01—Abstract
Summary
Summary of the 8-K filed June 26, 2026. Cited figures are marked; the original filing is the authoritative source.
VeriSign, Inc. filed this Form 8-K to report the completion, on June 26, 2026, of a registered offering of $550 milliona 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%b 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%c 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%d 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.
02—Key points
Key Highlights
- Completed a registered offering of $550 million aggregate principal amount of 5.100% Senior Notes due 2031 on June 26, 2026.
- Notes mature July 15, 2031, with semi-annual interest payments on January 15 and July 15 beginning January 15, 2027.
- Notes are senior unsecured obligations, ranking equally with all other senior indebtedness of the company.
- Indenture covenants restrict liens, sale and leaseback transactions, and mergers or sales of all or substantially all assets, subject to stated exceptions.
- Change of control repurchase event requires an offer to repurchase the Notes at 101% of principal plus accrued and unpaid interest.
- Optional redemption before June 15, 2031 at a make-whole premium; on or after June 15, 2031 at 100% of principal plus accrued interest.
- Issued under a Form S-3 registration statement (No. 333-285483) and a Rule 424(b) prospectus supplement dated June 18, 2026.
03—Questions
Frequently Asked Questions
How much debt did VeriSign issue and on what terms?
VeriSign issued $550 million aggregate principal amount of 5.100% Senior Notes due July 15, 2031. Interest is payable semi-annually in cash on January 15 and July 15, beginning January 15, 2027.
How do the Notes rank relative to other company debt?
The Notes are senior unsecured obligations. They rank equally in right of payment with all other senior indebtedness of the company and senior to any future indebtedness expressly subordinated to the Notes.
Can VeriSign redeem the Notes early?
Yes. Before June 15, 2031, the company may redeem some or all of the Notes at a make-whole premium described in the Indenture. On or after June 15, 2031, it may redeem them at 100% of principal plus accrued and unpaid interest.
What protections do noteholders have if control of the company changes?
Upon a change of control repurchase event, the company is required to offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest.
What restrictions does the Indenture place on the company?
The Indenture restricts the company and certain subsidiaries from creating or assuming liens and entering into sale and leaseback transactions. It also restricts mergers or consolidations and the sale, lease, or transfer of all or substantially all property and assets, subject to stated qualifications and exceptions.
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