GoDaddy Inc. (GDDY)

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 unaudited 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. See the section "Note About 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 Second Quarter Financial Highlights

Below are our key consolidated financial highlights for the three months ended June 30, 2026, with comparisons to the three months ended June 30, 2025.

•Total revenue of $1,298.0 million, an increase of 6.6%, or approximately 6.3% on a constant currency basis(1).

•International revenue of $427.1 million, an increase of 7.9%, or approximately 7.1% on a constant currency basis(1).

•Total bookings of $1,422.1 million, an increase of 5.7%, or 5.2% on a constant currency basis(1).

•Operating income of $342.5 million, an increase of 28.6%.

•Net income of $240.1 million, an increase of 20.1%.

•Normalized EBITDA(2) of $434.1 million, an increase of 13.7%.

•Net cash provided by operating activities of $442.5 million, an increase of 16.5%.

(1) The constant currency impact is set forth in "Reconciliation of Constant Currency" below, and a further discussion of constant currency is set forth in "Quantitative and Qualitative Disclosures about Market Risk."

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

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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.

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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:

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.

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Reconciliation of NEBITDA

The following table reconciles NEBITDA to net income, its most directly comparable GAAP financial measure:

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(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.

Reconciliation of Constant Currency

A discussion of constant currency is set forth in "Quantitative and Qualitative Disclosures about Market Risk." The following table provides a reconciliation of constant currency:

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 reser

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Item 7. 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 "Financial Statements and Supplementary Data." 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.

This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussion of 2023 items and comparisons between 2024 and 2023 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, 2024.

(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, and our proprietary commerce solutions, as well as 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.

We have developed a stable and durable business model driven by strong brand recognition, seamless technology, scale of our business and customer care. We generate bookings and revenue, which help us measure the success of our efforts, from the sales of our products. We monitor total bookings as we believe it is an indicator of the expected growth in our revenue and is a supplemental measure of the operating performance of our business. Total bookings and revenue derived from both of our product segments have increased in each of the last three years, with many of our non-domains products growing faster in recent periods.

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The primary factors driving growth in our business are our seamless technology experience, cost optimization and retention of high intent customers, pricing and bundling, and commerce. Our key priorities, developments and highlights in these areas include:

Seamless Technology and Airo. Our seamless experience initiative is focused on delivering improved customer conversion, product engagement and renewal through enhancements to all parts of the customer journey, from initial onboarding through to the purchase path. In tandem, we also continue to expand our AI-powered experiences, including Airo, and incorporate generative and agentic AI innovations into our products and services and throughout our operations to make use of efficiencies and increase productivity. We remain focused on expanding our solutions and operations to stay up to date with these developments in order to maintain and grow our business.

Cost Optimization and Profitability. During the year ended December 31, 2025, we engaged in cost optimization initiatives, including decreases in rent and utilities expenses, and reductions in costs associated with data center and systems infrastructure as we continue to migrate to a cloud-based infrastructure. These cost optimization initiatives have resulted in increased NEBITDA margins.

Pricing and Bundling. Our pricing and bundling initiative is focused on giving customers greater value and choice through tailored bundles that simplify their decision making and deepen engagement across our platform. During the year ended December 31, 2025, this initiative continued to deliver results across both segments of our business. We aim to continue to experiment and utilize various pricing strategies and price points for our solutions. In addition, as we continue to incorporate AI innovations into our solutions, monetization trends could be affected.

Commerce. We continue to grow our commerce offerings with tailored OmniCommerce solutions, POS systems, financial tools such as GoDaddy Capital and Instant Payouts and SaaS plans with premium features and discounted transaction fees to merchants. We also continue to enhance our offerings with new agentic AI-powered features that simplify operations for our customers. Our commerce platform works in tandem with our web building capabilities, allowing our customers to set up their online store with a full integrated cart experience, including inventory and order management.

Customer Composition. Strong customer retention continues to drive our business. We aim to attract high-intent customers that attach more at the outset of our relationship and over time. Our onboarding paths and seamless technology are designed to help customers more easily navigate the solutions for their one-stop shop experience through an integrated platform. We have focused our efforts here because we know through our long history and vast amount of data that customers with a greater number of products with us retain at higher rates and produce higher lifetime value. In each of the five years ended December 31, 2025, our customer retention rate was approximately 85%, with the exception of the year ended December 31, 2024 when the retention rate was approximately 84% due to divestitures, migrations and end of life of certain products as part of our efforts to streamline brands outside of the GoDaddy platform. In addition, the retention rate for our customers who had been with us for over three years as of December 31, 2025 was approximately 90%. Greater than 89% of our total revenue for the year ended December 31, 2025 was generated by customers who were also customers in the prior year.

In each of the five years ended December 31, 2025, greater than 85% of our total revenue was generated by customers who were also customers in the prior year. To track our growth and the stability of our customer base, we monitor, among other things, revenue and retention rates generated by our annual customer cohorts over time, as well as corresponding marketing and advertising spend. We define an annual customer cohort to include each customer who first became a customer during a calendar year. For example, in 2017, we acquired approximately 5.0 million gross customers, who we collectively refer to as our 2017 cohort, and we invested $253.2 million in marketing and advertising expenses. By the end of 2025, the 2017 cohort had generated an aggregate of approximately $3.0 billion of total bookings. We expect this cohort to continue to generate bookings and ultimately revenue in the future. For the seven years ended December 31, 2025, the average annual revenue retention rate of the 2017 cohort was more than 91%, which is calculated by averaging the ratio of the cohort's annual revenue for each of the seven years to its annual revenue for each respective preceding year. We selected the 2017 cohort as an example for this analysis, as we believe it illustrates the long-term value of our customers.

We believe we are able to build strong relationships with our customers through the breadth and depth of our solutions, the intelligent and proactive AI-powered experiences and the high quality and responsiveness of our customer care team, all of which are key to our high level of customer retention. To that end, we continue to monitor our customer cohorts to ensure growth and stability of our customer base. We track revenue and retention rates generated by our annual customer cohorts over time, as well as corresponding marketing and advertising spend.

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Financial Highlights

Below are our key consolidated financial highlights for the year ended December 31, 2025, with comparisons to the year ended December 31, 2024.

•Total revenue of $4,951.1 million, an increase of 8.3%, or approximately 8.4% on a constant currency basis(1).

•International revenue of $1,626.8 million, an increase of 11.4%, or approximately 11.8% on a constant currency basis(1).

•Total bookings of $5,400.0 million, an increase of 7.2%, on a reported and constant currency basis(1).

•Operating income of $1,127.3 million, an increase of 26.2%.(2)

•Net income of $875.0 million, a decrease of 6.6%.(2) (3)

•Normalized EBITDA(4) of $1,585.9 million, an increase of 13.6%.

•Net cash provided by operating activities of $1,599.4 million, an increase of 24.2%.

(1) Discussion of constant currency is set forth in "Quantitative and Qualitative Disclosures about Market Risk" below.

(2) Our operating results for the years ended December 31, 2025 and December 31, 2024 included $11.1 million and $39.4 million, respectively, in restructuring and other charges, as further discussed in Note 13 to our financial statements.

(3) Net income for the year ended December 31, 2025 included a one-time benefit for the recognition of an uncertain tax position of $34.6 million. Net income for the year ended December 31, 2024 included a non-routine, non-cash benefit to income taxes of $267.4 million related to the conversion of GoDaddy's Desert Newco, LLC (Desert Newco) subsidiary from a partnership to a disregarded entity for U.S. income tax purposes.

(4) A reconciliation of Normalized EBITDA to net income, its most directly comparable GAAP financial measure, is set forth in "Reconciliation of NEBITDA" below.

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Results of Operations

The following table sets forth our 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.

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