What changed in this filing

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Item 1. Financial Statements

2026-04-23 compared with 2025-10-23 · 53 added, 86 removed, 271 unchanged (34% of the section changed)

3 unchanged sentences

(In millions, except par value)

September 30,

2026 December 31,

15 unchanged sentences

Deferred revenues 1,071.2 1,035.1

Current senior notes — 299.8

Total current liabilities 1,355.1 1,333.1

12 unchanged sentences

Issued shares:

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

355.8 at March 31, 2026 and 355.6 at December 31, 2025;

Outstanding shares:

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

91.1 at March 31, 2026 and 91.9 at December 31, 2025

9,349.9 9,623.5

7 unchanged sentences

(In millions, except per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Revenues $ 428.9 $ 402.3

10 unchanged sentences

Net income 214.5 199.3

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

Other comprehensive loss ( 0.1 ) ( 0.3 )

Comprehensive income $ 214.4 $ 199.0

9 unchanged sentences

(In millions)

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

2025 2024 2025 2024

Three Months Ended March 31,

Total stockholders’ deficit, beginning of period $ ( 2,154.2 ) $ ( 1,957.9 )

13 unchanged sentences

Beginning balance ( 2.7 ) ( 2.5 )

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

Other comprehensive loss ( 0.1 ) ( 0.3 )

Balance, end of period ( 2.8 ) ( 2.8 )

5 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

18 unchanged sentences

Repurchases of common stock ( 225.4 ) ( 241.7 )

Repayment of borrowings ( 500.0 ) —

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

Payment of dividends ( 74.2 ) —

Proceeds from employee stock purchase plan 8.5 7.9

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

Repayment of borrowings — ( 500.0 )

Proceeds from senior note issuance, net of issuance costs — 493.9

Net cash used in financing activities ( 291.1 ) ( 239.9 )

17 unchanged sentences

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

This guidance will be effective for our 2025 Form 10-K.

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

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires additional disclosure of certain costs and expenses within the notes to the financial statements.

This guidance will be effective for our 2027 Form 10-K.

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

This guidance will be effective for the Company’s 2027 Form 10-K.

The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU No.

3 unchanged sentences

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.

The Company does not expect the adoption of this guidance to have a material impact on the Company’s 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:

September 30, December 31,

March 31, 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 September 30, 2025 are scheduled to mature in less than one year.

All of the debt securities held as of March 31, 2026 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 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.

As of March 31, 2026, 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 $ 1.75 billion as of March 31, 2026 and December 31, 2025, 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:

September 30, December 31,

March 31, December 31,

(In millions)

1 unchanged sentence

Prepaid registry fees 27.4 26.6

Taxes receivable 7.9 2.2

Accounts receivable, net 11.3 7.7

Taxes receivable 0.6 7.2

Other 0.8 2.4

Total other current assets $ 69.6 $ 72.0

Property and Equipment, Net

Certain assets included in property and equipment, net were classified as held for sale as of March 31, 2026 and December 31, 2025.

These assets are not material.

Other Long-Term Assets

Other long-term assets consist of the following:

September 30, December 31,

March 31, December 31,

(In millions)

Operating lease right-of-use asset $ 9.6 $ 9.8

Long-term prepaid registry fees 8.4 8.2

Long-term prepaid expenses 9.4 6.5

Long-term prepaid registry fees 8.6 8.4

Restricted cash 1.6 1.6

1 unchanged sentence

Total other long-term assets $ 31.4 $ 28.8

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

The prepaid registry fees in the tables above primarily 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.

1 unchanged sentence

Accounts payable and accrued liabilities consist of the following:

September 30, December 31,

March 31, December 31,

(In millions)

Accounts payable and accrued expenses $ 10.5 $ 13.8

Taxes payable 91.2 64.0

Customer deposits 81.0 92.6

Accrued employee compensation 42.8 77.2

Taxes payable 63.4 65.8

Interest payable 20.2 15.1

4 unchanged sentences

Total accounts payable and accrued liabilities $ 283.9 $ 298.0

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

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.

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.

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.

Taxes payable reflects amounts accrued for the income tax provision net of 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 vary 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, 2025 was paid during the three months ended March 31, 2026.

Stockholders’ Deficit

2 unchanged sentences

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

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 September 30, 2025 Nine Months Ended September 30, 2025

Shares Total Costs Average Price Shares Total Costs Average Price

As of March 31, 2026 there was $ 862.8 million remaining available for repurchases under the program.

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

Amounts may not add up due to rounding:

Three Months Ended March 31, 2026

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.

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.

On February 3, 2026, the Company’s Board of Directors declared a cash dividend of $ 0.81 per share of the Company’s outstanding common stock, totaling $ 74.2 million, which was paid on February 27, 2026.

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

On April 20, 2026, the Company’s Board of Directors declared a cash dividend of $ 0.81 per share of the Company’s outstanding common stock to stockholders of record as of the close of business on May 19, 2026, payable on May 27, 2026.

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 September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In millions)

9 unchanged sentences

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

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

2025 2024 2025 2024

Three Months Ended March 31,

(In millions)

13 unchanged sentences

Net income $ 214.5 $ 199.3

Other segment items that are a part of our segment net income include professional services expenses, telecommunication expenses, legal expenses, occupancy expenses, marketing expenses, and travel expenses.

Other segment items that are a part of the Company’s segment net income include professional services expenses, telecommunication expenses, legal expenses, and occupancy expenses.

The Company generates revenues in the U.S.;

2 unchanged sentences

and certain other countries, including Canada and Latin American countries.

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

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

2025 2024 2025 2024

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

Three Months Ended March 31,

(In millions)

1 unchanged sentence

EMEA 73.5 67.0

47.0 43.5 136.9 132.2

Other 24.0 24.8

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 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.

The increase in the deferred revenues balance for the three months ended March 31, 2026 was primarily driven by amounts billed in the three months ended March 31, 2026 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 $ 384.1 million of revenues recognized that were included in the deferred revenues balance at December 31, 2025.

The balance of deferred revenues as of March 31, 2026 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 September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In millions)

6 unchanged sentences

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

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

2025 2024 2025 2024

Three Months Ended March 31,

(In millions)

1 unchanged sentence

Performance-based RSUs 4.9 3.8

ESPP 1.0 1.0 2.8 3.2

Total stock-based compensation $ 19.3 $ 17.7

Non-operating Income, Net

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.

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

Interest income was $ 5.2 million and $ 7.9 million during the three months ended March 31, 2026 and 2025, respectively.

The decrease in interest income during the three months ended March 31, 2026 primarily reflects the lower amounts invested in debt securities in the current period and 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 September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(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 “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