accounting Officer , adopted a 10b5-1 trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The 10b5-1 trading plan provides for the sale of an aggregate of 3,078 shares of the company's Class A common stock between February 2024 and February 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

23 unchanged sentences

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing Date

Number Exhibit Description Form Exhibit Filing Date

3.1 Restated Certificate of Incorporation of GoDaddy Inc., dated June 1, 2022

4 unchanged sentences

S-1/A 4.1 3/19/2015

2015 Equity Incentive Plan, and form of agreements thereunder

S-8 333-203166 4.2 4/1/2015

4.3+ GoDaddy Inc.

2015 Employee Stock Purchase Plan, as amended on June 27, 2016, and form of agreements thereunder

10-Q 001-36904 4.1 11/3/2016

Desert Newco, LLC 2011 Unit Incentive Plan, as amended, and form of agreements thereunder

S-8 333-203166 4.4 4/1/2015

The Go Daddy Group, Inc.

2006 Equity Incentive Plan

S-1/A 333-196615 10.28 3/19/2015

4.2 Description of Capital Stock

10-K 4.6 2/29/2024

4.3 Indenture, dated as of June 4, 2019, among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee

10 unchanged sentences

10-K 4.16 2/16/2023

10.1+ Desert Newco, LLC 2011 Unit Incentive Plan, as amended, and form of agreements thereunder

S-8 4.4 4/1/2015

10.2+ GoDaddy Inc.

2015 Equity Incentive Plan, and form of agreements thereunder

S-8 4.2 4/1/2015

10.3+ Amendment to GoDaddy Inc.

1 unchanged sentence

10-Q 4.1 5/5/2023

10.4+ Form of Restricted Stock Unit Award Agreement under the GoDaddy Inc.

2015 Equity Incentive Plan

10-Q 10.4 5/5/2022

10.5+ Form of Performance Restricted Stock Unit Award Agreement under the GoDaddy Inc.

2015 Equity Incentive Plan

10-Q 10.5 5/5/2022

10.6+ GoDaddy Inc.

2015 Employee Stock Purchase Plan, as amended on June 27, 2016, and form of agreements thereunder

10-Q 4.1 11/3/2016

10.7+ Amendment to GoDaddy Inc.

1 unchanged sentence

10-Q 4.2 5/5/2023

10.1 Tax Receivable Agreement (Exchanges) dated as of March 31, 2015, by and among GoDaddy Inc.

and the persons named therein

8-K 001-36904 10.5 4/6/2015

10.2 Tax Receivable Agreement (KKR Co-Invest Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc.

and GDG Co-Invest Blocker L.P.

8-K 001-36904 10.6 4/6/2015

10.3 Tax Receivable Agreement (KKR Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc.

and KKR 2006 GDG Blocker L.P.

8-K 001-36904 10.7 4/6/2015

10.4 Tax Receivable Agreement (SLP Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc.

and SLP III Kingdom Feeder I, L.P.

8-K 001-36904 10.8 4/6/2015

10.5 Tax Receivable Agreement (TCV Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc.

and TCV VII (A) L.P.

8-K 001-36904 10.9 4/6/2015

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing Date

10.6 Amendment No.

1 to the Tax Receivable Agreement (Exchanges), dated July 31, 2020, by and among GoDaddy Inc.

and the parties named therein.

8-K 001-36904 10.1 8/5/2020

10.7 TRA (Exchanges) Termination and Release Agreement, dated July 31, 2020, by and among GoDaddy Inc.

and the parties named therein or subsequently becoming parties thereto

8-K 001-36904 10.2 8/5/2020

10.8 TRA (KKR Reorganization) Termination and Release Agreement, dated July 31, 2020, by and among GoDaddy Inc.

and KKR 2006 GDG Blocker L.P.

8-K 001-36904 10.3 8/5/2020

10.9 TRA (KKR Co-Invest Reorganization) Termination and Release Agreement, dated July 31, 2020, by and among GoDaddy Inc.

and GDG Co-Invest Blocker L.P.

8-K 001-36904 10.4 8/5/2020

10.10 TRA (SLP Reorganization) Termination and Release Agreement, dated July 31, 2020, by and among GoDaddy Inc.

and SLP III Kingdom Feeder I, L.P.

10.8+ GoDaddy Inc.

2024 Omnibus Incentive Plan

8-K 10.1 6/7/2024

10.11 TRA (TCV Reorganization) Termination and Release Agreement, by and among GoDaddy Inc.

and TCV VII (A) L.P.

10.9+ Form of GoDaddy Inc.

2024 Omnibus Incentive Plan PSU Grant Notice and PSU Agreement

10-Q 10.2 8/2/2024

10.10+ Form of GoDaddy Inc.

2024 Omnibus Incentive Plan RSU Grant Notice and RSU Agreement

10-Q 10.3 8/2/2024

10.11+ GoDaddy Inc.

2024 Employee Stock Purchase Plan

8-K 10.2 6/7/2024

12 unchanged sentences

8-K 10.1 10/4/2019

Incorporated by Reference

Number Exhibit Description Form Exhibit Filing Date

10.17 Joinder and Fourth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto, the lenders party thereto and Barclays Bank PLC, effective as of August 10, 2020

2 unchanged sentences

8-K 10.1 3/11/2021

10.19 Joinder and Sixth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto, Barclays Bank PLC and Royal Bank of Canada, effective as of November 10, 2022

8-K 10.1 11/10/2022

10.20 Seventh Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of May 5, 2023

8-K 10.1 5/5/2023

10.21 Eighth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of July 19, 2023

8-K 10.1 7/19/2023

10.22 Ninth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of August 15, 2023

10-Q 10.2 11/3/2023

10.23 Tenth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of January 22, 2024

8-K 10.1 1/23/2024

10.24 Eleventh Amendment to Second Amended and Restated Credit Agreement by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of May 31, 2024

8-K 10.1 5/31/2024

10.25 Twelfth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of December 16, 2024

8-K 10.1 12/16/2024

10.26+ Form of Indemnification Agreement between GoDaddy Inc.

and its directors and officers

S-1/A 333-196615 10.20 2/24/2015

8-K 10.1 6/27/2024

10.27+ Form of Change in Control and Severance Agreement

8-K 10.3 5/5/2021

10.28+ Executive Incentive Compensation Plan

4 unchanged sentences

8-K 10.1 5/5/2021

10.23+ Form of Change in Control and Severance Agreement

8-K 001-36904 10.3 5/5/2021

10.31+*** Employment Agreement between Go Daddy Singapore Pte.

1 unchanged sentence

8-K 10.1 7/8/2022

10.25+ Form of Restricted Stock Unit Award Agreement under the GoDaddy Inc.

2015 Equity Incentive Plan

10-Q 001-36904 10.4 5/5/2022

10.26+ Form of Performance Restricted Stock Unit Award Agreement under the GoDaddy Inc.

2015 Equity Incentive Plan

10-Q 001-36904 10.5 5/5/2022

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit Filing Date

10.27 Joinder and Sixth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto, Barclays Bank PLC and Royal Bank of Canada, effective as of November 10, 2022

10.32+ Offer Letter between GoDaddy.com, LLC, GoDaddy Inc.

and Jared Sine, dated February 8, 2024

8-K 10.1 2/8/2024

10.28 Seventh Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of May 5, 2023

10.33+ Change in Control and Severance Agreement between GoDaddy.com, LLC, GoDaddy Inc.

and Jared Sine

8-K 10.2 2/8/2024

10.29+ Consulting Agreement, by and between GoDaddy Inc.

and Chuck Robel, dated June 6, 2023

10-Q 001-36904 10.2 8/4/2023

10.30 Eighth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of July 19, 2023

10.34+ Offer Letter between GoDaddy.com, LLC, GoDaddy, Inc.

and Phontip Palitwanon, dated November 6, 2024

8-K 10.1 11/8/2024

10.31 Ninth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of August 15, 2023

10-Q 001-36904 10.2 11/3/2023

10.35 Form of GoDaddy California Onboarding Agreement

8-K 10.2 11/8/2024

10.36+ Separation Agreement and Release, dated November 14, 2024 and effective November 22, 2024

8-K/A 10.1 11/22/2024

19.1* GoDaddy Inc.

Insider Trading Policy

21.1* Subsidiaries of GoDaddy Inc.

2 unchanged sentences

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Number Exhibit Description Form Exhibit Filing Date

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation

10-K 97.1 2/29/2024

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

24 unchanged sentences

Mark McCaffrey

/s/ Nick Daddario Chief Accounting Officer

/s/ Phontip Palitwanon Chief Accounting Officer

(Principal Accounting Officer) February 20, 2025

Nick Daddario

Phontip Palitwanon

Sharples Chairman of the Board of Directors February 20, 2025

5 unchanged sentences

/s/ Leah Sweet Director February 20, 2025

/s/ Graham Smith Director February 20, 2025

/s/ Srini Tallapragada Director February 20, 2025

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures