What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-20 · 226 added, 312 removed, 972 unchanged (36% of the section changed)

17 unchanged sentences

Basis for Opinion

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.

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.

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 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.

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.

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

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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.

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 certain portions of the Company's revenue recognition process.

Specifically, 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.

Our audit procedures for the certain portions of the Company’s revenue, 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.

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Cash and cash equivalents $ 1,080.9 $ 1,089.0

Short-term investments — 40.0

Accounts and other receivables 83.1 91.1

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134,737 and 141,208 shares issued and outstanding as of December 31, 2025 and 2024, respectively

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

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

Additional paid-in capital 2,975.2 2,611.8

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Operating income 1,127.3 893.5 547.4

893.5 547.4 498.8

Interest expense ( 151.0 ) ( 158.3 ) ( 179.0 )

Loss on debt extinguishment ( 4.6 ) ( 1.5 ) ( 3.6 )

Gain (loss) on debt extinguishment 1.4 ( 4.6 ) ( 1.5 )

Other income (expense), net 42.3 34.8 36.9

Income before income taxes 1,020.0 765.4 403.8

765.4 403.8 356.5

Benefit (provision) for income taxes ( 145.0 ) 171.5 971.8

171.5 971.8 ( 3.6 )

936.9 1,375.6 352.9

Net income 875.0 936.9 1,375.6

net income attributable to non-controlling interests — — 0.8

8 unchanged sentences

Diluted 140,621 145,287 151,452

___________________________

(1) Costs and operating expenses include equity-based compensation expense as follows:

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2025 2024 2023

$ 936.9 $ 1,375.6 $ 352.9

Net income $ 875.0 $ 936.9 $ 1,375.6

Foreign exchange forward contracts gain (loss), net (1)

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Change in foreign currency translation adjustment (1)

Comprehensive income

( 13.5 ) 8.1 0.6

Comprehensive income 771.7 958.2 1,308.6

comprehensive income attributable to non-controlling interests — — 1.0

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$ 771.7 $ 958.2 $ 1,307.6

(1) Amounts are net of the income tax effects reflected below:

(1) Amounts are net of the provision (benefit) for income taxes reflected below:

Foreign exchange forward contracts gain (loss), net $ ( 14.3 ) $ 10.0 $ ( 5.5 )

Unrealized swap gain (loss), net $ ( 13.0 ) $ ( 6.1 ) $ ( 15.8 )

Foreign currency translation adjustment (net investment hedges) $ ( 18.5 ) $ 8.0 $ ( 9.2 )

See accompanying notes to consolidated financial statements.

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Class A Common Stock Class B Common Stock Additional

Capital Retained Earnings (Accumulated

Deficit) Accumulated Other Comprehensive Income (Loss) Non-

Capital Retained Earnings

(Accumulated Deficit) Accumulated Other Comprehensive

Income (Loss) Non-

Interests Total

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Balance at December 31, 2022 153,830 $ 0.2 312 $ — $ 1,912.6 $ ( 2,422.6 ) $ 178.0 $ 2.5 $ ( 329.3 )

166,901 $ 0.2 320 $ — $ 1,594.7 $ ( 1,474.6 ) $ ( 38.6 ) $ 1.5 $ 83.2

Net income — — — — — 1,374.8 — 0.8 1,375.6

1 unchanged sentence

Repurchases of Class A common stock (1)

Stock option exercises 536 — — — 20.0 — — ( 0.1 ) 19.9

Issuances of Class A common stock under employee stock purchase plan 495 — — — 30.1 — — — 30.1

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

Issuance of Class A common stock under employee stock purchase plan 492 — — — 30.0 — — — 30.0

Impact of derivatives, net — — — — — — ( 67.6 ) — ( 67.6 )

Change in foreign currency translation adjustment — — — — — — 0.6 — 0.6

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

Vesting of restricted stock units and other 4,815 ( 0.1 ) ( 53 ) — 21.3 — 0.2 ( 0.8 ) 20.6

Balance at December 31, 2023 142,051 0.1 259 — 2,271.6 ( 2,320.7 ) 111.2 — 62.2

153,830 0.2 312 — 1,912.6 ( 2,422.6 ) 178.0 2.5 ( 329.3 )

Net income — — — — — 936.9 — — 936.9

2 unchanged sentences

( 5,179 ) — — — — ( 668.6 ) — — ( 668.6 )

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

Issuances of Class A common stock under employee stock purchase plan 492 — — — 30.0 — — — 30.0

Issuance of Class A common stock under employee stock purchase plan 356 — — — 31.8 — — — 31.8

Impact of derivatives, net — — — — — — 13.2 — 13.2

Change in foreign currency translation adjustment — — — — — — 8.1 — 8.1

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

Vesting of restricted stock units and other 3,980 — ( 259 ) — 6.6 0.1 — — 6.7

Balance at December 31, 2024 141,208 0.1 — — 2,611.8 ( 2,052.3 ) 132.5 — 692.1

142,051 0.1 259 — 2,271.6 ( 2,320.7 ) 111.2 — 62.2

Consolidated Statements of Stockholders' Equity (Deficit) (continued)

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Class A Common Stock Class B Common Stock Additional

Capital Retained Earnings (Accumulated

Deficit) Accumulated Other Comprehensive Income (Loss) Non-

Capital Retained Earnings

(Accumulated Deficit) Accumulated Other Comprehensive

Income (Loss) Non-

Interests Total

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( 10,220 ) — — — — ( 1,612.0 ) — — ( 1,612 )

Stock option exercises 199 — — — 6.9 — — — 6.9

Issuances of Class A common stock under employee stock purchase plan 356 — — — 31.8 — — — 31.8

Issuance of Class A common stock under employee stock purchase plan 230 — — — 30.5 — — — 30.5

Impact of derivatives, net — — — — — — ( 89.8 ) — ( 89.8 )

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__________________________________

(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.

(1) Includes a 1% excise tax on shares repurchased, net of the fair market value of new share issuances, of $ 9.9 million, $ 0.4 million, and $ 8.5 million, for the years ended 2025, 2024, and 2023, respectively.

See accompanying notes to consolidated financial statements.

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Equity-based compensation 317.8 299.9 296.3

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

Deferred taxes 157.4 ( 189.7 ) ( 993.2 )

Other 29.6 44.1 67.1

Changes in operating assets and liabilities, net of amounts acquired:

Changes in operating assets and liabilities:

Prepaid domain name registry fees ( 35.1 ) ( 42.3 ) ( 41.9 )

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

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

Purchases of intangible assets — — ( 35.4 )

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Issuance of term loans — 4,214.8 1,759.9

Stock option exercises 6.9 19.6 19.9

Issuance of Class A common stock under employee stock purchase plan 30.5 31.8 30.0

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Repayment of term loans ( 24.6 ) ( 4,237.1 ) ( 1,786.3 )

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

Other financing activities 8.9 ( 10.4 ) 4.9

Net cash used in financing activities ( 1,587.1 ) ( 677.4 ) ( 1,261.7 )

5 unchanged sentences

Interest on long-term debt, including impact of interest rate swaps $ 139.5 $ 150.2 $ 169.8

Income taxes, net of refunds received $ 19.1 $ 10.6 $ 11.2

Amounts included in the measurement of operating lease liabilities $ 34.5 $ 39.7 $ 44.4

1 unchanged sentence

Operating lease assets obtained in exchange for operating lease obligations $ 2.1 $ 11.5 $ 8.3

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

See accompanying notes to consolidated financial statements.

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Summary of Significant Accounting Policies

Business Acquisitions

Goodwill and Intangible Assets

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Accumulated Other Comprehensive Income (Loss)

Subsequent Events

Organization and Background

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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.

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.

Our products and experiences, including our AI-powered GoDaddy Airo ® , enable our customers to establish a digital presence, connect with their customers and manage their presence.

Basis of Presentation

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Prior Period Reclassifications

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

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

These amounts were not material to any period presented.

Use of Estimates

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.

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

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

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Amounts receivable for payment processor transactions totaled $ 31.6 million and $ 30.1 million at December 31, 2025 and 2024, respectively.

Short-Term Investments

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 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

1 unchanged sentence

Prepaid Domain Name Registry Fees

Prepaid domain name registry fees represent amounts charged by a registry at the time a domain is registered or renewed.

Prepaid domain name registry fees primarily represent amounts charged by a registry at the time a domain is registered or renewed.

These amounts are amortized to cost of revenue over the same period revenue is recognized for the related domain registration contracts.

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Property and equipment, net $ 145.4 $ 156.4

Depreciation and amortization expense related to property and equipment was $ 53.2 million, $ 61.3 million and $ 61.2 million during 2024, 2023 and 2022, respectively.

Depreciation and amortization expense related to property and equipment was $ 41.4 million, $ 53.2 million and $ 61.3 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

Property and equipment, net by geography was as follows:

$ 127.6 $ 133.1

France 15.4 19.8

All other international 7.9 18.6

All international 17.8 23.3

$ 145.4 $ 156.4

No other international country represented more than 10% of property and equipment, net in any period presented.

No country outside the U.S.

represented more than 10% of property and equipment, net in any period presented.

Capitalized Software Costs

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 $ 13.8 million and $ 12.8 million of such costs during 2025 and 2024, respectively.

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Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business acquisitions.

Indefinite-lived intangible assets consist of the GoDaddy trade names and branding, our domain portfolio and certain contractual-based assets.

Indefinite-lived intangible assets consist of the GoDaddy trade names and branding, individual domains within our domain portfolio and certain contractual-based assets.

Goodwill and indefinite-lived intangible assets are not amortized to earnings, but are assessed for impairment at least annually.

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

There were no material impairment charges for 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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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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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.

Equity Investments

We hold investments in privately held equity securities, which are recorded in other assets and were as follows:

Equity Investments

Equity investments as of December 31, 2022 $ 40.5

Fair market value adjustments (1)

Impairment losses (1)

Additional investments 0.5

Equity investments as of December 31, 2023 53.1

Fair market value adjustments (1)

Impairment losses (1)

Additional investments —

Equity investments as of December 31, 2024 $ 53.1

_________________________________

(1) Fair market value adjustments and impairment losses are recorded in other income (expense), net.

We hold investments in privately held equity securities, which are recorded in other assets, with a carrying value of $ 58.8 million and $ 53.1 million as of December 31, 2025 and December 31, 2024, respectively.

These securities are recorded at cost and adjusted for observable transactions for same or similar investments of the same issuer or 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 or fair market value adjustments of our investments during the year ended December 31, 2024.

Our analysis did not indicate impairment or material fair market value adjustments of our investments during the years ended December 31, 2025 and 2024.

Foreign Currency

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.

For certain of our foreign subsidiaries whose functional currency is other than the U.S.

dollar, we translate revenue and expense transactions at average exchange rates.

We translate assets and liabilities at period-end exchange rates and include foreign currency translation gains and losses as a component of AOCI.

The functional currency for certain of our foreign subsidiaries is the same as the local currency.

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

dollars at period-end exchange rates, and revenues and expenses are translated at average exchange rates prevailing throughout the period.

Translation adjustments are included in AOCI, a separate component of equity.

In addition, we recognize foreign currency remeasurement gains and losses related to monetary assets and liabilities denominated in currencies other than the applicable functional currency within other income (expense), net.

Such gains and losses were $( 6.5 ) million, $( 4.7 ) million and $( 9.6 ) million during the years ended December 31, 2025, 2024 and 2023, respectively.

Revenue Recognition

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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 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.

1 unchanged sentence

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 including payment processing fees 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, notably our website building products, 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.

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$ 4,951.1 $ 4,573.2 $ 4,254.1

No single customer represented over 10% of our total revenue for any period presented.

No single customer represented over 10% of our total revenue in any period presented.

Revenue by geography is based on the customer's billing address and was as follows:

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$ 4,951.1 $ 4,573.2 $ 4,254.1

No international country represented more than 10% of total revenue in any period presented.

No country outside the U.S.

represented more than 10% of total revenue in any period presented.

See Note 7 for information regarding our deferred revenue.

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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 stand-alone selling price (SSP), as described below.

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 coterminous product offering.

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.

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

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.

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We sell our products directly to customers and also through a network of resellers.

In certain cases, we act as a reseller of products provided by others.

In certain cases, we act as a reseller of products fulfilled by others.

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.

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We capitalize and amortize these prepaid domain name registry fees to cost of revenue consistent with the pattern of transfer of the product to which the asset relates.

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

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

Amortization expense of such asset was $ 837.3 million, $ 793.1 million and $ 765.3 million during the years ended December 31, 2025, 2024 and 2023, respectively.

We have no other material capitalized contract costs.

Operating Expenses

Cost of Revenue (excluding depreciation and amortization)

Costs of revenue are primarily the direct costs we incur in connection with selling an incremental product to our customers.

Substantially all cost of revenue relates to domain registration fees, payment processing fees, third-party commissions and licensing fees for third-party productivity applications.

Cost of revenue is primarily the direct costs we incur in connection with selling an incremental product to our customers.

Substantially all cost of revenue relates to domain registration fees, licensing fees for third-party productivity applications, third-party commissions, and payment processing fees.

Technology and Development

Technology and development expenses represent the costs associated with the creation, development and distribution of our products and websites.

Technology and development expenses represent the costs associated with the creation, development and distribution of our products and services.

These expenses primarily consist of personnel costs associated with the design, development, deployment, testing, operation and enhancement of our products, as well as costs associated with the data centers and systems infrastructure supporting those products, excluding depreciation expense.

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Advertising costs are expensed either as incurred, at the time a commercial initially airs or when a promotion first appears in the media.

Advertising expenses were $ 251.9 million, $ 247.1 million and $ 284.9 million during 2024, 2023 and 2022, respectively.

Advertising expenses were $ 273.9 million, $ 251.9 million and $ 247.1 million during the years ended December 31, 2025, 2024 and 2023, respectively.

Customer Care

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Restructuring and Other

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.

Restructuring and other 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 for all years presented as well as the sale of certain assets and liabilities of our hosting business within our Core segment for the year ended December 31, 2023, and (ii) a charge incurred for the year ended December 31, 2023 related to the termination of a revenue sharing agreement.

Equity-Based Compensation

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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.

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

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.

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

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.

We prospectively adopted this guidance for the year ended December 31, 2025.

See Note 15 for additional disclosures, including a reconciliation of the statutory U.S.

federal income tax rate to our effective income tax rate and federal and foreign cash taxes paid.

Fair Value Measurements

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Level 3 — Unobservable inputs in which there is little or no market data requiring the reporting entity to develop its own assumptions.

We hold certain assets required to be measured at fair value on a recurring basis.

These include time deposits and money market funds, which we classify within Level 1 because we use quoted market prices to determine their fair value.

Level 2 assets and liabilities include derivative financial instruments associated with hedging activity, as further discussed in Note 11.

We hold certain assets and liabilities required to be measured at fair value on a recurring basis.

These include time deposits and notice deposits, which we classify within Level 1 because we use quoted market prices to determine their fair value.

Level 2 assets and liabilities include commercial paper and derivative financial instruments associated with hedging

activity, as further discussed in Note 10.

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 no active markets for the hedge contracts themselves;

There are no active markets for the commercial paper or hedge contracts themselves;

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

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Total assets $ 350.0 $ 258.1 $ — $ 608.1

Derivative liabilities $ — $ 136.0 $ — $ 136.0

December 31, 2024

3 unchanged sentences

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

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 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.

We include the results of operations of acquired businesses as of the respective acquisition dates.

Purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill.

If applicable, we estimate the fair value of contingent consideration payments in determining the purchase price.

Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed at the acquisition date.

Contingent consideration is adjusted to fair value in subsequent periods as an increase or decrease in general and administrative expenses.

Acquisition-related costs are charged to general and administrative expense as incurred.

Concentrations of Risks

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We have internal procedures to restore products in the event of a service disruption or disaster at any of our data center facilities.

We serve our customers and users from data center facilities operated either by us or third parties, which are most significantly located in Arizona, Virginia, France, Germany, the Netherlands and Singapore.

We serve our customers and users from data center facilities operated either by us or third parties, which are most significantly located in Arizona, Virginia, Singapore and France.

Even with these procedures for disaster recovery in place, the availability of our products could be significantly interrupted during the implementation of restoration procedures.

Recent Accounting Pronouncements

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.

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 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.

The guidance 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

This update is effective for our 2027 fiscal year and interim periods in fiscal year 2028, with early adoption permitted.

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

Business Acquisitions

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

The acquisition was not material to our results of operations.

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

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.

We are currently evaluating our timing for adoption and the impact on our future disclosures.

In September 2025, the FASB issued guidance that modernizes the recognition and disclosure framework for internal-use software costs, removing the previous "development stage" model and introducing a more judgment-based approach.

Under the new guidance, capitalization begins when management authorizes and commits to funding a project and it is probable the project will be completed and used as intended.

This update is effective for our 2028 fiscal year and interim periods within, with early adoption permitted.

We are currently evaluating our timing for adoption and the impact on our financial statements.

In November 2025, the FASB issued guidance which includes amendments to more closely align hedge accounting with the economics of an entity's risk management activities.

The amendments are effective for our 2027 fiscal year and interim periods within, with early adoption permitted, and are required to be applied prospectively.

We are currently evaluating our timing for adoption and the impact on our financial statements and related disclosures.

Goodwill and Intangible Assets

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Balance at December 31, 2023 $ 1,513.6 $ 2,055.7 $ 3,569.3

Goodwill related to acquisitions 16.6 23.0 39.6

Impact of foreign currency translation ( 20.5 ) ( 28.2 ) ( 48.7 )

Purchase accounting adjustments related to prior period acquisitions — ( 3.9 ) ( 3.9 )

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

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

Impact of foreign currency translation 48.0 66.4 114.4

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

Balance at December 31, 2025 $ 1,541.1 $ 2,092.2 $ 3,633.3

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December 31, 2025

Gross Carrying

Amount Accumulated

Amortization Net Carrying

Amortization Net

Indefinite-lived intangible assets:

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December 31, 2024

Gross Carrying

Amount Accumulated

Amortization Net Carrying

Amortization Net

Indefinite-lived intangible assets:

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$ 1,680.7 $ ( 624.9 ) $ 1,055.8

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, which was paid in 2024.

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

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:

Amortization expense was $ 71.7 million, $ 78.5 million and $ 104.9 million during the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the weighted-average remaining amortization period for amortizable intangible assets was 6 months for customer-related intangible assets, 4 months for developed technology and 27 months for trade names and other, and was 17 months in total.

Based on the balance of finite-lived intangible assets as of December 31, 2025, expected future amortization expense is as follows:

Year Ending December 31:

Stockholders' Equity

Certificate of Incorporation

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.

Shares of Class B common stock have no economic rights, but do have voting rights.

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.

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

Share Repurchases

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.

Our board of directors authorized a stock repurchase program, which commenced in May 2021, and subsequently, in January 2022 and August 2023, our board of directors increased authorization for an aggregate total authorization of $ 4.0 billion through 2025.

In April 2025, our board of directors approved the repurchase of up to an additional $ 3.0 billion of our Class A common stock through the end of 2027.

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 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 (VWAP) of our stock during the purchase period less an agreed upon discount.

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.

This authorization does not obligate us to make any repurchases and may be modified, suspended or terminated by us at any time without prior notice.

In the years ended December 31, 2025 and 2024, we entered into accelerated share repurchase agreements (ASRs) to repurchase shares of our Class A common stock, pursuant to which, we made upfront payments totaling $ 767.4 million and $ 245.0 million, respectively.

The total number of shares delivered under each ASR, and therefore the average purchase price paid per share, were determined 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 ASRs were completed in each respective year.

During 2025, we repurchased a total of 4.4 million shares of Class A common stock with a weighted average price of $ 176.02 per share.

During 2024, we repurchased a total of 1.4 million 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:

In addition to the ASRs discussed above, we also made the following open market repurchases of our Class A common stock, which were retired upon repurchase (shares in thousands):

Year Ended December 31, Number of Shares Repurchased Aggregate Purchase Price (1)

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(1) The aggregate purchase price includes commissions paid in connection with the repurchases.

As of December 31, 2024, we had $ 767.4 million of remaining authorization available for repurchases.

As of December 31, 2025, we had $ 2,165.2 million of remaining authorization available for share repurchases.

Prepaid Expenses and Other Current Assets

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_________________________________

(1) Usage-based prepaid expenses include various cost of sales, marketing, rent and other prepaid commitments that are amortized as the funds are used.

(1) Usage-based prepaid expenses include various cost of sales, marketing, rent and other prepaid commitments that are amortized as the funds are utilized.

Equity-Based Compensation Plans

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

On June 6, 2024, 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.

As of December 31, 2025, 7,525 shares were available for issuance as future awards under the plan.

On June 6, 2024, 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.

As of December 31, 2025, 4,020 shares were available for issuance as future awards under the plan.

Equity Plan Activity

The following table summarizes stock option activity:

We have not granted stock options since 2020.

The following table summarizes activity of historically granted stock options:

Shares of Class A Common Stock (#) Weighted-

Value ($) Weighted-

Price ($) Weighted-

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Exercised ( 298 ) 43.43 35.3

Forfeited ( 1 ) 17.24

Outstanding and vested at December 31, 2025 347 63.61 3.3 40.5

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TSR-based PSUs 265

TSR-based PSU achievement above target 91

Vested ( 4,215 )

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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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Deferred revenue consisted of the following:

A&C $ 783.2 $ 683.8

Core 1,439.1 1,391.1

Applications and Commerce $ 875.2 $ 783.2

Core Platform 1,509.0 1,439.1

$ 2,384.2 $ 2,222.3

A&C $ 197.0 $ 173.5

Core 686.2 628.9

Applications and Commerce $ 217.8 $ 197.0

Core Platform 717.1 686.2

$ 934.9 $ 883.2

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2026 2027 2028 2029 2030 Thereafter Total

A&C $ 783.2 $ 139.7 $ 43.7 $ 8.1 $ 3.2 $ 2.3 $ 980.2

Core 1,439.1 387.1 138.9 67.3 36.9 56.0 2,125.3

Applications and Commerce $ 875.2 $ 154.3 $ 48.7 $ 8.7 $ 3.5 $ 2.6 $ 1,093.0

Core Platform 1,509.0 401.6 143.6 70.1 38.6 63.2 2,226.1

$ 2,384.2 $ 555.9 $ 192.3 $ 78.8 $ 42.1 $ 65.8 $ 3,319.1

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Accrued expenses and other current liabilities consisted of the following:

Derivative liabilities $ 136.0 $ —

Accrued payroll and employee benefits 135.9 146.0

Tax-related accruals 84.6 66.9

Derivative liabilities — 46.4

Accrued hosting and software licenses 34.1 17.8

Accrued legal and professional 32.1 35.3

Current portion of operating lease liabilities 20.3 23.0

Accrued acquisition-related expenses and acquisition consideration payable — 15.0

Accrued marketing and advertising 15.6 12.3

Accrued interest 12.3 13.6

Other 85.7 89.6

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November 10, 2029 $ 1,444.2 $ 1,458.9

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

2031 Term Loans (effective interest rate of 6.2 % at December 31, 2025 and 7.2 % at December 31, 2024)

May 31, 2031 985.0 995.0

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 5.5 % at December 31, 2025 and 5.4 % at December 31, 2024)

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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.

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 May 2024, in conjunction with the amendment to the Credit Facility described above, 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.

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 borrowing capacity under our Revolver is $ 1.0 billion, which is reduced by any outstanding letters of credit.

The Revolver bears interest at a rate equal to, at our option, either (i) SOFR for the applicable interest period plus a margin ranging from 1.25 % to 1.75 % per annum or (ii) the highest of (a) the Federal Funds Rate plus 0.5 %, (b) the Prime Rate or (c) 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.

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).

At December 31, 2025, we had $ 998.6 million available for borrowing under the Revolver.

All SOFR-based interest rates under the Credit Facility are subject to a 0.0 % floor.

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• subject to certain exceptions and exclusions, all obligations are unconditionally guaranteed by all of our wholly-owned, material domestic subsidiaries and are secured by substantially all of our and such subsidiaries real and personal property.

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.

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 100.875 % of the principal amount, decreasing to 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 100.0 % of the principal amount, 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.

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 100.875 % of the principal amount, decreasing to 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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Foreign exchange forward contracts $ 1,064.2 $ 946.3 $ 0.7 $ 33.2 $ 22.6 $ —

$ 946.3 $ 592.1 $ 33.2 $ 1.4 $ — $ 14.7

Cross-currency swaps (1)

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(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.

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

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The following table summarizes the effect of our hedging relationships on AOCI:

Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss)

Unrealized Gains (Losses) Recognized in

Other Comprehensive Income (Loss)

Year Ended December 31,

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Cross-currency swap 7.4 ( 8.3 ) ( 12.8 )

Interest rate swaps ( 16.7 ) ( 46.3 ) 158.3

Interest rate swap ( 63.0 ) ( 16.7 ) ( 46.3 )

Net investment hedges:

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2025 2024 2023

Revenue Interest Expense Other Income (Expense), Net Revenue Interest Expense Other Income (Expense), Net Revenue Interest Expense Other Income (Expense), Net

Revenue Interest

Expense Other

Net Revenue Interest

Expense Other

Net Revenue Interest

Expense Other

Cash flow hedges:

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(1) The amounts reflected in other income (expense), net include $( 34.7 ) million, $ 16.8 million and $( 41.3 ) million reclassified from AOCI to offset the earnings impact of the remeasurement of the Euro-denominated intercompany loan hedged by the cross-currency swap during 2024, 2023 and 2022, respectively.

(1) The amounts reflected in other income (expense), net include $ 68.9 million, $( 34.7 ) million and $ 16.8 million reclassified from AOCI to offset the earnings impact of the remeasurement of the Euro-denominated intercompany loan hedged by the cross-currency swap during the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, we estimate that $ 54.0 million of net deferred gains related to our designated hedges will be recognized in earnings over the next 12 months.

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In April 2017, we entered into a five-year pay-fixed rate, receive-floating rate interest rate swap arrangement to effectively convert a portion of the variable-rate borrowings under the previously issued term loans maturing in 2024, which were refinanced with the 2029 Term Loans, to a fixed rate of 5.44 %.

In March 2022, we entered into a transaction to extend the maturity of the swaps to August 31, 2027.

In 2022, we entered into a transaction to extend the maturity of the swaps to August 31, 2027.

We and the existing counterparties executed cancellation agreements to terminate all rights, obligations and liabilities associated with the original swaps.

On the modification date, the existing cash flow hedging relationships were de-designated and new hedging relationships incorporating the terms of the new interest rate swaps (the 2022 Interest Rate Swaps) were designated.

The 2022 Interest Rate Swaps, which had an amortizing notional amount of $ 1,262.5 million at inception, serve to convert a portion of the variable-rate borrowings under the 2029 Term Loans to a fixed rate of 4.81 %.

In November 2022, in conjunction with the concurrent Credit Facility refinancing discussed in Note 10, we terminated these swaps and entered into new SOFR-based interest rate swaps.

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.

The SOFR-based 2022 Interest Rate Swaps, which had an amortizing notional amount of $ 1,262.5 million at inception, serve to convert a portion of the variable-rate borrowings under the 2029 Term Loans to a fixed rate of 4.81 %.

In August 2020, in conjunction with the issuance of the 2027 Term Loans, we entered into seven-year pay-fixed rate, receive-floating rate interest rate swaps to effectively convert the variable one-month LIBOR interest rate on the 2027 Term Loans borrowings to a fixed rate of 0.705 %.

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 with a fixed rate of 0.672 %.

In May 2023, in conjunction with a concurrent Credit Facility amendment, 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 $ 26.2 $ 32.0 $ 37.3

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, 2025 were as follows:

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

On November 7, 2025, a jury in the U.S.

District Court for the District of Delaware returned a verdict finding that we infringed two web technology patents owned by Express Mobile, Inc.

We have challenged the verdict through post-trial motions and the Plaintiff has moved for interest and enhancement of the damages, as well as interest on the amount of the verdict.

We believe that we have valid arguments in support of these post-trial motions and intend to vigorously pursue post-trial and appellate remedies.

Because of the current stage of the proceedings, including the absence of a final, non-appealable decision, we have determined that it is not probable that a liability has been incurred, and therefore, no liability was recognized as of December 31, 2025.

While the outcome is uncertain, we currently estimate that it is reasonably possible that our loss exposure in this matter could range from zero to $ 170.0 million.

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

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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.

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.

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

On April 21, 2025, plaintiffs filed their petition for permission to appeal to the 11th Circuit, which was granted on September 30, 2025.

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, 2025.

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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 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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During the year ended December 31, 2025, we implemented restructuring activities which impacted approximately 100 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.

In conjunction with these restructuring activities, we recognized $ 10.2 million of pre-tax restructuring charges related to severance, employee benefits and equity-based compensation during the year ended December 31, 2025.

Of this amount, $ 3.2 million and $ 3.3 million were recognized within our A&C and Core segments, respectively, and $ 3.7 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 related to severance, employee benefits and equity-based compensation during the year ended December 31, 2024 .

Restructuring charges paid during the year were $ 24.4 million and accrued restructuring charges were immaterial as of 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.

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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.

Accrued restructuring charges as of December 31, 2023 were $ 7.4 million.

Cash payments of $ 5.7 million and $ 16.4 million related to the restructuring activities described above were made during 2025 and 2024, respectively.

We expect to make substantially all remaining restructuring payments by the end of the second quarter of 2026.

The following table shows the total amount incurred and the accrued restructuring costs, which are recorded in accrued expenses and other current liabilities in our balance sheet, for severance and employee benefits as of December 31, 2024 :

Accrued Restructuring Costs

Accrued restructuring costs as of December 31, 2022 $ —

Restructuring costs incurred (1)

Amount paid ( 38.7 )

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

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(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.

Defined Contribution Plan

We maintain defined contribution 401(k) plans covering eligible U.S.

We maintain a defined contribution 401(k) plan covering eligible U.S.

employees, who may contribute up to 100 % of their compensation, subject to limitations established by the Internal Revenue Code.

We match employee contributions on a discretionary basis.

Expense for our matching contributions was $ 15.1 million, $ 15.8 million and $ 15.9 million during 2024, 2023 and 2022, respectively.

Expense for our matching contributions was $ 14.7 million, $ 15.1 million and $ 15.8 million during the years ended December 31, 2025, 2024 and 2023, respectively.

We maintain defined contribution benefit plans covering eligible foreign employees.

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

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.

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

income tax purposes.

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.

On July 4, 2025, the U.S.

1 (One Big Beautiful Bill Act, or The Act).

The Act includes, among other provisions, changes to the U.S.

corporate income tax system including allowing immediate expensing of qualifying research and development expenses and permanently extending certain provisions within the Tax Cuts and Jobs Act.

The provisions which became effective beginning July 1, 2025 have been incorporated into our results for the year ended December 31, 2025.

Benefit (Provision) for Income Taxes

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2025 2024 2023

Federal $ 0.3 $ ( 0.8 ) $ ( 1.3 )

State 0.1 ( 5.4 ) ( 0.9 )

Foreign ( 18.9 ) ( 14.9 ) ( 16.9 )

$ — $ 0.3 $ ( 0.8 )

Federal 145.1 860.5 ( 0.7 )

State 18.5 116.3 ( 0.5 )

Foreign 26.4 16.1 16.7

( 2.9 ) 0.1 ( 5.4 )

15.5 ( 18.9 ) ( 14.9 )

12.6 ( 18.5 ) ( 21.1 )

( 152.0 ) 145.1 860.5

( 14.5 ) 18.5 116.3

8.9 26.4 16.1

( 157.6 ) 190.0 992.9

Benefit (provision) for income taxes $ ( 145.0 ) $ 171.5 $ 971.8

The following table presents a reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to our income before income taxes:

Year Ended December 31, 2025

Amount % of Income Before Income Taxes

federal statutory tax rate $ ( 214.2 ) 21.0 %

State and local income taxes, net (1)

( 11.7 ) 1.1 %

Research and development tax credits 33.3 ( 3.3 ) %

Changes in unrecognized tax benefits 11.0 ( 1.1 ) %

Nontaxable or nondeductible items:

Tax effect of equity-based compensation 48.2 ( 4.7 ) %

Other nontaxable or nondeductible items ( 6.8 ) 0.7 %

Other ( 4.8 ) 0.5 %

Effective tax rate $ ( 145.0 ) 14.2 %

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(1) State taxes in California, New York, Florida, Illinois, and Virginia made up the majority of the tax effect in this category.

We generated an income tax provision of $ 145.0 million in 2025 as compared to an income tax benefit of $ 171.5 million in 2024, primarily attributable to the effects of the DNC Restructure.

Our 2025 effective tax rate is primarily driven by current year earnings taxed at our federal and state tax rate, offset by a benefit for current year research and development credits and excess tax benefits related to stock-based compensation.

A reconciliation of the statutory U.S.

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Year Ended December 31,

2024 2023 2022

Expected provision at U.S.

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Research and development credits 46.1 33.1

Foreign earnings 4.5 0.2 3.7

Effect of changes in tax rates and apportionment — ( 97.1 )

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Equity-based compensation 43.3 —

Effect of DNC Restructuring 267.4 — ( 7.0 )

Non-deductible expenses ( 8.3 ) ( 5.1 ) —

Effect of DNC Restructure 267.4 —

Other ( 13.3 ) ( 5.8 )

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Benefit (provision) for income taxes $ 171.5 $ 971.8

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.

We generated an income tax benefit of $ 171.5 million in 2024 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.

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

Deferred Taxes

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Year Ended December 31,

NOLs $ 507.3 $ 473.1

Net operating losses $ 571.2 $ 507.3

Goodwill 192.7 288.6

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Operating lease liabilities 19.6 24.6

Investment in Desert Newco — 697.2

Unrealized gains and losses 4.4 —

Other 37.5 42.2

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Operating lease assets ( 11.9 ) ( 13.9 )

Identified intangible assets — ( 40.0 )

Other ( 10.7 ) ( 10.9 )

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Net DTAs $ 1,047.9 $ 1,161.3

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.

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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.

We maintain valuation allowances on certain U.S.

federal, state and foreign carryforwards as we concluded they are not more likely than not to be realized.

As of December 31, 2025, we had U.S.

federal, state and foreign gross NOLs and tax credits, a portion of which will begin to expire in 2030, as follows:

Gross NOLs and Tax Credits Portion Subject to a Valuation Allowance

federal, state and foreign gross net operating losses (NOLs) and tax credits, a portion of which will begin to expire in 2030, as follows:

Gross NOLs and Tax

Credits Portion

Subject to a Valuation Allowance

Federal $ 2,429.7 $ 99.9

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$ 5,332.3 $ 2,076.7

As of December 31, 2024, we have provided income taxes on the earnings of foreign subsidiaries, except to the extent such earnings are considered indefinitely reinvested.

We have determined the amount of unrecognized DTL related to these temporary differences to be immaterial.

Uncertain Tax Positions

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The total amount of gross unrecognized tax benefits was $ 176.0 million as of December 31, 2025, of which $ 113.5 million, if fully recognized, would decrease our effective tax rate.

We recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense.

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.

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.

During 2025, we recognized a $ 34.6 million income tax benefit related to the recognition of an uncertain tax position in a foreign jurisdiction as a result of a favorable tax court ruling.

We have filed all income tax returns for years through 2024, other than for Germany and the Netherlands.

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A tax position successfully challenged by a taxing authority could result in an adjustment to our benefit for income taxes in the period in which a final determination is made.

Cash paid for income taxes was as follows:

Year Ended December 31, 2025

Federal $ 1.5

Netherlands 8.3

India ( 6.9 )

All other foreign jurisdictions 8.5

Total payments (refunds) $ 16.5

Cash paid for income taxes was $ 19.1 million and $ 10.6 million for the years ended December 31, 2024 and 2023, respectively.

Income Per Share

Basic income per share is computed by dividing net income attributable to GoDaddy Inc.

by the weighted-average number of shares of Class A common stock outstanding during the period.

Basic income per share is computed by dividing net income by the weighted-average number of shares of Class A common stock outstanding during the period.

Diluted income per share is computed giving effect to all potentially dilutive shares unless their effect is antidilutive.

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2025 2024 2023

$ 936.9 $ 1,375.6 $ 352.9

Net income $ 875.0 $ 936.9 $ 1,375.6

net income attributable to non-controlling interests — — 0.8

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2025 2024 2023

Stock options — 19 234

RSUs, PSUs and ESPP shares 364 780 492

RSU, PSUs, and ESPP shares 48 364 799

Segment Information

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Our chief operating decision maker (CODM), which, as of December 31, 2025, was our Chief Executive Officer, evaluates the performance of and allocates resources to our segments based on each segment's revenue and earnings before interest, taxes, depreciation and amortization (Segment EBITDA).

Segment EBITDA is evaluated on a monthly basis by the CODM by monitoring actual results versus the annual plan.

This comparison is performed to make strategic decisions regarding segment profitability, resource allocation, pricing strategies and cost optimization.

Segment EBITDA is defined as segment revenues less costs and operating expenses, excluding depreciation and amortization, interest expense (net), provision or benefit for income taxes, equity-based compensation expense, acquisition-related costs, restructuring-related expenses and certain other items.

We believe Segment EBITDA serves as a measure that assists our CODM and our investors in comparing our segments' performance on a consistent basis.

Segment EBITDA serves as a measure that assists our CODM and our investors in comparing our segments' performance on a consistent basis.

Our CODM does not use assets by segment to evaluate performance or allocate resources;

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Equity-based compensation expense ( 317.8 ) ( 299.1 ) ( 294.0 )

( 299.1 ) ( 294.0 ) ( 264.4 )

Interest expense, net of interest income ( 114.2 ) ( 130.4 ) ( 155.4 )

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

Restructuring and other (3)

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(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.

The CODM uses consolidated expense information to manage operations and is not regularly provided disaggregated other segment items.

(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.

The CODM uses consolidated expense information to manage operations and is not regularly provided disaggregated other segment items.

(3) In addition to restructuring and other 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, acquisition-related expenses, and incremental expenses associated with certain professional services.

Accumulated Other Comprehensive Income (Loss)

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Amounts reclassified from AOCI — 130.4 130.4

( 4.3 ) 87.8 83.5

Other comprehensive income - 2024 7.9 13.2 21.1

$ ( 83.6 ) $ 195.0 111.4

AOCI attributable to non-controlling interests ( 0.2 )

Balance as of December 31, 2024 ( 75.7 ) 208.2 132.5

Gross balance as of December 31, 2023 (2)

$ ( 83.6 ) $ 195.0 $ 111.4

Other comprehensive income (loss) before reclassifications ( 13.5 ) ( 91.4 ) ( 104.9 )

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

(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.

Subsequent Events

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