VRSN 8-K Current Reports

Verisign 8-K Report, Financial Results (Oct 22, 2026)

VeriSign, Inc. reported third quarter 2026 revenue of $443 million, up 5.7 percent from the same quarter of 2025. Operating income rose to $296 million from $284 million, but net income was flat at $213 million. Diluted EPS was $2.35, compared with $2.27 a year earlier. The filing notes a pre-tax operating loss of $7.5 million on certain assets held for sale, which reduced diluted EPS by $0.06 in the quarter. Operating metrics were mixed. The domain name base reached 182.5 million .com and .net registrations, a 6.1 percent increase year over year, with a net increase of 3.36 million domains in the quarter. New registrations rose to 13.1 million from 10.6 million. The final .com and .net renewal rate for the second quarter of 2026 was 75.2 percent, versus 75.5 percent a year earlier. Management said the rollout of the .web top-level domain is on track and that a limited beta of the Verisign Informed validation service has opened. Capital returns continued. Verisign repurchased 0.7 million shares for $189 million in the quarter and had $1.36 billion remaining under its repurchase program, which has no expiration. The Board approved a cash dividend of $0.81 per share, payable November 24, 2026 to holders of record on November 17, 2026. Cash, cash equivalents and marketable securities totaled $476 million, down $104 million from year-end 2025, while operating cash flow for the quarter was $268 million, compared with $308 million a year earlier. Stockholders' deficit stood at $(2,284.7) million at September 30, 2026.

Oct 22, 2026 8-K

Other Events

Verisign 8-K Report, Corporate Update (Aug 27, 2026)

VeriSign, Inc. filed a Form 8-K dated August 27, 2026 under Item 8.01 (Other Events) to announce an increase in the registry-level wholesale price for new and renewal .net domain names. The price rises from $10.91 to $12.00, effective March 1, 2027. The increase is made under the company's agreement with the Internet Corporation for Assigned Names and Numbers (ICANN). For investors, the key point is the scheduled repricing of .net, the company's principal registry service, which takes effect in March 2027, several months after the announcement. The filing states only the old and new wholesale prices and the effective date, so it does not quantify the expected effect on revenue or earnings. The filing contains no financial results, guidance, or other operating disclosures. The filing is brief and does not describe the reasons for the change beyond the contractual arrangement with ICANN. Investors seeking the financial impact would need to look to the company's other public disclosures.

Aug 27, 2026 8-K

Other EventsExhibits & Filings

Verisign 8-K Report, Financial Results (Jul 23, 2026)

VeriSign, Inc. (NASDAQ: VRSN) reported second quarter 2026 results on July 23, 2026. Revenue was $435 million, up 6.0 percent from the second quarter of 2025. Operating income rose to $296 million from $281 million, and net income was $217 million, or diluted EPS of $2.38, compared with $207 million and $2.21 a year earlier. Management said the company returned more than 100% of free cash flow to investors through dividends and share repurchases. The company ended the quarter with 179.1 million .com and .net domain name registrations, a 5.1 percent increase year over year, and processed 12.7 million new registrations in the quarter versus 10.4 million a year earlier. Capital allocation was active during the period. The company issued $550 million of 5.10% Senior Notes due 2031 on June 26, 2026, and used the proceeds, with cash on hand, to redeem the $550 million 4.75% Senior Notes due 2027 on July 20, 2026. It repurchased 0.7 million shares for $197 million in the quarter. Effective July 23, 2026, the Board added approximately $884 million to the repurchase authorization, bringing total availability to $1.50 billion with no expiration date. The Board also approved a $0.81 per share cash dividend payable August 27, 2026, to holders of record as of August 19, 2026. The balance sheet shows cash, cash equivalents and marketable securities of $1.03 billion at June 30, 2026, up $454 million from year-end 2025. Total stockholders' deficit was $2.25 billion, and deferred revenues totaled $1.45 billion. The filing also notes that the .web top-level domain has been delegated into the DNS root zone, with Verisign as registry operator, and that the company expects to offer .web domains through its registrar channel later this year. The company raised its full-year 2026 guidance, according to the press release quoted in the filing.

Jul 23, 2026 8-K

Verisign 8-K Report, Corporate Update (Jun 26, 2026)

VeriSign, Inc. disclosed in this Form 8-K that on June 18, 2026 it entered into an underwriting agreement with J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc. for a registered offering of $550 million aggregate principal amount of its 5.100% Senior Notes due 2031. The offering was registered under a Form S-3 (Registration No. 333-285483) and was expected to close on June 26, 2026. The company expects net proceeds of approximately $545 million after underwriters' discounts and estimated offering expenses. VeriSign intends to use these proceeds, together with cash on hand, to redeem its $550 million aggregate principal amount of outstanding 4.750% Senior Notes due 2027. The transaction therefore appears to be a refinancing that replaces 2027 maturity debt with notes maturing in 2031, with the principal amount unchanged. The notes will be issued under a base indenture dated June 8, 2021 with U.S. Bank Trust Company, National Association, as trustee, supplemented by a Third Supplemental Indenture to be dated June 26, 2026. The filing includes the underwriting agreement, the form of supplemental indenture and global note, and a legal opinion from Gibson, Dunn & Crutcher LLP as exhibits.

Jun 26, 2026 8-K

Material AgreementsExhibits & Filings

Verisign 8-K Report, Material Agreement (Jun 26, 2026)

VeriSign, Inc. filed this Form 8-K to report the completion, on June 26, 2026, of a registered offering of $550 million aggregate principal amount of its 5.100% Senior Notes due 2031. The offering was made under a Form S-3 registration statement (Registration No. 333-285483) and a prospectus supplement dated June 18, 2026, filed under Rule 424(b) on June 23, 2026. The Notes were issued under a 2021 base indenture with U.S. Bank Trust Company, National Association as trustee, as supplemented by a Third Supplemental Indenture dated June 26, 2026. The Notes bear interest at 5.100% per year, payable semi-annually on January 15 and July 15 beginning January 15, 2027, and mature on July 15, 2031 unless redeemed earlier. They are senior unsecured obligations ranking equally with the company's other senior indebtedness. The Indenture contains covenants restricting liens, sale and leaseback transactions, and mergers or sales of all or substantially all assets, subject to stated qualifications and exceptions. Upon a change of control repurchase event, the company must offer to repurchase the Notes at 101% of principal plus accrued and unpaid interest. The company may redeem the Notes before June 15, 2031 at a make-whole premium described in the Indenture, and on or after June 15, 2031 at 100% of principal plus accrued and unpaid interest. The filing's principal exhibit is the Third Supplemental Indenture (Exhibit 4.1), with Exhibit 104 providing the Inline XBRL cover page.

Jun 26, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Verisign 8-K Report, Executive Changes (May 21, 2026)

VeriSign, Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026, where stockholders approved an Amendment and Restatement of the VeriSign, Inc. 2006 Equity Incentive Plan (the "Amended 2006 Plan"). The amendment extends the plan's termination date to May 21, 2036, removes Section 162(m) provisions that are no longer relevant, and clarifies that the prohibition on paying cash to cancel an outstanding award applies only to underwater options or stock appreciation rights. The filing states the amendment does not increase the number of shares available for grant under the plan. Stockholders also elected all seven director nominees, including D. James Bidzos, Courtney D. Armstrong, Yehuda Ari Buchalter, Kathleen A. Cote, Matthew J. Desch, Jamie S. Gorelick and Debra W. McCann, each to serve until the next annual meeting. Stockholders approved, on a non-binding advisory basis, the company's executive compensation, with 73,151,707 votes for and 3,213,712 against. They ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 76,128,673 votes for and 5,532,200 against. Stockholders voted against a stockholder proposal to require an independent board chairman policy, with 58,611,011 votes against and 17,816,830 for. The filing reports no other material corporate actions beyond these matters.

May 21, 2026 8-K

Verisign 8-K Report, Financial Results (Apr 23, 2026)

VeriSign, Inc. (NASDAQ: VRSN) reported first quarter 2026 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $429 million, up 6.6 percent from the first quarter of 2025. Operating income rose to $294 million from $271 million, net income was $215 million, and diluted EPS was $2.34 versus $2.10 a year earlier. The company ended the quarter with 176.1 million .com and .net domain name registrations, a 3.7 percent increase year over year, and processed 11.5 million new registrations compared with 10.1 million in the prior-year quarter. Capital return remained a focus. Verisign repurchased 0.9 million shares for $214 million during the quarter, leaving $863 million available under its repurchase program, which has no expiration. The Board approved a cash dividend of $0.81 per share, payable May 27, 2026 to holders of record on May 19, 2026. Cash, cash equivalents and marketable securities totaled $556 million at quarter end, down $24 million from year-end 2025, while operating cash flow was $272 million versus $291 million a year earlier. The filing also announces that the annual registry-level wholesale fee for each new and renewal .com registration will increase from $10.26 to $10.97 effective November 1, 2026. The final .com and .net renewal rate for the fourth quarter of 2025 was 75.0 percent, compared with 74.0 percent a year earlier. The company reported a stockholders' deficit of $2.21 billion at March 31, 2026.

Apr 23, 2026 8-K

Verisign 8-K Report, Financial Results (Feb 5, 2026)

VeriSign, Inc. (NASDAQ: VRSN) reported results for the fourth quarter and full year ended December 31, 2025. For Q4 2025, revenue was $425 million, operating income was $285 million, net income was $206 million, and diluted EPS was $2.23, compared with net income of $191 million and diluted EPS of $2.00 in Q4 2024. For full year 2025, revenue was $1.66 billion, operating income was $1.12 billion, net income was $826 million, and diluted EPS was $8.81, compared with $786 million and $8.00 in 2024. Capital returns were significant. The company repurchased 3.4 million shares for $859 million in 2025, with $1.08 billion remaining under the repurchase program, which has no expiration date. The Board approved a 5.2% increase in the quarterly dividend to $0.81 per share, payable February 27, 2026 to holders of record on February 19, 2026. Cash flow from operations was $1.09 billion for 2025, and cash, cash equivalents and marketable securities ended the year at $581 million, down $19 million. The filing also includes annual non-guarantor subsidiary disclosures required under the indentures for the senior notes due 2027. Non-guarantor subsidiaries held $571.6 million of liabilities (16.4% of consolidated total liabilities) and $504.3 million of assets (38.0% of consolidated total assets) at year-end, and reported Adjusted EBITDA of $392.2 million (31.5% of consolidated Adjusted EBITDA) for 2025. Consolidated non-GAAP Adjusted EBITDA was $1,244.6 million.

Feb 5, 2026 8-K

Regulation FDExhibits & Filings

Verisign 8-K Report, Executive Changes (Nov 25, 2025)

VeriSign, Inc. (VRSN) disclosed in this Form 8-K, filed November 25, 2025, that Dr. Timothy Tomlinson, 75, submitted his resignation to the Board of Directors on November 21, 2025, citing personal reasons related to his family and other business interests. The filing states that his resignation did not result from any disagreement with the Company regarding its operations, policies, or practices. The Board thanked Dr. Tomlinson for his long-standing contributions dating back to the Company's founding in 1995, specifically noting his service on the Audit Committee and his leadership in promoting a culture of compliance. Jim Bidzos, Founder, Executive Chairman, Chief Executive Officer and President, praised his contributions in the filing. In connection with the retirement, the filing states that the Board is expected to appoint a Lead Independent Director and decrease the size of the Board. This is a governance-focused disclosure, and the filing does not include financial results or quantitative figures.

Nov 25, 2025 8-K

Verisign 8-K Report, Regulation FD Disclosure (Oct 24, 2025)

VeriSign, Inc. filed this Current Report on Form 8-K under Item 7.01 (Other Events) to issue a statement responding to a short seller presentation regarding the impact of recent Google AdSense changes on its domain name base. The company, which states it issued the statement on October 24, 2025, says the presentation, sponsored by a New York City research firm called DeMatteo Research, contained faulty and incorrect analysis, and that its conclusion that the impact would be "severe" is false. Verisign reiterates its earnings call statement from the prior day that any possible impact is very likely to be "minimal" and immaterial. The company states that only one category of parked domains, those registered to collect advertising revenue from Google AdSense for Domains, is likely to be affected by the AdSense changes. According to Verisign's own data analysis, this category represents less than 2% of its domain name base. The company says this cohort has been shrinking since at least 2011 and does not represent a significant portion of its business. It also states it has no reason to believe all domains in this cohort will not be renewed, noting that some registrants have already found profitable alternatives, including a recently announced option offered by Google. The filing's exhibit is the text of the statement itself. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Oct 24, 2025 8-K

Verisign 8-K Report, Financial Results (Oct 23, 2025)

VeriSign, Inc. (NASDAQ: VRSN) reported third quarter 2025 results on October 23, 2025, via Exhibit 99.1 press release. Revenue was $419 million, up 7.3 percent from the same quarter of 2024. Operating income was $284 million versus $269 million a year earlier, and net income was $213 million, or diluted EPS of $2.27, compared with $201 million and $2.07 in the third quarter of 2024. Cash flow from operations was $308 million for the quarter, compared with $253 million a year earlier. The company continued returning capital to shareholders. In the quarter it repurchased 0.8 million shares for $215 million, leaving $1.33 billion available under its share repurchase program, which has no expiration. On October 21, 2025, the Board approved a cash dividend of $0.77 per share, with a record date of November 18, 2025 and payment on November 25, 2025. For the nine months ended September 30, 2025, the filing shows $627.2 million in share repurchases and $144.1 million in dividend payments. Business metrics showed continued domain base growth. The .com and .net domain name base reached 171.9 million registrations at quarter end, a 1.4 percent increase from the end of the third quarter of 2024, with a net increase of 1.45 million during the quarter. New registrations processed were 10.6 million, versus 9.3 million a year earlier. The final renewal rate for the second quarter of 2025 was 75.5 percent, compared with 72.7 percent for the same quarter of 2024. The balance sheet shows a stockholders' deficit of $2.05 billion at September 30, 2025, with total senior notes of $1.79 billion long-term.

Oct 23, 2025 8-K

Other EventsExhibits & Filings

Verisign 8-K Report, Executive Changes (Oct 8, 2025)

VeriSign, Inc. (VRSN) disclosed in this Form 8-K that, effective October 6, 2025, its Board of Directors appointed Matthew J. Desch as a director, increasing the size of the Board from seven to eight directors. Mr. Desch currently serves as Chief Executive Officer and a director of Iridium Communications Inc., a position he has held since 2009. As a non-employee director, Mr. Desch will receive an annual cash retainer of $50,000 and an annual equity award of $250,000, granted solely as restricted stock units. New directors receive a pro rata equity award based on their appointment date, and his cash retainer will be prorated for the portion of the year he serves. The Company will also enter into its standard indemnity agreement with him, obligating it to indemnify him against certain director-related liabilities and advance related expenses. The filing states there was no arrangement or understanding under which Mr. Desch was appointed, and no transactions requiring disclosure under Item 404(a) of Regulation S-K in which he has a direct or indirect material interest.

Oct 8, 2025 8-K

Verisign 8-K Report, Corporate Update (Jul 30, 2025)

On July 28, 2025, VeriSign, Inc. entered into an underwriting agreement with Berkshire Hathaway Consolidated Pension Plan Master Trust and Burlington Northern Santa Fe, LLC Master Retirement Trust (the Selling Stockholders) and J.P. Morgan Securities LLC. The agreement covers the offer and sale of 4,300,000 shares of VeriSign common stock at a price to the public of $285.00 per share. The offering is registered under a Form S-3 shelf (Registration No. 333-288995) and a prospectus supplement dated July 28, 2025, and is expected to close on July 30, 2025. VeriSign will not sell any shares and will receive no proceeds. The Selling Stockholders will receive all proceeds. The filing says the offering is sized to reduce Berkshire Hathaway Inc.'s beneficial ownership below the ten percent threshold that triggers additional regulatory obligations. Affiliates of Berkshire Hathaway Inc. have been stockholders since 2012. Berkshire Hathaway Inc. has voluntarily agreed to a 365-day lock-up on the remaining VeriSign shares its affiliates beneficially own after the offering. The Selling Stockholders have also granted the underwriter a 30-day option to buy up to an additional 515,032 shares.

Jul 30, 2025 8-K

Verisign 8-K Report, Financial Results (Jul 24, 2025)

VeriSign, Inc. (NASDAQ: VRSN) reported second quarter 2025 results on July 24, 2025. Revenue was $410 million, up 5.9 percent from the same quarter of 2024. Operating income rose to $281 million from $266 million, net income was $207 million versus $199 million, and diluted EPS was $2.21 compared with $2.01 a year earlier. Cash flow from operations was $202 million for the quarter, up from $160 million. The company also reported 170.5 million .com and .net domain name registrations in the domain name base, a 0.1 percent decrease year over year, with 10.4 million new registrations processed in the quarter compared with 9.2 million a year earlier. Capital return was a major focus. The Board declared a newly initiated quarterly cash dividend of $0.77 per share, payable August 27, 2025 to holders of record as of August 19, 2025. During the quarter the company repurchased 0.6 million shares for $163 million. Effective July 24, 2025, the Board authorized an additional $913.1 million in repurchases, bringing total availability under the program, which has no expiration date, to $1.50 billion. Balance sheet figures show cash, cash equivalents and marketable securities of $594 million at June 30, 2025, down $6 million from year-end 2024. Stockholders' deficit was $1.99 billion, and total liabilities were $3.40 billion, including $1.79 billion of long-term senior notes. Deferred revenues totaled $1.38 billion, up $75 million from year-end 2024.

Jul 24, 2025 8-K

Leadership ChangesExhibits & Filings

Verisign 8-K Report, Executive Changes (Jun 12, 2025)

VeriSign, Inc. filed this Current Report on Form 8-K dated June 10, 2025 to disclose a board change. Director Thomas F. Frist, III submitted his resignation to the Board of Directors on June 10, 2025, citing other personal and professional time commitments. The Board accepted the resignation effective on the filing date, and the Board expressed appreciation for his 10 years of service. The filing states that, in connection with Mr. Frist's resignation, the Board is expected to decrease its size. The filing contains no financial results, operational metrics, guidance, or other financial figures. Its disclosure is limited to the Item 5.02 governance event. For investors, the filing is a routine governance notice. It reports one director departure and a possible reduction in board size, with no stated financial impact.

Jun 12, 2025 8-K

Verisign 8-K Report, Executive Changes (Jun 2, 2025)

VeriSign, Inc. (VRSN) disclosed in this Form 8-K, filed June 2, 2025, that George E. Kilguss III, Executive Vice President and Chief Financial Officer, retired from the Company effective May 31, 2025, as previously announced. In connection with his retirement, the Company entered into a Letter Agreement for Consulting Services dated May 30, 2025, under which Mr. Kilguss will provide consulting services from June 2, 2025 through July 24, 2025. Under the Consulting Agreement, Mr. Kilguss will receive a fee of $50,000 per month, not to exceed $100,000 in total, and will be reimbursed for reasonable travel and lodging expenses incurred in connection with the engagement. The agreement is filed as Exhibit 10.1 to the report, and the filing also includes Inline XBRL cover page data as Exhibit 104. For investors, the filing is primarily a leadership transition disclosure: the CFO role was vacated at the end of May 2025, and the short consulting arrangement is intended to support the handover. The filing itself does not describe a successor CFO or other changes to the company's financial outlook.

Jun 2, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Verisign 8-K Report, Rights Modification (May 22, 2025)

VeriSign, Inc. held its 2025 annual meeting of stockholders on May 22, 2025, where shareholders approved an amendment to the Company's Restated Certificate of Incorporation limiting the liability of certain officers in certain limited circumstances as permitted by Delaware law. The Certificate of Amendment was filed with the Delaware Secretary of State on May 22, 2025 and became effective upon filing. The filing also incorporates by reference the Company's April 11, 2025 proxy statement, which describes this proposal in detail. All eight director nominees were elected to serve until the next annual meeting. Support was strong for most nominees, with Debra W. McCann receiving 78,787,726 votes for and Courtney D. Armstrong receiving 78,524,451 votes for, while Timothy Tomlinson drew the most opposition at 11,203,407 votes against. Stockholders approved, on a non-binding advisory basis, the executive compensation program, with 73,037,626 votes for and 5,875,648 against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 78,572,691 votes for and 5,763,288 against. Stockholders rejected a stockholder proposal regarding stockholder action by written consent, with 74,230,799 votes against and only 4,547,136 votes for. The officer liability amendment passed with 71,483,725 votes for and 7,587,450 against. Broker non-votes of 5,273,882 were recorded on the director election, the advisory compensation vote, and the officer liability amendment.

May 22, 2025 8-K/A

Verisign 8-K/A Report, Executive Changes (Apr 25, 2025)

VeriSign, Inc. filed this Current Report on Form 8-K to disclose a leadership transition in its finance function and the compensation package for its incoming Chief Financial Officer. As previously announced on February 13, 2025, the Board appointed John D. Calys, the Company's Senior Vice President, Global Controller and Chief Accounting Officer, to succeed George Kilguss as Chief Financial Officer upon Mr. Kilguss's retirement on May 31, 2025. On April 22, 2025, the Compensation Committee of the Board approved Mr. Calys' compensation in connection with his appointment as Executive Vice President, Chief Financial Officer. He will receive an initial annual base salary of $500,000 and an annual target bonus of up to 100% of base salary, both effective June 1, 2025. He will also receive time-vested restricted stock units valued at approximately $700,000 and performance-based restricted stock units valued at approximately $700,000, with share counts set using the closing price on June 2, 2025. Both awards are granted under the Company's 2006 Equity Incentive Plan. The time-vested units vest 25% on June 15, 2026 and 6.25% quarterly thereafter, subject to continued employment. The performance-based units vest based on achievement of performance measures over January 1, 2025 through December 31, 2027, certified by the Compensation Committee, and require an unqualified audit opinion on the Company's financial statements for fiscal 2027, subject to continued employment.

Apr 25, 2025 8-K

Other EventsExhibits & Filings

Verisign 8-K Report, Financial Results (Apr 24, 2025)

VeriSign, Inc. (NASDAQ: VRSN) furnished its first quarter 2025 earnings release under Item 2.02 of this Form 8-K, dated April 24, 2025. The company reported revenue of $402 million, up 4.7 percent from the first quarter of 2024. Operating income rose to $271 million from $259 million, and net income increased to $199 million from $194 million. Diluted EPS was $2.10, compared with $1.92 a year earlier. Cash flow from operations was $291 million, compared with $257 million. The most notable announcement is the initiation of a quarterly cash dividend. The Board declared a dividend of $0.77 per share, payable May 28, 2025 to stockholders of record as of May 19, 2025. The company intends to continue paying quarterly dividends, subject to market conditions and Board approval. During the quarter, Verisign repurchased 1.0 million shares for $230 million, leaving $793 million available under its repurchase program, which has no expiration date. On the balance sheet, the company issued $500 million of 5.25% Senior Notes due 2032 and used the proceeds, together with cash on hand, to repay $500 million of 5.25% Senior Notes at maturity. Cash, cash equivalents and marketable securities totaled $649 million, up $49 million from year-end 2024. Deferred revenues reached $1.36 billion. The domain name base stood at 169.8 million .com and .net registrations, a 1.5 percent decrease from a year earlier, with a net increase of 0.78 million during the quarter.

Apr 24, 2025 8-K

Verisign 8-K Report, Corporate Update (Mar 11, 2025)

VeriSign, Inc. filed this Current Report on Form 8-K to disclose the terms of a registered offering of $500 million aggregate principal amount of its 5.250% Senior Notes due 2032. The Company entered into an underwriting agreement dated March 4, 2025 with J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc., and the offering is expected to close on March 11, 2025. The offering was made under a Form S-3 registration statement and a prospectus supplement dated March 4, 2025. The Company expects net proceeds of approximately $493.3 million after underwriters' discounts and estimated offering expenses. It intends to use these proceeds, together with cash on hand, to repay its $500 million 5.250% Senior Notes due 2025 at maturity on April 1, 2025. The filing therefore describes a refinancing of maturing debt rather than new borrowing for other purposes. The notes will be issued under a base indenture dated June 8, 2021 with U.S. Bank Trust Company, National Association, as trustee, as supplemented by a Second Supplemental Indenture to be dated March 11, 2025. The filing includes the underwriting agreement, the form of supplemental indenture, the form of global note, and a legal opinion from Gibson, Dunn & Crutcher LLP as exhibits.

Mar 11, 2025 8-K

Material AgreementsExhibits & Filings

Verisign 8-K Report, Material Agreement (Mar 11, 2025)

VeriSign, Inc. completed a registered offering on March 11, 2025 of $500 million aggregate principal amount of its 5.250% Senior Notes due 2032. The offering was made under a Form S-3 registration statement (Registration No. 333-285483) and a prospectus supplement dated March 4, 2025, filed under Rule 424(b) on March 6, 2025. The Notes were issued under a base indenture dated June 8, 2021 with U.S. Bank Trust Company, National Association, as trustee, as supplemented by a Second Supplemental Indenture dated March 11, 2025. The Notes accrue interest at 5.250% per annum and mature on June 1, 2032, with semi-annual interest payable June 1 and December 1, beginning June 1, 2025. They are senior unsecured obligations that rank equally with the company's other senior indebtedness and senior to any future indebtedness expressly subordinated to them. The indenture contains covenants restricting liens, sale and leaseback transactions, and mergers or sales of all or substantially all assets, subject to certain exceptions. Upon a change of control repurchase event, the company must offer to repurchase the Notes at 101% of principal plus accrued and unpaid interest. The company may redeem the Notes before April 1, 2032 at a make-whole premium described in the indenture, and on or after April 1, 2032 at 100% of principal plus accrued and unpaid interest. The indenture also includes customary events of default, including payment defaults and certain bankruptcy, insolvency, or reorganization events.

Mar 11, 2025 8-K

Leadership ChangesExhibits & Filings

Verisign 8-K Report, Executive Changes (Feb 13, 2025)

VeriSign, Inc. (NASDAQ: VRSN) filed this Form 8-K on February 13, 2025 to report that Executive Vice President and Chief Financial Officer George E. Kilguss III has decided to retire effective May 31, 2025. He informed the Board of Directors of his intention on February 10, 2025. The Company anticipates he will serve as an advisor after retirement, though no compensation terms for that role have been decided. The Board has appointed John D. Calys, currently Senior Vice President, Global Controller and Chief Accounting Officer, to succeed Mr. Kilguss upon his retirement, serving as Principal Financial Officer and Principal Accounting Officer. Mr. Calys, age 65, has been Senior Vice President, Global Controller and Chief Accounting Officer since April 2024, previously held Senior Vice President and Global Controller roles from 2020, and served as Vice President and Global Controller from 2010 through 2020. He also served as interim Chief Financial Officer in 2011 and 2012. No new compensation terms for Mr. Calys have been decided as of the filing date. The filing is primarily a leadership transition disclosure. Per the accompanying press release, Mr. Kilguss had served as CFO since 2012 and with the Company for 13 years, and the Company's Executive Chairman, President and CEO Jim Bidzos praised his financial expertise and discipline. The filing does not include financial results or guidance.

Feb 13, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

Verisign 8-K Report, Financial Results (Feb 6, 2025)

VeriSign, Inc. (NASDAQ: VRSN) reported results for the fourth quarter and full year ended December 31, 2024, in a press release furnished as Exhibit 99.1. Fourth-quarter revenue was $395 million, up 3.9 percent from the same quarter of 2023, with operating income of $264 million and net income of $191 million, or diluted EPS of $2.00, compared with net income of $265 million and diluted EPS of $2.60 in the fourth quarter of 2023. The prior-year quarter included income tax benefits that increased net income by $69.3 million. For full-year 2024, revenue was $1.56 billion, up 4.3 percent, operating income was $1.06 billion, and net income was $786 million, or diluted EPS of $8.00, versus $818 million and $7.90 in 2023. Cash flow and capital return were central to the period. Cash flow from operations was $903 million for 2024, and cash, cash equivalents and marketable securities ended the year at $600 million, down $326 million. The company repurchased 6.6 million shares for $1.21 billion during 2024, leaving $1.02 billion available under its repurchase program, which has no expiration date. Deferred revenues totaled $1.30 billion, up $58 million. Total stockholders' deficit widened to $1.96 billion at year-end, and senior notes totaled $1.79 billion, including $299.8 million classified as current. On the business side, the company noted the renewal of the .com Registry Agreement with ICANN, under which it remains the sole registry operator for .com through November 30, 2030, and the NTIA's renewal of the Cooperative Agreement for a six-year term. The domain name base stood at 169.0 million .com and .net registrations at year-end, a 2.1 percent decrease year over year. The filing also includes annual non-guarantor subsidiary disclosures under its senior notes indentures, with non-GAAP Adjusted EBITDA of $1,185.3 million for the consolidated company in 2024.

Feb 6, 2025 8-K

Verisign 8-K Report, Material Agreement (Nov 27, 2024)

On November 25, 2024, VeriSign, Inc. entered into a renewed .com Registry Agreement with the Internet Corporation for Assigned Names and Numbers (ICANN). The agreement amends and restates in its entirety the prior .com Registry Agreement dated December 1, 2012, as amended, and becomes effective December 1, 2024, the day after the current term of the prior agreement expires on November 30, 2024. The renewal adds provisions to better align with ICANN's Base Registry Agreement, including permissible increases based on the U.S. Consumer Price Index in domain name transaction fees the Company pays to ICANN, obligations related to mitigation of DNS abuse, and service level requirements for the Registration Data Access Protocol. It also adds commitments to enhance the security, stability and resiliency of the .com top-level domain, including new security incident reporting commitments and obligations to discuss business continuity. The filing states that there are no changes to the provision governing the price the Company charges for .com domain names. Separately, the Company and ICANN entered into a second amendment to a binding Letter of Intent dated March 27, 2020, as amended July 1, 2023. The LOI, as amended, formalizes a framework for working together to enhance the security, stability and resiliency of the .com and .net TLDs and the DNS. Under the new amendment, the parties will discuss issues related to Internationalized Domain Names and the renewal of the LOI on substantially similar terms before its December 31, 2025 expiration date. For investors, the filing's main points are the continuity of the .com registry relationship beyond the November 30, 2024 expiration and the unchanged .com pricing provision, alongside new compliance, security and fee-adjustment obligations.

Nov 27, 2024 8-K

Verisign 8-K Report, Financial Results (Oct 24, 2024)

VeriSign, Inc. reported third quarter 2024 results on October 24, 2024. Revenue was $391 million, up 3.8 percent from the same quarter of 2023. Operating income rose to $269 million from $254 million, net income was $201 million versus $188 million, and diluted EPS was $2.07 compared with $1.83. Cash flow from operations was $253 million, compared with $245 million a year earlier. The company ended the quarter with cash, cash equivalents and marketable securities of $645 million, a decrease of $281 million from year-end 2023. Deferred revenues totaled $1.30 billion, up $53 million from year-end 2023. Verisign repurchased 1.7 million shares for $301 million during the quarter and had $1.28 billion remaining under its share repurchase program, which has no expiration. On the business side, the .com and .net domain name base stood at 169.6 million registrations, a 2.5 percent decrease from the end of the third quarter of 2023 and a net decrease of 1.1 million during the quarter. New registrations processed were 9.3 million, compared with 9.9 million a year earlier, and the final second-quarter 2024 renewal rate was 72.7 percent versus 73.4 percent for the same quarter of 2023.

Oct 24, 2024 8-K

Regulation FD

Verisign 8-K Report, Regulation FD Disclosure (Aug 5, 2024)

Verisign, Inc. filed this Current Report under Item 7.01 (Regulation FD Disclosure) to disclose an exchange of letters dated August 2, 2024 with the National Telecommunications and Information Administration (NTIA) of the Department of Commerce regarding the Cooperative Agreement. According to the filing, NTIA's Assistant Secretary's letter states that NTIA intends to renew the Cooperative Agreement, and Verisign said it was pleased with NTIA's affirmation of support for the multistakeholder system of internet governance. The filing also cites NTIA's recognition of Verisign's "longstanding and effective stewardship" of its responsibilities, including management of the .com registry. The letters also raise .com pricing. The filing states that NTIA has questions about .com pricing, and that Verisign agreed to discuss .com pricing and the health of the .com ecosystem, including retail and secondary markets. Verisign argues that price caps on .com wholesale prices have not always passed through to end-users and that capped wholesale prices have contributed to an unregulated multi-billion dollar secondary market. The filing explicitly states that the exchange of letters does not create an obligation to change .com wholesale pricing, and that discussions with NTIA have not yet begun. For investors, the key points are that the Cooperative Agreement renewal is expected on time, with no changes to the Registry Agreement's timing or pricing as far as Verisign knows today, but that pricing terms are an open topic for future discussion. Any changes would be made through ICANN's processes, and the filing says it is premature to speculate on timing or outcomes.

Aug 5, 2024 8-K

Verisign 8-K Report, Financial Results (Jul 25, 2024)

VeriSign, Inc. reported results for the fiscal quarter ended June 30, 2024 in a press release attached as Exhibit 99.1 to this Form 8-K, filed July 25, 2024. Revenue was $387 million, up 4.1 percent from the second quarter of 2023. Operating income was $266 million, compared with $249 million a year earlier. Net income was $199 million and diluted EPS was $2.01, versus $186 million and $1.79 in the prior-year quarter. Cash flow from operations was $160 million for the quarter, compared with $145 million a year earlier. Capital return was a central theme. During the second quarter the company repurchased 2.2 million shares for an aggregate cost of $388 million. Effective July 25, 2024, the Board authorized an additional repurchase of approximately $1.11 billion of common stock. Combined with the roughly $388.0 million remaining under the program, total authorization is up to $1.5 billion. The program has no expiration date and may be executed through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions. Operating metrics were mixed. The .com and .net domain name base ended the quarter at 170.6 million registrations, a 2.2 percent decrease from the end of the second quarter of 2023, with a net decrease of 1.8 million domain names during the quarter. New registrations processed were 9.2 million, compared with 10.2 million a year earlier. The final renewal rate for the first quarter of 2024 was 74.1 percent, versus 75.5 percent for the same quarter of 2023. Cash, cash equivalents and marketable securities totaled $690 million at June 30, 2024, down $236 million from year-end 2023, and the balance sheet showed a total stockholders' deficit of $1.82 billion.

Jul 25, 2024 8-K

Regulation FD

Verisign 8-K Report, Regulation FD Disclosure (Jun 28, 2024)

VeriSign, Inc. (VRSN) furnished this Current Report under Item 7.01 (Regulation FD Disclosure) to address letters released on June 26, 2024, by the American Economic Liberties Project and other advocacy organizations to the US Departments of Commerce and Justice and the White House Competition Council. A press release accompanied the letters, which followed a two-month campaign by a paid subscription advocacy service and others. The campaign and letters assert that the 32-year-old Cooperative Agreement between the Department of Commerce and Verisign covering the .com top-level domain registry can be terminated by the Department on August 2, 2024, and that management of .com could then be transferred through a competitive bidding process. Verisign states this assertion is wrong. It says that if the Department chooses to sunset the Cooperative Agreement, which Verisign does not seek, the .com registry will continue to be managed under the terms of Verisign's and ICANN's valid, enforceable Registry Agreement. Verisign argues the letters rest on a fundamental misunderstanding of the Cooperative Agreement's language, the nature of cooperative agreements, the course of dealing among the Department, Verisign and ICANN, ICANN's role as central coordinator of the Domain Name System, long-standing US policy, and the express terms of the ICANN/Verisign .com Registry Agreement. The company says the letters contain other inaccuracies it may address later, but that their main point about the Cooperative Agreement is simply incorrect.

Jun 28, 2024 8-K

Shareholder Matters

Verisign 8-K Report, Shareholder Vote Results (May 23, 2024)

VeriSign, Inc. held its 2024 Annual Meeting of Stockholders on May 23, 2024, where stockholders voted on three proposals. All eight director nominees were elected to serve until the next annual meeting or until a successor is elected and qualified. D. James Bidzos received 76,262,555 votes for, 4,675,352 against, and 2,320,061 abstaining, with 4,566,763 broker non-votes. Kathleen A. Cote received the most opposition among nominees, with 14,950,132 votes against, and Roger H. Moore and Timothy Tomlinson also drew more than 11 million votes against each. On a non-binding, advisory basis, stockholders approved the Company's executive compensation, with 76,928,082 votes for, 4,562,319 against, 1,767,567 abstaining, and 4,566,763 broker non-votes. Stockholders also ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, with 80,433,430 votes for, 5,883,099 against, and 1,508,202 abstaining. The filing reports only the outcomes of these shareholder votes and does not describe any other corporate actions or financial results.

May 23, 2024 8-K

Verisign 8-K Report, Financial Results (Apr 25, 2024)

VeriSign, Inc. furnished a press release under Item 2.02 reporting financial results for the fiscal quarter ended March 31, 2024. The company reported revenue of $384 million, up 5.5 percent from the first quarter of 2023. Operating income rose to $259 million from $241 million, net income increased to $194 million from $179 million, and diluted EPS was $1.92 compared with $1.70. Management described the results as "another quarter of solid, consistent financial performance to start 2024." Capital returns remained a major use of cash. Verisign repurchased 1.3 million shares for an aggregate cost of $260 million in the quarter, leaving $860 million available under its share repurchase program, which has no expiration. Cash flow from operations was $257 million, compared with $259 million a year earlier, and cash, cash equivalents and marketable securities ended the quarter at $925 million, down $2 million from year-end 2023. Domain base metrics were softer. The .com and .net domain name base ended the quarter at 172.5 million registrations, a 1.3 percent decrease year over year and a net decrease of 0.27 million during the quarter. New registrations processed were 9.5 million, versus 10.3 million in the first quarter of 2023, and the final renewal rate for the fourth quarter of 2023 was 73.2 percent compared with 73.3 percent a year earlier.

Apr 25, 2024 8-K

Verisign 8-K Report, Executive Changes (Feb 15, 2024)

VeriSign, Inc. filed this Current Report on Form 8-K to disclose a senior leadership change. On February 12, 2024, Todd B. Strubbe, President and Chief Operating Officer, informed the Board of Directors of his intention to retire, effective April 5, 2024. The Board thanked him for nine years of service and for his dedicated, mission-focused leadership. Mr. Strubbe has served as Chief Operating Officer since April 2015 and President since February 2020. To fill the role, the Board elected D. James Bidzos, the Company's Chief Executive Officer and Executive Chairman, to resume the office of President, which he previously held from August 2011 to February 2020. This takes effect upon Mr. Strubbe's retirement date. The Company anticipates that Mr. Strubbe will serve as an advisor following his retirement. For investors, the filing is a management transition rather than a financial disclosure. It reports no financial results, figures, or guidance. The main takeaway is that the CEO will also take back the President role, consolidating top executive responsibilities.

Feb 15, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Verisign 8-K Report, Financial Results (Feb 8, 2024)

VeriSign, Inc. reported fourth-quarter and full-year 2023 results on February 8, 2024. Fourth-quarter revenue was $380 million, up 3.0 percent from the prior-year quarter, with operating income of $256 million and net income of $265 million, or diluted EPS of $2.60, compared with $1.70 a year earlier. For full-year 2023, revenue was $1.49 billion, up 4.8 percent, operating income was $1.00 billion, and net income was $818 million, or diluted EPS of $7.90, compared with $6.24 in 2022. The filing states that income tax benefits recognized in the fourth quarter increased net income by $69.3 million and diluted EPS by $0.68 for the quarter, and by $0.67 for the full year. Cash flow and capital return remained central to the period. Cash flow from operations was $854 million for 2023, and the company ended the year with $926 million in cash, cash equivalents and marketable securities. Verisign repurchased 4.2 million shares for $883 million during 2023 and had $1.12 billion remaining under its repurchase program, which has no expiration date. Deferred revenues totaled $1.25 billion at year-end. Operating metrics were mixed. The .com and .net domain name base ended the year at 172.7 million registrations, a 0.6 percent decrease, with a net decrease of 1.2 million registrations in the fourth quarter. The final .com and .net renewal rate for the third quarter of 2023 was 73.5 percent, versus 73.7 percent a year earlier. The company also announced that the annual registry-level wholesale fee for each new and renewal .com registration will rise from $9.59 to $10.26, effective September 1, 2024.

Feb 8, 2024 8-K

Verisign 8-K Report, Material Agreement (Dec 8, 2023)

On December 6, 2023, VeriSign, Inc. entered into a new Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and a group of lenders. The agreement provides a $200 million committed unsecured revolving credit facility, under which the Company and certain designated subsidiaries may borrow in U.S. dollars and certain specified alternative currencies. The facility includes sublimits of $35 million for standby letters of credit, $50 million for swingline loans, and $50 million for alternative-currency loans. The full amount is undrawn as of the filing date. Borrowings may be used for working capital, acquisitions, stock repurchases, capital expenditures, and general corporate purposes. The new facility replaced the Credit Agreement dated December 12, 2019, which the Company terminated in full on December 6, 2023. The filing states that no material early termination penalties were incurred. Certain lenders under the terminated agreement are also lenders under the new one. The facility matures on December 6, 2028, with up to two one-year extensions available subject to lender approval. The Company may request up to $150 million in discretionary commitment increases. The agreement carries a financial covenant that the Leverage Ratio not exceed 4.00 to 1.00, which may be increased to 4.50 to 1.00 for four quarters following an acquisition of $500 million or more, no more than twice over the term. Pricing depends on the Leverage Ratio and the company's Moody's, S&P and Fitch ratings. The filing also describes customary affirmative and negative covenants and events of default, including a change of control event of default.

Dec 8, 2023 8-K

Verisign 8-K Report, Financial Results (Oct 26, 2023)

VeriSign, Inc. (NASDAQ: VRSN) reported third quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K, filed October 26, 2023. Revenue was $376 million, up 5.4 percent from the same quarter of 2022. Operating income rose to $254 million from $237 million, and net income was $188 million, or diluted EPS of $1.83, compared with $169 million and $1.58 a year earlier. Management cited a long-term strategy of value creation and returns to shareholders through responsible expense management and efficient capital allocation. On the balance sheet, cash, cash equivalents and marketable securities totaled $943 million at September 30, 2023, down $37 million from year-end 2022. Operating cash flow was $245 million in the third quarter, versus $262 million a year earlier. During the quarter the company repurchased 1.1 million shares for $220 million, leaving $1.34 billion available under its share repurchase program, which has no expiration. Stockholders' deficit was $(1,633.4) million at quarter end. Operationally, the .com and .net domain name base ended the quarter at 173.9 million registrations, a 0.1 percent decrease from a year earlier and a net decrease of 0.5 million domains during the quarter. The company processed 9.9 million new registrations, the same as the prior-year quarter. The final .com and .net renewal rate for the second quarter of 2023 was 73.4 percent, compared with 73.8 percent a year earlier.

Oct 26, 2023 8-K

Material AgreementsExhibits & Filings

Verisign 8-K Report, Financial Results (Jul 27, 2023)

VeriSign, Inc. (NASDAQ: VRSN) reported second quarter 2023 results on July 27, 2023, with revenue of $372 million, up 5.7 percent from the same quarter of 2022, and operating income of $249 million compared with $236 million a year earlier. Net income was $186 million and diluted earnings per share were $1.79, versus $167 million and $1.54 in the second quarter of 2022. For the six months ended June 30, 2023, revenues were $736.4 million and net cash provided by operating activities was $404.3 million. The company's Board of Directors authorized an additional repurchase of approximately $1.14 billion of common stock, which, together with roughly $356 million remaining under the program, brings total available repurchase authorization to $1.5 billion. The program has no expiration date. During the second quarter, VeriSign repurchased 1.0 million shares for an aggregate $220 million. Outstanding shares were 103.4 million at June 30, 2023, down from 105.3 million at December 31, 2022. Operationally, the .com and .net domain name base ended the quarter at 174.4 million registrations, a net decrease of 0.32 million during the quarter. The company also announced the renewal of the .net Registry Agreement with ICANN through June 30, 2029, and will raise the annual wholesale fee for each new and renewal .net registration from $9.92 to $10.91 effective February 1, 2024. Stockholders' deficit was $1.62 billion at June 30, 2023.

Jul 27, 2023 8-K

Verisign 8-K Report, Material Agreement (Jun 30, 2023)

VeriSign, Inc. (VRSN) reported in this Form 8-K filed June 30, 2023 that it entered into a renewal of the .net Registry Agreement with the Internet Corporation for Assigned Names and Numbers (ICANN) on June 29, 2023. The renewal runs through June 30, 2029, and the filing states it carries no changes to the material terms of the 2017 agreement it replaces. The agreement keeps the same six-year term, service levels, termination and renewal terms, and pricing provisions. Under those pricing provisions, VeriSign may raise the price of a .net domain name registration by up to ten percent in each calendar year of the term, upon proper notice. The company also keeps its obligation to collect a $0.75 fee on ICANN's behalf for each .net domain name. The filing describes the agreement as a continuation of existing terms rather than a new commercial arrangement. The full agreement is filed as Exhibit 10.1 and is incorporated by reference into the filing.

Jun 30, 2023 8-K

Shareholder Matters

Verisign 8-K Report, Shareholder Vote Results (May 25, 2023)

VeriSign, Inc. held its 2023 Annual Meeting of Stockholders on May 25, 2023, and filed this Form 8-K under Item 5.07 to report the voting results on five proposals. Stockholders elected all eight director nominees, including D. James Bidzos, Courtney D. Armstrong, Yehuda Ari Buchalter, Kathleen A. Cote, Thomas F. Frist III, Jamie S. Gorelick, Roger H. Moore, and Timothy Tomlinson, each to serve until the next annual meeting. Each nominee received substantially more votes For than Against, though Cote, Moore, and Tomlinson drew noticeably higher Against counts than the other nominees. Stockholders approved, on a non-binding advisory basis, the company's executive compensation, with 83,588,607 votes For and 4,687,434 Against. Stockholders also favored holding the say-on-pay vote every year, with 86,782,983 votes for a One Year frequency, compared with 1,682,732 for Three Years and 13,573 for Two Years. Stockholders ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2023, with 88,245,673 votes For and 5,481,975 Against. A stockholder proposal requesting an independent chair policy was not approved, receiving 25,606,453 For and 62,850,533 Against. For investors, the filing shows broad support for management's slate, executive pay, and the auditor, with the annual say-on-pay frequency being the clearest preference expressed by stockholders.

May 25, 2023 8-K

Regulation FDExhibits & Filings

Verisign 8-K Report, Regulation FD Disclosure (May 16, 2023)

VeriSign, Inc. furnished a blog post dated May 16, 2023 under Item 7.01 (Regulation FD Disclosure), attached as Exhibit 99.1. The post, written by Kirk Salzmann, addresses possible impacts from procedural maneuvering by Altanovo Domains Limited (formerly Afilias), a losing bidder in the 2016 .web auction. It follows the May 2 posting of an ICANN Board decision, from its April 30 meeting, finding that Nu Dotco LLC (NDC) did not violate the Guidebook or the Auction Rules and directing ICANN to continue processing NDC's .web application. The post states that less than 24 hours after that decision, Altanovo initiated a second ICANN Cooperative Engagement Process (CEP), which pauses further ICANN actions while pending and can lead to an Independent Review Process (IRP). The company characterizes the filing as delay for delay's sake and an abuse of process that threatens the multistakeholder process and the rights of NDC and Verisign. The post also notes the Board's finding that these disputes have delayed the .web delegation for more than six years and have cost each party, including ICANN, millions of dollars in legal fees. The filing itself reports no financial results, guidance, or quantified financial impact. For investors, it is a disclosure about the timing risk of the .web launch, which the company's commentary describes as at risk of further delay.

May 16, 2023 8-K

Regulation FDExhibits & Filings

Verisign 8-K Report, Regulation FD Disclosure (May 3, 2023)

VeriSign, Inc. (NASDAQ: VRSN) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a May 3, 2023 press release responding to the ICANN Board of Directors' decision on the .web auction. The company states that the ICANN Board completed its review of the Independent Review Process Panel's Final Declaration and concluded that Verisign's participation with Nu Dot Co LLC (NDC) in the 2016 .web auction was appropriate and within ICANN's policies and guidelines, and that ICANN should proceed in processing NDC's application for .web. Verisign said it looks forward to NDC's execution of the .web Registry Agreement and submission to ICANN of a request to assign that agreement to Verisign. The company also stated that its 2023 financial guidance, given on its April 27 earnings call, does not currently reflect the potential launch of .web, and that any changes to guidance will be publicly disclosed. The press release's forward-looking statements cite risks including the uncertainty of the delegation of .web and whether the company will be able to launch .web in 2023. The information in the filing is furnished rather than filed for purposes of Section 18 of the Exchange Act.

May 3, 2023 8-K

Verisign 8-K Report, Financial Results (Apr 27, 2023)

VeriSign, Inc. (NASDAQ: VRSN) reported first quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K, filed April 27, 2023. Revenue was $364 million, up 5.1 percent from the first quarter of 2022. Operating income rose to $241 million from $225 million, net income was $179 million versus $158 million, and diluted EPS was $1.70 compared with $1.43 a year earlier. Cash flow from operations was $259 million, compared with $207 million in the prior-year quarter. Cash, cash equivalents and marketable securities ended the quarter at $1.02 billion, up $35 million from year-end 2022. Deferred revenues totaled $1.26 billion, an increase of $42 million from year-end 2022. The company repurchased 1.1 million shares for $220 million in the quarter and had $639 million remaining under its share repurchase program, which has no expiration. Operationally, the .com and .net domain name base reached 174.8 million registrations, a 0.1 percent increase year over year, with a net addition of 1.0 million domains in the quarter. The final renewal rate for the fourth quarter of 2022 was 73.3 percent, compared with 74.8 percent for the same quarter of 2021. Stockholders' deficit widened to $1.59 billion at March 31, 2023, from $1.56 billion at December 31, 2022, as share repurchases reduced additional paid-in capital.

Apr 27, 2023 8-K

Verisign 8-K Report, Financial Results (Feb 9, 2023)

VeriSign, Inc. (NASDAQ: VRSN) reported fourth-quarter and full-year 2022 results on February 9, 2023. For Q4 2022, revenue was $369 million, up 8.5 percent from the same quarter in 2021; operating margin was 66.5 percent (vs. 65.3 percent); net income was $179 million and diluted EPS was $1.70, compared with net income of $330 million and diluted EPS of $2.97 in Q4 2021, which included a $165.5 million deferred income tax benefit. For full-year 2022, revenue was $1.42 billion, up 7.3 percent; operating margin was 66.2 percent (vs. 65.3 percent); net income was $674 million and diluted EPS was $6.24, versus $785 million and $7.00 in 2021. Cash flow from operations was $831 million for 2022 (vs. $807 million in 2021), and the company ended 2022 with $980 million in cash, cash equivalents and marketable securities, a $225 million decrease from year-end 2021. The company repurchased 5.5 million shares for $1.03 billion during 2022 and had $859 million remaining under its repurchase program, which has no expiration date. Deferred revenues reached $1.22 billion, up $66 million. The filing also discloses non-guarantor subsidiary information required under its senior notes indentures, including Adjusted EBITDA of $324.4 million for those subsidiaries (30.6 percent of consolidated Adjusted EBITDA). Consolidated non-GAAP Adjusted EBITDA for 2022 was $1,060.8 million. The company's .com and .net domain name base ended Q4 2022 at 173.8 million registrations, and it announced that the annual registry-level wholesale fee for each new and renewal .com registration will rise from $8.97 to $9.59 effective September 1, 2023.

Feb 9, 2023 8-K

Verisign 8-K Report, Financial Results (Oct 27, 2022)

VeriSign, Inc. (NASDAQ: VRSN) reported third-quarter 2022 results on October 27, 2022. Revenue was $357 million, up 6.8 percent from the same quarter of 2021. Net income was $169 million and diluted EPS was $1.58, compared with net income of $157 million and diluted EPS of $1.40 a year earlier. The operating margin was 66.3 percent versus 66.2 percent in the prior-year quarter. Operating cash flow for the quarter was $262 million, compared with $260 million a year earlier. On the business side, the .com and .net domain name base reached 174.2 million registrations at the end of the third quarter, a 1.2 percent increase from a year earlier, though the base declined by a net 0.16 million domains during the quarter. New registrations processed in the quarter were 9.9 million, down from 10.7 million in the third quarter of 2021. The final .com and .net renewal rate for the second quarter of 2022 was 73.8 percent, compared with 75.4 percent a year earlier. Capital allocation was a key focus. The company repurchased 1.5 million shares for $275 million in the quarter, and its Board authorized an additional approximately $803 million of repurchases effective October 27, 2022. Together with the roughly $197 million remaining, this brings total authorization to $1.0 billion under a program with no expiration date. Cash, cash equivalents and marketable securities stood at $980 million at September 30, 2022, down $226 million from year-end 2021, and the balance sheet showed a total stockholders' deficit of $1,542.4 million.

Oct 27, 2022 8-K

Verisign 8-K Report, Financial Results (Jul 28, 2022)

VeriSign, Inc. (NASDAQ: VRSN) reported second quarter 2022 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $352 million, up 6.8 percent from the second quarter of 2021. Net income was $167 million and diluted EPS was $1.54, compared with net income of $148 million and diluted EPS of $1.31 a year earlier. The operating margin was 67.1 percent versus 64.7 percent in the prior-year quarter. Cash flow from operations was $145 million for the quarter, compared with $143 million a year earlier. The company ended the quarter with cash, cash equivalents and marketable securities of $997 million, down $209 million from year-end 2021. During the quarter Verisign repurchased 2.0 million shares for $349 million, leaving $543 million available under its share repurchase program, which has no expiration date. Deferred revenues totaled $1.18 billion at June 30, 2022. The stockholders' deficit widened to $1,455.0 million from $1,260.5 million at year-end 2021. On the business side, the .com and .net domain name base reached 174.3 million registrations, a 2.2 percent increase year over year, though it declined by a net 0.35 million during the quarter. New registrations were 10.1 million, versus 11.7 million a year earlier. The company also announced that the registry-level wholesale fee for each new and renewal .net registration will rise from $9.02 to $9.92, effective February 1, 2023.

Jul 28, 2022 8-K

Shareholder Matters

Verisign 8-K Report, Shareholder Vote Results (May 26, 2022)

On May 26, 2022, VeriSign, Inc. held its 2022 Annual Meeting of Stockholders, where shareholders voted on four proposals. Stockholders elected all eight director nominees listed in the filing, including D. James Bidzos, Courtney D. Armstrong, Yehuda Ari Buchalter, Kathleen A. Cote, Thomas F. Frist III, Jamie S. Gorelick, Roger H. Moore, and Timothy Tomlinson, each to serve until the next annual meeting. Each nominee's term runs until a successor is elected and qualified or until earlier resignation or removal. Stockholders approved, on a non-binding advisory basis, the company's executive compensation, with 91,911,166 votes for and 4,447,407 against. They also ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2022, with 95,430,553 votes for and 4,750,710 against. Stockholders did not approve a stockholder proposal asking the Board to remove the one-year holding requirement for stock counted toward the 10% ownership threshold needed to call a special stockholder meeting. The proposal received 2,799,037 votes for and 93,546,523 against.

May 26, 2022 8-K

Verisign 8-K Report, Financial Results (Apr 28, 2022)

VeriSign, Inc. filed this Form 8-K on April 28, 2022 under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release, Exhibit 99.1, reporting results for the fiscal quarter ended March 31, 2022. The company reported first-quarter revenue of $347 million, up 7.2 percent from the same quarter of 2021, net income of $158 million, and diluted EPS of $1.43, compared with net income of $150 million and diluted EPS of $1.33 a year earlier. The operating margin was 64.8 percent versus 65.0 percent in the prior-year quarter. On the business side, the .com and .net domain name base reached 174.7 million registrations, a 4.0 percent increase from the end of the first quarter of 2021 and a net increase of 1.23 million during the quarter. New domain registrations processed for .com and .net were 10.2 million, down from 11.6 million in the first quarter of 2021. The final renewal rate for the fourth quarter of 2021 was 74.8 percent, compared with 73.5 percent for the same quarter of 2020. From a capital perspective, cash flow from operations was $207 million, versus $198 million a year earlier. Verisign repurchased 0.9 million shares for $196 million during the quarter and had $893 million remaining under its share repurchase program, which has no expiration date. Cash, cash equivalents and marketable securities totaled $1.21 billion, and deferred revenues were $1.18 billion. The balance sheet still shows a total stockholders' deficit of $1,285.1 million at March 31, 2022.

Apr 28, 2022 8-K

Verisign 8-K Report, Financial Results (Feb 10, 2022)

VeriSign, Inc. (NASDAQ: VRSN) reported fourth-quarter and full-year 2021 results on February 10, 2022. Fourth-quarter revenue was $340 million, up 6.3 percent from the same quarter in 2020, and net income was $330 million, or $2.97 diluted EPS, versus $157 million and $1.38 a year earlier. The filing notes that fourth-quarter net income included a $165.5 million deferred income tax benefit from the transfer of certain non-US intellectual property between subsidiaries, which increased diluted EPS by $1.49. For full-year 2021, revenue was $1.33 billion, up 4.9 percent, and net income was $785 million, or $7.00 diluted EPS, compared with $815 million and $7.07 in 2020. The operating margin was 65.3 percent for 2021 versus 65.2 percent in 2020. Cash flow from operations was $807 million for 2021 compared with $730 million in 2020, and year-end cash, cash equivalents and marketable securities were $1.21 billion. Deferred revenues totaled $1.15 billion at December 31, 2021. The company repurchased $700 million of common stock during 2021. Effective February 10, 2022, the Board authorized an additional approximately $705 million of repurchases, bringing total available authorization to $1.0 billion under a program with no expiration date. Business metrics showed 173.4 million .com and .net domain name registrations at the end of 2021, a 5.0 percent increase year over year. The company will raise the annual registry-level wholesale fee for each new and renewal .com registration from $8.39 to $8.97, effective September 1, 2022. The filing also includes non-guarantor subsidiary disclosures required under its senior notes indentures, showing $295.9 million of Adjusted EBITDA for these subsidiaries, or 30.5 percent of consolidated Adjusted EBITDA of $968.9 million.

Feb 10, 2022 8-K

Regulation FD

Verisign 8-K Report, Regulation FD Disclosure (Jan 11, 2022)

VeriSign, Inc. filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce the death of Louis A. Simpson, age 85, the Company's Lead Independent Director. The filing states that Mr. Simpson passed away on Saturday, January 8, 2022, after a lengthy illness, and the announcement was made on January 11, 2022. According to the filing, Chief Executive Officer and Executive Chairman Jim Bidzos said Mr. Simpson's Board service spanned three decades and helped guide the Company to where it is today, and extended the Company's sincere condolences to his family. The filing does not disclose any financial results, guidance, or operational metrics, and does not describe any succession arrangements for the Lead Independent Director role. For investors, the disclosure is principally a governance event: the loss of the Board's Lead Independent Director. The filing contains no quantitative financial information.

Jan 11, 2022 8-K

Verisign 8-K Report, Financial Results (Oct 28, 2021)

VeriSign, Inc. (NASDAQ: VRSN) filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release reporting results for the fiscal quarter ended September 30, 2021. For the third quarter of 2021, the company reported revenue of $334 million, up 5.1 percent from the same quarter in 2020, net income of $157 million, and diluted EPS of $1.40, compared with net income of $171 million and diluted EPS of $1.49 a year earlier. The operating margin was 66.2 percent versus 65.0 percent in the prior-year quarter. The prior-year period included a $24 million income tax benefit from remeasurement of uncertain tax positions that increased diluted EPS by $0.21, so the year-over-year decline in net income and EPS reflects that benefit comparison. Operating results were supported by a business base of 172.1 million .com and .net domain name registrations at quarter end, a 5.1 percent increase from the end of the third quarter of 2020, with a net increase of 1.48 million during the quarter. Cash flow from operating activities was $260 million in the quarter, compared with $140 million a year earlier. Cash, cash equivalents and marketable securities totaled $1.20 billion, and deferred revenues were $1.16 billion. The company repurchased 0.8 million shares for $172 million in the quarter and had $565 million remaining under its repurchase program, which has no expiration date. The balance sheet shows a stockholders' deficit of $1.42 billion at September 30, 2021, with senior notes of $1.79 billion. For the nine months ended September 30, 2021, the filing shows revenue of $987 million and net income of $455 million, and the company repaid $750 million of borrowings while receiving $741 million from a senior note issuance, net of issuance costs. The filing states that the press release is furnished and not deemed filed under Section 18 of the Exchange Act.

Oct 28, 2021 8-K

Verisign 8-K Report, Financial Results (Jul 22, 2021)

VeriSign, Inc. (NASDAQ: VRSN) reported second-quarter 2021 results on July 22, 2021, as disclosed under Item 2.02 of this Form 8-K and attached press release (Exhibit 99.1). Revenue was $329 million, up 4.8 percent from the same quarter in 2020. Net income was $148 million and diluted EPS was $1.31, compared with net income of $152 million and diluted EPS of $1.32 in the second quarter of 2020. The operating margin was 64.7 percent, versus 65.8 percent a year earlier. Operating income was $212,979 thousand for the quarter, compared with $206,780 thousand in the prior-year quarter. On the balance sheet and capital allocation side, VeriSign issued $750 million of 2.700% Senior Notes due 2031 on June 8, 2021, and used the proceeds with cash on hand to redeem all $750 million of its 4.625% Senior Notes due 2023 on June 23, 2021, recognizing a $2.1 million loss on debt extinguishment. The company repurchased 0.8 million shares for $172 million during the quarter and had $737 million remaining under its share repurchase program, which has no expiration date. Cash, cash equivalents and marketable securities ended the quarter at $1.12 billion, down $44 million from year-end 2020. Operating cash flow was $143 million in the quarter, compared with $215 million in the second quarter of 2020. Operationally, the .com and .net domain name base reached 170.6 million registrations, a 5.2 percent increase from the end of the second quarter of 2020, with a net increase of 2.59 million during the quarter. New registrations processed were 11.7 million, compared with 11.1 million a year earlier. The final renewal rate for the first quarter of 2021 was 76.0 percent, compared with 75.4 percent a year earlier. The company also noted it had marked 24 years of 100% availability in the .com/.net domain name resolution system.

Jul 22, 2021 8-K