What changed in this filing

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Item 1. Financial Statements

2025-07-24 compared with 2025-04-24 · 76 added, 37 removed, 265 unchanged (30% of the section changed)

35 unchanged sentences

Issued shares:

355.4 at March 31, 2025 and 355.2 at December 31, 2024;

355.5 at June 30, 2025 and 355.2 at December 31, 2024;

Outstanding shares:

94.1 at March 31, 2025 and 95.0 at December 31, 2024

93.6 at June 30, 2025 and 95.0 at December 31, 2024

10,203.0 10,645.3

7 unchanged sentences

(In millions, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenues $ 409.9 $ 387.1 $ 812.2 $ 771.4

22 unchanged sentences

(In millions)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Total stockholders’ deficit, beginning of period $ ( 1,977.0 ) $ ( 1,635.7 ) $ ( 1,957.9 ) $ ( 1,581.0 )

2 unchanged sentences

Repurchase of common stock ( 166.8 ) ( 390.3 ) ( 408.5 ) ( 660.2 )

Common stock cash dividends ( 72.1 ) — ( 72.1 ) —

Stock-based compensation 16.2 14.6 33.9 29.9

11 unchanged sentences

Total stockholders’ deficit, end of period $ ( 1,993.8 ) $ ( 1,816.4 ) $ ( 1,993.8 ) $ ( 1,816.4 )

Cash dividends declared per common share $ 0.77 $ — $ 0.77 $ —

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

20 unchanged sentences

Repurchases of common stock ( 408.5 ) ( 660.2 )

Payment of dividends ( 72.1 ) —

Payment of excise tax on repurchase of common stock ( 11.6 ) —

Proceeds from employee stock purchase plan 7.9 8.3

31 unchanged sentences

The following table summarizes the Company’s cash, cash equivalents, and marketable securities and the fair value categorization of the financial instruments measured at fair value on a recurring basis:

March 31, December 31,

June 30, December 31,

(In millions)

11 unchanged sentences

The gross and net unrealized gains and losses included in the fair value of the debt securities were not significant for the periods presented.

All of the debt securities held as of March 31, 2025 are scheduled to mature in less than one year.

All of the debt securities held as of June 30, 2025 are scheduled to mature in less than one year.

Fair Value Measurements

6 unchanged sentences

The fair value of all of these financial instruments are classified as Level 1 in the fair value hierarchy.

As of March 31, 2025, the Company’s other financial instruments include cash, accounts receivable, restricted cash, and accounts payable whose carrying values approximated their face values.

The aggregate fair value of the Company’s senior notes is $ 1.71 billion and $ 1.69 billion as of March 31, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Company’s other financial instruments include cash, accounts receivable, restricted cash, and accounts payable whose carrying values approximated their face values.

The aggregate fair value of the Company’s senior notes is $ 1.73 billion and $ 1.69 billion as of June 30, 2025 and December 31, 2024, respectively.

The fair values of these debt instruments are based on available market information from public data sources and are classified as Level 2.

Selected Balance Sheet Items

Other Current Assets

Other current assets consist of the following:

June 30, December 31,

(In millions)

Prepaid expenses $ 31.5 $ 30.8

Prepaid registry fees 26.0 24.3

Taxes receivable 22.0 2.2

Accounts receivable, net 5.8 5.6

Other 3.2 1.0

Total other current assets $ 88.5 $ 63.9

The taxes receivable balance fluctuates from period to period due to the timing of estimated income tax payments in the Company’s major tax jurisdictions.

Other Long-term Assets

Other long-term assets consist of the following:

June 30, December 31,

(In millions)

Long-term prepaid expenses $ 10.0 $ 13.5

Long-term prepaid registry fees 8.4 8.2

Operating lease right-of-use asset 8.0 9.3

Restricted cash 5.3 5.4

Other 2.9 3.0

Total other long-term assets $ 34.6 $ 39.4

The prepaid registry fees in the tables above relate to the fees the Company pays to ICANN for each annual term of .

com domain name registrations and renewals which are deferred and amortized over the domain name registration term.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following:

March 31, December 31,

June 30, December 31,

(In millions)

Accounts payable and accrued expenses $ 8.1 $ 10.6

Taxes payable 101.8 65.8

Customer deposits 76.1 64.6

Accrued employee compensation 51.0 66.9

Accrued registry fees 14.2 12.6

Taxes payable 42.4 65.8

Interest payable 15.1 19.5

Accrued registry fees 13.9 12.6

Customer incentives payable 11.4 8.9

2 unchanged sentences

Total accounts payable and accrued liabilities $ 225.3 $ 257.8

Taxes payable reflects amounts accrued for the income tax provision and payments made during the period.

This balance fluctuates from period to period due to the timing of income tax payments in the Company’s major tax jurisdictions.

Customer deposits varies from period to period due to the timing of payments from certain large customers.

Accrued employee compensation primarily consists of liabilities for employee leave, salaries, payroll taxes, employee contributions to the employee stock purchase plan, and incentive compensation.

Accrued employee incentive compensation as of December 31, 2024 was paid during the three months ended March 31, 2025.

Accrued employee incentive compensation as of December 31, 2024 was paid during the six months ended June 30, 2025.

Taxes payable reflects amounts accrued for the income tax provision and payments made during the period.

This balance fluctuates from period to period due to the timing of income tax payments in the Company’s major tax jurisdictions.

Interest payable varies at each period-end based on the payment due dates for each senior note issuance.

Interest payable as of March 31, 2025 reflects the early payment of accrued interest on the Company’s $ 500.0 million of 5.25 % senior unsecured notes (“2025 Notes”) in March 2025, prior to their maturity on April 1, 2025.

On March 11, 2025, the Company issued $ 500.0 million of 5.25 % senior unsecured notes due June 1, 2032 (“2032 Notes”).

2 unchanged sentences

The total discount and issuance costs of $ 6.7 million are presented on the balance sheet as a reduction of the debt obligation and are being amortized to Interest expense over the 7-year term of the notes.

On March 31, 2025, the Company used the net proceeds from the 2032 Notes and cash on hand to fund the repayment of all of its $ 500.0 million aggregate principal amount of outstanding 2025 Notes.

On March 31, 2025, the Company used the net proceeds from the 2032 Notes and cash on hand to fund the repayment of all of its $ 500.0 million aggregate principal amount of outstanding 5.25 % senior unsecured notes (“2025 Notes”), prior to their maturity on April 1, 2025.

Stockholders’ Deficit

Effective July 25, 2024, the Company’s Board of Directors authorized the repurchase of its common stock in the amount of approximately $ 1.11 billion, in addition to the $ 388.0 million that remained available for repurchases under the share repurchase program, for a total authorization of up to $ 1.50 billion under the program.

Effective July 25, 2024, the Company’s Board of Directors authorized the repurchase of its common stock in the amount of $ 1.11 billion, in addition to the $ 388.0 million that remained available for repurchases under the prior share repurchase authorization, for a total repurchase authorization of up to $ 1.50 billion under the program.

The program has no expiration date.

Purchases made under the program could be effected through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions.

As of March 31, 2025 there was approximately $ 792.7 million remaining available for repurchases under the program.

The summary of the Company’s common stock share repurchases are as follows.

Amounts may not add up due to rounding:

Three Months Ended March 31, 2025

Shares Total Costs Average Price

Purchases made under the program can be effected through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions.

As of June 30, 2025 there was $ 630.1 million remaining available for repurchases under the program.

Effective July 24, 2025, the Company’s Board of Directors authorized the repurchase of its common stock in the amount of $ 913.1 million, in addition to the $ 586.9 million that remained available for repurchases under the prior share repurchase authorization, for a total repurchase authorization of up to $ 1.50 billion under the program.

A summary of the Company’s common stock share repurchases is as follows:

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Shares Total Costs Average Price Shares Total Costs Average Price

(In millions, except average price amounts)

4 unchanged sentences

The share repurchase and authorization amounts disclosed within this Form 10-Q exclude the excise tax on share repurchases.

On April 23, 2025, the Company’s Board of Directors declared a cash dividend of $ 0.77 per share of the Company’s outstanding common stock to stockholders of record as of the close of business on May 19, 2025, payable on May 28, 2025.

On April 23, 2025, the Company’s Board of Directors declared a cash dividend of $ 0.77 per share of the Company’s outstanding common stock, totaling $ 72.1 million, which was paid on May 28, 2025.

The dividend was accounted for as a reduction of Additional paid-in capital.

On July 22, 2025, the Company’s Board of Directors declared a cash dividend of $ 0.77 per share of the Company’s outstanding common stock to stockholders of record as of the close of business on August 19, 2025, payable on August 27, 2025.

The Company intends to continue to pay a cash dividend on a quarterly basis, subject to market conditions and approval by the Company’s Board of Directors.

1 unchanged sentence

The following table presents the computation of weighted-average shares used in the calculation of basic and diluted earnings per share:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions)

9 unchanged sentences

The following table presents information about segment revenues, significant expenses and profits:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions)

19 unchanged sentences

The following table presents the Company’s revenues disaggregated by geography, based on the billing addresses of our customers:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions)

1 unchanged sentence

EMEA 68.8 61.6 135.8 121.9

45.5 43.8 89.9 88.7

Other 25.1 24.0 49.9 47.8

6 unchanged sentences

As payment for domain name registrations and renewals are due in advance of the Company’s performance, the Company records these amounts as deferred revenues.

The increase in the deferred revenues balance for the three months ended March 31, 2025 was primarily driven by amounts billed in the three months ended March 31, 2025 for domain name registrations and renewals to be recognized as revenues in future periods, offset by refunds for domain name renewals deleted during the 45-day grace period, and $ 358.3 million of revenues recognized that were included in the deferred revenues balance at December 31, 2024.

The balance of deferred revenues as of March 31, 2025 represents the Company’s aggregate remaining performance obligations.

Amounts included in current deferred revenues are all expected to be recognized in revenues within 12 months, except for a portion of deferred revenues that relates to domain name renewals that are deleted in the 45-day grace

period following the transaction.

The increase in the deferred revenues balance for the six months ended June 30, 2025 was primarily driven by amounts billed in the six months ended June 30, 2025 for domain name registrations and renewals to be recognized as revenues in future periods, offset by refunds for domain name renewals deleted during the 45-day grace period, and $ 634.2 million of revenues recognized that were included in the deferred revenues balance at December 31, 2024.

The balance of deferred revenues as of June 30, 2025 represents the Company’s aggregate remaining performance obligations.

The long-term deferred revenues amounts will be recognized in revenues over several years, and in some cases, up to ten years.

2 unchanged sentences

The following table presents the classification of stock-based compensation:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions)

6 unchanged sentences

The following table presents the nature of the Company’s total stock-based compensation:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions)

1 unchanged sentence

Performance-based RSUs 2.4 1.6 6.2 3.7

ESPP 0.9 1.1 1.8 2.2

Total stock-based compensation $ 16.2 $ 14.6 $ 33.9 $ 29.9

1 unchanged sentence

Non-operating income, net, primarily consists of interest income from the Company’s surplus cash balances and marketable securities.

Interest income was $ 7.9 million and $ 12.0 million during the three months ended March 31, 2025 and 2024, respectively.

The decrease in interest income during the three months ended March 31, 2025 primarily reflects the lower amounts invested in debt securities in the current period and slightly lower interest rates on the Company’s investments in debt securities compared to the prior period.

Interest income was $ 6.0 million and $ 13.9 million during the three and six months ended June 30, 2025, respectively, compared to $ 9.7 million and $ 21.7 million during the same periods in 2024.

The decrease in interest income during the three and six months ended June 30, 2025 primarily reflects the lower amounts invested in debt securities in the current period and slightly lower interest rates on the Company’s investments in debt securities compared to the prior period.

The following table presents income tax expense and the effective tax rate:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(Dollars in millions)

3 unchanged sentences

taxes on foreign earnings, net of foreign tax credits, partially offset by a lower foreign effective tax rate.

House Resolution 1, commonly referred to as the One Big Beautiful Bill Act, was enacted into law on July 4, 2025.

The Company is currently evaluating the impact that the tax regulations included in the Act will have on its financial statements.

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-Q

Item 1. Financial Statements