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Item 3. Legal Proceedings

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Item 3. Legal Proceedings

On June 7, 2022, IBEW Local Union 481 Defined Contribution Plan and Trust, a purported shareholder (IBEW), filed a shareholder derivative complaint in the Delaware Court of Chancery against certain current and former officers and directors of the company and the company as a nominal defendant. The complaint asserts claims of breach of fiduciary duty and corporate waste relating to the approval of certain settlement and release agreements the company entered into with respect to certain Tax Receivable Agreements (TRAs) entered into with its pre-IPO owners. The complaint seeks monetary damages and restitution from the defendants on behalf of the company, an order directing the company to implement changes to its corporate governance and internal procedures, and an award of attorneys' fees and costs. IBEW filed an amended complaint in lieu of opposing the company's initial motion on November 4, 2022. The company filed a motion to dismiss the amended complaint on January 6, 2023; briefing was completed on April 27, 2023. 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) vested with the full authority of the board of directors, to take any such action with respect to the litigation that the SLC, in its sole discretion, deems to be in the best interests of the company. The SLC completed its investigation and concluded, in the exercise of its business judgment, that dismissal of the action with prejudice would be in the best interests of the company and its shareholders. On December 13, 2024, the SLC moved to terminate the action. On September 4, 2025, the SLC filed its opening brief in support of its motion to terminate the action. On September 19, 2025, the SLC filed a motion for a briefing schedule on its motion to terminate, which the court resolved on October 13, 2025 by ordering the parties to meet and confer regarding further discovery and briefing deadlines. Discovery is ongoing. The motion is pending further proceedings before the court.

On October 11, 2019, Express Mobile, Inc. (Express Mobile) filed a complaint against the company in the U.S. District Court for the District of Delaware and a subsequent amended complaint on January 19, 2021, asserting and alleging that the

company's "Website Builder and Word Press Websites" infringe five U.S. patents, corresponding to two "families" of patents, allegedly owned by Express Mobile. On November 17, 2021, the parties filed cross-motions for summary judgment. On August 8, 2022, the court granted the company's motion for summary judgment as to non-infringement of the first family of patents. Express Mobile's claims over the second family of patents proceeded to trial on February 27, 2023, culminating in a full defense verdict for GoDaddy. On April 3, 2023, Express Mobile filed a motion for new trial and a renewed motion for judgment as a matter of law and on July 5, 2023, the court denied Express Mobile's post-trial motions. On August 4, 2023, Express Mobile filed its notice of appeal in the United States Court of Appeals for the Federal Circuit, and on April 2, 2025, the Federal Circuit affirmed the trial court verdict with respect to the second family of patents, and reversed and remanded to the trial court the claims related to the first family of patents. Express Mobile's claims over the first family of patents proceeded to trial on November 3, 2025 culminating in a jury verdict in favor of Express Mobile with damages awarded at $170.0 million, along with a finding of willfulness. On December 15, 2025, GoDaddy filed a motion for new trial and a renewed motion for judgment as a matter of law, and Express Mobile filed a motion for enhanced damages, asking the court to treble a portion of the award to increase the damages to $370.0 million, and pre- and post-judgment interest, amounting to $87.0 million. The parties' post-trial motions were fully briefed on January 20, 2026.

Other information regarding our legal proceedings required by this item is provided in Note 12 to our financial statements and is incorporated herein by reference.

We are currently involved in, and may in the future be involved in, legal proceedings, claims, regulatory inquiries, audits, and governmental investigations incidental to our business (Proceedings), including patent infringement litigation and trademark infringement claims, as well as putative class actions, employment, commercial and consumer protection claims and other Proceedings. 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.

Regardless of the final outcome, defending lawsuits, claims and other Proceedings in which we are involved is costly and can impose a significant burden on management and employees. We may receive unfavorable preliminary or interim rulings in the course of such Proceedings, and there can be no assurances that favorable final outcomes will be obtained.

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