What changed in this filing

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Item 1. Financial Statements

2025-10-23 compared with 2025-07-24 · 62 added, 46 removed, 295 unchanged (27% of the section changed)

3 unchanged sentences

(In millions, except par value)

September 30,

2025 December 31,

30 unchanged sentences

Issued shares:

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

355.6 at September 30, 2025 and 355.2 at December 31, 2024;

Outstanding shares:

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

92.9 at September 30, 2025 and 95.0 at December 31, 2024

9,933.4 10,645.3

7 unchanged sentences

(In millions, except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

11 unchanged sentences

Net income 212.8 201.3 619.5 594.2

Other comprehensive loss — — ( 0.3 ) ( 0.2 )

Other comprehensive income (loss) 0.1 0.4 ( 0.2 ) 0.2

Comprehensive income $ 212.9 $ 201.7 $ 619.3 $ 594.4

9 unchanged sentences

(In millions)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

14 unchanged sentences

Beginning balance ( 2.8 ) ( 2.8 ) ( 2.5 ) ( 2.6 )

Other comprehensive loss — — ( 0.3 ) ( 0.2 )

Other comprehensive income (loss) 0.1 0.4 ( 0.2 ) 0.2

Balance, end of period ( 2.7 ) ( 2.4 ) ( 2.7 ) ( 2.4 )

5 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

17 unchanged sentences

Cash flows from financing activities:

Repurchases of common stock ( 627.2 ) ( 963.3 )

Repayment of borrowings ( 500.0 ) —

Proceeds from senior note issuance, net of issuance costs 493.3 —

Repurchases of common stock ( 408.5 ) ( 660.2 )

Payment of dividends ( 144.1 ) —

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

Proceeds from employee stock purchase plan 12.3 12.3

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

Net cash used in financing activities ( 777.3 ) ( 951.0 )

27 unchanged sentences

We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which clarifies and modernizes certain aspects of the accounting for and disclosure of internal-use software costs.

The ASU does not change what types of costs are capitalized or when internal-use software cost capitalization ceases.

This guidance will be effective for the Company in 2028.

We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

Financial Instruments

1 unchanged sentence

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:

June 30, December 31,

September 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 June 30, 2025 are scheduled to mature in less than one year.

All of the debt securities held as of September 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 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.

As of September 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 $ 1.74 billion and $ 1.69 billion as of September 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.

2 unchanged sentences

Other current assets consist of the following:

June 30, December 31,

September 30, December 31,

(In millions)

5 unchanged sentences

Total other current assets $ 70.7 $ 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,

September 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 $ 10.8 $ 9.3

Long-term prepaid registry fees 8.4 8.2

Long-term prepaid expenses 8.2 13.5

Restricted cash 1.6 5.4

5 unchanged sentences

Accounts payable and accrued liabilities consist of the following:

June 30, December 31,

September 30, December 31,

(In millions)

10 unchanged sentences

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 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.

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

The 2032 Notes were issued at 99.581 % of par value.

The Company will pay interest on the notes semi-annually on June 1 and December 1, commencing on June 1, 2025.

Interest payments on the 2032 Notes commenced June 1, 2025 and are due semi-annually.

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.

1 unchanged sentence

Stockholders’ Deficit

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.

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.

The program has no expiration date.

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.

As of September 30, 2025 there was $ 1.33 billion remaining available for repurchases 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

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

Shares Total Costs Average Price Shares Total Costs Average Price

5 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, 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 initiated a quarterly cash dividend in April 2025.

A summary of the Company’s dividend activities for the periods presented is as follows:

Dividend Per Share

(In millions, except per share amounts)

April 23, 2025 May 28, 2025 $ 0.77 $ 72.1

July 22, 2025 August 27, 2025 0.77 72.0

$ 1.54 $ 144.1

The dividends were accounted for as a reduction of Additional paid-in capital.

On October 21, 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 November 18, 2025, payable on November 25, 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

8 unchanged sentences

The Company has one reportable segment that includes all the operations of the business.

The chief operating decision maker assesses performance and decides how to allocate resources based on revenues, operating income and net income as reported on the Consolidated Statement of Comprehensive Income.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

20 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

11 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 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 increase in the deferred revenues balance for the nine months ended September 30, 2025 was primarily driven by amounts billed in the nine months ended September 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 $ 827.2 million of revenues recognized that were included in the deferred revenues balance at December 31, 2024.

The balance of deferred revenues as of September 30, 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.

3 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Non-operating Income, Net

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

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 the components of non-operating income, net:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(In millions)

Interest income

$ 6.7 $ 8.7 $ 20.6 $ 30.4

( 0.4 ) 1.8 ( 1.3 ) 5.5

Total non-operating income, net

$ 6.3 $ 10.5 $ 19.3 $ 35.9

Interest income is earned primarily from the Company’s surplus cash balances and marketable securities.

The decrease in interest income during the three and nine months ended September 30, 2025, compared to the same periods last year, 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.

Other, net, reflects net gains and losses from the Company’s foreign currency exposure and related hedges.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 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.

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

The tax regulations included in the Act did not have a material impact on the Company’s effective tax rate for the periods presented, and the Company does not expect the Act to have a material impact on its effective tax rate for 2025.

The Company is currently evaluating the impact that the tax regulations may have on its financial statements in future years.

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