10-K – 2026-02-05 – vrsn-20251231.htm

of assets to be held and used is measured by a comparison of the carrying amount of an asset, or asset group, to estimated undiscounted future cash flows expected to be generated by the asset, or asset group. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value.
As of December 31, 2025, the Company’s assets include a deposit related to the purchase of the contractual rights to the . web gTLD. The amount paid to date has been recorded as a deposit until such time that the contractual rights are transferred to the Company. This asset would be tested for recoverability if the Company were to determine that it is no longer probable that the rights will be transferred. At the time of the transfer of the contractual rights, the Company will record the amount as an indefinite-lived intangible asset subject to review for impairment on an annual basis or more frequently if events or changes in circumstances indicate that an impairment is more likely than not.
Foreign Currency Remeasurement
 
Verisign conducts business in several different countries and transacts in multiple currencies. The functional currency for all of Verisign’s international subsidiaries is the U.S. dollar. The Company’s subsidiaries’ financial statements are remeasured into U.S. dollars using a combination of current and historical exchange rates and any remeasurement gains and losses are included in Non-operating income, net. The Company recognized net remeasurement gains of $ 14.7  million in 2023. Net remeasurement gains and losses were not significant in 2025 and 2024.
Verisign maintains a foreign currency risk management program designed to mitigate foreign exchange risks associated with the monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. The primary objective of this program is to minimize the gains and losses resulting from fluctuations in exchange rates. The Company does not enter into foreign currency transactions for trading or speculative purposes, nor does it hedge foreign currency exposures in a manner that entirely offsets the effects of changes in exchange rates. The program may entail the use of forward or option contracts, which are derivatives and are recorded at fair market value. The Company records gains and losses on foreign currency forward contracts in Non-operating income, net. The Company recognized a $ 9.8  million loss related to foreign currency forward contracts in 2023. Gains and losses related to foreign currency forward contracts were not significant in 2025 and 2024.
As of December 31, 2025, Verisign held foreign currency forward contracts in notional amounts totaling $ 67.7 million to mitigate the impact of exchange rate fluctuations associated with certain assets and liabilities held in foreign currencies.
Revenue Recognition
Revenues are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues primarily arise from fixed fees charged to registrars for the initial registration or renewal of  .com ,  .net ,   and other domain names. Individual customers, called registrants, contract directly with registrars or their resellers, and the registrars, who are our direct customers, in turn register the domain names with Verisign. Fees for domain name registrations and renewals are generally due at the time of registration or renewal. Domain name registration terms range from one year up to ten years.
Most customers either maintain a deposit with Verisign or provide an irrevocable letter of credit in excess of the amounts owed. Verisign also offers promotional incentive-based discount programs to its registrars based upon market conditions and the business environment in which the registrars operate. Amounts payable for these programs are recorded as a reduction of revenue.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Each domain name registration or renewal is considered a separate optional purchase and represents a single performance obligation, which is to allow its registration and maintain that registration (by allowing updates, DNS resolution and Whois and Registration Data Access Protocol services, which allow users to find information about registered domain names) through the registration term. These services are provided continuously throughout each registration term, and as such, revenues from the initial registration or renewal of domain names are deferred and recognized ratably over the registration term. Fees for renewals and advance extensions to the existing term are deferred until the new incremental period commences. These fees are then recognized ratably over the renewal or extension term.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Costs Incurred to Obtain a Contract
The Company recognizes the fees payable to ICANN for each annual term of domain name registrations and renewals as an asset, which is amortized on a straight-line basis over the related registration term. These assets are included in Other current assets and Other long-term assets.
Income Taxes
Verisign uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred tax assets to an amount whose realization is more likely than not. The Company does not consider various minimum taxes imposed in certain jurisdictions for purposes of evaluating whether a deferred tax asset will be realized. For every tax-paying component and within each tax jurisdiction, all deferred tax liabilities and assets are offset and presented as a single net noncurrent asset or liability.
The Company recognizes the U.S. income tax effect of future global intangible low-taxed income inclusions in the period in which they arise.
The Company’s income taxes payable are reduced by the tax benefits from restricted stock unit (“RSU”) vestings equal to the fair market value of the stock at the vesting date. If the income tax benefit at the vesting date differs from the income tax benefit recorded based on the grant date fair value of the RSUs, the excess or shortfall of the tax benefit is recognized within income tax expense.
Verisign operates in multiple tax jurisdictions in the United States and internationally. Tax laws and regulations in these jurisdictions are complex, interrelated, and periodically changing. Significant judgment or interpretation of these laws and regulations is often required in determining the Company’s worldwide provision for income taxes, including, for example, the calculations of taxable income in each jurisdiction, deferred taxes, and the availability and amount of deductions and tax credits. The final taxes payable are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from various tax examinations. The Company only recognizes tax positions taken or expected to be taken on its tax returns that are more likely than not to be sustained upon examination, and records a tax benefit amount that is more likely than not to be realized upon ultimate settlement with the taxing authority. The Company adjusts its estimate of unrecognized tax benefits in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in an outcome that is materially different from the estimate. See Note 11, “Income Taxes,” for details of the changes to the Company’s unrecognized tax benefits for the periods presented.
Stock-based Compensation
The Company’s stock-based compensation consists of RSUs granted to employees and the employee stock purchase plan (“ESPP”). Stock-based compensation expense is typically recognized ratably over the requisite service period. Forfeitures of stock-based awards are recognized as they occur. As substantially all of the RSUs granted by the Company are routine annual grants, none of the awards are designed to be spring-loaded, and as such, the Company does not adjust the market price of its common stock when estimating the grant-date fair value of these awards. The Company also grants RSUs which include performance conditions, and in some cases market conditions, to certain executives. The expense for these performance-based RSUs is recognized based on the probable outcome of the performance conditions. The expense recognized for awards with market conditions is based on the grant date fair value of the awards including the impact of the market conditions, using a Monte Carlo simulation model. The Company uses the Black-Scholes option pricing model to determine the fair value of its ESPP offerings. The determination of the fair value of stock-based payment awards using the Monte Carlo simulation model or the Black-Scholes option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables.
Earnings per Share
The Company computes basic earnings per share by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share gives effect to dilutive potential common shares, including unvested RSUs and ESPP offerings, using the treasury stock method.
 
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Fair Value of Financial Instruments
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
 
• Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
• Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
Legal Proceedings
Verisign is involved in various investigations, claims and lawsuits arising in the normal conduct of its business, none of which, in its opinion, will have a material adverse effect on its financial condition, results of operations, or cash flows. The Company can provide no assurance that it will prevail in any litigation. Regardless of the outcome, any litigation may require the Company to incur significant litigation expense and may result in significant diversion of management attention.
While certain legal proceedings and related indemnification obligations to which the Company is a party specify the amounts claimed, such claims may not represent reasonably possible losses. Given the inherent uncertainties of the litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The required accrual may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. The Company does not believe that any such matter currently being reviewed will have a material adverse effect on its financial condition, results of operations, or cash flows.
Adoption of New Accounting Standards
The Company adopted Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This guidance has been applied prospectively. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements. Refer to Note 11, “Income Taxes,” for income tax disclosures.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires additional disclosure of certain costs and expenses within the notes to the financial statements. This guidance will be effective for our 2027 Form 10-K. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which clarifies and modernizes certain aspects of the accounting for and disclosure of internal-use software costs. The ASU does not change what types of costs are capitalized or when internal-use software cost capitalization ceases. This guidance will be effective for the Company in 2028. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Note 2.  Financial Instruments
Cash, Cash Equivalents, and Marketable Securities
The following table summarizes the Company’s cash, cash equivalents, and marketable securities and the fair value categorization of the financial instruments measured at fair value on a recurring basis:

As of December 31,
2025 2024
  (In millions)
Cash $ 18.5   $ 21.7  
Time deposits 1.9   1.8  
Money market funds (Level 1) 243.3   188.6  
Debt securities issued by the U.S. Treasury (Level 1) 318.4   393.2  
Total $ 582.1   $ 605.3  

Cash and cash equivalents $ 307.9   $ 206.7  
Restricted cash (included in Other long-term assets) 1.6   5.4  
Total Cash, cash equivalents, and restricted cash 309.5   212.1  
Marketable securities 272.6   393.2  
Total $ 582.1   $ 605.3  

The gross and net unrealized gains and losses included in the fair value of the debt securities were not significant for the periods presented. All of the debt securities held as of December 31, 2025 are scheduled to mature in less than one year.
Fair Value Measurements
The fair value of the Company’s investments in money market funds approximates their face value. Such instruments are included in Cash and cash equivalents. The fair value of the debt securities consisting of U.S. Treasury bills is based on their quoted market prices. Debt securities purchased with original maturities in excess of three months are included in Marketable securities. The fair value of the Company’s foreign currency forward contracts is based on foreign currency rates quoted by banks or foreign currency dealers and other public data sources. The fair value of all of these financial instruments are classified as Level 1 in the fair value hierarchy.
As of December 31, 2025, the Company’s other financial instruments include cash, accounts receivable, restricted cash, and accounts payable whose carrying values approximated their face values. The aggregate fair value of the Company’s senior notes is $ 1.75  billion and $ 1.69  billion as of December 31, 2025 and 2024, respectively. The fair values of these debt instruments are based on available market information from public data sources and are classified as Level 2.

Note 3. Selected Balance Sheet Items
Other Current Assets
Other current assets consist of the following:  

As of December 31,
2025 2024
  (In millions)
Prepaid expenses $ 28.1   $ 30.8  
Prepaid registry fees 26.6   24.3  
Accounts receivable, net 7.7   5.6  
Taxes receivable 7.2   2.2  
Other 2.4   1.0  
Total other current assets $ 72.0   $ 63.9  

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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Property and Equipment, Net
The following table presents the detail of property and equipment, net:

As of December 31,
2025 2024
  (In millions)
Computer equipment and software $ 425.4   $ 418.7  
Buildings and building improvements 266.7   264.8  
Land 37.9   37.9  
Office equipment and furniture 11.8   11.1  
Capital work in progress 12.4   16.9  
Leasehold improvements 1.7   1.6  
Total cost 755.9   751.0  
Less: accumulated depreciation ( 542.2 ) ( 526.5 )
Total property and equipment, net $ 213.7   $ 224.5  

Substantially all of the Company’s property and equipment were held in the U.S. for both periods presented.
Goodwill
The following table presents the detail of goodwill:

As of December 31,
2025 2024
  (In millions)
Goodwill, gross $ 1,537.8   $ 1,537.8  
Accumulated goodwill impairment ( 1,485.3 ) ( 1,485.3 )
Total goodwill $ 52.5   $ 52.5  

There was no impairment of goodwill or other long-lived assets recognized in any of the periods presented.
Deposits to Acquire Intangible Assets
The Company’s Deposits to acquire intangible assets represents the $ 145.2 million paid for the future assignment to the Company of contractual rights to the .web  gTLD, pending resolution of objections by other applicants, and approval from ICANN.
Other Long-Term Assets
Other long-term assets consist of the following:  

As of December 31,
2025 2024
(In millions)
Operating lease right-of-use asset $ 9.8   $ 9.3  
Long-term prepaid registry fees 8.4   8.2  
Long-term prepaid expenses 6.5   13.5  
Restricted cash 1.6   5.4  
Other 2.5   3.0  
Total other long-term assets $ 28.8   $ 39.4  

The prepaid registry fees in the tables above primarily relate to the fees the Company pays to ICANN for each annual term of . com domain name registrations and renewals which are deferred and amortized over the domain name registration term. The amount of prepaid registry fees as of December 31, 2025 reflects amortization of $ 42.0 million during 2025 which was recorded in Cost of Revenues.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:  

As of December 31,
2025 2024
  (In millions)
Accounts payable and accrued expenses $ 13.8   $ 10.6  
Customer deposits 92.6   64.6  
Accrued employee compensation 77.2   66.9  
Taxes payable 64.0   65.8  
Interest payable 15.1   19.5  
Accrued registry fees 13.4   12.6  
Customer incentives payable 13.2   8.9  
Current operating lease liabilities 5.8   5.2  
Other accrued liabilities 2.9   3.7  
Total accounts payable and accrued liabilities $ 298.0   $ 257.8  

Customer deposits varies from period to period due to the timing of payments from certain large customers. Accrued employee compensation primarily consists of liabilities for employee leave, salaries, payroll taxes, employee contributions to the employee stock purchase plan, and incentive compensation.
Long-term Tax and Other Liabilities
Long-term tax and other liabilities consist of the following:  

As of December 31,
2025 2024
(In millions)
Long-term tax liabilities $ 5.4   $ 6.1  
Long-term operating lease liabilities 4.0   4.0  
Long-term tax and other liabilities $ 9.4   $ 10.1  

Note 4. Debt
Senior Notes
The following table summarizes information related to our senior notes:

Issuance Date Maturity Date Interest Rate Principal
As of December 31,
2025 2024
(in millions except interest rates)
Senior notes due 2025
March 27, 2015 April 1, 2025 5.25   % $ —   $ 500.0  
Senior notes due 2027
July 5, 2017 July 15, 2027 4.75   % 550.0   550.0  
Senior notes due 2031
June 8, 2021 June 15, 2031 2.70   % 750.0   750.0  
Senior notes due 2032 March 11, 2025 June 1, 2032 5.25   % 500.0   —  
Less: unamortized issuance costs ( 11.8 ) ( 7.7 )
Total senior notes
1,788.2   1,792.3  
Less: current portion of senior notes due 2025
—   ( 299.8 )
Total long-term senior notes
$ 1,788.2   $ 1,492.5  

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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

On March 11, 2025 , the Company issued $ 500.0  million of 5.25 % senior unsecured notes due June 1, 2032 (“2032 Notes”). The 2032 Notes were issued at 99.581 % of par value. Interest payments on the 2032 Notes commenced June 1, 2025 and are due semi-annually. The total discount and issuance costs of $ 6.7  million are presented on the balance sheet as a reduction of the debt obligation and are being amortized to Interest expense over the 7-year term of the notes.
On March 31, 2025, the Company used the net proceeds from the 2032 Notes and cash on hand to fund the repayment of all of its $ 500.0  million aggregate principal amount of outstanding 5.25 % senior unsecured notes (“2025 Notes”), prior to their maturity on April 1, 2025.
The $ 750.0  million of 2.70 % senior unsecured notes due June 15, 2031 were issued at 99.712 % of par value. The $ 550.0  million of 4.75 % senior unsecured notes due July 15, 2027 were issued at par. All outstanding senior notes are senior unsecured obligations of the Company. Each of the senior notes issuances is redeemable, in whole or in part, at the Company’s option at times and redemption prices specified in the indentures. Interest is payable on each of the senior notes semi-annually. Cash paid for interest was $ 78.7  million in 2025 and $ 72.8  million each in 2024 and 2023.
2023 Credit Facility
On December 6, 2023, the Company entered into a credit agreement for a $ 200.0 million committed unsecured revolving credit facility (the “2023 Credit Facility”) which takes the place of its prior unsecured revolving credit facility. The 2023 Credit Facility includes a financial covenant requiring that the Company’s leverage ratio not exceed  4.0  to 1.0, which may be increased subject to certain conditions defined in the 2023 Credit Facility Agreement. As of December 31, 2025, there were no borrowings outstanding under the 2023 Credit Facility, and the Company was in compliance with the financial covenants. The 2023 Credit Facility expires on December 6, 2028 , at which time any outstanding borrowings are due. Verisign may from time to time request lenders to agree on a discretionary basis to increase the commitment amount by up to an aggregate of $ 150.0 million.

Note 5. Stockholders’ Deficit
Treasury Stock
Treasury stock is accounted for under the cost method. Treasury stock includes shares repurchased under stock repurchase programs and shares withheld in lieu of the tax withholding due upon vesting of RSUs.
Effective July 24, 2025, the Company’s Board of Directors authorized the repurchase of its common stock in the amount of approximately $ 913.1 million, in addition to the $ 586.9 million that remained available for repurchases under the share repurchase program, for a total authorization of up to $ 1.50 billion under the program. The program has no expiration date. Purchases made under the program could be effected through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions. As of December 31, 2025, there was approximately $ 1.08  billion remaining available for repurchases under the program.

The summary of the Company’s common stock repurchases are as follows:

  2025 2024 2023
Shares Average Price Shares Average Price Shares Average Price
  (In millions, except average price amounts)
Total repurchases under the repurchase plans 3.4   $ 252.42   6.6   $ 183.84   4.2   $ 210.28  
Total repurchases for tax withholdings 0.1   $ 247.80   0.1   $ 188.23   0.1   $ 211.29  
Total repurchases 3.5   $ 252.29   6.7   $ 183.90   4.3   $ 210.30  
Total costs $ 881.6   $ 1,225.6   $ 901.4  

Since inception, the Company has repurchased 263.7 million shares of its common stock for an aggregate cost of $ 15.76 billion, which is recorded as a reduction of Additional paid-in capital. The share repurchase and authorization amounts disclosed within this Form 10-K exclude the excise tax on share repurchases.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

The Company initiated a quarterly cash dividend in April 2025. A summary of the Company’s dividend activities for the periods presented is as follows:
Record Date
Payment Date
Dividend Per Share
Total

(In millions, except per share amounts)

May 19, 2025 May 28, 2025 $ 0.77   $ 72.1  
August 19, 2025 August 27, 2025 0.77   72.0  
November 18, 2025 November 25, 2025 0.77   71.1  
$ 2.31   $ 215.2  

The dividends were accounted for as a reduction of Additional paid-in capital. On February 3, 2026, our Board of Directors declared a cash dividend of $ 0.81 per share of the Company’s outstanding common stock to stockholders of record as of the close of business on February 19, 2026, payable on February 27, 2026. The Company intends to continue to pay a cash dividend on a quarterly basis, subject to market conditions and approval by the Company’s Board of Directors.
Accumulated Other Comprehensive Loss
The Accumulated other comprehensive loss balances as of December 31, 2025 and 2024 primarily consists of foreign currency translation adjustment losses. There were no significant changes to accumulated other comprehensive loss balances for the periods presented.

Note 6. Calculation of Earnings per Share
The following table presents the computation of weighted-average shares used in the calculation of basic and diluted earnings per share:

  Year Ended December 31,
  2025 2024 2023
  (In millions)
Weighted-average shares of common stock outstanding 93.5 98.1 103.4
Weighted-average potential shares of common stock outstanding:
Unvested RSUs and ESPP 0.3   0.1   0.1  
Shares used to compute diluted earnings per share 93.8 98.2 103.5

The calculation of diluted weighted average shares outstanding excludes performance-based RSUs granted by the Company for which the relevant performance criteria have not been achieved and any awards that are antidilutive. The number of potential shares excluded from the calculation was not significant in any period presented.

Note 7. Segment Information
The Company has one reportable segment that includes all the operations of the business. The segment’s chief operating decision maker is the Executive Chairman, President, and Chief Executive Officer . The chief operating decision maker assesses performance and decides how to allocate resources based on revenues, operating income and net income as reported on the Consolidated Statement of Comprehensive Income.
Revenues, operating income and net income are used to evaluate budget versus actual results and the overall return generated by the segment assets. The analysis of these financial results, among other metrics, is used to assess performance and drives employee incentive compensation, as well as executive compensation.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

The following table presents information about segment revenues, significant expenses and profits:

Year Ended December 31,
2025 2024 2023
(In millions)
Revenues $ 1,656.6   $ 1,557.4   $ 1,493.1  
Costs and expenses:
Compensation and benefits expenses 244.6   224.7   214.5  
Stock-based compensation expenses 69.7   61.1   59.7  
Equipment and software expenses 50.2   45.6   42.1  
Registry fee expenses 47.8   45.3   44.1  
Depreciation expenses 31.2   36.9   44.1  
Other segment items 92.1   85.6   88.0  
Total costs and expenses 535.6   499.2   492.5  
Operating income 1,121.0   1,058.2   1,000.6  
Interest expense ( 77.0 ) ( 75.3 ) ( 75.3 )
Non-operating income, net 24.5   39.0   51.2  
Income tax expense ( 242.8 ) ( 236.2 ) ( 158.9 )
Net income $ 825.7   $ 785.7   $ 817.6  

Other segment items that are a part of the Company’s segment net income include professional services expenses, legal expenses, telecommunication expenses, marketing expenses, occupancy expenses, and travel expenses.

Note 8. Revenues
The Company generates revenues in the U.S.; Europe, the Middle East and Africa (“EMEA”); Australia, China, Japan, Singapore, and other Asia Pacific countries (“APAC”); and certain other countries, including Canada and Latin American countries.
The following table presents the Company’s revenues disaggregated by geography, based on the billing addresses of our customers:

Year Ended December 31,
2025 2024 2023
(In millions)
U.S $ 1,093.1   $ 1,035.5   $ 994.7  
EMEA 279.4   249.6   228.2  
APAC
184.6   175.7   174.8  
Other 99.5   96.6   95.4  
Total revenues $ 1,656.6   $ 1,557.4   $ 1,493.1  

Revenues in the table above are attributed to the country of domicile and the respective regions in which registrars are located; however, this may differ from the regions where the registrars operate or where registrants are located. Revenues for each region may be impacted by registrars reincorporating, relocating, or from acquisitions or changes in affiliations of resellers. Revenues for each region may also be impacted by registrars domiciled in one region, registering domain names in another region.
Major Customers
The Company’s largest customer accounted for approximately 31 % of revenues in 2025, and approximately 32 % of revenues in 2024 and 2023. The Company does not believe that the loss of this customer would have a material adverse effect on the Company’s business because, in that event, end-users of this customer would transfer to the Company’s other existing customers.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Deferred Revenues
As payment for domain name registrations and renewals are due in advance of the Company’s performance, the Company records these amounts as deferred revenues. The increase in the deferred revenues balance in 2025 was primarily driven by amounts billed in 2025 for domain name registrations and renewals to be recognized as revenues in future periods, offset by refunds for domain name renewals deleted during the 45-day grace period, and $ 934.7 million of revenues recognized that were included in the deferred revenues balance at December 31, 2024. The balance of deferred revenues as of December 31, 2025 represents the Company’s aggregate remaining performance obligations. Amounts included in current deferred revenues are all expected to be recognized in revenues within 12 months, except for a portion of deferred revenues that relates to domain name renewals that are deleted in the 45-day grace period following the transaction. The long-term deferred revenues amounts will be recognized in revenues over several years, and in some cases, up to ten years.

Note 9. Employee Benefits and Stock-based Compensation
401(k) Plan
The Company maintains a defined contribution 401(k) plan (the “401(k) Plan”) for substantially all of its U.S. employees. Under the 401(k) Plan, eligible employees may contribute up to 50 % of their pre-tax salary, subject to the Internal Revenue Service (“IRS”) annual contribution limits. The Company matches 50% of up to the first 8 % of the employee’s annual salary contributed to the plan. The Company contributed $ 6.4 million in 2025, $ 6.0 million in 2024, and $ 5.8 million in 2023 under the 401(k) Plan. The Company can terminate matching contributions at its discretion at any time.
Equity Incentive Plan
The majority of Verisign’s stock-based compensation relates to RSUs granted under the 2006 Equity Incentive Plan (the “2006 Plan”). As of December 31, 2025, a total of 7.0 million shares of common stock remain reserved for issuance upon the vesting of RSUs and for the future grant of equity awards. The 2006 Plan authorizes the award of incentive stock options to employees and non-qualified stock options, restricted stock awards, RSUs, stock bonus awards, stock appreciation rights and performance shares to eligible employees, officers, directors, consultants, independent contractors and advisers. The 2006 Plan is administered by the Compensation Committee which may delegate to a committee of one or more members of the Board or Verisign’s officers the ability to grant certain awards and take certain other actions with respect to participants who are not executive officers or non-employee directors. RSUs are awards covering a specified number of shares of Verisign common stock that may be settled by issuance of those shares (which may be restricted shares). RSUs generally vest over four years. Certain RSUs with performance and market conditions (“PSUs”), granted to the Company’s executives, generally vest over a three-year term. Additionally, the Company has granted fully vested RSUs to members of its Board in each of the last three years. The Compensation Committee may authorize grants with a different vesting schedule in the future.
2007 Employee Stock Purchase Plan
Eligible employees of the Company may purchase common stock under the 2007 Employee Stock Purchase Plan through payroll deductions by electing to have between 2 % and 25 % of their compensation withheld to cover the purchase price. Each participant is granted an option to purchase common stock. This option is automatically exercised on the last day of each six-month purchase period during the offering period. The purchase price for the common stock under the ESPP is 85 % of the lesser of the fair market value of the common stock on the first day of the applicable offering period or the last day of the applicable purchase period. Offering periods begin on the first business day of February and August of each year. As of December 31, 2025, 2.7 million shares of the Company’s common stock remain reserved for future issuance under this plan.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Stock-based Compensation
Stock-based compensation is classified in the Consolidated Statements of Comprehensive Income in the same expense line items as cash compensation. The following table presents the classification of stock-based compensation:

  Year Ended December 31,
2025 2024 2023
  (In millions)
Cost of revenues $ 8.7   $ 8.0   $ 7.1  
Research and development 11.3   10.6   10.0  
Selling, general and administrative 49.7   42.5   42.6  
Stock-based compensation expense 69.7   61.1   59.7  
Capitalization (included in Property and equipment, net) 0.9   1.0   1.1  
Total stock-based compensation $ 70.6   $ 62.1   $ 60.8  

The following table presents the nature of the Company’s total stock-based compensation:

  Year Ended December 31,
2025 2024 2023
  (In millions)
RSUs $ 53.1   $ 49.9   $ 47.1  
PSUs 13.7   8.2   9.3  
ESPP 3.8   4.0   4.4  
Total stock-based compensation $ 70.6   $ 62.1   $ 60.8  

The income tax benefit that was included within Income tax expense related to these stock-based compensation expenses for 2025, 2024, and 2023 was $ 14.6 million, $ 12.4 million, and $ 11.7 million, respectively.
RSUs Information
The following table summarizes unvested RSUs activity for the year ended December 31, 2025:

Shares Weighted-Average Grant-Date Fair Value
(Shares in millions)
Unvested at beginning of period 0.7   $ 203.36  
Granted 0.4   $ 226.12  
Vested and settled ( 0.3 ) $ 206.43  
Forfeited
( 0.1 ) $ 210.48  
Unvested at end of period
0.7   $ 213.00  

The RSUs in the table above include PSUs. The unvested RSUs as of December 31, 2025 include 0.2 million PSUs. The number of shares received upon vesting of these PSUs may range from 0.1 million to 0.4 million depending on the level of performance achieved and whether any market conditions are satisfied.
The closing price of Verisign’s stock was $ 242.95 on December 31, 2025. As of December 31, 2025, the aggregate market value of unvested RSUs was $ 174.1 million. The fair values of RSUs that vested during 2025, 2024, and 2023 were $ 73.9 million, $ 52.6 million, and $ 58.8 million, respectively. The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2024 and 2023, was $ 194.76  and $ 212.80 , respectively. As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs was $ 109.7 million which is expected to be recognized over a weighted-average period of 2.4 years.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Note 10. Non-operating Income, Net
The following table presents the components of non-operating income, net:

Year Ended December 31,
2025 2024 2023
(In millions)
Interest income $ 26.5   $ 37.4   $ 46.1  
Other, net ( 2.0 ) 1.6   5.1  
Total non-operating income, net $ 24.5   $ 39.0   $ 51.2  

Interest income is earned primarily from the Company’s surplus cash balances and marketable securities. The decrease in interest income in 2025 primarily reflects the lower amounts invested in debt securities in 2025 and slightly lower interest rates on the Company’s investments in debt securities compared to 2024. Other, net, reflects net gains and losses from the Company’s foreign currency exposure and related hedges.

Note 11. Income Taxes
Income before income taxes is categorized geographically as follows:

Year Ended December 31,
2025 2024 2023
(In millions)
United States $ 674.2   $ 655.4   $ 607.1  
Foreign 394.3   366.5   369.4  
Total income before income taxes $ 1,068.5   $ 1,021.9   $ 976.5  

The provision for income taxes consisted of the following:

Year Ended December 31,
2025 2024 2023
(In millions)
Current expense:

Federal $ 118.5   $ 147.9   $ 159.1  
State 29.2   31.3   28.0  
Foreign, including withholding tax 47.8   43.3   24.4  
195.5   222.5   211.5  
Deferred expense (benefit):
Federal 24.0   ( 3.3 ) ( 25.6 )
State 3.3   ( 3.3 ) 11.2  
Foreign 20.0   20.3   ( 38.2 )
47.3   13.7   ( 52.6 )
Total income tax expense
$ 242.8   $ 236.2   $ 158.9  

Table of Contents
VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

The One Big Beautiful Bill Act (“the Act”), signed into law on July 4, 2025, restored the immediate deduction of research and development expenditures for U.S. federal income tax purposes. This change resulted in a decrease to the Company’s current federal expense, and an increase to deferred federal expense in 2025. The increased foreign current expense in 2024 was primarily driven by the Organization for Economic Cooperation and Development (“OECD”) Pillar 2 minimum tax adopted by Switzerland, partially offset by related foreign tax credits in the U.S.
The difference between income tax expense and effective tax rate and the amounts resulting from applying the federal statutory rate of 21 % to Income before income taxes in 2025 is attributable to the following:

Year Ended December 31, 2025
Balance Percent
(Balance in millions)
U.S. federal statutory tax rate $ 224.4   21.0   %
Domestic federal:
Effect of cross-border tax laws
Global intangible low-taxed income 5.8   0.5   %
Other 0.1   —   %
Other adjustments 1.7   0.2   %
Domestic state and local income taxes, net of federal income tax effect 25.7   2.4   %
Foreign tax effects:
Switzerland
Effect of rates different than statutory ( 49.0 ) ( 4.6 ) %
Canton of Fribourg, Switzerland 15.9   1.5   %
Minimum taxes 13.5   1.3   %
Other 4.8   0.4   %
Other foreign jurisdictions ( 0.1 ) —   %
Total $ 242.8   22.7   %

The majority of domestic state and local income taxes, net of federal income tax effect, in the table above relates to state taxes in Virginia and New York.
The difference between income tax expense and the amount resulting from applying the federal statutory rate of 21 % to Income before income taxes in 2024 and 2023 is attributable to the following:

Year Ended December 31,
2024 2023

Income tax expense at federal statutory rate $ 214.6   $ 205.1  
State taxes, net of federal benefit 20.4   28.5  
Change in valuation allowance ( 6.5 ) 66.1  
Remeasurement of unrecognized tax benefits 2.4   ( 8.3 )
Effect of non-U.S. operations 2.3   ( 15.5 )
Non-U.S. intellectual property —   ( 118.0 )
Other 3.0   1.0  
Total income tax expense
$ 236.2   $ 158.9  

During the fourth quarter of 2023, due to a change in local tax systems, the Company recognized amortizable tax basis related to a portion of its non-U.S. intellectual property based on a fair value of approximately $ 1.80  billion. This intellectual property had no book value, resulting in the recognition of a $ 118.0  million deferred tax asset and a corresponding income tax benefit in 2023.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Due to the change in the tax systems mentioned above, the Company determined that it is more likely than not that a portion of the deferred tax asset related to certain non-U.S. intellectual property previously transferred as part of a legal entity reorganization, will not be realized, and as a result, recognized a valuation allowance of $ 64.7  million in 2023.
The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows:

As of December 31,
2025 2024
(In millions)
Deferred tax assets:
Intellectual property $ 199.7   $ 227.4  
Deferred revenue, accruals and reserves 78.5   72.4  
Research and development costs —   32.5  
Other 11.2   11.7  
Total deferred tax assets 289.4   344.0  
Valuation allowance ( 55.2 ) ( 61.8 )
Net deferred tax assets 234.2   282.2  
Deferred tax liabilities
( 1.0 ) ( 0.9 )
Total net deferred tax assets $ 233.2   $ 281.3  

The decrease in the deferred tax assets related to research and development costs in 2025 was due to the passage of the Act which changed the timing of deductibility of these expenses as discussed above.
With the exception of a portion of deferred tax assets related to intellectual property and certain state and foreign net operating loss and foreign tax credit carryforwards, management believes it is more likely than not that the tax effects of the deferred tax liabilities together with future taxable income, will be sufficient to fully recover the remaining deferred tax assets.
As of December 31, 2025, the Company’s deferred tax assets included $ 23.1 million of state net operating loss carryforwards, before applying tax rates for the respective jurisdictions. The tax credit carryforwards as of December 31, 2025 consisted primarily of foreign tax credit carryforwards. The state net operating loss carryforwards expire in various years from 2026 through 2034 . The foreign tax credits will expire between 2028 and 2035 .
The following table presents income taxes paid to United States, state, and foreign jurisdictions, net of refunds received in 2025:

Year Ended December 31,
2025
(in millions)
United States
Federal $ 140.8  
State
Virginia 12.5
Other 20.3
Foreign
Switzerland - federal 17.9
Other 10.9
Total $ 202.4  

The Company paid $ 230.5 million and $ 239.7 million for income taxes, net of refunds received, in 2024 and 2023, respectively.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:
As of December 31,
2025 2024
(In millions)
Beginning balance $ 6.5   $ 9.6  
Increases in tax positions for prior years 0.1   0.3  
Decreases in tax positions for prior years —   ( 2.8 )
Increases in tax positions for current year 0.4   0.4  
Lapse in statute of limitations ( 1.2 ) ( 1.0 )
Ending balance $ 5.8   $ 6.5  

As of December 31, 2025, approximately $ 3.9 million of unrecognized tax benefits, including penalties and interest, could affect the Company’s tax provision and effective tax rate.
In accordance with its accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. These accruals were not material in any period presented.
The Company’s major taxing jurisdictions are the U.S., the Commonwealth of Virginia, and Switzerland. The Company’s U.S. federal income tax returns are not currently under examination by the IRS and only the Company’s tax returns for 2021 and years thereafter are subject to examination. The Company’s other material tax returns are not currently under examination by their respective taxing jurisdictions. Because the Company has previously used net operating loss carryforwards and other tax attributes to offset its taxable income in income tax returns for the U.S. and Virginia, such attributes can be adjusted by these taxing authorities until the statute of limitations closes on the year in which such attributes were utilized. The open years for examination in Switzerland are the 2021 tax year and forward.

Note 12. Commitments and Contingencies
The following table represents the minimum payments required by Verisign under certain purchase obligations, leases, and the interest payments and principal on the Senior Notes:

Purchase Obligations Senior Notes Total
(In millions)
2026 $ 42.2   $ 72.6   $ 114.8  
2027 25.0   622.6   647.6  
2028 14.0   46.5   60.5  
2029 7.0   46.5   53.5  
2030 5.4   46.5   51.9  
Thereafter 0.3   1,299.6   1,299.9  
Total $ 93.9   $ 2,134.3   $ 2,228.2  

Verisign enters into certain purchase obligations with various vendors. The Company’s significant purchase obligations include firm commitments with telecommunication carriers, other service providers and the fixed portion of registry fees related to the operation of certain top-level domains. Registry fees for top-level domains that we operate where the amounts are variable or passed-through to registrars have been excluded from the table above.
The Company has an agreement with Internet Corporation for Assigned Names and Numbers (“ICANN”) to be the sole registry operator for domain names in the .com registry through November 30, 2030 . For 2023 and 2024, the Company paid ICANN a fee of $ 0.25 for each annual term of a domain name registered or renewed. For 2025, these fees increased to $ 0.2575 for each annual term of a domain name registered or renewed. We also incur registry fees for certain other registries. The Company incurred total registry fees for .com and other registries of $ 47.8 million in 2025, $ 45.3 million in 2024, and $ 44.1 million in 2023.
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VERISIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
DECEMBER 31, 2025, 2024 AND 2023

Verisign leases a small portion of its office space and a portion of its data center facilities under operating leases, the longest of which extends into 2029. Rental expenses under operating leases were not material in any period presented. Operating lease obligations for 2026 through 2029 are included in Purchase obligations in the table above.

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.      CONTROLS AND PROCEDURES
 
a. Evaluation of Disclosure Controls and Procedures
 
Based on our management’s evaluation, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as of December 31, 2025, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
b. Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control-Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
 
Based on our evaluation under the COSO framework, management has concluded that our internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
KPMG LLP, an independent registered public accounting firm, has issued a report concerning the effectiveness of our internal control over financial reporting as of December 31, 2025. See “Report of Independent Registered Public Accounting Firm” in Item 8 of this Form 10-K.

c. Changes in Internal Control over Financial Reporting
 
There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
d. Inherent Limitations of Disclosure Controls and Internal Control over Financial Reporting
 
Because of their inherent limitations, our disclosure controls and procedures and our internal control over financial reporting may not prevent material errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to risks, including that the controls may become inadequate because of changes in conditions or that the degree of compliance with our policies or procedures may deteriorate.
57

ITEM 9B.      OTHER INFORMATION
Insider Trading Arrangements
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.
There were no directors or executive officers that adopted , terminated or modified plans or other arrangements during the quarter ended December 31, 2025.

Item 9C.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.
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  PART III

 
ITEM 10.      DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The information required by this item regarding our directors and nominees, Audit Committee, Corporate Governance and Nominating Committee, and Compensation Committee will be included under the captions “Proposal No. 1—Election of Directors,” “Security Ownership of Certain Beneficial Owners” and “Corporate Governance” in our 2026 Proxy Statement, and incorporated herein by reference.
Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption “Information About Our Executive Officers” in Part I of this Form 10-K.
We have adopted a written Code of Conduct, which is posted on our Investor Relations website under “Ethics and Business Conduct” at https://investor.verisign.com/corporate-governance . The Code of Conduct applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, and other senior accounting officers. We have also adopted the “Corporate Governance Principles for the Board of Directors,” which provide guidance to our directors on corporate practices that serve the best interests of our company and our stockholders.
We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Conduct, to the extent applicable to the principal executive officer, principal financial officer, or other senior accounting officers, by posting such information on our website, on the web page found by clicking through to “Ethics and Business Conduct” as specified above.
The information required by this item regarding our insider trading policies and procedures will be included under the caption “ Insider Trading Policy ” in our 2026 Proxy Statement.

ITEM 11.      EXECUTIVE COMPENSATION
 
Information required by this item is incorporated herein by reference to our 2026 Proxy Statement from the discussions under the captions “Compensation of Directors,” “Non-Employee Director Retainer Fees and Equity Compensation Information” and “Non-Employee Director Compensation Table for 2025,” “Executive Compensation” and “Executive Compensation Tables.”

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Information required by this item is incorporated herein by reference from the discussions under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our 2026 Proxy Statement.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
Information required by this item is incorporated herein by reference to our 2026 Proxy Statement from the discussions under the captions “Policies and Procedures with Respect to Transactions with Related Persons,” “Certain Relationships and Related Transactions” and “Independence of Directors.”

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Our independent registered public accounting firm is KPMG LLP , McLean, VA , Auditor Firm ID: 185 .
Information required by this item is incorporated herein by reference to our 2026 Proxy Statement from the discussions under the captions “Principal Accountant Fees and Services” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors.”

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PART IV

 
ITEM 15.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
(a) Documents filed as part of this report
        
 
1. Financial statements
The financial statements are set forth under Item 8 of this Form 10-K, as indexed below.

Page
Reports of Independent Registered Public Accounting Firm
34

Consolidated Balance Sheets
37

Consolidated Statements of Comprehensive Income
38

Consolidated Statements of Stockholders’ Deficit
39

Consolidated Statements of Cash Flows
40

Notes to Consolidated Financial Statements
41

 
2. Financial statement schedules
 
    Financial statement schedules are omitted because the information called for is not material or is shown either in the consolidated financial statements or the notes thereto.
 
3. Exhibits
 
    (a) Index to Exhibits

Pursuant to the rules and regulations of the SEC, the Company has filed certain agreements as exhibits to this Form 10-K. These agreements may contain representations and warranties by the parties thereto. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (1) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to such agreements if those statements prove to be inaccurate, (2) may have been qualified by disclosures that were made to such other party or parties and that either have been reflected in the Company’s filings or are not required to be disclosed in those filings, (3) may apply materiality standards different from what may be viewed as material to investors and (4) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments. Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the date hereof or at any other time.

Incorporated by Reference
Exhibit
Number Exhibit Description Form Date Number Filed Herewith

3.01 Restated Certificate of Incorporation of the Registrant.
10-K 2/17/17 3.01

3.02 Certificate of Amendment of Restated Certificate of Incorporation of VeriSign, Inc.
8-K
5/22/25
3.1

3.03 Bylaws of VeriSign, Inc.
10-Q
10/23/25
3.1

4.01 Indenture, dated as of July 5, 2017, between VeriSign, Inc. and U.S. Bank National Association, as trustee.
8-K 7/5/17 4.1

4.02 Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as trustee.
8-K 6/8/21
4.1

4.03 First Supplemental Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as trustee.
8-K 6/8/21 4.2

4.04 Second Supplemental Indenture, dated as of March 11, 2025, between VeriSign, Inc. and U.S. Bank Trust Company, National Association, as trustee
10-Q
4/24/25 4.01

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Incorporated by Reference
Exhibit
Number Exhibit Description Form Date Number Filed Herewith
4.05 Description of Securities of the Registrant
10-K 2/19/21 4.04

10.01 Amendment No. Thirty (30) to Cooperative Agreement - Special Awards Conditions NCR-92-18742, between VeriSign and U.S. Department of Commerce managers.
10-K 7/12/07 10.27  

10.02 Form of Indemnity Agreement entered into by the Registrant with each of its directors and executive officers. +

10-Q 4/28/10 10.01

10.03 VeriSign, Inc. 2006 Equity Incentive Plan Form of Non-Employee Director Restricted Stock Unit Agreement. +
10-Q 7/27/12 10.03

10.04 Amendment Number Thirty-Two (32) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on November 29, 2012.
8-K 11/30/12 10.2

10.05 VeriSign, Inc. 2006 Equity Incentive Plan Form of Employee Restricted Stock Unit Agreement +
10-K 2/19/16 10.70

10.06 VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement for awards granted in 2022 and 2023+
10-Q
4/28/16 10.01

10.07 Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan, as amended and restated +
DEF 14A 4/29/16 Appendix A

10.08 Amendment Number Thirty-Three (33) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, 2016
8-K 10/20/16 10.2

10.09 Amendment Number Thirty-Four (34) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, 2016
8-K 10/20/16 10.3

10.10 Amended and Restated 2007 Employee Stock Purchase Plan, as adopted August 30, 2007, and amended May 25, 2017. +
DEF 14A 4/12/17 Appendix A

10.11 Form of Amended and Restated Change-in-Control and Retention Agreement [CEO Form of Agreement]. +
10-Q 7/27/17 10.01  

10.12 Amended and Restated Change-in-Control and Retention Agreement. +
10-Q 7/27/17 10.02  

10.13 Amendment Thirty-Five (35) to the Cooperative Agreement between VeriSign, Inc. and the U.S. Department of Commerce, entered into on October 26, 2018
8-K 11/1/18 10.1

10.14 .Net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers.
8-K
6/30/23 10.1

10.15 Credit Agreement, dated as of December 6, 2023 among VeriSign, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
8-K
12/08/23 10.1

10.16 VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement for awards granted in or after 2024+
10-K
2/15/24 10.10

10.17 .Com Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, effective December 1, 2024.
8-K 11/25/24 10.1

19.01 Insider Trading Policy
X

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Incorporated by Reference
Exhibit
Number Exhibit Description Form Date Number Filed Herewith

21.01 Subsidiaries of the Registrant.
10-K
2/13/25 21.01

23.01 Consent of Independent Registered Public Accounting Firm.
      X

24.01 Powers of Attorney (Included as part of the signature pages hereto).
      X

31.01 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).
      X

31.02 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).
      X

32.01 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. 1350). *
      X

32.02 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. 1350). *
      X

97 Incentive-Based Compensation Recovery Policy
10-K
2/15/24 97

101 Interactive Data File. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.       X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X

* As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of VeriSign, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

+ Indicates a management contract or compensatory plan or arrangement.

† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

ITEM 16.      10-K SUMMARY
None.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, Commonwealth of Virginia, on the 5 th day of February 2026.
                             VERISIGN, INC .

By: /S/    D. JAMES BIDZOS        
D. James Bidzos
Chief Executive Officer
(Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints D. James Bidzos, John D. Calys, and Thomas C. Indelicarto, and each of them, his or her true lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 5 th day of February 2026.

Signature Title

/S/    D. JAMES BIDZOS  Chief Executive Officer, President,
  Executive Chairman and Director
  (Principal Executive Officer)

       D. JAMES BIDZOS

/S/ JOHN D. CALYS
Executive Vice President, Chief Financial Officer
  (Principal Financial Officer and Principal
  Accounting Officer)

JOHN D. CALYS

/S/    COURTNEY D. ARMSTRONG
Director
COURTNEY D. ARMSTRONG

/S/    YEHUDA ARI BUCHALTER Director
           YEHUDA ARI BUCHALTER

/S/    KATHLEEN A. COTE     Director
           KATHLEEN A. COTE

/S/  MATTHEW J. DESCH
Director
MATTHEW J. DESCH

/S/ JAMIE S. GORELICK Director
      JAMIE S. GORELICK

/S/ DEBRA W. MCCANN
Director
DEBRA W. MCCANN

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