GoDaddy 10-Q 2026-03-31
Filed 2026-05-01. 8 sections, 344K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2026
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number: 001-36904
GoDaddy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 46-5769934 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
100 S. Mill Ave, Suite 1600
Tempe, Arizona 85281
(Address of principal executive offices) (zip code)
(480) 505-8800
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, $0.001 par value per share | GDDY | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 24, 2026, there were 132,409,847 shares outstanding of GoDaddy Inc.'s Class A common stock, $0.001 par value per share.
GoDaddy Inc.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended March 31, 2026
TABLE OF CONTENTS
i
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this Quarterly Report), including the sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors," contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended, involving substantial risks and uncertainties. The words "believe," "may," "will," "potentially," "plan," "could," "should," "predict," "ongoing," "estimate," "continue," "anticipate," "intend," "project," "expect," "seek," or the negative of these words, or terms or similar expressions conveying uncertainty of future events or outcomes, or that concern our expectations, strategy, plans or intentions, are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, or expected. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements discussed under the heading "Risk Factors" in Part II, Item 1A, and in our publicly available filings and press releases. These statements include, among other things, those regarding:
-
our ability to continue to increase sales to new and existing customers;
-
our ability to develop new solutions and bring them to market in a timely manner;
-
our ability to timely and effectively scale and adapt our existing solutions;
-
our ability to deploy new and evolving technologies, such as artificial intelligence, generative and artificial intelligence, machine learning, and similar tools (collectively, AI) in our offerings;
-
our dependence on establishing and maintaining a strong brand;
-
the occurrence of service interruptions and security or privacy incidents and related remediation efforts and fines;
-
system failures or capacity constraints;
-
the rate of growth of, and anticipated trends and challenges in, our business and in the market for our products;
-
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 maintain future profitability;
-
our ability to maintain our high customer retention rates and grow the level of our customers' lifetime spend;
-
our ability to provide high quality customer care;
-
the effects of increased competition in our markets and our ability to compete effectively;
-
our ability to grow internationally;
-
the impact of fluctuations in foreign currency exchange rates on our business and our ability to effectively manage the exposure to such fluctuations;
-
our ability to effectively manage our growth and associated investments, including the migration of applications and services to the public cloud;
-
our ability to integrate acquisitions, our entry into new lines of business and our ability to achieve expected results from our integrations and new lines of business;
-
our ability to maintain our relationships with our partners;
-
adverse consequences of our level of indebtedness and our ability to repay our debt;
-
our ability to maintain, protect and enhance our intellectual property;
-
our ability to maintain or improve our market share;
-
sufficiency of cash and cash equivalents to meet our needs for at least the next 12 months;
-
our beliefs and objectives for future operations;
-
our ability to stay in compliance with laws, rules and regulations currently applicable to, or which may become applicable to, our business both in the United States (U.S.) and internationally;
-
economic and industry trends or trend analysis;
ii
NOTE ABOUT FORWARD-LOOKING STATEMENTS (continued)
-
our ability to attract and retain qualified employees and key personnel;
-
anticipated income tax rates, tax estimates and tax standards;
-
our future taxable income and ability to realize our deferred tax assets;
-
interest rate changes;
-
the future trading prices of our Class A common stock;
-
our expectations regarding the outcome of any regulatory investigation or litigation; and
-
the amount and timing of future repurchases of our Class A common stock under any share repurchase program; as well as other statements regarding our future operations, financial condition, growth prospects and business strategies.
We operate in very competitive and rapidly-changing environments, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report may not occur, and actual results could differ materially and adversely from those implied in our forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this Quarterly Report to conform such statements to actual results or to changes in our expectations, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Investors and others should note that we use our Investor Relations website (https://investors.godaddy.net) as a means of disclosing material financial information. Accordingly, investors should monitor our Investor Relations website, in addition to following press releases, Securities and Exchange Commission filings, public conference calls and webcasts.
Unless expressly indicated or the context suggests otherwise, references to "GoDaddy," "company," "we," "us" and "our" refer to GoDaddy Inc. and its consolidated subsidiaries.
iii
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
GoDaddy Inc.
Consolidated Balance Sheets
(In millions, except shares in thousands and per share amounts)
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Assets | (unaudited) | ||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,261.7 | $ | 1,080.9 | |||||||
| Accounts and other receivables | 85.3 | 83.1 | |||||||||
| Registry deposits | 41.9 | 43.9 | |||||||||
| Prepaid domain name registry fees | 528.3 | 512.2 | |||||||||
| Prepaid expenses and other current assets | 136.1 | 120.8 | |||||||||
| Total current assets | 2,053.3 | 1,840.9 | |||||||||
| Property and equipment, net | 142.2 | 145.4 | |||||||||
| Operating lease assets | 50.0 | 41.9 | |||||||||
| Prepaid domain name registry fees, net of current portion | 246.9 | 241.2 | |||||||||
| Goodwill | 3,614.2 | 3,633.3 | |||||||||
| Intangible assets, net | 970.6 | 986.3 | |||||||||
| Deferred tax assets | 983.4 | 1,052.6 | |||||||||
| Other assets | 93.8 | 93.3 | |||||||||
| Total assets | $ | 8,154.4 | $ | 8,034.9 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 94.4 | $ | 67.5 | |||||||
| Accrued expenses and other current liabilities | 462.1 | 528.7 | |||||||||
| Deferred revenue | 2,486.5 | 2,384.2 | |||||||||
| Long-term debt | 15.1 | 15.1 | |||||||||
| Total current liabilities | 3,058.1 | 2,995.5 | |||||||||
| Deferred revenue, net of current portion | 964.1 | 934.9 | |||||||||
| Long-term debt, net of current portion | 3,762.5 | 3,765.2 | |||||||||
| Operating lease liabilities, net of current portion | 70.5 | 62.0 | |||||||||
| Other long-term liabilities | 61.9 | 62.2 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
| Preferred stock, $0.001 par value - 50,000 shares authorized; none issued and outstanding | — | — | |||||||||
| Class A common stock, $0.001 par value - 1,000,000 shares authorized;132,658 and 134,737 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | 0.1 | 0.1 | |||||||||
| Additional paid-in capital | 3,053.4 | 2,975.2 | |||||||||
| Accumulated deficit | (2,856.5) | (2,789.4) | |||||||||
| Accumulated other comprehensive income | 40.3 | 29.2 | |||||||||
| Total stockholders' equity | 237.3 | 215.1 | |||||||||
| Total liabilities and stockholders' equity | $ | 8,154.4 | $ | 8,034.9 |
See accompanying notes to consolidated financial statements.
GoDaddy Inc.
Consolidated Statements of Operations (unaudited)
(In millions, except shares in thousands and per share amounts)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Applications and Commerce | $ | 498.2 | $ | 446.4 | |||||||||||||||||||
| Core Platform | 768.7 | 747.9 | |||||||||||||||||||||
| Total revenue | 1,266.9 | 1,194.3 | |||||||||||||||||||||
| Costs and operating expenses(1): | |||||||||||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | 459.1 | 440.5 | |||||||||||||||||||||
| Technology and development | 213.2 | 205.3 | |||||||||||||||||||||
| Marketing and advertising | 92.3 | 100.1 | |||||||||||||||||||||
| Customer care | 74.4 | 71.1 | |||||||||||||||||||||
| General and administrative | 91.0 | 97.1 | |||||||||||||||||||||
| Restructuring and other | 2.2 | 2.1 | |||||||||||||||||||||
| Depreciation and amortization | 24.2 | 30.8 | |||||||||||||||||||||
| Total costs and operating expenses | 956.4 | 947.0 | |||||||||||||||||||||
| Operating income | 310.5 | 247.3 | |||||||||||||||||||||
| Interest expense | (37.8) | (37.2) | |||||||||||||||||||||
| Other income (expense), net | 9.2 | 9.9 | |||||||||||||||||||||
| Income before income taxes | 281.9 | 220.0 | |||||||||||||||||||||
| Provision for income taxes | (67.3) | (0.5) | |||||||||||||||||||||
| Net income | $ | 214.6 | $ | 219.5 | |||||||||||||||||||
| Net income per share of Class A common stock: | |||||||||||||||||||||||
| Basic | $ | 1.61 | $ | 1.55 | |||||||||||||||||||
| Diluted | $ | 1.60 | $ | 1.51 | |||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding: | |||||||||||||||||||||||
| Basic | 133,626 | 141,684 | |||||||||||||||||||||
| Diluted | 134,289 | 145,173 | |||||||||||||||||||||
Showing the first 8K of 85K characters. Open the full section
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included in this Quarterly Report as well as our audited financial statements and related notes and the discussions and analysis in the section titled "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Form 10-K. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategies for our business, includes forward-looking statements involving significant risks and uncertainties. As a result of many factors, such as those set forth in "Risk Factors," actual results may differ materially from the results described in, or implied by, these forward-looking statements.
(Throughout the tables and this discussion and analysis, dollars are in millions, excluding average revenue per user (ARPU), and shares are in thousands.)
Overview
We serve a large market of entrepreneurs through the development and delivery of easy-to-use products in a one-stop shop solution backed by trusted, proactive, informed and personalized guidance. We serve small businesses, individuals, organizations, developers, designers and domain investors. We manage and report our business in the following two segments:
-
Applications and Commerce (A&C)**, which primarily consists of sales of products containing our proprietary software, notably our website building products, as well as our proprietary commerce solutions and third-party email and productivity solutions and sales of certain products when they are included in bundled offerings of our proprietary software products.
-
Core Platform (Core)**, which primarily consists of sales of domain registrations and renewals, aftermarket domain sales, domain protection, website hosting products and website security products when not included in bundled offerings of our proprietary software products as well as sales of products not containing a software component.
Consolidated First Quarter Financial Highlights
Below are our key consolidated financial highlights for the three months ended March 31, 2026, with comparisons to the three months ended March 31, 2025.
-
Total revenue of $1,266.9 million, an increase of 6.1%, or approximately 5.6% on a constant currency basis(1).
-
International revenue of $415.9 million, an increase of 7.0%, or approximately 5.5% on a constant currency basis(1).
-
Total bookings of $1,455.3 million, an increase of 2.7%, or 1.7% on a constant currency basis(1).
-
Operating income of $310.5 million, an increase of 25.6%.
-
Net income of $214.6 million, a decrease of 2.2%(2).
-
Normalized EBITDA(3) of $413.5 million, an increase of 13.5%.
-
Net cash provided by operating activities of $471.5 million, an increase of 16.5%.
(1) Discussion of constant currency is set forth in "Quantitative and Qualitative Disclosures about Market Risk".
(2) Net income for the three months ended March 31, 2025 included a one-time benefit for the recognition of an uncertain tax position of $34.6 million.
(3) A reconciliation of Normalized EBITDA to net income, its most directly comparable GAAP financial measure, is set forth in "Reconciliation of NEBITDA" below.
Consolidated Results of Operations
The following table sets forth our consolidated results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| $ | % of Total Revenue | $ | % of Total Revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Applications and Commerce | $ | 498.2 | 39.3 | % | $ | 446.4 | 37.4 | % | |||||||||||||||||||||||||||||||||||||||
| Core Platform | 768.7 | 60.7 | % | 747.9 | 62.6 | % | |||||||||||||||||||||||||||||||||||||||||
| Total revenue | 1,266.9 | 100.0 | % | 1,194.3 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Costs and operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | 459.1 | 36.2 | % | 440.5 | 36.9 | % | |||||||||||||||||||||||||||||||||||||||||
| Technology and development | 213.2 | 16.8 | % | 205.3 | 17.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Marketing and advertising | 92.3 | 7.3 | % | 100.1 | 8.4 | % | |||||||||||||||||||||||||||||||||||||||||
| Customer care | 74.4 | 5.9 | % | 71.1 | 5.9 | % | |||||||||||||||||||||||||||||||||||||||||
| General and administrative | 91.0 | 7.2 | % | 97.1 | 8.1 | % | |||||||||||||||||||||||||||||||||||||||||
| Restructuring and other | 2.2 | 0.2 | % | 2.1 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 24.2 | 1.9 | % | 30.8 | 2.6 | % | |||||||||||||||||||||||||||||||||||||||||
| Total costs and operating expenses | 956.4 | 75.5 | % | 947.0 | 79.3 | % | |||||||||||||||||||||||||||||||||||||||||
| Operating income | 310.5 | 24.5 | % | 247.3 | 20.7 | % | |||||||||||||||||||||||||||||||||||||||||
| Interest expense | (37.8) | (3.0) | % | (37.2) | (3.1) | % | |||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | 9.2 | 0.8 | % | 9.9 | 0.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 281.9 | 22.3 | % | 220.0 | 18.4 | % | |||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | (67.3) | (5.4) | % | (0.5) | — | % | |||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 214.6 | 16.9 | % | $ | 219.5 | 18.4 | % | |||||||||||||||||||||||||||||||||||||||
Non-GAAP Financial Measures, Operating Metrics and Business Metrics
In addition to our results determined in accordance with GAAP, we believe that the following non-GAAP financial measures, operating metrics and business metrics may be useful as supplements in evaluating our ongoing operational performance:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Normalized EBITDA | $ | 413.5 | $ | 364.4 | |||||||||||||||||||
| Annualized recurring revenue | $ | 4,288.4 | $ | 4,053.8 | |||||||||||||||||||
| Total bookings | $ | 1,455.3 | $ | 1,417.0 | |||||||||||||||||||
| ARPU | $ | 246 | $ | 225 |
| March 31, 2026 | December 31, 2025 | ||||||||||
| Total customers at period end (in thousands) | 20,435 | 20,422 | |||||||||
| Domains under management (in thousands) | 81,391 | 80,793 |
Normalized EBITDA (NEBITDA). NEBITDA is a supplemental measure of our operating performance used by management to evaluate our business. We calculate NEBITDA as net income excluding depreciation and amortization, interest expense (net), provision or benefit for income taxes, equity-based compensation expense, acquisition-related costs, restructuring-related expenses and certain other items. We believe that the inclusion or exclusion of certain recurring and non-recurring items provides a supplementary measure of our core operating results and permits useful alternative period-over-period comparisons of our operations. NEBITDA should not be viewed as a substitute for comparable GAAP measures.
Annualized recurring revenue (ARR). ARR is an operating metric defined as annualized quarterly recurring GAAP revenue, net of refunds, from new and renewed subscription-based services. ARR is exclusive of any revenue that is non-recurring, including, without limitation, domain aftermarket, domain transfers, one-time set-up or migration fees and non-recurring professional website services fees. We believe ARR helps illustrate the scale of certain of our products and facilitates comparisons to other companies in our industry.
Total bookings. Total bookings is an operating metric representing the total value of customer contracts entered into during the period, excluding refunds. We believe total bookings provides additional insight into the performance of our business and the effectiveness of our marketing efforts since we typically collect payment at the inception of a customer contract but recognize revenue ratably over the term of the contract.
Total customers. We define a customer as an individual or entity, each with a unique account and paid transactions in the trailing twelve months or with paid subscriptions as of the end of the period. Total customers is one way we measure the scale of our business and can be a contributing factor to our ability to increase our revenue base.
Average revenue per user (ARPU). We calculate ARPU as total revenue during the preceding 12 month period divided by the average of the number of total customers at the beginning and end of the period. ARPU is one measure that provides insight into our ability to sell additional products to our customers.
Domains under management (DUM). DUM is a business metric representing the total number of domains that are registered through GoDaddy and its affiliated registrars.
Reconciliation of NEBITDA
The following table reconciles NEBITDA to net income, its most directly comparable GAAP financial measure:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | 214.6 | $ | 219.5 | |||||||||||||||||||
| Depreciation and amortization | 24.2 | 30.8 | |||||||||||||||||||||
| Equity-based compensation expense | 75.3 | 80.4 | |||||||||||||||||||||
| Interest expense, net of interest income | 28.2 | 27.6 | |||||||||||||||||||||
| Restructuring and other(1) | 3.9 | 5.6 | |||||||||||||||||||||
| Provision for income taxes | 67.3 | 0.5 | |||||||||||||||||||||
| NEBITDA | $ | 413.5 | $ | 364.4 |
_________________________________
(1)In addition to the restructuring and other in our statements of operations, other charges are primarily composed of lease-related expenses associated with closed facilities, charges related to certain legal matters, expenses incurred in relation to the refinancing of our long-term debt, acquisition-related expenses, and incremental expenses associated with certain professional services.
Constant Currency
The following table provides a reconciliation of constant currency:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| Revenue | $ | 1,266.9 | |||||||||||||||||||||
| Constant currency adjustment | (5.8) | ||||||||||||||||||||||
| Constant currency revenue | $ | 1,261.1 |
Revenue
We generate the majority of our revenue from sales of product subscriptions, as described in our 2025 Form 10-K. Our subscriptions can range from monthly terms to multi-annual terms of up to ten years, depending on the product. Revenue is presented net of refunds, and we maintain a reserve to provide for refunds granted to customers.
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Applications and Commerce | $ | 498.2 | $ | 446.4 | $ | 51.8 | 11.6 | % | |||||||||||||||||||||||||||||||||||||||
| Core Platform | 768.7 | 747.9 | 20.8 | 2.8 | |||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 1,266.9 | $ | 1,194.3 | $ | 72.6 | 6.1 | % |
Total revenue increased 6.1% for the three months ended March 31, 2026 due to the increases in our A&C and Core revenues, as described below:
A&C
The $51.8 million, or 11.6%, increase in A&C revenue for the three months ended March 31, 2026 was due to continued customer adoption of our subscription-based products.
Core
The $20.8 million, or 2.8%, increase in Core revenue for the three months ended March 31, 2026 was driven by $22.9 million growth in primary domain registrations and add-on revenues.
Bookings
The following table presents our total bookings for the periods indicated:
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Total bookings | $ | 1,455.3 | $ | 1,417.0 | $ | 38.3 | 2.7 | % |
The $38.3 million, or 2.7%, increase in total bookings for the three months ended March 31, 2026 was driven by continued customer adoption of our subscription-based A&C products.
Costs and Operating Expenses
Cost of revenue
Cost of revenue is primarily the direct costs we incur in connection with selling an incremental product to our customers. Substantially all cost primarily relates to domain registration fees, fees for third-party productivity applications, third-party commissions and payment processing fees. Similar to our billing practices, we pay domain costs at the time of purchase for the life of each subscription but recognize the costs of service ratably over the term of our customer contracts. The terms for domain costs are established by agreements between registries and registrars and can vary significantly depending on the top-level domain (TLD). We expect cost of revenue to increase in absolute dollars in future periods due to increased sales of domains and third-party productivity applications. However, cost of revenue may fluctuate as a percentage of total revenue, depending on the mix of products sold in a particular period.
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue (excluding depreciation and amortization) | $ | 459.1 | $ | 440.5 | $ | 18.6 | 4.2 | % |
The $18.6 million, or 4.2%, increase in cost of revenue for the three months ended March 31, 2026 was driven by the increases in revenue described above.
Technology and development
Technology and development expenses represent the costs associated with the creation, development and distribution of our products and services. These expenses primarily consist of personnel costs associated with the design, development, deployment, testing, operation and enhancement of our products, as well as costs associated with the operation of our data centers and systems infrastructure supporting those products, excluding depreciation expense. We expect technology and development expenses to decrease as a percentage of revenue following a period of investment in product development and migration toward a unified infrastructure platform.
| Three Months Ended March 31, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||||
| Technology and development | $ | 213.2 | $ | 205.3 | $ | 7.9 | 3.8 | % |
The $7.9 million, or 3.8%, increase in technology and development expenses for the three months ended March 31, 2026, was primarily attributable to a $4.5 million increase in public cloud cost as we continue to migrate to a cloud-based infrastructure.
Marketing and advertising
Marketing and advertising expenses represent the costs associated with attracting and acquiring customers, primarily consisting of fees paid to third parties for marketing and advertising campaigns across a variety of channels. These expenses also include personnel costs and affiliate program commissions. We expect marketing and advertising expenses to fluctuate in the future depending on both the mix of internal and external marketing resources used, the size and scope of our campaigns and the level of discretionary investments we make in marketing to drive sales and to promote awareness of our AI-native solutions, including Airo.
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Marketing and advertising | $ | 92.3 | $ | 100.1 | $ | (7.8) | (7.8) | % |
The $7.8 million, or 7.8%, decrease in marketing and advertising expenses for the three months ended March 31, 2026, was attributable to the timing of discretionary advertising spend.
Customer care
Customer care expenses represent the costs to guide and service our customers, primarily consisting of personnel costs. We expect customer care expenses to fluctuate depending on the methods of customer interaction utilized as well as the level of personnel required to support our business.
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Customer care | $ | 74.4 | $ | 71.1 | $ | 3.3 | 4.6 | % |
There was no material change in customer care expenses for the three months ended March 31, 2026.
General and administrative
General and administrative expenses primarily consist of personnel costs for our administrative functions, professional service fees, office rent for all locations, acquisition-related expenses and other general costs. We expect general and administrative expenses to fluctuate depending on the level of personnel and other administrative costs required to support our business as well as the significance of any strategic acquisitions we choose to pursue.
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 91.0 | $ | 97.1 | $ | (6.1) | (6.3) | % | |||||||||||||||||||||||||||||||||||||||
There was no material change in general and administrative expenses for the three months ended March 31, 2026.
Depreciation and amortization
Depreciation and amortization expenses consist of charges relating to the depreciation of the property and equipment used in our operations and the amortization of acquired intangible assets. These expenses may increase or decrease in absolute dollars in future periods depending on our future level of capital investments in hardware and other equipment as well as the significance of any future acquisitions.
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 24.2 | $ | 30.8 | $ | (6.6) | (21.4) | % |
There was no material change in depreciation and amortization expenses for the three months ended March 31, 2026.
Interest expense
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | 37.8 | $ | 37.2 | $ | 0.6 | 1.6 | % |
There was no material change in interest expense for the three months ended March 31, 2026.
Other income (expense), net
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | $ | 9.2 | $ | 9.9 | $ | (0.7) | (7.1) | % |
There was no material change in other income (expense), net for the three months ended March 31, 2026.
Provision for income taxes
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | (67.3) | $ | (0.5) | $ | (66.8) | NM |
The $66.8 million increase in provision for income taxes for the three months ended March 31, 2026, was attributable to a one-time benefit for the recognition of an uncertain tax position of $34.6 million during the three months ended March 31, 2025 as well as an increase in income before income taxes.
Segment Results of Operations
Our two operating segments, A&C and Core, reflect the way we manage and evaluate the performance of our business. Our chief operating decision maker evaluates segment performance based upon several factors, of which the primary financial measures are revenue and Segment EBITDA, our segment measure of profitability. See Note 14 to our financial statements for a reconciliation of Segment EBITDA to net income, its most directly comparable GAAP financial measure.
Applications and Commerce
The following table presents the results for our A&C segment for the periods indicated:
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | %/bps | ||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 498.2 | $ | 446.4 | $ | 51.8 | 11.6 | % | |||||||||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | 225.2 | $ | 196.9 | $ | 28.3 | 14.4 | % | |||||||||||||||||||||||||||||||||||||||
| Segment EBITDA Margin | 45.2 | % | 44.1 | % | n/a | 110 bps |
The $28.3 million, or 14.4%, increase in A&C Segment EBITDA for the three months ended March 31, 2026 was attributed to a $51.8 million increase in revenue as described above. This increase was partially offset by a $15.1 million increase in cost of revenue attributable to the increase in revenue.
Core Platform
The following table presents the results for our Core segment for the periods indicated:
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | %/bps | ||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 768.7 | $ | 747.9 | $ | 20.8 | 2.8 | % | |||||||||||||||||||||||||||||||||||||||
| Segment EBITDA | $ | 253.5 | $ | 235.3 | $ | 18.2 | 7.7 | % | |||||||||||||||||||||||||||||||||||||||
| Segment EBITDA Margin | 33.0 | % | 31.5 | % | n/a | 150 bps |
The $18.2 million, or 7.7%, increase in Core Segment EBITDA for the three months ended March 31, 2026 was attributed to a $20.8 million increase in revenue as described above.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity have been cash flow generated from operations and long-term debt borrowings. Our principal uses of cash have been to fund operations and capital expenditures, to make mandatory principal and interest payments on our long-term debt and to effectuate our share repurchase program. Our liquidity position also benefits from U.S. and state DTAs such that we have not historically paid a significant amount of U.S. federal or state income taxes.
In general, we seek to deploy our capital by focusing on requirements for our operations, growth investments and stockholder returns. Our strategy is to deploy capital, whether debt, equity or internally generated cash, depending on the adequacy and availability of the source of capital and which source may be used most efficiently and at the lowest cost at such time. Therefore, while cash from operations is our primary source of operating liquidity and we believe our internally generated cash flows are sufficient to support our day-to-day operations, we may use a variety of capital sources to fund our needs for less predictable investment decisions such as strategic acquisitions and share repurchases.
We believe our existing cash and cash equivalents and cash generated by operating activities will be sufficient to meet our anticipated operating cash needs for at least the next 12 months. However, our future capital requirements will depend on many factors, including our growth rate, macroeconomic activity, the timing and extent of spending to support domestic and international development efforts, continued brand development and advertising spend, the level of customer care and general and administrative activities, the introduction of new and enhanced product offerings, the costs to support new and replacement capital equipment, the completion of strategic acquisitions or share repurchases. Should we pursue additional strategic acquisitions or share repurchases, we may need to raise additional capital, which may be in the form of long-term debt or equity financings.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 471.5 | $ | 404.7 | |||||||
| Net cash used in investing activities | (4.6) | (3.6) | |||||||||
| Net cash used in financing activities | (285.2) | (772.2) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (0.9) | 1.5 | |||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 180.8 | $ | (369.6) |
Operating Activities
Our primary source of cash from operating activities has been cash collections from our customers. Our primary uses of cash from operating activities have been for domain registration costs paid to registries, software licensing fees related to third-party productivity solutions, personnel costs, discretionary marketing and advertising costs, technology and development costs and interest payments. We expect cash outflows from operating activities to be affected by the timing of payments we make to registries and other operating costs as we continue to grow our business.
Net cash provided by operating activities increased $66.8 million driven by an increase in bookings as well as working capital movements.
Investing Activities
Our investing activities generally consist of strategic investments, dispositions and purchases of property and equipment to support the overall growth of our business. We expect our investing cash flows to be affected by the timing of payments we make for capital expenditures.
There was no material change in net cash used in investing activities.
Financing Activities
Our financing activities generally consist of long-term debt borrowings, the repayment of principal on long-term debt, stock option exercises, employee stock purchase plan proceeds and share repurchases.
Net cash used in financing activities decreased $487.0 million driven by lower share repurchases.
Deferred Revenue
See Note 7 to our financial statements for details regarding the expected future recognition of deferred revenue.
Off-Balance Sheet Arrangements
There have been no material changes in our off-balance sheet arrangements as discussed in our 2025 Form 10-K.
Material Cash Requirements and Uses of Cash
Credit Facility and Senior Notes
Our long-term debt consists of our Credit Facility, which includes two tranches of term loans and a revolving credit facility, and our Senior Notes. See Note 9 to our financial statements for additional information regarding our long-term debt.
Our long-term debt agreements contain covenants restricting, among other things, our ability, or the ability of our subsidiaries, to incur indebtedness, issue certain types of equity, incur liens, enter into fundamental changes including mergers and consolidations, sell assets, make restricted payments including dividends, distributions and investments, prepay junior indebtedness and engage in operations other than in connection with acting as a holding company, subject to customary exceptions. As of March 31, 2026, we were in compliance with all such covenants and had $998.6 million available for borrowing under the Revolver.
As discussed in Note 10 to our financial statements, we have hedged a portion of our long-term debt through the use of cross-currency and interest rate swap derivative instruments. These instruments help us manage and mitigate our risk of exposure to changes in foreign currency exchange rates and interest rates. See "Quantitative and Qualitative Disclosures About Market Risk" for additional discussion of our hedging activities.
Share Repurchases
In April 2025, the board approved the repurchase of up to $3.0 billion of our Class A common stock through the end of 2027 as further discussed in Note 4 to the financial statements. During the three months ended March 31, 2026, we repurchased a total of approximately 3.0 million shares of our Class A common stock, which were retired upon repurchase, for an aggregate purchase price of $279.7 million.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with GAAP, and in doing so, we make estimates, assumptions and judgments affecting the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates, assumptions and judgments on historical experience and on various other factors we believe to be reasonable under the circumstances, and we evaluate these estimates, assumptions and judgments on an ongoing basis. Different assumptions and judgments could change the estimates used in the preparation of our financial statements, which, in turn, could change our results from those reported. We refer to estimates, assumptions and judgments of this type as our critical accounting policies and estimates, which we discussed in our 2025 Form 10-K. We review our critical accounting policies and estimates with the audit and risk committee of our board of directors on an annual basis.
There have been no material changes in our critical accounting policies from those disclosed in our 2025 Form 10-K.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 2 to our financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and variable interest rates. Consequently, we may employ policies and procedures to mitigate such risks, including the use of derivative financial instruments, which are discussed in more detail in Note 10 to our financial statements. We do not enter into derivative transactions for speculative or trading purposes.
As a result of the use of derivative instruments, we are exposed to the risk that counterparties to our contracts may fail to meet their contractual obligations. To mitigate such counterparty credit risk, we enter into contracts only with carefully selected financial institutions based upon ongoing evaluations of their creditworthiness. 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 March 31, 2026.
Foreign Currency Risk
We manage our exposure to changes in foreign currency exchange rates through the use of foreign exchange forward contracts and cross-currency swap contracts. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our cash and cash equivalents.
Foreign Exchange Forward Contracts
A portion of our bookings, revenue and operating expenses is denominated in foreign currencies, which are subject to exchange rate fluctuations. Our most significant foreign currency exposures are the British pound, the Canadian dollar, the Euro, and the Australian dollar. Our reported bookings, revenues and operating results may be impacted by fluctuations in foreign currency exchange rates. Fluctuations in exchange rates may also cause us to recognize transaction gains and losses in our statements of operations; such amounts were not material during the current period. As we continue to maintain a strong international presence, our exposure to fluctuations in exchange rates will increase, which may increase the costs associated with this growth. We believe constant currency information is useful in analyzing underlying trends in our business by eliminating the impact of fluctuations in foreign currency exchange rates and allows for period-to-period comparisons of our performance. Constant currency is calculated by translating bookings and revenue for each month in the current period using the foreign currency exchange rates for the corresponding month in the prior period, excluding any hedging gains or losses realized during the period.
From time-to-time, we may utilize foreign exchange forward contracts to manage the volatility of our bookings and revenue related to foreign currency transactions. These forward contracts reduce, but do not eliminate, the impact of adverse currency exchange rate fluctuations. We generally designate these forward contracts as cash flow hedges for accounting purposes. Changes in the intrinsic value of designated hedges are recorded as a component of accumulated other comprehensive income (loss) (AOCI). Gains and losses, once realized, are recorded as a component of AOCI and are amortized to revenue over the same period in which the underlying hedged amounts are recognized. As of March 31, 2026, the realized and unrealized losses included in AOCI were $9.3 million and $5.9 million, respectively.
Cross-Currency Swaps
In order to manage variability due to movements in foreign currency exchange rates related to a Euro-denominated intercompany loan, we entered into five-year cross-currency swaps in April 2017. In March 2022, we entered into a transaction to extend the maturity of these swaps to August 31, 2027, as described in Note 10 to our financial statements. The cross-currency swaps had an aggregate amortizing notional amount of €1,131.4 million at March 31, 2026 (approximately $1,307.1 million).
The swaps designated as cash flow hedging relationships convert the Euro-denominated interest and principal receipts on the intercompany loan into fixed U.S. dollar interest and principal receipts, thereby reducing our exposure to fluctuations between the Euro and U.S. dollar. Changes to the fair value of the cross-currency swaps due to changes in the value of the U.S. dollar relative to the Euro would be largely offset by the net change in the fair values of the underlying hedged items.
The swaps designated as net investment hedging relationships hedge the foreign currency exposure of our net investment in certain Euro denominated functional currency subsidiaries. At maturity, the Euro notional value will be exchanged for the U.S. dollar notional value.
Interest Rate Risk
Interest rate risk reflects our exposure to movements in interest rates associated with our variable-rate debt. See Note 9 to our financial statements for additional information regarding our long-term debt. We manage our exposure to changes in interest payments related to the portion of variable-rate debt through the use of interest rate swaps, all of which are designated as cash flow hedges. For the balance of our long-term debt which is not subject to interest rate swaps, the effect of a hypothetical 10% change in interest rates would not have had a material impact on our interest expense.
Total borrowings under our 2031 Term Loans were $982.5 million as of March 31, 2026. The amortization rate for the 2031 Term Loans is 1.00% per annum and the 2031 Term Loans were issued at an applicable margin of (i) 1.75% for the term loans that are Secured Overnight Financing Rate (SOFR) loans and (ii) 0.75% for the term loans that are ABR loans.
Total borrowings under our 2029 Term Loans were $1,440.6 million as of March 31, 2026. The amortization rate for the 2029 Term Loans is 1.00% per annum and the 2029 Term Loans were issued at an applicable margin of (i) 1.75% for the term loans that are SOFR loans and (ii) 0.75% for the term loans that are ABR loans.
All SOFR-based interest rates under the Credit Facility are subject to a 0.0% floor.
There have been no material changes in the interest rate swaps disclosed in the 2025 Form 10-K. The interest rate swaps on the 2029 and the 2031 Term Loans had a notional amount of $1,206.2 million and $706.9 million, respectively, as of March 31, 2026.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding such disclosure.
Our management, with the participation of our CEO and our 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 Exchange Act, as of the end of the period covered by this Quarterly Report.
Based on this evaluation, our CEO and CFO concluded that, as of March 31, 2026, our disclosure controls and procedures are designed 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 CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting occurred during the quarter ended March 31, 2026 that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material changes from the legal proceedings described in our 2025 Form 10-K.
Item 1A. Risk Factors
You should carefully consider the risks described below before making an investment decision in our Class A common stock (common stock). Our operations and financial results are subject to various risks and uncertainties, including those described below and the other information in this Quarterly Report on Form 10-Q and in our other public filings. If any of the following risks occur, our business, financial condition, reputation, operating results and growth prospects could be materially and adversely affected. 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, reputation and growth prospects.
Risk Factor Summary
The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, operating results and growth prospects.
-
If we are unable to continue to increase sales to new and existing customers, our business and operating results would be harmed.
-
If we do not successfully develop and market products that anticipate or respond timely to the needs of our customers, our business and operating results may suffer.
-
Our use, development, adoption, deployment and maintenance of AI and other new and evolving technologies may present significant risks, which could result in increased costs, litigation, reputational harm and liability.
-
Evolving technologies, including AI-based technologies, and changes in customer behavior and practices with respect to the internet may impact the demand for and value of our products and services.
-
We face significant competition for our products, which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position or market share.
-
Our pricing decisions may adversely affect our ability to attract and retain customers.
-
The future growth of our business depends in part on our international revenue. Our continued international presence could subject us to additional risks.
-
We have taken significant actions to support profitable growth. These actions may not succeed. If we do not effectively manage future growth, our operating results will be adversely affected.
-
Acquisitions and other strategic transactions, including investments or entries into new businesses, joint ventures, divestitures or other transactions, could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our operating results.
-
We are exposed to the risk of system failures and capacity constraints.
-
We rely on information technology systems, including third-party cloud computing systems, and data centers to deliver many of our products and services. These information technology systems and data centers may experience outages, disruptions or degradations, and we may otherwise lose access to the services third-party service providers provide to us, any of which could impact our services, products and technology infrastructure.
-
An actual or perceived cybersecurity incident could impair our ability to conduct business, provide our products or services, protect data, and comply with contractual or legal obligations, and may cause us to incur substantial costs, or subject us to significant liability.
-
We rely on our marketing efforts and channels to maintain awareness of our brand and acquire new customers. These efforts may require significant expense and may not be successful or cost-effective.
-
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.
-
Our failure to properly register or maintain our customers' domain names or comply with applicable laws, rules and regulations relating to domain name registration and maintenance could subject us to additional liability, regulatory action, expenses, claims of loss or negative publicity that could have a material adverse effect on our business.
-
Our quarterly and annual operating results may be adversely affected due to a variety of factors, which could make our future results difficult to predict and could cause our operating results to fall below investor or analyst expectations.
-
Our 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.
-
Laws, regulations, policies or claims concerning the domain name registration system and the internet in general, and industry reactions to those policies or claims, may cause instability in the industry and disrupt our business.
-
We are subject to local and international laws, rules, regulations and orders relating to the operation and security of our computer network and the processing of data, including personal data. Complying with such laws, rules, regulations and orders may limit our operations and increase costs, and our failure or perceived failure to comply could expose us to litigation, enforcement actions, and reputational harm.
-
Our business depends on our customers' continued and unimpeded access to the internet and the development and maintenance of internet infrastructure. Internet access providers may be able to block, degrade or charge for access to certain of our products, which could lead to additional expenses and the loss of customers.
-
Our business could be affected by new laws, rules, regulations or court orders regarding the internet.
-
We may face liability or become involved in disputes over registration and transfer of domain names and control over websites.
-
Our payments-related operations, including GoDaddy Payments, are subject to various laws, regulations, and restrictions. Our failure to comply with such rules, regulations, and restrictions regarding our payments-related operations or properly manage the risks inherent to such operations could materially harm our business.
-
Our share price may be volatile, and you may lose all or part of your investment.
Strategic Risks
If we are unable to continue to increase sales to new and existing customers, our business and operating results would be harmed.
Our success largely depends on our ability to continue to increase sales to new and existing customers. We cannot be assured that we will achieve increasing growth rates in future periods as our ability to increase sales to new and existing customers and ultimately our total revenue could fluctuate as a result of a number of factors, such as lower demand or satisfaction with our solutions, the timeliness and success of new products or product enhancements, pricing of our solutions compared to our competitors, competitive conditions, customer spending levels, changes in the type and size of our customer base, the reliability and availability of our customer support, general economic and global market conditions, or other factors that are not known to us at this time.
We have experienced growth in recent years, due in large part to sustained subscription growth and strong levels of subscription renewals, including customers who expand their use of our integrated platform over time. Our costs associated with renewals are lower than costs associated with acquiring new customers and selling additional products to existing customers. Therefore, our inability to attract new customers, or a reduction in renewals, even if offset by an increase in other revenue could
reduce our operating margins in the near term and could have a material adverse effect on our business, growth prospects and operating results.
Moreover, we focus our oper
Showing the first 8K of 183K characters. Open the full section
Item 5. Other Information
On March 10, 2026, Aman Bhutani, member of our Board of Directors, 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 54,000 shares of the company's common stock between August 3, 2026 and August 3, 2027.
On March 2, 2026, Sigal Zarmi, member of our Board of Directors, 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 1,400 shares of the company's common stock between June 1, 2026 and June 1, 2027.
Item 6. Exhibits
| Incorporated by Reference | |||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||||||||||||
| 31.1***** | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||||||||||||||||
| 31.2***** | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||||||||||||||||||||
| 32.1****** | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||||||||||||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||||||||||||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||||||||||||||
| 101.DEF* | Inline XBRL Taxonomy Definition Linkbase Document | ||||||||||||||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||||||||||||||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| ***** | Filed herewith. | |||||||
| ****** | The certifications attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of GoDaddy Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GODADDY INC. | ||||||||
| Date: | April 30, 2026 | /s/ Mark McCaffrey | ||||||
| Mark McCaffrey | ||||||||
| Chief Financial Officer |