GoDaddy (GDDY) 10-K risk factor changes: FY2023 vs FY2022

Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, operating results, financial condition, [removed: reputation,] [added: reputation] and growth prospects.*

These [removed: investments] [added: actions] may not succeed.

- A network attack, a security breach or other [removed: data security] [added: cybersecurity] incident could delay or interrupt service to our customers, harm our [removed: reputation] [added: reputation, cause us to incur substantial costs,] or subject us to significant liability.

[removed: -] If the security of the [removed: confidential information] [added: personal, sensitive] or [removed: personal information] [added: confidential information, including payment card information,] we or our vendors or partners maintain, including that of our customers and the visitors to our customers' websites stored in our [added: information] systems, is breached or otherwise subjected to unauthorized access, our reputation may be harmed and we may be exposed to liability.

- Our future performance depends in part on the services and performance of our senior [removed: management] [added: management, as well as our experienced] and [removed: key] [added: capable] employees.

[removed: -] If we are unable to [removed: hire, retain, manage] [added: attract, motivate,] and [removed: motivate qualified personnel,] [added: retain] our [added: employees, our] business could suffer.

- Our [removed: substantial] [added: level of] indebtedness could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business and our ability to react to changes in the economy or our industry, as well as divert our cash flow from operations for debt payments and prevent us from meeting our debt obligations.

- Our share price may be volatile, and you may [removed: be unable to sell] [added: lose all or part of] your [removed: shares.][added: investment.]

Although our total customers and revenue have grown rapidly in the past, in recent periods our slower growth rates have reflected the larger [removed: size and] [added: size,] scale and maturity of [added: parts of] our business.

The rate at which new and existing customers purchase and renew subscriptions to our products could fluctuate or decline as a result of a number of factors, such as lower demand for domain names, websites and related products, declines in our customers' level of satisfaction with our products and the support provided by our GoDaddy Guides, [removed: the timeliness and success of product enhancements and introductions by us and those of our competitors, the pricing offered by us and our competitors, and the frequency and severity] [added: platform migration, divestitures, end] of [removed: any system outages, breaches, or technological change.][added: life related actions on]

Therefore, a reduction in renewals, even if offset by an increase in other revenue, [removed: would] [added: could] reduce our operating margins in the near term.

We aim to serve customers with new ventures and those with established small or medium-sized businesses that may need help growing and expanding their digital [removed: capabilities, or Independents.][added: capabilities (Independents).]

We also serve and provide products for other customer populations, such as website designers and [removed: developers, or WebPros,] [added: developers (WebPros),] organizations with their own domain registration [removed: offerings, or Domain Registrars,] [added: offerings (Domain Registrars),] individuals or organizations that manage a portfolio of registered [removed: domains, or Investors,] [added: domains (Domain Investors)] and [removed: other] [added: third party] registrars and corporate domain portfolio owners, including those that are more technically savvy.

[removed: customers,] [added: For example,] we [removed: provide] [added: offer tools for our technically sophisticated web designers, developers and customers, including] high-performance, flexible hosting and security products that can be used with a variety of open source design tools [removed: as well] [added: such] as [removed: Managed] WordPress.

We believe that the small business market is underserved, and we intend to continue to devote substantial resources to [removed: it, including through our relationships with WebPros who sell directly to their customers, some of which are small businesses.][added: it.]

If the small business market fails to be as lucrative as we project or we are unable to market and sell our services to small businesses effectively, [removed: directly or through] our [removed: relationships with WebPros, our] ability to grow our revenues and [removed: become profitable] [added: maintain profitability] will be harmed.

The markets [removed: in which] [added: where] we compete are characterized by constant change and innovation, frequent new product and service introductions and evolving industry standards, and we expect them to continue to evolve rapidly.

[removed: For example, in 2022, we] [added: We also] expanded our commerce offerings [added: through the years] by enabling payments [added: through GoDaddy Payments] in all Websites + Marketing through 'Buy Buttons' and provided on-the-go solutions such as [added: Tap-to-Pay capability in the] GoDaddy [removed: Mobile,] [added: Mobile App,] Pay Links and Virtual [removed: Terminal capabilities.][added: Terminal.]

There is no assurance we will continue to successfully identify new opportunities, develop and bring new products to market on a timely basis, or that products [removed: and] [added: or] technologies developed by others will not render our products or technologies obsolete or noncompetitive.

If we fail to accurately predict customers' changing needs, such as the need for expanded online and offline commerce tools, or emerging technological trends, such as [removed: artificial intelligence,] [added: AI,] or if we fail to achieve the benefits expected from our investments in technology, our business and operating results could be harmed.

These product and technology investments include those we develop internally, such as our "do-it-yourself" website builder Websites + Marketing and our hosting platforms and security products, those we acquire and develop through acquisitions, such as [removed: Dan.com, GoDaddy Domain Academy (formerly DNAcademy), GoDaddy Payments, GoDaddy Studio, Uniregistry's registrar and brokerage business, SkyVerge,] [added: Dan.com] and [removed: our registry business - GoDaddy Registry,] [added: Poynt,] and those related to our partner programs, such as Microsoft.

We must continue to [removed: commit significant resources to] develop our technology to maintain our competitive position, doing so without knowing whether such investments will result in successful products for our customers.

- the perceived value of our products or product enhancements relative to their cost; [removed: and]

- changing regulatory requirements adversely affecting the products we [removed: offer.][added: offer; and]

We have invested, and expect to continue to invest, [removed: substantial] resources to increase our brand awareness, both generally and in specific geographies and to specific customer groups, such as individual entrepreneurs, [removed: WebPros, including] [added: WebPros (including] designers, developers and [removed: agencies,] [added: agencies)] and Domain Investors.

GoDaddy could become the target of organized activist groups seeking to bring attention to elements of our brand, products, business model, employment practices, advertising, spokespeople, [removed: locations,] [added: locations] or other matters of our business in order to gain support for their interests or deter us from continuing practices with which they disagree.

In the [removed: past] [added: past,] we have been successful in striking a balance in our [removed: response,] [added: response to such groups,] but we may not be as successful in the future, such that our brand, company culture or results of operations could be harmed.

This evolution [added: has and] may [added: in the future] include changes in the administration or operation of the Internet, including the creation and institution of alternate systems for directing Internet traffic without using the existing domain name registration system, or fundamental changes in the domain name resolution protocol used by web browsers and other Internet applications.

In addition, businesses are increasingly relying solely on social media [removed: applications,] [added: channels,] such as [removed: Instagram,] [added: Meta, TikTok, Snapchat, X (f/k/a Twitter) and WeChat,] to reach their customers, and consumers are accessing the Internet more frequently through applications on mobile devices.

However, [added: over time, individuals' use of] search engines [removed: are increasingly being used] to find and access a website rather than using the web browser navigation [removed: bar.][added: bar has increased.]

Additionally, if the costs of search engine marketing services, such as Google Ads, increase, we may incur additional marketing expenses or [added: may] be required to allocate a larger portion of our marketing spend to this channel and our business and operating results could be adversely affected.

The market for our products [added: and services] is highly fragmented and [removed: competitive.][added: competitive and we expect competition to increase in the future from our competitors.]

These [added: types of products and] solutions [removed: are also rapidly evolving,] [added: continue to evolve,] creating opportunity for new competitors to enter the market with point-solution products or address specific segments of the market.

[removed: Given] [added: In addition, given] our broad product portfolio, we compete with niche point-solution products and broader solution providers.

In [removed: particular,] [added: addition,] the extension of the Cooperative Agreement between [removed: Verisign] [added: VeriSign] Inc. [removed: (Verisign),] [added: (VeriSign),] the registry for .com and .net, and the U.S. Department of Commerce in 2018 gave [removed: Verisign] [added: VeriSign] the right to become an ICANN-accredited registrar for any gTLD other than .com.

While [removed: Verisign] [added: VeriSign] has not publicly announced whether it will become a registrar, [added: if] it [added: were to do so, it] would become one of our competitors [removed: if it were to do so,] [added: in this space,] which could have a negative impact on our business and industry.

The continued entry of competitors into the domain name registration and web-hosting markets, and the rapid growth of some competitors [removed: that have] already [removed: entered] [added: in] each market, may make it difficult for us to maintain our market position.

Bookings outside of the U.S. represented approximately [removed: 32%] [added: 33%] of our total bookings for [removed: 2022, 2021] [added: each of the years ended December 31, 2023, 2022] and [removed: 2020.][added: 2021.]

We continue to [added: review and] add systems [added: as necessary] to accept payments in forms common outside of the U.S., optimize our marketing efforts in numerous non-U.S. geographies, equip our customer care team with the knowledge to serve these [removed: markets, expand our infrastructure in various non-U.S. locations] [added: markets] and maintain or establish customer care operations in overseas locations.

Conducting and expanding international [removed: operations] [added: business] subjects us to risks we generally do not face in the U.S., including:

- The use of new and evolving technologies, such as AI, in our offerings may result in reputational harm and liability.

- Our restructuring activities may not adequately reduce our operating costs or improve our operating margins, may lead to additional workforce attrition and may cause operational disruptions.

- We have taken significant actions to support profitable growth.

- We are exposed to the risk of system failures and capacity constraints.

- We rely on third parties to perform certain key functions, and their failure to perform those functions could result in the interruption of our operations and systems and could result in significant costs and reputational damage to us.

- We maintain an enterprise-wide cybersecurity program.

Our failure to properly maintain this program for the company as a whole, or any part of the company, could cause us to experience a cybersecurity incident that could harm our reputation, cause us to incur substantial costs, or subject us to significant liability.

- Our ability to increase sales of our products is highly dependent on the quality of our customer care.

Our failure to provide high-quality customer care would have an adverse effect on our business, brand and operating results.

- We are subject to governmental regulation and other legal obligations, particularly related to privacy, data and information security and cybersecurity.

- We have identified a material weakness in our internal control over financial reporting.

previously acquired companies, the timeliness and success of product enhancements and introductions by us and those of our competitors, the pricing offered by us and our competitors and the frequency and severity of any system outages, breaches, or technological changes.

For these customers we aim to develop new features and applications that may be used to start or grow their businesses.

For example, in 2023 we launched GoDaddy Airo in the U.S. GoDaddy Airo is an AI-powered solution designed to save our customers time.

- poor business conditions for our customers or poor general macroeconomic conditions.

The use of new and evolving technologies, such as AI, in our offerings may result in reputational harm and liability.

We are increasingly using new and evolving technologies, such as AI, to, among other things, develop new tools and products, and additional features in our existing products, including ongoing deployment and improvement of existing AI, and the development of new product technologies, such as generative AI.

For example, in 2023 we launched GoDaddy Airo in the U.S. GoDaddy Airo is an AI-powered solution designed to save our customers time.

There are significant risks involved in development and deploying AI, such as an increase in intellectual property infringement or misappropriation, data privacy, cybersecurity, operational and technological risks, harmful content, accuracy, bias and discrimination, any of which could affect our further development, adoption, and use of AI, and may cause us to incur additional research and development costs to resolve such issues.

In addition, the introduction of AI technologies into new or existing products may result in new or enhanced governmental or regulatory scrutiny, litigation, privacy, confidentiality or security risks, ethical concerns or other complications that could adversely affect our business, reputation or financial results.

AI is the subject of evolving review by various governmental and regulatory agencies around the globe, including the SEC and the FTC, and changes in laws, rules, directives and regulations governing the use of AI are evolving rapidly.

For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security, and other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging.

Similarly, the intellectual property ownership and license rights, including copyright, surrounding AI technologies has not been fully addressed by U.S. courts or other federal or state laws or regulations, and the use or adoption of AI technologies in our products and services may subject us to copyright infringement or other intellectual property misappropriation claims.

We may not always be able to anticipate how to respond to these frameworks and we may have to expend resources to adjust our tools, products or other offerings in certain jurisdictions if the legal frameworks on AI are not consistent across jurisdictions.

Any inability to appropriately respond to this evolving landscape could result in legal liability, regulatory action or brand and reputational harm.

Our reliance on AI could also pose ethical concerns and lead to a lack of human oversight and control.

If we enable or offer solutions that draw controversy, or these new offerings do not work as we describe them to our customers, we may experience brand or reputational harm, competitive harm or legal liability.

The rapid evolution of AI will require the application of resources to develop, test and maintain our products and services to help ensure that AI is implemented ethically in order to minimize unintended, harmful impacts.

Further, AI technologies, including generative AI, may create content that appears correct but is factually inaccurate or flawed, or contains copyrighted or other protected material, and our customers or others may rely on or use this flawed content to their detriment.

In addition, we face significant competition from other companies that are developing their own AI products and technologies.

Our competitors may develop AI products and technologies that are similar or superior to our technologies or are more cost-effective to develop or deploy.

It is not possible to predict all of the risks related to the use of AI, and changes in laws, rules, directives and regulations governing AI may adversely affect our ability to develop and use AI or subject us to legal liability.

We consider the following to be a representative list of competitors we face in some of the major areas we operate in:

- With respect to our Core Platform products and services: Newfold Digital, Namecheap, Tucows, Dynadot, GMO, Cloudflare, Let's Encrypt, SEDO, Comodo, Hostinger and Identity Digital;

- With respect to our A&C products and services: Shopify, Block, BigCommerce, Stripe, PayPal, Liquid Web, SiteGround, WP Engine, Zoho, Mindbody, Toast, Yelp, OpenTable, TikTok, Meta and WeChat; and

- With respect to both our Core Platform and A&C products and services: Wix, Squarespace, Automattic, Ionos, Google, Amazon, Microsoft, Alibaba and Tencent.

Our restructuring activities may not adequately reduce our operating costs or improve our operating margins, may lead to additional workforce attrition and may cause operational disruptions.

In February 2023, we announced a restructuring plan to reduce future operating expenses and improve cash flows through a combination of a reduction in force and a commitment to sell certain assets.

As part of this plan, we announced a reduction in our then workforce of approximately 550 employees, representing approximately 8% of our total employee base at the time of announcement.

In conjunction with this restructuring, during the year ended December 31, 2023, we recorded $35.1 million of pre-tax restructuring charges in our statement of operations related to severance, employee benefits and equity-based compensation.

- We may be unable to attract and retain customers or increase sales to new and existing customers.

- We have made significant investments to support our growth strategy.

- We are subject to privacy and data protection laws and regulations as well as contractual privacy and data protection obligations.

For these customers we are developing new features and applications.

For example, for our technically-sophisticated web designers, developers and

Some of our newly developed products are suited for more technically skilled customers.

- poor business conditions for our customers or poor general macroeconomic conditions, including as a result of the COVID-19 pandemic, international conflicts such as the Russia-Ukraine military conflict or otherwise;

We expect competition to increase in the future from competitors in the domain and hosting and presence markets, such as United Internet, Newfold Digital, Namecheap, Automattic, WP Engine and Identity Digital (formerly Donuts and Afilias), from companies such as Google, Amazon and Microsoft, which provide web-hosting, other cloud-based services, domain name

registration and marketing platforms, those companies which offer Internet marketing platforms such as Meta, TikTok, Yelp and Toast, and Block (formerly Square), BigCommerce, Stripe and PayPal which offer commerce capabilities.

In addition, we face competition in the website and e-commerce site building market from competitors such as Wix, Squarespace and Shopify, from providers of social media networks and applications including Meta and Tencent, and from digital infrastructure providers including Cloudflare.

- the impact of the COVID-19 pandemic on demand for our products in international markets;

Although we have no employees or facilities in Russia or Ukraine, we do have a limited number of customers and contractors in these locations.

We have made significant investments to support our growth strategy.

the amount of our stored customer data.

We continue to make enhancements to existing platforms and tools to support our growth, including to our enterprise resource planning systems related to our e-commerce and revenue recognition.

rather than integrating with us.

For example, in February 2021, we completed our acquisition of GoDaddy Payments, facilitating our entry into the off-line commerce and payment facilitation businesses and supplementing our existing e-commerce offerings and in July 2022, we completed our acquisition of Dan.com, which provides our customers with new lease-to-own domain name options.

In late 2021, we began reopening certain offices in accordance with guidance from governmental authorities and health experts.

As of the date of this filing, we have invited most employees to return to our offices on a voluntary basis.

We expect to continue to reopen other offices this year.

We expect that some of our employees may continue to work from home on a full-time or part-time basis.

If supply chain disruptions and equipment shortages persist, we may not be able to procure server and other network equipment to accommodate our growth and we may have to purchase such equipment at a higher cost than our historical contracts.

In addition, if security of AWS is compromised, or our products or platform are

in place, or that may be in place in the future, will be adequate to prevent or remedy network and service interruption, system failure, third-party operating systems and software vulnerabilities, damage to one or more of our systems, data loss, security breaches or other data security incidents.

The timing of resolution and the outcome of this matter are uncertain.

We continue to investigate the root cause of the incident.

cross-sell our products and our reputation may suffer, any of which could adversely affect our business, reputation and operating results.

Additionally, due to the COVID-19 pandemic, in 2020, we temporarily closed our offices and required substantially all personnel to work remotely.

Our employees remain highly productive.

We expect to maintain and continue to improve our productivity and efficiency through the remote work environment, and the hybrid in-person and remote work environment.

However, we cannot predict how our employees or business will be impacted by the ongoing uncertainty relating to the COVID-19 pandemic, and we may experience difficulties onboarding new employees, managing employees and maintaining our culture while we work remotely and continue our return-to-office.

these services after the expiration of their respective agreements with us, nor are they obligated to renew the terms of those agreements.

There remains uncertainty about the levels of customer demand and growth and we may experience lower growth rates in the future due to these factors and other factors that may not be known at this time.

Many countries in the E.U., as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in countries where we do business.

Our only material asset is our economic interest in Desert Newco, and we are accordingly dependent upon distributions from Desert Newco to pay our expenses, taxes and dividends (if and when declared by our board of directors).

As a result of this structure, our ability to pay taxes and expenses may be limited.

We are a holding company and have no material assets other than our controlling equity interest in Desert Newco through our direct or indirect ownership of its limited liability company units (LLC Units).

We have no independent means of generating revenue or operating cash flows and, as such, we rely on Desert Newco to provide us with funds necessary to meet any financial obligations.

Desert Newco is treated as a partnership for U.S. income tax purposes and, as such, is generally not subject to income tax in most jurisdictions.

Instead, Desert Newco's taxable income or loss is passed through to its members, including us.

*This section generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussion of [removed: 2020] [added: 2021] items and comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the year ended December 31, [removed: 2021.*][added: 2022.*]

- Applications and Commerce (A&C), which primarily consists of sales of products containing proprietary software, [added: notably our website building products, as well as our] commerce products and third-party email and productivity solutions [removed: as well as] [added: and] sales of certain products when they are included in bundled offerings of our proprietary software products.

Below are [added: our] key consolidated financial highlights for [removed: 2022,] [added: 2023,] with comparisons to [removed: 2021.][added: 2022.]

- Total revenue of [removed: $4,091.3] [added: $4,254.1] million, an increase of [removed: 7.2%,] [added: 4.0%,] or approximately [removed: 8.4%] [added: 4.6%] on a constant currency basis(1).

- International revenue of [removed: $1,334] [added: $1,381.1] million, an increase of [removed: 5.0%,] [added: 3.5%,] or approximately [removed: 8.4%] [added: 5.3%] on a constant currency basis(1).

- Total bookings of [removed: $4,413.8] [added: $4,603.1] million, an increase of 4.3%, or approximately [removed: 6.0%] [added: 4.7%] on a constant currency basis(1).

- Operating income of [removed: $498.8] [added: $547.4] million, an increase of [removed: 30.5%.][added: 9.7%.(2)]

- Net income of [removed: $352.9] [added: $1,375.6] million, an increase of [removed: 45.3%.][added: 289.8%.(2)]

- Normalized [removed: EBITDA(2)] [added: EBITDA(3)] of [removed: $1,013.0] [added: $1,134.5] million, an increase of [removed: 16.1%.][added: 12.0%.]

- Net cash provided by operating activities of [removed: $979.7] [added: $1,047.6] million, an increase of [removed: 18.1%.][added: 6.9%.]

[removed: (2)] [added: (3)] *A reconciliation of Normalized EBITDA to net income, its most directly comparable GAAP financial measure, is set forth in "Reconciliation of [removed: Normalized EBITDA"*] [added: NEBITDA"*] below.

We have developed a stable and [removed: predictable] [added: durable] business model driven by [added: strong brand recognition,] efficient customer acquisition, high customer retention rates and increasing lifetime [removed: spend.][added: spend of our customers.]

| | | | [added: Year Ended December 31,] | | | | | | [removed: Year Ended December 31,] | | | | | | | | | [added: | | | 2023 to 2022 | | | | | | | | | | | | 2022 to 2021 | | | | | | | | |]

| Total customers at period end (in [removed: thousands):] [added: thousands)] | | | [added: 21,026] | | | | | | [added: 20,897] | | | | | | [added: 20,701] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Average revenue per [removed: user:] [added: user] | | | [added: $] | [added: 203] | | | | | [added: $] | [added: 197] | | | | | [added: $] | [added: 187] | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

We grew our total customers from [removed: 18.8] [added: 20.1] million as of December 31, [removed: 2019] [added: 2020] to [removed: 20.9] [added: 21.0] million as of December 31, [removed: 2022,] [added: 2023,] through a combination of our industry leading products built on a cloud platform, brand advertising, direct marketing efforts, customer referrals, world-class customer care and acquisitions.

In each of the five years ended December 31, [removed: 2022,] [added: 2023,] our customer retention rate [removed: exceeded] [added: was approximately] 85%, and in [removed: 2022,] [added: 2023,] our retention rate for customers who had been with us for over three years was [added: approximately 92%.]

We offer our subscriptions on a variety of terms, which [removed: average approximately one year, but] can range from monthly to multi-annual terms of up to ten years depending on the product.

We generated [removed: 31.3%] [added: 33.6%] of our [removed: 2022] [added: 2023] total revenue from the sale of A&C products.

A&C revenue primarily consists of revenue from sales of products containing proprietary software such as Websites + Marketing and Managed WordPress and commerce products such as payment processing fees and point-of-sale (POS) hardware as well as sales of third-party email and productivity solutions such as Microsoft [removed: Office] 365.

Total revenue from A&C products grew at a compound annual growth rate (CAGR) of [removed: 11.4%] [added: 15.6%] over the three years ended December 31, [removed: 2022.][added: 2023.]

We generated [removed: 68.7%] [added: 66.4%] of our [removed: 2022] [added: 2023] total revenue from our Core platform.

Total revenue from Core Platform products grew at a [removed: compound annual growth rate (CAGR)] [added: CAGR] of [removed: 5.6%] [added: 5.7%] over the three years ended December 31, [removed: 2022.][added: 2023.]

In each of the five years ended December 31, [removed: 2022,] [added: 2023,] greater than 85% of our total revenue was generated by customers who were also customers in the prior year.

For example, in [removed: 2016,] [added: 2017,] we acquired approximately [removed: 3] [added: 5.0] million gross customers, who we collectively refer to as our [removed: 2016] [added: 2017] cohort, and spent [removed: $229] [added: $253.2] million in marketing and advertising expenses.

By the end of [removed: 2022,] [added: 2023,] the [removed: 2016] [added: 2017] cohort had generated an aggregate of approximately [removed: $1.6] [added: $1.9] billion of total bookings and we expect this cohort will continue to generate bookings and revenue in the future.

For the five years ended December 31, [removed: 2022,] [added: 2023,] the average annual revenue retention rate of the [removed: 2016] [added: 2017] cohort was more than [removed: 98%,] [added: 93%,] which is calculated by averaging the ratio of the cohort's annual revenue for each of the five years to its annual revenue for each respective preceding year.

We selected the [removed: 2016] [added: 2017] cohort as an example for this analysis, which we believe helps to illustrate the long-term value of our customers.

| | | | [removed: 2022] [added: 2023] | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | [removed: 2020] [added: 2021] | | | | | |

| A&C | | | $ | [removed: 1,279.7] [added: 1,430.4] | | [removed: 31.3] [added: 33.6] | | % | | | | $ | [removed: 1,128.3] [added: 1,279.7] | | [removed: 29.6] [added: 31.3] | | % | | | | $ | [removed: 926.1] [added: 1,128.3] | | [removed: 27.9] [added: 29.6] | | % |

| Core | | | [removed: 2,811.6] [added: 2,823.7] | | | [removed: 68.7] [added: 66.4] | | % | | | | [removed: 2,687.4] [added: 2,811.6] | | | [removed: 70.4] [added: 68.7] | | % | | | | [removed: 2,390.6] [added: 2,687.4] | | | [removed: 72.1] [added: 70.4] | | % |

| Total revenue | | | [removed: 4,091.3] [added: 4,254.1] | | | 100.0 | | % | | | | [removed: 3,815.7] [added: 4,091.3] | | | 100.0 | | % | | | | [removed: 3,316.7] [added: 3,815.7] | | | 100.0 | | % |

| Cost of revenue (excluding depreciation and amortization) | | | [removed: 1,484.5] [added: 1,573.6] | | | [removed: 36.3] [added: 37.0] | | % | | | | [removed: 1,372.2] [added: 1,484.5] | | | [removed: 36.0] [added: 36.3] | | % | | | | [removed: 1,158.6] [added: 1,372.2] | | | [removed: 34.9] [added: 36.0] | | % |

| Technology and development | | | [removed: 794.0] [added: 839.6] | | | [removed: 19.4] [added: 19.7] | | % | | | | [removed: 706.3] [added: 794.0] | | | [removed: 18.5] [added: 19.4] | | % | | | | [removed: 560.4] [added: 706.3] | | | [removed: 16.9] [added: 18.5] | | % |

| Marketing and advertising | | | [removed: 412.3] [added: 352.9] | | | [removed: 10.1] [added: 8.3] | | % | | | | [removed: 503.9] [added: 412.3] | | | [removed: 13.2] [added: 10.1] | | % | | | | [removed: 438.5] [added: 503.9] | | | 13.2 | | % |

| Customer care | | | [removed: 305.9] [added: 304.5] | | | [removed: 7.5] [added: 7.2] | | % | | | | [removed: 306.1] [added: 305.9] | | | [removed: 8.0] [added: 7.5] | | % | | | | [removed: 316.9] [added: 306.1] | | | [removed: 9.6] [added: 8.0] | | % |

| General and administrative | | | [removed: 385.5] [added: 374.0] | | | [removed: 9.4] [added: 8.9] | | % | | | | [removed: 345.8] [added: 385.5] | | | [removed: 9.1] [added: 9.4] | | % | | | | [removed: 323.8] [added: 345.8] | | | [removed: 9.8] [added: 9.1] | | % |

| Restructuring and other | | | [removed: 15.7] [added: 90.8] | | | [removed: 0.4] [added: 2.1] | | % | | | | [removed: (0.3)] [added: 15.7] | | | [removed: —] [added: 0.4] | | % | | | | [removed: 43.6] [added: (0.3)] | | | [removed: 1.3] [added: —] | | % |

| Depreciation and amortization | | | [removed: 194.6] [added: 171.3] | | | [removed: 4.7] [added: 3.9] | | % | | | | [removed: 199.6] [added: 194.6] | | | [removed: 5.2] [added: 4.7] | | % | | | | [removed: 202.7] [added: 199.6] | | | [removed: 6.1] [added: 5.2] | | % |

We are a global leader serving a large market of entrepreneurs, developing and delivering easy-to-use products in a one-stop shop solution alongside personalized guidance.

We serve small businesses, individuals, organizations, developers, designers and domain investors.

(2) *Our operating results for the year ended December 31, 2023 included $90.8 million in restructuring and other charges, as further discussed in Note 14 to our financial statements.

Net income for the year ended December 31, 2023 included a $971.8 million benefit for income taxes primarily due to a $1,014.0 million release of the majority of our domestic valuation allowance*.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1)The year ended December 31, 2023 excludes $2.3 million of equity-based compensation expense associated with our restructuring plan, which is included within restructuring and other.

(2)The year ended December 31, 2023 includes an adjustment of $6.0 million to a previously-recognized acquisition milestone liability.

*Core.* The 0.4% increase in Core revenue was primarily driven by 4.1% growth in domain-related revenues and the continued growth of our registry business, partially offset by a 7.8% decrease in hosting revenues primarily due to end-of-life migrations from certain products, and the divestiture of certain hosting assets during the year.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

The 4.3% increase in total bookings was primarily driven by continued customer adoption of our productivity solutions and our Websites + Marketing product, partially offset by decreased hosting bookings following the divestiture of certain hosting assets during 2023.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2022 | | | | | | | | | | | | 2022 to 2021 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

We expect technology and development expense to decrease as a percentage of revenue in future periods following a period of investment in product development and migration toward a unified infrastructure platform.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2022 | | | | | | | | | | | | 2022 to 2021 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

This increase was partially offset by an adjustment recognized during 2023 to a previously-recognized acquisition milestone liability following reassessment of its achievement probability, cloud provider credits recognized in 2023 and decreases in professional fees and infrastructure migration costs.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2022 | | | | | | | | | | | | 2022 to 2021 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

The 14.4% decrease in marketing and advertising expenses was primarily attributable to a lower level of discretionary spending and headcount reductions resulting from our restructuring activities as discussed in Note 14 to our financial statements.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2022 | | | | | | | | | | | | 2022 to 2021 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2022 | | | | | | | | | | | | 2022 to 2021 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

The 3.0% decrease in general and administrative expenses was primarily due to decreases in acquisition-related costs and facilities expenses, partially offset by increases in indirect tax-related reserves and equity-based compensation expense.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2022 | | | | | | | | | | | | 2022 to 2021 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

Restructuring and other of $90.8 million during 2023 primarily includes costs incurred pursuant to restructuring activities in the first and third quarters of 2023, as further discussed in Note 14 to our financial statements, as well as a charge of $17.0 million related to the termination of a revenue sharing agreement.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2022 | | | | | | | | | | | | 2022 to 2021 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

The $23.3 million decrease in depreciation and amortization expenses was primarily due to technology and customer-related intangible asset dispositions in conjunction with the restructuring activities in 2023 and certain acquired intangibles reaching the end of their useful lives.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2022 | | | | | | | | | | | | 2022 to 2021 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | $ change | | | | | | % change | | | | | | $ change | | | | | | % change | | |

*Benefit (provision) for income taxes*

During 2023, we released a majority of our domestic valuation allowance on a portion of our deferred tax assets resulting in a $1,014.0 million non-cash income tax benefit, as discussed in Note 16 to our financial statements.

This release was related to our U.S. federal and state domestic NOLs, credit carryforwards and other deferred tax assets (DTAs).

In determining the need for a valuation allowance, we consider both the positive and negative evidence including our ability to forecast future operating results, historical tax losses and our ability to utilize DTAs within the requisite carryforward periods.

In December 2023, management applied judgement and determined the positive evidence outweighed the negative evidence and released the majority of our valuation allowance due to the following factors: we have been in a three year cumulative consolidated book income position for two years, our operating results and profitability continue to improve, our projections showed sufficient utilization of tax attributes within their requisite carryforward periods and we have not had a history of expiration of tax attributes.

We continue to maintain a valuation allowance against the DTAs for which we concluded it is more-likely-than-not they will not be realized due to certain limitations on character or carryforward period.

The ultimate realization of our DTAs is dependent upon a number of uncertainties including future taxable income of the appropriate character during the requisite carryforward periods.

Our ability to project future operating results was an important factor in determining the need for our valuation allowance.

We are a global leader in serving a large market of everyday entrepreneurs, delivering simple, easy-to-use products, and outcome-driven, personalized guidance to small businesses, individuals, organizations, developers, designers and domain investors.

COVID-19 Pandemic

The extent to which the ongoing COVID-19 pandemic may impact our future results and operations will depend on future developments, including the duration of the pandemic and the parameters of global governmental measures put in place to control the spread of the virus as well as the continuing economic impact of the pandemic.

We continue to monitor the pandemic and the potential impacts it may have on our future financial position, results of operations and cash flows.

See "Risk Factors" for additional information.

This has changed the way in which we interact with and target our customers, and, as such, in 2022 we reevaluated our definition of a customer based on our current business model.

Under this new definition, we include all customer accounts with paid transactions in the trailing twelve months or with paid subscriptions as of the end of a period, but exclude customer accounts that have active free versions of our products but have not paid us in the trailing twelve months or do not have any paid subscriptions as of the end of the period.

As a result of this reevaluation, we revised both our customer and related ARPU disclosures to retrospectively present total customers and ARPU under our updated customer definition, as shown in the table below:

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | 2021 | | | | | | 2020 | | |

| Previous definition | | | | | | | | | 21,233 | | | | | | 20,646 | | |

| New definition | | | | | | | | | 20,704 | | | | | | 20,148 | | |

| Previous definition | | | | | | | | | $ | 182 | | | | | $ | 166 | |

| New definition | | | | | | | | | $ | 187 | | | | | $ | 170 | |

approximately 93%.

| Tax receivable agreements liability adjustment | | | — | | | — | | % | | | | — | | | — | | % | | | | (674.7) | | | (20.3) | | % |

| Total customers at period end (in thousands) | | | 20,897 | | | | | | 20,704 | | | | | | 20,148 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average revenue per user | | | $ | 197 | | | | | $ | 187 | | | | | $ | 170 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax receivable agreements liability adjustment | | | — | | | | | | — | | | | | | 674.7 | | | | | | | | | | | | | | |

Beginning in the first quarter of 2022, we revised the presentation of revenue, as described in Note 2 to our financial statements, and accordingly, have revised the prior period amounts in the table below to retrospectively present revenue in the new format.

*Core.* The 4.6% increase in Core revenue was primarily driven by: (i) 8.5% growth in domain-related revenues as a result of our continued enhancement of online presence and offerings and the continued growth of our registry business; (ii) a 5.8% growth in aftermarket revenues due to our continued innovation in auction technologies as well as contributions from our Dan.com acquisition; and (iii) 4.0% growth in our security and SSL product offerings resulting from higher customer renewals year over year, specifically with respect to Website Security.

*2021 compared to 2020*

Total revenue increased 15.0% due to the increases in our A&C and Core revenues, as described below:

*Core.* The 12.4% increase in Core revenue was primarily driven by: (i) 9.8% growth in domain-related revenues as a result of a 1.7 million increase in domains under management and the continued growth of our registry business; (ii) 69.2% growth in aftermarket revenues due to continued innovation in our auction technologies; and (iii) 7.9% growth in our security and SSL product offerings resulting from increased customer adoption and higher customer renewals year over year.

Partially offsetting these increases was a 33.6% decrease in certain higher-priced subscriptions, specifically GoDaddy Social, due to lower demand for such products.

The 4.3% increase in total bookings was primarily driven by increased aftermarket domain sales, broadened customer adoption of our productivity solutions and our Websites + Marketing and Managed WordPress products as well as an increase in ARPU due to a higher product attach rate and contributions from recent acquisitions, partially offset by approximately 170 basis

points due to adverse movements in foreign currency exchange rates due to the strength of the U.S. dollar.

We expect technology and development expense to increase in absolute dollars as we continue to invest in product development and migrate our infrastructure to a cloud-based third-party provider.

Technology and development expenses may fluctuate as a percentage of total revenue depending on our level of investment in additional personnel and the pace of our infrastructure transition.

The increase was partially offset by a $27.0 million decrease in compensation expense related to prior acquisitions, primarily Poynt.

The 18.2% decrease in marketing and advertising expenses were primarily attributable to a lower level of discretionary spending in 2022 as compared to the significant additional marketing investments we made in 2021 to drive growth during a period of high demand.

The 11.5% increase in general and administrative expenses was primarily due to (i) increased personnel costs driven by higher average headcount and the reversal of equity-based compensation expense in 2021 due to the forfeiture of unvested awards related to certain executive departures; (ii) increased legal and professional fees; and (iii) the reversal of an indirect tax reserve as a result of a settlement agreement in 2021.

These increases were partially offset by lower acquisition related expenses and office rent expense.

Restructuring and other during 2021 includes (i) the $15.4 million gain on sale of the land and buildings of our former corporate headquarters and (ii) a $15.1 million charge related to the impairment of certain operating lease assets and related leasehold improvements associated with the decision to close one of our leased offices.

There were no material changes in depreciation and amortization.

The 13.4% increase in A&C revenue was primarily driven by: (i) 13.1% growth in revenue related to our productivity applications, most notably our email solutions; (ii) 8.7% growth in revenues due to increased customer adoption of our subscription-based products designed to establish and grow online presence, such as Websites + Marketing and Managed WordPress hosting; and (iii) 103.2% growth in commerce-related revenue primarily associated with our acquisition of Poynt Co. (now known as GoDaddy Payments).

The 21.8% increase in A&C revenue was primarily driven by: (i) 15.5% growth in revenue related to our productivity applications, most notably our email solutions; and (ii) 29.2% growth in revenues due to increased customer adoption of our subscription-based products designed to establish and grow online presence; and (iii) new commerce-related revenue associated with our acquisition of Poynt Co in 2021.

The 28.0% increase in A&C Segment EBITDA for the year ended December 31, 2021 primarily resulted from the revenue increases noted above, partially offset by higher personnel costs resulting from headcount additions made to support the continued development of our A&C products as well as increased discretionary marketing spending associated with investments made to drive additional growth.

The 4.6% increase in Core revenue was primarily driven by: (i) 8.5% growth in domain-related revenues as a result of our continued enhancement of online presence and offerings and the continued growth of our registry business; (ii) 5.8% growth in aftermarket revenues due to our continued innovation in auction technologies as well as contributions from our Dan.com acquisition; and (iii) 4.0% growth in our security and SSL product offerings resulting from higher customer renewals year over year, specifically with respect to Website Security.

As a result, we do not believe we are exposed to any undue concentration of counterparty risk with respect to our derivative contracts as of December 31, [removed: 2022.][added: 2023.]

As our international [removed: operations continue] [added: business continues] to grow, our exposure to fluctuations in exchange rates will increase, which may increase the costs associated with this growth.

During [removed: 2022,] [added: 2023,] our total bookings growth in constant currency would have been approximately [removed: 170] [added: 40] basis points higher and our total revenue growth would [removed: have been approximately 120 basis points higher.]

At December 31, [removed: 2022,] [added: 2023,] the realized [added: gain] and unrealized [removed: gains] [added: loss] included in AOCI were [removed: $15.6] [added: $6.3] million and [removed: $7.3] [added: $13.2] million, respectively.

*Cross-Currency [removed: Swap Contract*][added: Swaps*]

The cross-currency swaps had an aggregate amortizing notional amount of [removed: €1,171.8] [added: €1,159.4] million at December 31, [removed: 2022] [added: 2023] (approximately [removed: $1,254.3] [added: $1,279.7] million).

Total borrowings under our 2027 Term Loans were [removed: $731.3] [added: $723.8] million as of December 31, [removed: 2022.][added: 2023.]

These borrowings bear interest at a rate equal to, at our option, either (a) [removed: LIBOR] [added: SOFR for the applicable interest period] plus [removed: 2.00%] [added: a margin of 2.5%] per annum or (b) [removed: 1.0%] [added: a margin of 1.5%] per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) [removed: one-month LIBOR] [added: SOFR for an interest period of one month] plus 1.0%.

Total borrowings under our 2029 Term Loans were [removed: $1,770.0] [added: $1,752.3] million as of December 31, [removed: 2022.][added: 2023.]

These borrowings bear interest at a rate equal to, at our option, either (a) Secured Overnight Financing Rate (SOFR) [added: together with a credit spread adjustment] for [removed: an] [added: the applicable] interest period [removed: of one month] plus [removed: an initial] [added: a] margin of [removed: 3.25%] [added: 2.0%] per annum or (b) [removed: an initial] [added: a] margin of [removed: 2.25%] [added: 1.0%] per annum plus 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%.

All [removed: LIBOR- and] SOFR-based interest rates under the Credit Facility are subject to a 0.0% floor.

[removed: The 2022 Interest Rate Swaps,] [added: These interest rate swaps,] which had a notional amount of [removed: $1,249.2] [added: $1,235.9] million as of December 31, [removed: 2022,] [added: 2023,] 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, we entered into seven-year pay-fixed rate, receive-floating rate interest rate swap arrangements to effectively convert [added: a portion of] the variable [removed: one-month LIBOR interest] rate [removed: on] [added: borrowings under] the 2027 Term Loans [removed: borrowings] to a fixed rate of 0.705%.

These interest rate swaps, which mature on August 10, 2027, had an aggregate notional amount of [removed: $731.3] [added: $723.8] million at December 31, [removed: 2022.][added: 2023.]

have been approximately 60 basis points higher.

In January 2024, we entered into an amendment to the Credit Facility to refinance the 2029 Term Loans, as discussed in Note 20 to our financial statements.

In May 2023, in conjunction with the concurrent Credit Facility amendment discussed in Note 10, the hedged debt index of the swaps was changed from LIBOR to SOFR.

Our vision is to radically shift the global economy toward [removed: independent] [added: life-fulfilling] entrepreneurial ventures.

We are passionate about our [removed: mission,] [added: mission] and [removed: we recognize] [added: honored] that [removed: opportunity for] entrepreneurs [removed: is constantly changing.][added: trust their ideas with us.]

As the needs of our customers [removed: have] changed and [removed: grown,] [added: expanded,] we [removed: have] evolved our products and services to meet them where they are on the [removed: entrepreneurial wheel.][added: Entrepreneurs' Wheel.]

[removed: Our] [added: They often face a complex road to success, and our] ability to evolve and build [removed: our suite of] products to meet our customers' needs uniquely positions us to help our customers navigate [removed: this complexity.][added: their journey.]

Our [removed: 20.9] [added: 21.0] million customers are [removed: passionate, everyday entrepreneurs with vibrant ideas, who are determined to make their way in the world] [added: passionate] and [added: determined] to transform their ideas into something meaningful.

Our customers' journeys are non-linear [removed: in where they start] and [removed: scale their ventures and] [added: we design] our services [removed: are designed] to [removed: meet and attract them in all phases and] [added: help] across all aspects of their business.

Our customers often start with the most intimate of brand considerations, their identity, which we provide through our domain [removed: services.][added: services that blend into their connected social identities and online presence.]

As their entrepreneurial needs evolve, we help our customers manage and grow their [removed: businesses] [added: presence] and connect with their customers through our expanded service offerings and access to relevant third-party products and platforms, including website building and hosting, marketplace syndication, social media and bio site management, security, business products and email and other services.

[removed: Our] [added: Within commerce, our] customers need to integrate dynamic information everywhere they engage with their audiences, including customer touchpoints such as appointment availability, retail inventory, digital subscriptions and social media.

[removed: Recognizing that consumer expectations and behaviors are quickly changing, we evolved our] [added: GoDaddy's] product and service offerings [removed: to] provide a high-performance back-end registry technology platform and an integrated suite of payment systems and point-of-sale hardware and software to seamlessly manage online and offline commerce.

[removed: Engaging] [added: We believe engaging] with our customers in a proactive, consultative way through personalized guidance via phone [removed: and] [added: and/or] digital experiences sets them up to succeed.

We live by the same principles that enable our customers' ideas to survive and thrive, including owning outcomes, building value, joining [removed: forces and] [added: forces,] working [removed: courageously.][added: courageously and living passionately.]

We take responsibility for delivering successful outcomes [added: based on data driven decisions,] which we believe is a key factor driving our customer and revenue growth.

We also believe we have one of the most recognized Internet brands in the U.S., and our international awareness [removed: continues to rapidly increase as we grow.][added: remains high in our top markets.]

Our stable and [removed: predictable] [added: durable] business model is driven by [added: strong brand recognition,] efficient customer acquisition, high customer retention rates and increasing lifetime [removed: spend.][added: spend of our customers.]

In each of the five years ended December 31, [removed: 2022,] [added: 2023,] our customer retention rate [removed: exceeded] [added: was approximately] 85%, and in [removed: 2022,] [added: 2023,] our retention rate for customers who had been with us for over three years was approximately [removed: 93%.][added: 92%.]

Additionally, in [removed: 2022,] [added: 2023,] we had [removed: approximately] [added: over] 1.5 million customers who each spent more than $500 a year on our product offerings.

We believe the breadth and depth of our product [removed: offerings] [added: offerings, seamless ease-of-use in a one-stop shop] and the [removed: high-quality] [added: high-quality, personalized] guidance and responsiveness from GoDaddy Guides [removed: has and] continues to build strong customer relationships leading to our high customer retention rates.

In [removed: 2022,] [added: 2023,] we generated [removed: $4,091] [added: $4,254] million of revenue, up [removed: 7.2%] [added: 4.0%] from [removed: $3,816] [added: $4,091] million in [removed: 2021,] [added: 2022,] and we generated [removed: $4,414] [added: $4,603] million in total bookings, up 4.3% from [removed: $4,232] [added: $4,414] million in [removed: 2021.][added: 2022.]

GoDaddy is built to serve [removed: our customers] [added: entrepreneurs] by providing [removed: simple,] easy-to-use products on a single technology platform wrapped with personalized guidance.

We serve several customer populations: (i) Independents, (ii) WebPros, (iii) Domain Registrars and Investors, and (iv) [removed: other] [added: Third Party] Registrars and Corporate Domain Portfolio owners.

Our largest customer population, Independents, consists mostly of [removed: micro-businesses] [added: microbusinesses] and noncommercial endeavors.

These [removed: micro-businesses] [added: microbusinesses] have an entrepreneurial spirit, strong work ethic and, above all, passion for their ideas, yet their specific needs vary depending on the type of their idea and the phase of their journey.

Independents range from individuals who have an initial business idea and those thinking about starting a business, to established ventures that need help attracting customers, growing their sales, [added: processing payments,] managing their online presence or expanding their operations.

Most Independents have fewer than five [removed: employees] [added: employees,] and most self-identify as having little to no technology or design skills.

These customers need our help to create a unique and secure [removed: digital] identity, especially with the more technical aspects of their online presence.

Although our customers have differing degrees of resources and technical capabilities, they all share a desire to find tools to help them bring their ideas to life, enhance connections with their [removed: audience] [added: audience, sell their products] and [added: services and] provide a seamless experience for both existing and new customers.

WebPros generally have more technical acumen and look for tools that provide greater amounts of flexibility, such as [removed: our] [added: the] WordPress content management system (CMS).

We support a variety of [added: third-party] control panels and content management tools favored by WebPros including cPanel, Plesk, Drupal, Joomla and more.

We also serve [removed: other] [added: Third Party] Registrars and Corporate Domain Portfolio owners.

We serve [added: third party] registrars through GoDaddy Registry which provides wholesale generic top level domains (gTLDs) and country-code [removed: top level] [added: top-level] domains (ccTLDs) for registrars to sell to the end customer.

These top-level domains (TLDs) provide alternatives to the .com domain that more closely represent the [removed: name] [added: names] of our customers' ideas, businesses and brands.

We [removed: have] designed and developed an extensive set of easy-to-use technology products to enable our customers to establish [removed: a digital] [added: an] identity, connect with their customers across multiple platforms and online marketplaces and deliver a seamless customer experience in a connected commerce world.

We understand that no matter what our customers' needs [added: are,] or what stage of their idea they are focusing on, our customers want a "one-stop shop" solution.

Our domain name registration products enable us to engage customers at [removed: the initial stage of establishing] a [removed: digital] [added: common starting place for establishing an exclusive personally branded] identity and often are an on-ramp for our other products.

[removed: We believe our hosting] [added: Applications] and [removed: presence] [added: Commerce products, including our proprietary website building, commerce] and [removed: business applications products] [added: productivity solutions,] significantly improve our value proposition to customers, [removed: increase] [added: thereby increasing] our revenue and margin growth [removed: opportunities, can serve as starting points for our customer relationships] [added: opportunities] and [removed: improve] [added: improving our] customer retention.

We believe our payments solutions enable our customers to quickly and easily participate in the digital economy with a seamless transition to [removed: offline marketplaces.][added: sell in-store or on marketplaces and social platforms.]

We have also made significant investments in the localization of [added: many of] our [added: product and] service offerings, as [removed: 47%] [added: 48%] of our customers are located in international markets (notably the United [removed: Kingdom,] [added: Kingdom (UK),] Canada, [removed: Germany,] India and Australia).

And, while not a standalone product, our GoDaddy Guides consist of approximately [removed: 6,200] [added: 6,300] specialists worldwide who are [added: readily] available [removed: 24/7/365] and provide care to customers who have different levels of technical sophistication.

- Applications and Commerce (A&C), which primarily consists of sales of products containing proprietary software, [added: notably our website building products, as well as our] commerce products and third-party email and productivity solutions [removed: as well as] [added: and] sales of certain products when they are included in bundled offerings of our proprietary software products.

GoDaddy is a global leader serving a large market of entrepreneurs, developing and delivering easy-to-use products in a one-stop shop solution alongside personalized guidance.

We serve small businesses, individuals, organizations, developers, designers and domain investors.

Each phase in the journey can be iterative in nature; customers are constantly revisiting different stages of their entrepreneurial experience to improve and grow across what we call the "Entrepreneurs' Wheel." The Entrepreneurs' Wheel focuses on three areas: identity, presence and commerce solutions.

In 2023, we introduced multiple customer-facing capabilities in generative AI to further enhance the customer experience.

In the fourth quarter of 2023, we introduced GoDaddy Airo in the U.S. GoDaddy Airo is an AI-powered solution designed to build and help grow businesses online by delivering personalized website content, a logo, domain-based email, ready-to-use social media posts, a marketing calendar, email communications and more.

Domains are a part of our Core Platform business, and we believe our Applications and Commerce products are a natural adjacency to our domain registration products.

In 2023, we launched GoDaddy Airo in the U.S. GoDaddy Airo is an AI-powered solution designed to save our customers time.

Airo enables our customers to build and help grow businesses online by delivering personalized website content, a logo, domain-based email, ready-to-use social media posts, a marketing calendar, email communications and more.

Our customers come to GoDaddy to build a professional website, attract customers, sell their products and services and accept payments online and in person.

GoDaddy's easy-to-use tools help microbusiness owners manage everything in one place.

opportunity to build their brand.

We also provide merchants with QR code-based payments, allowing their customers to scan and pay through the GoDaddy Mobile App.

We are a global leader in domain name registration, with approximately 85 million domains under management as of December 31, 2023.

As of December 31, 2023, 446 different generic TLDs, such as .com, .net and .biz, and 58 different country code TLDs,

We maintain a portfolio of more than 1.2 million previously registered domains, allow our customers to "List for Sale" names under their registration, provide functionality for the entire registrar network to list expiring domains from their platforms and, in 2023, opened "List for Sale" functionality to registrar partners allowing their currently registered customers to list domain names within GoDaddy's aftermarket.

These various channels provide a diverse inventory available to meet the demand from our customers.

During 2023, we have taken proactive steps to rationalize our hosting business and integrate or divest certain underperforming acquired hosting assets and brands.

These efforts were undertaken to improve operational efficiency as we progress toward unifying our hosting platform under a single technology stack.

function.

In 2023, we launched GoDaddy Airo in the U.S. GoDaddy Airo is an AI-powered solution that is designed to build and help grow businesses online by delivering personalized website content, a logo, domain-based email, ready-to-use social media posts, a marketing calendar, email communications and more.

Our customers need real people who are readily available and can provide care to customers who have different levels of technical sophistication.

Global Brand Awareness. Our global brand benefits from high awareness as one of the largest domain name providers, with approximately 85 million domains under management as of December 31, 2023.

Based on information reported in VeriSign's most recent Domain Name Industry Brief, this represented approximately 24% of the approximately 360 million domain names registered worldwide as of December 31, 2023.

With Managed WordPress, we reduced the complexity of launching and managing WordPress sites so our customers can stay focused on growing their business, not managing complex WordPress hosting tasks.

We provide this on a fully managed platform that delivers fast performance and AI-powered site creation.

With Websites + Marketing, our

Starting in 2023, we harnessed the foundational expertise we cultivated with respect to machine learning and AI to introduce multiple customer-facing capabilities in generative AI across our suite of products, including GoDaddy Airo.

The automation and content creation abilities inherent in these tools elevate the discoverability of and engagement with our products, creating a true one-stop-shop experience.

This further enhances our customers' capacity to market their products, sell online, manage their businesses and grow, all in a seamless, low-friction manner.

GoDaddy Venture Forward Research Initiative. Established in 2018, GoDaddy's Venture Forward research initiative analyzes more than 20 million online businesses with a digital presence (measured by a unique domain and an active website).

Most of these businesses employ fewer than ten people, categorizing each as a microbusiness.

While these microbusinesses may be small, their impact on economies is outsized even though they are often too informal or too new to show up in traditional government statistics.

Venture Forward’s data helps those studying, reporting on or advocating for entrepreneurs understand developing themes and insights into microbusiness/digital entrepreneurship, and we share this data to download for free and update it quarterly.

We live by the same principles that enable our customers' ideas to survive and thrive, including owning outcomes, building value, joining forces, working courageously and living passionately.

As of December 31, 2023, we employed 6,159 people worldwide, including 2,708 in care and services (who comprise a portion of our GoDaddy Guides), 2,259 in technology and development, 395 in marketing and advertising and 797 in general and administrative functions.

Additionally, in April 2023, our Chief Executive Officer (CEO) Aman Bhutani signed the CEO Action for Diversity & Inclusion pledge, joining a coalition of more than 2,500 CEOs across the U.S. who have committed to advancing diversity, equity and inclusion in the workplace.

Approximately 90% of survey respondents say the employees on their team treat each other with respect.

89% say their manager supports them and models inclusive behavior.

As of December 31, 2023, we had 2,259 employees in technology

and development and 368 issued patents in the U.S. and other countries covering various aspects of our product offerings.

GoDaddy is a global leader in serving a large market of everyday entrepreneurs, delivering simple, easy-to-use products, and outcome-driven, personalized guidance to small businesses, individuals, organizations, developers, designers and domain investors.

When GoDaddy began, the entrepreneurial journey was simpler: entrepreneurs needed our help to name, create, grow and manage their ventures online.

Over time, the evolution of e-commerce, social media and consumer expectations of their online and in-person experiences has changed the entrepreneurial journey, making it more complex every day.

We champion everyday entrepreneurs by empowering them with sage guidance set in seamlessly intuitive experiences to create and protect their digital identity, establish and maintain a ubiquitous presence online and participate in the world of connected commerce.

We do all of this while activating the exponential power of our community at a global scale to deliver profitable revenue growth.

These phases are iterative in nature; customers are constantly revisiting different stages of their journey to improve and grow.

Wherever our customers are in their journey, whether they are choosing a domain name or establishing a physical store, online presence or a social media platform, GoDaddy is there to enable them to create content, build their website, establish and manage their online marketing, sell their products and services, process their payments, syndicate marketplaces online and offline, connect social media and manage their businesses with branded email, productivity solutions and website security.

We do all this by providing value well in excess of the price we charge, which often puts our products in a position of strength on functionality while at an affordable cost.

Our products enable our customers to be found online by helping to enhance the information on their website and extending their website and its content to where they need to be, from search engine results (e.g., Google) to social media (e.g., Meta) to vertical marketplaces (e.g., Yelp), all from one location.

In addition, in 2022 we released Managed WooCommerce Stores, which is a high performance and highly flexible WordPress online store targeted at established businesses looking for a powerful connected commerce solution to scale their online and in-store businesses.

We also offer payment services through the GoDaddy Mobile App, which not only powers our Card Reader, but allows our customers to accept payments through their smartphone by using a QR code that their customers can scan to pay.

when compared to other leading providers.

We also

We maintain a portfolio of more than 1.2 million previously registered domains, providing a diverse inventory available to our customers.

*Managed Hosting*.

technologically savvy, or WebPros, who have more complex requirements, and the range of customers in between who have different demands and levels of sophistication.

Our customers need real people who are available 24/7/365 and in the manner that works best for them, whether by phone, chat or in community forums.

Global Brand Awareness. We have a global brand with high awareness and are one of the largest domain name providers, with nearly 84 million domains representing 24% of the approximately 350 million domain names registered worldwide as of September 30, 2022 according to VeriSign's Domain Name Industry Brief.

With Managed WordPress, we have dramatically reduced the complexity of provisioning, managing and customizing the WordPress CMS by wrapping it with our own security tools (WAF, CDN and SSL), design tools, plug-in pre-installs at initiation and automatic, managed updates.

Additionally, within our Websites + Marketing platform we offer an in-editor chat experience with our GoDaddy Guides, who are able to strategically assist our customers through aesthetic decisions and help them with technical challenges.

Exponential Power of our Community. GoDaddy is a large aggregator of small businesses and ventures, with a wealth of diversity across industry verticals, life stages, levels of sophistication and geographies.

Our customers gain valuable insights when they are able to share experiences and skills, but the exchange of information is cumbersome.

We aim to activate our community and lower the barriers for connection, for the betterment of our customers.

This occurs in discreet areas of our business today – such as in our domain aftermarket and GoDaddy Websites + Marketing's InSight platform – and it is something in which we continue to invest in with our other products and services.

We value hard work, extraordinary effort, living passionately, taking intelligent risks and working together toward successful customer outcomes.

As of December 31, 2022, we had 6,910 employees worldwide, including 3,124 in care and services (or, GoDaddy Guides), 2,378 in technology and development, 523 in marketing and advertising and 885 in general and administrative.

Approximately 91% of survey respondents say their manager supports them with flexibility, models inclusive behavior, and maintains high ethical and compliance standards and 93% say their colleagues treat each other with respect.

As of December 31, 2022, we had 2,378 employees in technology and development, 353 issued patents and 9 pending patent applications in the U.S.

*E-commerce Platform and Application Services.* While we continue to use our existing platform, we have developed and begun to implement a new e-commerce platform.

We expect this new platform to enhance our value proposition to our customers by offering comprehensive, flexible and integrated solutions that can be rapidly scaled up or down, used across multiple platforms and integrated with third-party offerings.

Both our existing and new platforms also allow resellers to easily sell our products, thereby broadening our distribution channels.

Our product development investments have grown at a significantly higher rate than our physical infrastructure and business system expenses, reflecting our expanding role in enabling our customers' success with a powerful digital presence.

In 2020, we introduced GoDaddy Studio, a web and mobile app that empowers everyday entrepreneurs to create visual content by customizing templates we provide or creating from scratch with simple design tools.

Additionally, we are investing in products to help our customers drive their customer acquisition, retention and communication efforts by managing their presence across search engines, social networks and vertical marketplaces and keep their online presence and information secure.

We have also acquired companies and

technologies to complement our product and service offerings and expand our geographic footprint.

For example, in July 2022, we acquired Dan.com, a marketplace of domain names, which provides our customers with lease-to-own options, automation technology and a new market of buyers for domain investors.

We intend to continue identifying value-added technology acquisition targets and partnership opportunities.

- *Managed WooCommerce Stores:* Launched a new WordPress-based online store solution for established businesses looking to scale and grow.

Managed WooCommerce Stores is a fully managed platform that streamlines operating a WordPress ecommerce site by providing integrated features needed to sell goods online, in person and across several marketplaces and social media platforms.

The company filed a motion to dismiss the amended complaint on January 6, 2023; briefing [removed: will be complete] [added: was completed] on April 27, 2023.

[removed: Although the results of any such current or future Proceedings, regardless of the underlying nature of the] claims or facts, cannot be predicted with certainty, the final outcome of any current or future Proceedings we face could adversely affect our business, financial condition and results of operations.

On August 24, 2023, the Court denied the company's motion to dismiss the amended complaint.

On September 21, 2023, the company's Board of Directors resolved to form a Special Litigation Committee (the SLC) that is vested with the full authority of the Board to take any such action with respect to this litigation that the SLC in its sole discretion deems to be in the best interests of the company.

The matter is currently stayed pending the SLC's investigation of the allegations.

Although the results of any such current or future Proceedings, regardless of the underlying nature of the

A hearing on the company's motion is scheduled for May 24, 2023.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant's Class A common stock held by non-affiliates, based upon the closing sales price for the registrant's Class A common stock as reported by the New York Stock Exchange, was approximately [removed: $10.9] [added: $11.1] billion.

As of February [removed: 10, 2023,] [added: 23, 2024,] there were [removed: 153,525,967] [added: 142,478,402] shares of GoDaddy Inc.'s Class A common stock, $0.001 par value per share, outstanding and [removed: 307,223] [added: 25] shares of GoDaddy Inc.'s Class B common stock, $0.001 par value per share, outstanding.

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended December 31, [removed: 2022.][added: 2023.]

Year Ended December 31, [removed: 2022][added: 2023]

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| [Item [removed: 16.](#i623317e58e56467caa484e20ebcf7933_202)] [added: 16.](#i6b45693788744c81b5dd5b6773ad29c9_205)] | | | [Form 10-K [removed: Summary](#i623317e58e56467caa484e20ebcf7933_202)] [added: Summary](#i6b45693788744c81b5dd5b6773ad29c9_205)] | | | [removed: [126](#i623317e58e56467caa484e20ebcf7933_202)] [added: [133](#i6b45693788744c81b5dd5b6773ad29c9_205)] | | |

This Annual Report on Form 10-K (Annual Report), including the sections titled "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as [removed: amended,] [added: amended (the Securities Act),] and Section 21E of the Securities Exchange Act of 1934, as [removed: amended,] [added: amended (the Exchange Act),] involving substantial risks and uncertainties.

- our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, including changes in technology and development, marketing and advertising, general and administrative and customer care expenses, and our ability to [removed: achieve and] maintain future profitability;

- our ability to continue to efficiently acquire customers, maintain our high customer retention rates and [removed: maintain] [added: grow] the level of our customers' lifetime spend;

- our ability to effectively manage our growth and associated investments, including [removed: our migration of] the [removed: majority] [added: migration] of [removed: our] applications and services to the public cloud;

- our ability to integrate acquisitions, [removed: including] our [removed: recent acquisition of Dan.com, our] entry into new lines of business and our ability to achieve expected results from our integrations and new lines of business;

- adverse consequences of our [removed: substantial] level of indebtedness and our ability to repay our debt;

In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this [removed: report] [added: Annual Report] may not occur, and actual results could differ materially and adversely from those implied in our forward-looking statements.

We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this [removed: report] [added: Annual Report] to conform such statements to actual results or to changes in our expectations, except as required by law.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I.](#i6b45693788744c81b5dd5b6773ad29c9_13) | | | | | | | | |

| [Item 1](#i6b45693788744c81b5dd5b6773ad29c9_2019)[C](#i6b45693788744c81b5dd5b6773ad29c9_2019)[.](#i6b45693788744c81b5dd5b6773ad29c9_2019) | | | [Cybersecurity](#i6b45693788744c81b5dd5b6773ad29c9_2019) | | | [60](#i6b45693788744c81b5dd5b6773ad29c9_2019) | | |

| [Item 9](#i6b45693788744c81b5dd5b6773ad29c9_2032)[C](#i6b45693788744c81b5dd5b6773ad29c9_2032)[.](#i6b45693788744c81b5dd5b6773ad29c9_2032) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i6b45693788744c81b5dd5b6773ad29c9_2032) | | | [130](#i6b45693788744c81b5dd5b6773ad29c9_2032) | | |

| [PART III.](#i6b45693788744c81b5dd5b6773ad29c9_181) | | | | | | | | |

| [PART IV.](#i6b45693788744c81b5dd5b6773ad29c9_199) | | | | | | | | |

| [Signatures](#i6b45693788744c81b5dd5b6773ad29c9_208) | | | | | | [134](#i6b45693788744c81b5dd5b6773ad29c9_208) | | |

- our ability to deploy new and evolving technologies, such as artificial intelligence, machine learning, data analytics and similar tools (collectively, AI), in our offerings;

- our ability to complete desired or proposed divestitures;

- our future taxable income and ability to realize our deferred tax assets;

- our expectations regarding the effectiveness of our 2023 restructuring efforts;

- our ability to remediate the identified material weakness in our internal control over financial reporting and to maintain effective internal control over financial reporting;

| | | | | | | | | |

| [PART I.](#i623317e58e56467caa484e20ebcf7933_13) | | | | | | | | |

| [PART III.](#i623317e58e56467caa484e20ebcf7933_178) | | | | | | | | |

| [PART IV.](#i623317e58e56467caa484e20ebcf7933_196) | | | | | | | | |

| [Signatures](#i623317e58e56467caa484e20ebcf7933_205) | | | | | | [127](#i623317e58e56467caa484e20ebcf7933_205) | | |

- the length and severity of the coronavirus (COVID-19) pandemic and its impact on our business, customers and employees;

GoDaddy maintains an enterprise-wide cybersecurity program designed to manage risks to the company's information systems from cybersecurity threats and cybersecurity incidents.

Board and Audit and Finance Committee Governance

Our board of directors (the Board) is committed to managing data privacy and cybersecurity risks as part of the company's overall risk management framework.

The Board oversees the company's cybersecurity risk management program through the Board's Audit and Finance Committee (the Audit Committee).

The Audit Committee is responsible for overseeing and reviewing with management GoDaddy's cybersecurity matters.

The Audit Committee receives verbal and written reports at least quarterly from GoDaddy's Chief Information Security Officer (CISO) regarding the state of the company's cybersecurity risk management program, the company's current material cybersecurity risks, and general cybersecurity-related risks.

The Audit Committee consists of Board members with a diversity of expertise in risk management, technology, finance and cybersecurity, including oversight of security teams.

In addition, the company's CISO and Chief Technology Officer (CTO) provide the full Board with written quarterly and annual reports on the state of the company's cybersecurity program and material cybersecurity-related risks, and the chair of the Audit Committee provides a quarterly summary of the Audit Committee's cybersecurity discussion to the full Board.

Management of Cybersecurity Risk

GoDaddy management is responsible for identifying, assessing, and managing the company's material cybersecurity risks on an ongoing basis, establishing processes designed to ensure that potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation and remediation measures and maintaining the company's cybersecurity programs.

GoDaddy's CISO has primary responsibility for overseeing the company's programs for identifying, assessing, and managing the company's cybersecurity risks.

The CISO reports directly to the company's CTO and also regularly provides reports and updates to the company's CEO on significant cybersecurity-related matters relevant to the company's cybersecurity risk.

The company's CISO has more than 18 years' experience in cybersecurity, networking, and related technologies.

The company's CTO has more than 25 years' experience in network security and other related technologies.

The company's CEO has more than 27 years' experience in ecommerce technology, engineering, and other related areas.

The CISO, CTO, and CEO work together to assess and manage cybersecurity-related risks.

The CISO is responsible for day-to-day operations working with an enterprise-wide cybersecurity team that provides 24/7/365 support.

The CISO regularly confers with the CTO and CEO on cybersecurity matters, including providing notice of cybersecurity threats and incidents, including those that have the potential to have material effects.

The CISO also provides written monthly and quarterly reports on the state of the company's cybersecurity program and cybersecurity risks to the CTO, CEO, and other key executives.

As noted above, the CISO and CTO also provide regular reports to the Audit Committee and the Board.

The company's cybersecurity policies, procedures, and strategies primarily are implemented by the company's information security department, which reports directly to the CISO.

The company's information security department performs functions that include but are not limited to general security operations, event monitoring, incident response, vulnerability management, policy and procedure development, security compliance, product development support, product security readiness testing, third-party vendor security assessments, and penetration testing.

Other personnel and departments in the company also assist with cybersecurity risk management, including but not limited to the company's technology organization and the company's privacy, legal, third-party risk management, and corporate audit services teams.

The company also has developed processes to integrate cybersecurity risk management within the company's product and software development processes.

In addition, product teams and business unit leaders are involved in cybersecurity risk management during product development with support from our enterprise-wide security team supervised by the CISO.

Third-Party Consultants and Auditors

GoDaddy maintains industry certifications for some of the services we provide, including certifications relating to our GoDaddy Registrar, Registry, Domains, and Commerce businesses.

We use third-party auditors and consultants in connection with obtaining and maintaining our certifications for certain products and services.

We also have engaged third-party consultants in the past and may engage third-party consultants in the future for specific projects and engagements, such as responding to cybersecurity incidents.

Our third-party financial auditors also include material cybersecurity risks and events as part of their financial audits.

Third-Party Cybersecurity Risk Management

We engage with third parties to provide us with hardware, software, and services to operate our information systems and run our business.

In particular, we host a substantial portion of our IT infrastructure and data on services maintained by Amazon Web Services.

When engaging a third-party vendor or service provider, we use a variety of processes and controls to identify and oversee risks relating to that engagement, which may include one or more of the following depending on the scope and nature of the engagement:

- incorporating provisions in vendor contracts that require third parties meet certain minimum cybersecurity standards based on the nature of the product or service provided;

- installing monitoring software and other tools to detect malicious software and activities in systems operated by third parties;

- maintaining processes for monitoring for and applying updates and patches to third-party hardware and software to address vulnerabilities; and

- performing security and data privacy assessments before engaging new vendors or acquiring new hardware and software.

We also rely on third parties to provide hardware, software, and services relating to our cybersecurity program.

We apply similar controls to third-party providers of cybersecurity services that we apply to other IT hardware, software, and services described above.

We own our offices in Hiawatha, Iowa, which consist of approximately 75,000 square feet used primarily for customer care and product development.

The following graph compares, for the five year period ending December 31, [removed: 2022,] [added: 2023,] the cumulative total return to stockholders on our Class A common stock relative to the cumulative total returns of the Standard & Poor's 500 Index (S&P 500) and the NASDAQ Internet Index.

[removed: ][added: ]

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: 9] [added: 20] holders of record of our Class A common stock, although we believe there are a significantly larger number of beneficial owners because many shares are held by brokers and other institutions on behalf of stockholders.

We have not paid any dividends on our Class A common stock and [added: we currently] do not intend to pay [removed: dividends in the foreseeable future.][added: dividends.]

If, however, we decide to pay a dividend in the future, we would need to cause [removed: Desert Newco] [added: our subsidiaries] to make distributions to us in an amount sufficient to cover such dividend.

Our ability to pay dividends is [added: also] limited by the covenants of our [removed: long-term debt agreements.][added: existing indebtedness.]

Share repurchase activity during the three months ended December 31, [removed: 2022] [added: 2023] pursuant to our share repurchase programs was as follows:

Each of our subsidiaries is a distinct legal entity and may be subject to legal or contractual restrictions limiting their ability to make distributions to us.

For example, Desert Newco is generally prohibited under Delaware law from making a distribution to us to the extent that, at the time of the distribution, after giving effect to the

distribution, liabilities of Desert Newco (with certain exceptions) exceed the fair value of its assets.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

| October 1 - October 31 | | | | | | 1,601 | | | | | | $ | 73.66 | | | | | 1,601 | | | | | | | | |

| November 1 - November 30 | | | | | | 16 | | | | | | $ | 73.19 | | | | | 16 | | | | | | | | |

| December 1 - December 31 | | | | | | — | | | | | | | | | | | | — | | | | | | | | |

| Total | | | | | | 1,617 | | | | | | | | | | | | 1,617 | | | | | | $ | 1,435.5 | |

If Desert Newco makes such distributions to us, the other holders of LLC Units will be entitled to receive pro rata distributions.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." In addition, Desert Newco is generally prohibited under Delaware law from making a distribution to unit holders (including us) to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Desert Newco (with certain exceptions) exceed the fair value of its assets.

| October 1 - October 31 | | | | | | 707 | | | | | | $ | 75.86 | | | | | 707 | | | | | | | | |

| November 1 - November 30 | | | | | | 1,379 | | | | | | $ | 71.29 | | | | | 1,379 | | | | | | | | |

| December 1 - December 31 | | | | | | 701 | | | | | | $ | 74.45 | | | | | 701 | | | | | | | | |

| Total | | | | | | 2,787 | | | | | | | | | | | | 2,787 | | | | | | $ | 1,699.9 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i623317e58e56467caa484e20ebcf7933_73)] [added: Firm](#i6b45693788744c81b5dd5b6773ad29c9_73)] (PCAOB ID: [removed: 42[)](#i623317e58e56467caa484e20ebcf7933_73)] [added: 42[)](#i6b45693788744c81b5dd5b6773ad29c9_73)] | | | [removed: [78](#i623317e58e56467caa484e20ebcf7933_73)] [added: [82](#i6b45693788744c81b5dd5b6773ad29c9_73)] | | |

| [Consolidated Balance [removed: Sheets](#i623317e58e56467caa484e20ebcf7933_79)] [added: Sheets](#i6b45693788744c81b5dd5b6773ad29c9_79)] | | | [removed: [80](#i623317e58e56467caa484e20ebcf7933_79)] [added: [85](#i6b45693788744c81b5dd5b6773ad29c9_79)] | | |

| [Consolidated Statements of [removed: Operations](#i623317e58e56467caa484e20ebcf7933_82)] [added: Operations](#i6b45693788744c81b5dd5b6773ad29c9_82)] | | | [removed: [81](#i623317e58e56467caa484e20ebcf7933_82)] [added: [86](#i6b45693788744c81b5dd5b6773ad29c9_82)] | | |

[removed: | [Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income (Loss)](#i623317e58e56467caa484e20ebcf7933_88) | | | [82](#i623317e58e56467caa484e20ebcf7933_88) | | |][added: Income]

| [Consolidated Statements of Stockholders' Equity [removed: (Deficit)](#i623317e58e56467caa484e20ebcf7933_94)] [added: (Deficit)](#i6b45693788744c81b5dd5b6773ad29c9_94)] | | | [removed: [83](#i623317e58e56467caa484e20ebcf7933_94)] [added: [88](#i6b45693788744c81b5dd5b6773ad29c9_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i623317e58e56467caa484e20ebcf7933_97)] [added: Flows](#i6b45693788744c81b5dd5b6773ad29c9_97)] | | | [removed: [85](#i623317e58e56467caa484e20ebcf7933_97)] [added: [90](#i6b45693788744c81b5dd5b6773ad29c9_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i623317e58e56467caa484e20ebcf7933_100)] [added: Statements](#i6b45693788744c81b5dd5b6773ad29c9_100)] | | | [removed: [87](#i623317e58e56467caa484e20ebcf7933_100)] [added: [92](#i6b45693788744c81b5dd5b6773ad29c9_100)] | | |

We have audited the accompanying consolidated balance sheets of GoDaddy Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: income (loss), stockholders'] [added: income, stockholders’] equity [removed: (deficit),] [added: (deficit)] and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the [removed: "consolidated] [added: “consolidated] financial [removed: statements").][added: statements”).]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 16, 2023] [added: 29, 2024] expressed an [removed: unqualified] [added: adverse] opinion thereon.

These [removed: consolidated] financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s [removed: consolidated] financial statements based on our audits.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the [removed: 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 [removed: 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 [removed: 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 [removed: consolidated] financial statements.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the [removed: consolidated] financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the [removed: consolidated] financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| Description of the Matter | | | | | | As more fully described in Note 2 to the consolidated financial statements, the Company derives its revenue primarily from subscription fees for domain registrations, website hosting, website security, and applications and commerce products, which it generally recognizes ratably over the related contractual terms. The [added: revenue stream accounting for the] majority of the Company's revenue [removed: recognition process] involves the use of several [removed: systems] [added: IT applications] responsible for the [removed: processing] [added: initiation, processing,] and recording of transactions originating from the Company's ecommerce websites based on the calculation of revenue in accordance with the Company's accounting policies. The processing and recognition of revenue are highly automated and involve capturing and processing significant volumes of data. [removed: Auditing] [added: We identified] the [removed: Company's accounting for] [added: evaluation of sufficiency of audit evidence over this] revenue [removed: from contracts with customers was challenging and complex] [added: as a critical audit matter] due to the [removed: high] [added: large] volume of [removed: transactions] [added: data] and the [removed: dependency on] [added: number of revenue accounting IT applications. While this revenue consists of a large number of similar, individually low value transactions,] the [added: IT applications required a high degree of auditor judgment to evaluate the] design [removed: and operation] of [removed: multiple systems, some] [added: our audit procedures to ensure sufficiency] of [removed: which are custom-made for] [added: audit evidence obtained. Subjective auditor judgment was required to evaluate that revenue data was captured and aggregated accurately and completely throughout these various IT applications. Additionally, IT professionals with specialized skills and knowledge were required to evaluate] the [removed: Company's business.] [added: nature and extent of evidence obtained over this revenue stream.] | | |

| 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 Company's accounting for [added: this] revenue [removed: recognition. With the assistance of information technology professionals, we tested] [added: stream, including IT general] controls [added: and application controls, controls] over [removed: the initiation] [added: data interfaces,] and [removed: billing of subscriptions] [added: procedures used to initiate, process,] and [added: record transactions. For this revenue stream, we involved IT professionals with specialized skills and knowledge, who assisted in determining that] the [removed: Company's cash to billings reconciliation process. We also tested] [added: design of] controls [removed: related to] [added: over] the [removed: interfaces between] [added: IT applications used by] the [removed: provisioning, billing,] [added: Company in this revenue recognition process] and [removed: accounting systems.] [added: the transfer of relevant revenue data between certain systems used in the revenue recognition process was appropriate.] Our audit procedures [added: also] included, among others, testing the completeness and accuracy of the underlying data within the Company's billing systems, performing data analytics to evaluate the completeness and accuracy of recorded revenue and deferred revenue amounts, testing samples of sales transactions to third-party documentation, and reviewing the Company's cash to billings reconciliations. We also evaluated the Company's disclosures included in Note 2 to the consolidated financial statements. [added: We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed.] | | |

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 774.0] [added: 458.8] | | | | | $ | [removed: 1,255.7] [added: 774.0] | |

| Accounts and other receivables | | | [removed: 60.1] [added: 76.6] | | | | | | [removed: 63.6] [added: 60.1] | | |

| Registry deposits | | | [removed: 41.0] [added: 37.3] | | | | | | [removed: 40.9] [added: 41.0] | | |

| Prepaid domain name registry fees | | | [removed: 435.7] [added: 466.0] | | | | | | [removed: 419.7] [added: 435.7] | | |

| Prepaid expenses and other current assets | | | [removed: 271.8] [added: 177.2] | | | | | | [removed: 109.9] [added: 271.8] | | |

| Total current assets | | | [removed: 1,582.6] [added: 1,255.9] | | | | | | [removed: 1,889.8] [added: 1,582.6] | | |

| Property and equipment, net | | | [removed: 225.6] [added: 185.3] | | | | | | [removed: 220.0] [added: 225.6] | | |

| Operating lease assets | | | [removed: 84.1] [added: 60.8] | | | | | | [removed: 109.2] [added: 84.1] | | |

| Prepaid domain name registry fees, net of current portion | | | [removed: 197.1] [added: 209.0] | | | | | | [removed: 181.4] [added: 197.1] | | |

| Goodwill | | | [removed: 3,536.9] [added: 3,569.3] | | | | | | [removed: 3,540.8] [added: 3,536.9] | | |

| Intangible assets, net | | | [removed: 1,252.2] [added: 1,158.6] | | | | | | [removed: 1,384.7] [added: 1,252.2] | | |

| Total assets | | | $ | [removed: 6,973.5] [added: 7,564.9] | | | | | $ | [removed: 7,417.1] [added: 6,973.5] | |

| Accounts payable | | | $ | [removed: 130.9] [added: 148.1] | | | | | $ | [removed: 85.2] [added: 130.9] | |

| Accrued expenses and other current liabilities | | | [removed: 356.7] [added: 442.2] | | | | | | [removed: 437.3] [added: 356.7] | | |

| Deferred revenue | | | [removed: 1,954.0] [added: 2,074.9] | | | | | | [removed: 1,890.1] [added: 1,954.0] | | |

| Long-term debt | | | [removed: 18.2] [added: 17.9] | | | | | | [removed: 24.1] [added: 18.2] | | |

| Total current liabilities | | | [removed: 2,459.8] [added: 2,683.1] | | | | | | [removed: 2,436.7] [added: 2,459.8] | | |

| Deferred revenue, net of current portion | | | [removed: 770.3] [added: 802.4] | | | | | | [removed: 743.3] [added: 770.3] | | |

| | | | | | | Valuation Allowance – Realizability of Deferred Tax Assets | | |

| Description of the Matter | | | | | | As more fully described in Note 16 to the consolidated financial statements, at December 31, 2023, the Company had deferred tax assets related to deductible temporary differences and carryforwards of $1.03 billion, net of a $378 million valuation allowance. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized based on the available sources of income. Auditing management’s assessment of the realizability of its deferred tax assets involved complex auditor judgment because management’s estimate is highly subjective and based on significant assumptions that may be affected by future market or economic conditions, as well as management’s ability to execute against its forecasted plan. | | |

| How We Addressed the Matter in Our Audit | | | | | | Our audit procedures performed, among others, included evaluation of the assumptions used by the Company to develop the projections of future taxable income by tax-paying component and jurisdiction, and testing of the completeness and accuracy of the underlying data used in its projections as the primary source of income, as well as testing the Company’s analysis of the limitation related to tax character (capital vs. ordinary), ordering rules and/or limited carryforward periods of the expiring deferred tax assets, and uncertain tax positions as a source of income, where applicable. For example, we compared the projections of future taxable income with the actual results of prior periods, and we evaluated management’s consideration of current industry and economic trends. We also assessed the historical accuracy of management’s projections and compared the projections of future taxable income with other forecasted financial information prepared by the Company. We evaluated the Company’s disclosures included in Note 16 to the consolidated financial statements. | | |

| | | | | | | Sufficiency of audit evidence over revenue | | |

February 29, 2024

| | | | 2023 | | | | | | 2022 | | |

| Short-term investments | | | 40.0 | | | | | | — | | |

| Deferred tax assets | | | 1,020.4 | | | | | | 5.4 | | |

| Other assets | | | 105.6 | | | | | | 89.6 | | |

| Foreign exchange forward contracts gain (loss), net | | | $ | (5.5) | | | | | $ | — | | | | | $ | — | |

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

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

__________________________________

(1) Includes a 1% excise tax on shares repurchased, net of the fair market value of new share issuances, of $8.5 million

| Deferred taxes | | | (993.2) | | | | | | (18.4) | | | | | | (16.1) | | |

| Loss on dispositions | | | 16.5 | | | | | | — | | | | | | — | | |

| Other | | | 56.5 | | | | | | 66.8 | | | | | | 30.7 | | |

| Purchases of short-term investments | | | (40.0) | | | | | | — | | | | | | — | | |

| Net proceeds received from dispositions | | | 12.7 | | | | | | — | | | | | | — | | |

| [Note 3](#i6b45693788744c81b5dd5b6773ad29c9_109) | | | [Business Acquisitions](#i6b45693788744c81b5dd5b6773ad29c9_109) | | | [103](#i6b45693788744c81b5dd5b6773ad29c9_109) | | |

| [Note 5](#i6b45693788744c81b5dd5b6773ad29c9_115) | | | [Stockholders' Equity](#i6b45693788744c81b5dd5b6773ad29c9_115) | | | [106](#i6b45693788744c81b5dd5b6773ad29c9_115) | | |

| [Note 14](#i6b45693788744c81b5dd5b6773ad29c9_145) | | | [Restructuring and Other Charges and Disposition of Businesses and Related Assets](#i6b45693788744c81b5dd5b6773ad29c9_145) | | | [119](#i6b45693788744c81b5dd5b6773ad29c9_145) | | |

| [Note 17](#i6b45693788744c81b5dd5b6773ad29c9_154) | | | [Income](#i6b45693788744c81b5dd5b6773ad29c9_154) [Per Share](#i6b45693788744c81b5dd5b6773ad29c9_154) | | | [123](#i6b45693788744c81b5dd5b6773ad29c9_154) | | |

| [Note 18](#i6b45693788744c81b5dd5b6773ad29c9_157) | | | [Segment Information](#i6b45693788744c81b5dd5b6773ad29c9_157) | | | [124](#i6b45693788744c81b5dd5b6773ad29c9_157) | | |

| [Note 20](#i6b45693788744c81b5dd5b6773ad29c9_166) | | | [Subsequent Events](#i6b45693788744c81b5dd5b6773ad29c9_166) | | | [126](#i6b45693788744c81b5dd5b6773ad29c9_166) | | |

On December 11, 2023, we completed a series of transactions (the DNC Restructure) designed to simplify our capital structure, commonly referred to as an "Up-C" structure, and provide us with additional strategic flexibility which resulted in Desert Newco becoming a wholly-owned subsidiary of GoDaddy Inc. Pursuant to the DNC Restructure, 271 Limited Liability Company Units (LLC Units) of Desert Newco not held by us or our subsidiaries were cancelled and converted into 271 newly issued shares of our Class A common stock.

Each LLC Unit formerly held by such other unitholders was paired with one share of our Class B common stock, which shares of Class B common stock remained outstanding immediately following the DNC Restructure.

To the extent the shares of Class B common stock remain outstanding, the holders are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders, but such shares have no economic rights and are non-transferrable.

As of December 31, 2023, 259 Class B shares were outstanding.

Our 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 our 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 our short-term investments as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date.

We may sell our 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 our short-term investments, including investments with maturities beyond 12 months, as current assets.

| | | | | | | 2023 | | | | | | 2022 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | |

| | | | | | | Revenue recognition | | |

February 16, 2023

| Other assets | | | 95.0 | | | | | | 91.2 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenue: | | | | | | | | | | | | | | | | | |

| Tax receivable agreements liability adjustment | | | — | | | | | | — | | | | | | (674.7) | | |

| Balance at December 31, 2019 | | | | | | | | | 172,867 | | | | | | $ | 0.2 | | | | | 1,490 | | | | | | $ | — | | | | | $ | 1,003.5 | | | | | $ | (153.5) | | | | | $ | (78.2) | | | | | $ | 10.1 | | | | | $ | 782.1 | |

| Net income (loss) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (495.1) | | | | | | — | | | | | | 1.0 | | | | | | (494.1) | | |

| Stock option exercises | | | | | | | | | 2,613 | | | | | | — | | | | | | — | | | | | | — | | | | | | 79.6 | | | | | | — | | | | | | — | | | | | | (1.9) | | | | | | 77.7 | | |

| Distributions to holders of LLC Units | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6.0) | | | | | | (6.0) | | |

| Tax receivable agreements liability adjustment | | | — | | | | | | — | | | | | | 674.7 | | |

| Other | | | 48.4 | | | | | | 14.6 | | | | | | 25.7 | | |

| Settlement of tax receivable agreements | | | — | | | | | | (0.2) | | | | | | (849.8) | | |

| [Note 3](#i623317e58e56467caa484e20ebcf7933_112) | | | [Business Acquisitions](#i623317e58e56467caa484e20ebcf7933_112) | | | [98](#i623317e58e56467caa484e20ebcf7933_112) | | |

| [Note 5](#i623317e58e56467caa484e20ebcf7933_118) | | | [Stockholders' Equity](#i623317e58e56467caa484e20ebcf7933_118) | | | [101](#i623317e58e56467caa484e20ebcf7933_118) | | |

| [Note 14](#i623317e58e56467caa484e20ebcf7933_145) | | | [Restructuring and Other](#i623317e58e56467caa484e20ebcf7933_145) | | | [114](#i623317e58e56467caa484e20ebcf7933_145) | | |

| [Note 17](#i623317e58e56467caa484e20ebcf7933_157) | | | [Income (Loss) Per Share](#i623317e58e56467caa484e20ebcf7933_157) | | | [117](#i623317e58e56467caa484e20ebcf7933_157) | | |

| [Note 18](#i623317e58e56467caa484e20ebcf7933_160) | | | [Segment Information](#i623317e58e56467caa484e20ebcf7933_160) | | | [118](#i623317e58e56467caa484e20ebcf7933_160) | | |

| [Note 20](#i623317e58e56467caa484e20ebcf7933_2126) | | | [Subsequent Events](#i623317e58e56467caa484e20ebcf7933_2126) | | | [120](#i623317e58e56467caa484e20ebcf7933_2126) | | |

In the first quarter of 2022, we revised the presentation of revenue in our statements of operations, as described in Note 2.

Beginning in the first quarter of 2022, we revised the presentation of segment information to reflect changes in the way we manage and evaluate our business.

Accordingly, we have revised our segment information for the comparable prior year period.

| | | | $ | 225.6 | | | | | $ | 220.0 | |

over the lease term.

Variable lease costs are recognized as incurred.

In the first quarter of 2022, we revised the presentation of revenue in our statements of operations in order to provide better visibility into our business and products as well as a more consistent way to track our progress against our strategic

objectives.

This change also aligns our revenue presentation with the products in each of our two reportable segments, which are discussed in Note 18.

The prior period statement of operations was revised to retrospectively present revenue in the new groupings as shown in the table below.

There was no impact on total revenue, operating income, net income, deferred revenue or our statement of cash flows as a result of these revisions.

| | | | | | | | | | Year Ended December 31, | | | | | | | | |

| | | | | | | | | | 2021 | | | | | | 2020 | | |

| As Previously Reported | | | | | | | | | | | | | | | | | |

| Domains | | | | | | | | | $ | 1,809.9 | | | | | $ | 1,515.1 | |

| Hosting and presence | | | | | | | | | 1,283.4 | | | | | | 1,200.6 | | |

| Business applications | | | | | | | | | 722.4 | | | | | | 601.0 | | |

| As Revised | | | | | | | | | | | | | | | | | |

| Core platform | | | | | | | | | 2,687.4 | | | | | | 2,390.6 | | |

| Applications and commerce | | | | | | $ | 1,279.7 | | | | | $ | 1,128.3 | | | | | $ | 926.1 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

Our management, with the participation of our [removed: Chief Executive Officer (CEO)] [added: CEO] and our [removed: Chief Financial Officer (CFO),] [added: CFO,] who are our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the Exchange Act),] [added: Act,] as of the end of the period covered by this Annual Report on Form 10-K.

[removed: Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2022, our] [added: We maintain] disclosure controls and procedures [added: that] are designed [removed: at a reasonable assurance level and are effective] to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our [removed: CEO] [added: Chief Executive Officer (CEO)] and [removed: CFO,] [added: Chief Financial Officer (CFO),] as appropriate, to allow timely decisions regarding required disclosure.

[removed: No] [added: Except for the material weakness and remediation efforts described above, there were no] changes in our internal control over financial reporting [removed: occurred] during the quarter ended December 31, [removed: 2022] [added: 2023] that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework).]

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was [added: not] effective as of December 31, [removed: 2022.][added: 2023 due to the material weakness described below.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by Ernst & Young LLP [added: (EY)] (PCAOB ID: 42), an independent registered public accounting firm, as stated in their report included herein.

We have audited GoDaddy [removed: Inc.'s] [added: Inc.’s] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [added: because of the effect of the material weakness described below on the achievement of the objectives of the control criteria,] GoDaddy Inc. (the Company) [removed: maintained, in all material respects,] [added: has not maintained] effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022 and 2021,] [added: 2023] and [added: 2022,] the related consolidated statements of operations, comprehensive [removed: income (loss), stockholders'] [added: income, stockholders’] equity [removed: (deficit),] [added: (deficit)] and cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023,] and the related [removed: notes and our report dated February 16, 2023 expressed an unqualified opinion thereon.][added: notes.]

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

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

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

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

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

Remediation Efforts with Respect to Material Weakness

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

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

The following material weakness has been identified and included in management’s assessment.

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

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

February 29, 2024

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework).

February 16, 2023

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

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

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

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

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

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

None.

Part III.

Not applicable.

Part III.

The information required by this item will be included in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the [removed: 2023] [added: 2024] Proxy Statement) to be filed with the SEC within 120 days of the year ended December 31, [removed: 2022] [added: 2023] and is incorporated herein by reference.

The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption "Delinquent Section 16(a) Reports" in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this item will be included in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

| [removed: 2.1] [added: 10.1] | | | | | | [removed: [Reorganization] [added: [Tax Receivable] Agreement [added: (Exchanges)] dated as of March 31, 2015, by and among GoDaddy [removed: Inc., Desert Newco, LLC] [added: Inc.] and the [removed: other parties] [added: persons] named [removed: therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex21.htm)] [added: therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex105.htm)] | | | | | | 8-K | | | 001-36904 | | | [removed: 2.1] [added: 10.5] | | | 4/6/2015 | | |

| 3.1 | | | | | | [Restated Certificate of Incorporation of GoDaddy Inc., dated June 1, [removed: 2022](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001609711/000160971122000068/gddy-20220601.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000068/exhibit31-gddyrestatedcert.htm)] | | | | | | 8-K | | | 001-36904 | | | 3.1 | | | 6/3/2022 | | |

| 3.2 | | | | | | [Second Amended and Restated Bylaws of GoDaddy Inc., dated July 7, [removed: 2022](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001609711/000160971122000092/gddy-20220707.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1609711/000160971122000092/exhibit31-gddysecondamende.htm)] | | | | | | 8-K | | | 001-36904 | | | 3.1 | | | 7/8/2022 | | |

| [removed: 4.2] [added: 10.3] | | | | | | [removed: [Amended and Restated Registration Rights Agreement,] [added: [Tax Receivable Agreement (KKR Reorganization)] dated as of March 31, 2015, by and among GoDaddy [removed: Inc., Desert Newco, LLC] [added: Inc.] and [removed: the other parties named therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex103.htm)] [added: KKR 2006 GDG Blocker L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex107.htm)] | | | | | | 8-K | | | 001-36904 | | | [removed: 10.3] [added: 10.7] | | | 4/6/2015 | | |

| [removed: 4.3] [added: 10.4] | | | | | | [removed: [Stockholder Agreement,] [added: [Tax Receivable Agreement (SLP Reorganization)] dated as of March 31, 2015, by and among GoDaddy [removed: Inc., Desert Newco, LLC] [added: Inc.] and [removed: the other parties named therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex104.htm)] [added: SLP III Kingdom Feeder I, L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex108.htm)] | | | | | | 8-K | | | 001-36904 | | | [removed: 10.4] [added: 10.8] | | | 4/6/2015 | | |

| [removed: 4.4] [added: 10.2] | | | | | | [removed: [Exchange Agreement,] [added: [Tax Receivable Agreement (KKR Co-Invest Reorganization)] dated as of March 31, 2015, by and among GoDaddy [removed: Inc., Desert Newco, LLC] [added: Inc.] and [removed: the other parties named therein](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex102.htm)] [added: GDG Co-Invest Blocker L.P.](http://www.sec.gov/Archives/edgar/data/1609711/000119312515120133/d903539dex106.htm)] | | | | | | 8-K | | | 001-36904 | | | [removed: 10.2] [added: 10.6] | | | 4/6/2015 | | |

| [removed: 4.5+] [added: 4.2+] | | | | | | [GoDaddy Inc. 2015 Equity Incentive Plan, and form of agreements thereunder](http://www.sec.gov/Archives/edgar/data/1609711/000119312515115179/d899447dex42.htm) | | | | | | S-8 | | | 333-203166 | | | 4.2 | | | 4/1/2015 | | |

| [removed: 4.6+] [added: 4.3+] | | | | | | [GoDaddy Inc. 2015 Employee Stock Purchase Plan, as amended on June 27, 2016, and form of agreements thereunder](http://www.sec.gov/Archives/edgar/data/1609711/000160971116000295/gddy10qexhibit41-amendedes.htm) | | | | | | 10-Q | | | 001-36904 | | | 4.1 | | | [removed: 11/2/2016] [added: 11/3/2016] | | |

| [removed: 4.7+] [added: 4.4+] | | | | | | [Desert Newco, LLC 2011 Unit Incentive Plan, as amended, and form of agreements thereunder](http://www.sec.gov/Archives/edgar/data/1609711/000119312515115179/d899447dex44.htm) | | | | | | S-8 | | | 333-203166 | | | 4.4 | | | 4/1/2015 | | |

| [removed: 4.9+] [added: 4.5+] | | | | | | [The Go Daddy Group, Inc. 2006 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1609711/000119312515097553/d728713dex1028.htm) | | | | | | S-1/A | | | 333-196615 | | | 10.28 | | | 3/19/2015 | | |

| [removed: 4.11] [added: 4.7] | | | | | | [Indenture, dated as of June 4, 2019, [removed: by and] among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/0001609711/000160971119000131/ex41-indenture.htm) | | | | | | 8-K | | | 001-36904 | | | 4.1 | | | 6/7/2019 | | |

| [removed: 4.12] [added: 4.8] | | | | | | [Form of 5.250% Senior Note due 2027 (included in Exhibit [removed: 4.11)](https://www.sec.gov/Archives/edgar/data/0001609711/000160971119000131/ex41-indenture.htm)] [added: 4.7)](https://www.sec.gov/Archives/edgar/data/0001609711/000160971119000131/ex41-indenture.htm)] | | | | | | 8-K | | | 001-36904 | | | 4.2 | | | 6/7/2019 | | |