Cover and table of contents

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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 June 28, 2024

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 000-17781

Gen Digital Inc.

(Exact name of the registrant as specified in its charter)

Delaware77-0181864
(State or other jurisdiction of incorporation or organization)(I.R.S. employer Identification no.)
60 E. Rio Salado Parkway,Suite 1000,Tempe,Arizona85281
(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code:

(650) 527-8000

Former name or former address, if changed since last report:

Not applicable


Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock,par value $0.01 per shareGENThe Nasdaq Stock Market LLC

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 þ 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 þ 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. (Check one):

Large accelerated filerþAccelerated 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 þ

The number of shares of Gen common stock, $0.01 par value per share, outstanding as of August 2, 2024 was 615,525,021 shares.

GEN DIGITAL INC.

FORM 10-Q

Quarterly Period Ended June 28, 2024

TABLE OF CONTENTS

Page
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)3
Condensed Consolidated Balance Sheets3
Condensed Consolidated Statements of Operations4
Condensed Consolidated Statements of Comprehensive Income (Loss)5
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)6
Condensed Consolidated Statements of Cash Flows7
Notes to Condensed Consolidated Financial Statements8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures about Market Risk29
Item 4.Controls and Procedures30
PART II. OTHER INFORMATION
Item 1.Legal Proceedings32
Item 1A.Risk Factors32
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds45
Item 5.Other Information45
Item 6.Exhibits46
Signatures47

“Gen,” “we,” “us,” “our,” and “the Company” refer to Gen Digital Inc. and all of its subsidiaries. Gen, Norton, Avast, LifeLock, Avira, AVG, Reputation Defender, CCleaner and all related trademarks, service marks and trade names are trademarks or registered trademarks of Gen or other respective owners that have granted Gen the right to use such marks. Other names may be trademarks of their respective owners.

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements (Unaudited)