Verisign (VRSN) 10-K risk factor changes: FY2025 vs FY2024

[removed: In addition,] [added: Furthermore,] we must ensure that our employees stay focused on protecting the Company against cybersecurity threats especially in our hybrid work environment, or our ability to effectively manage cybersecurity risks could be impacted.

Our failure to effectively manage these security risks, including [added: external and] insider threats, could result in material harm to our business, including loss of or delay in revenues, failure to meet service level agreements, material liability claims, failure to maintain market acceptance, injury to our reputation, and increased costs, and could call into question our ability to preserve the security and stability of the internet.

[removed: In addition, our] [added: Our] networks have been, and likely will continue to be, subject to DDoS attacks.

Recent industry experience has demonstrated that DDoS attacks continue to grow in size and [removed: sophistication] [added: sophistication, due in part to advances in AI-based tools,] and have the ability to widely disrupt internet services.

[removed: If these new technologies, services] and capabilities are not effective, our infrastructure could be disrupted, our response times could increase, our ability to meet our service level [added: agreements could be negatively impacted, and our ability to provide reliable service to our customers and the broader internet community could be impeded.]

[removed: In addition, we] [added: We] are subject to social engineering attacks including phishing, spear phishing, whaling, vishing, smishing, and domain spoofing, which are designed to entice people to divulge sensitive information or take actions that, if successful, could pose a material risk to our operations.

Recent advances in [removed: artificial intelligence] [added: AI] have [added: automated and] increased the [added: velocity and] sophistication of these types of attacks as attackers are [added: better] able to [added: rapidly] create more personalized and targeted communications [added: at scale] using information derived from people’s relationships, online behavior and preferences.

We still may be subject to successful [removed: cyber attacks.][added: cyber-attacks despite our efforts.]

These types of events, which are generally beyond our control, could enable an array of attack conditions or service disruptions, and could result in adverse publicity and adversely affect the public’s perception of the security of [removed: e-commerce] [added: commerce] and communications over the internet, as well as of the security or reliability of our services.

To address internet routing system vulnerabilities, [removed: many] [added: regional] internet [removed: service providers] [added: registries (“RIRs”)] have adopted [removed: and apply] internet reachability policies based on a system known as the Resource Public Key Infrastructure [removed: (“RPKI”) operated by the regional internet registries (“RIRs”).][added: (“RPKI”).]

Our systems and operations are vulnerable to damage or interruption from power loss, [added: war,] transmission cable cuts and other telecommunications failures, damage or interruption caused by fire, earthquake, and other natural disasters, intentional acts of vandalism, terrorist attacks, unintentional mistakes, or errors.

Any of these scenarios could create potential liability and exposure, including from a failure to meet our service level agreements, and could decrease customer satisfaction, [added: materially] harming our business, or resulting in adverse publicity and damage to our reputation or call into question our ability to preserve the security and stability of the internet.

If our data center facilities or the updated network architectures, hardware or software upgrades, or security controls do not operate as expected, including the ability to quickly [removed: switch over between] [added: manage services across] sites, we could experience service interruptions or outages.

A failure in the operation of our Shared Registration System could also impact our ability to provide up-to-date information in our globally distributed resolution systems, which could result in [removed: breaches of] our [added: failure to meet our] service level agreements pertaining to our resolution services and impact the resolution of domain names on the internet.

In addition, under Amendment 35 to the Cooperative Agreement, we have agreed to continue to operate the .*com* gTLD in a content-neutral manner and to work within ICANN processes to promote the development of content-neutral policies for the operation of the [removed: DNS, and under our binding letter of intent with ICANN, we have agreed to work with the ICANN community to develop certain best practices and other commitments for the security, stability and resiliency of the DNS and the internet.][added: DNS.]

Our *.com* Registry Agreement, and the Cooperative Agreement, including their pricing provisions, have been challenged, and could face challenges in the future, through publicity campaigns, governmental scrutiny, media interest, legal challenges, or [removed: challenges under ICANN’s accountability mechanisms.]

Application of new and existing laws and regulations in the U.S. or internationally to the [removed: internet or] [added: internet,] the domain name [removed: industry] [added: industry, or us] have imposed and may in the future impose new costs and new restrictions on our business.

[removed: In addition,] [added: Furthermore,] any such new obligations could increase the cost and risks associated with complying with regulations that require verification of registrant personal information, including for purposes of complying with the economic and trade sanctions programs administered by the Office of Foreign Assets Control [removed: (“OFAC”).][added: (“OFAC”), for example.]

Such laws, regulations, directives or ICANN policies, could give rise to significant claims, inquiries, investigations or other actions against us, which could result in significant costs, damages, fines or penalties and could delay the development of new products, change our current business practices, result in negative publicity, [added: or] require significant management time and attention, all or any of which could materially harm our business.

[added: Moreover, local laws and customs in many countries differ] significantly from those in the U.S. In many foreign countries, particularly in those with developing economies, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. law or regulations [removed: applicable to us.]

[removed: There] [added: Despite our internal controls, there] can be no assurance that our employees, contractors and agents will not take actions in violation of such policies, procedures, laws and/or regulations.

- political and economic tensions between governments and changes in international trade policies and/or the economic and trade sanctions programs administered by [added: the United States including] OFAC of the U.S. Department of the Treasury;

- potentially conflicting or adverse tax consequences; [added: and]

- potential concerns of international governments or customers and prospects regarding doing business with U.S. technology companies due to [removed: alleged] U.S. government [removed: data collection] policies.

[added: ICANN could adopt Consensus] Policies [added: or Temporary Policies] that (1) are unfavorable to us as the registry operator of *.com*, *.net* and other gTLDs we operate, (2) are inconsistent with our current or future plans, (3) impose substantial costs on our business, (4) subject the Company to additional legal risks, [removed: or (5) affect our competitive position.]

The internet is governed under a multi-stakeholder model comprising civil society, the private sector, including for-profit and not-for-profit organizations such as ICANN, governments, including the U.S. government, academia, non-governmental [removed: organizations] [added: organizations, the technical community,] and international organizations.

[removed: For example,] [added: In addition,] we receive reports of suspected threats and abuse and we notify registrars or others of domain names associated with suspected malicious or illegal activity.

[removed: In particular,] [added: For example,] demand for our services [removed: has] substantially declined in China [removed: and may continue to decline further due to lower economic growth] [added: during 2023] and [added: 2024] as a result of [added: various factors including] Chinese regulatory mandates that [removed: make] [added: made] it more difficult to register a domain name or establish an online presence using a domain name.

Also to remain competitive, we have undertaken important initiatives such as our efforts to acquire the *.web* gTLD, and we may in the future undertake other [removed: important] initiatives.

In addition, competing technologies developed by others or the emergence of new [added: technologies such as AI or new] industry standards may adversely affect our competitive position or render our services or technologies noncompetitive or obsolete.

Finally, consolidation [added: and ownership changes] within our industry [removed: has] [added: have] occurred and [removed: is] [added: are] likely to continue to occur.

Our ability to participate and benefit from such consolidations [added: and ownership changes] may be limited and consolidation [added: and ownership changes] within our industry among our competitors [added: or customers have in the past and] could [added: in the future] harm our competitive position and adversely impact our business.

We [removed: have been designated as] [added: are] the registry operator for certain new gTLDs, including certain IDN gTLDs.

Technologies relating to online presence, including social media, [added: AI,] mobile devices, apps, and search engines, have evolved and continue to evolve, changing the internet practices and behaviors of consumers and businesses.

In addition, applications using [removed: artificial intelligence] [added: AI] could be transformational in ways that cannot be [removed: predicted] [added: anticipated fully] at this time.

[removed: Factors that] [added: A variety of economic and non-economic factors] may affect acceptance or adoption of our services in these [removed: locations include:][added: locations, including regional internet infrastructure development and government regulations.]

Our business depends on registrars and their resellers maintaining [removed: their] focus on marketing our products and services.

With the [added: planned] introduction of [added: a] new [removed: gTLDs, many] [added: round] of [removed: our] [added: gTLDs,] registrars and [removed: resellers] [added: resellers, as they] have [removed: chosen to, and] [added: done in the past,] may [removed: continue to choose to,] [added: in the future] focus their short- or long-term marketing efforts on [removed: these] new offerings and/or reduce the prominence or visibility of our products and services on their e-commerce platforms.

[removed: Our] [added: Likewise, our] registrars and resellers may be more motivated to [removed: sell] [added: market] to registrants to whom they can also market their own [removed: services.][added: services, which could disadvantage our gTLDs and could adversely impact our revenues.]

To the extent that registrars and resellers focus [removed: more on selling and supporting their services and] less [added: marketing] on the registration and renewal of domain names in the gTLDs we operate, our revenues could be adversely impacted.

For example, recent advances in AI-based tools have made, and will continue to make, cyber-attacks more sophisticated, harder to defend, and easier and faster to launch.

These tools allow for rapid exploitation of vulnerabilities, which hinders our ability to defend against such exploitation.

If these new technologies, services

We and other registries as well as internet service providers have also adopted or have begun to adopt RPKI.

challenges under ICANN’s accountability mechanisms.

applicable to us.

or (5) affect our competitive position.

These factors may have varying impacts on different geographic regions.

Additionally, the rapid increase in demand for compute and network hardware, including servers, chips, memory and other technology, caused by new demand from AI companies, is increasing our costs for some of these goods and could increase our capital and operating costs.

Capital Structure Risk Factors

We may not pay any dividends on our common stock in the future.

During the second quarter of 2025, we began to declare quarterly dividends.

Future dividends will be subject to declaration by the Board and, thus, may be subject to numerous factors in existence at the time of any such declaration including, but not limited to, prevailing market conditions, our results of operations, financial condition and liquidity, contractual prohibitions and other restrictions with respect to the payment of dividends.

There is no assurance that the Board will declare and thus that we will pay, any dividends on our common stock in the future.

The Board may, in its discretion, decrease the level of cash dividends.

A reduction or elimination of cash dividends could negatively affect the market price of our common stock.

authorization.

General Risk Factors

The use of AI technology by third-parties, including our vendors, and our use of AI technology, tools, and services could expose us to cybersecurity, operational, intellectual property and regulatory risks that could adversely affect our business, reputation or financial results.

The use of AI technology by third parties may increase our exposure to cybersecurity and data protection risks.

For example, recent advances in AI technology and tools have made, and will continue to make, cyber-attacks more sophisticated, harder to defend, and easier and faster to launch.

These tools permit rapid exploitation of vulnerabilities, which hinders our ability to defend against such exploitation.

In addition, the use and integration of AI technology into the products and services that we procure could create or exacerbate vulnerabilities, potentially resulting in unauthorized access to our systems including our sensitive or proprietary information.

For more details on these risks, see our risk factor “Attempted security breaches, including from the exploitation of vulnerabilities, cyber-attacks and Distributed Denial of Service (“DDoS”) attacks against our systems and services increase our costs, expose us to potentially material liability, and could materially harm our business and reputation.”

We may also experience challenges in the effective or timely adoption of AI technology.

Our decision to adopt AI technologies in a low-risk manner could result in slower adoption of AI technology that could hinder or prevent us from realizing efficiencies or benefits, which could result in less efficient operations.

Further, although we have established AI policies and procedures, our use of AI technology, if not effectively governed, could result in unintended consequences, including errors, biased, and otherwise unreliable outputs.

The use of certain AI technology tools, including those provided by third parties, may also create intellectual property risks, such as uncertainty regarding ownership of AI-generated output, IP infringement, or the disclosure of confidential or proprietary information.

Finally, AI is subject to increasing regulatory scrutiny and evolving laws, rules and regulations, which may increase our compliance costs and affect our development, adoption, use, implementation and maintenance of AI technologies or tools, and subject us to increased legal liability, regulatory scrutiny, and reputational harm.

Short sellers have in the past, and may in the future, engage in efforts to lower the market price of our common stock through the dissemination of false or misleading information.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of subsequently buying lower-priced identical securities to return to the lender.

Accordingly, it is in the interest of a short seller to want the price of our common stock to decline.

Short sellers may seek to profit from declines in the market price of our common stock and, in some cases, may publish, or arrange for the publication of, false or misleading information regarding our business.

We have been, and may in the future be, the target of short sellers.

The

dissemination of such information, regardless of its veracity, can lead to significant stock price volatility, reputational harm, and the diversion of management’s attention from our core business.

Such activities may result in a decline in the market price of our stock or could lead to costly litigation or regulatory inquiries.

agreements could be negatively impacted, and our ability to provide reliable service to our customers and the broader internet community could be impeded.

Moreover, local laws and customs in many countries differ

- reliance on third parties in international locations in which we only recently started doing business; and

ICANN could adopt Consensus Policies or Temporary

If ICANN fails to uphold, or if the multi-stakeholder model is significantly redefined, it could harm our business.

- regional internet infrastructure development, expansion, penetration and adoption, and the development, maturity and depth of our sales channels;

- acceptance and adoption of substitute products and services that enable online presence without a domain name, including social media, e-commerce platforms, website builders and mobile applications;

- increased acceptance and adoption of other substitute products and services, including ccTLDs or other gTLDs;

- public perception of the security of our products and services;

- the use of mobile applications as the primary engagement mechanism for navigating the internet; and

- government regulations affecting the internet, internet access and availability, domain name registrations or the provision of registry services, data security, privacy, or data localization, e-commerce or telecommunications.

If our services are not widely accepted or adopted in these locations, our business may not grow.

Our ability to successfully market our services to, and build and maintain strong relationships with, new and existing registrars or resellers is a factor upon which successful operation of our business is dependent.

If we are unable to keep a significant portion of their marketing efforts focused on selling registrations of domain names in the gTLDs we operate, as opposed to other competing gTLDs, including the new gTLDs, or their own services, our business could be harmed.

These forward-looking statements are based on current expectations and assumptions and involve [removed: risks and] [added: risks,] uncertainties, [added: and other important factors,] including, [added: among other things,] statements regarding [added: the Company’s quarterly dividend and] our expectations about the sufficiency of our existing cash, cash equivalents and marketable securities, and funds generated from operations, together with our borrowing capacity under the unsecured revolving credit facility.

You should also carefully review the risks described in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that we file in [removed: 2025.][added: 2026.]

*This section of this Form 10-K generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.*][added: 2024.*]

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 169.0] [added: 173.5] million .*com* and .*net* registrations in the domain name base.

The number of domain name registrations under our management may be negatively impacted by certain factors, including overall economic conditions, competition from ccTLDs, other gTLDs, services that offer alternatives for an online presence, [removed: such as social media,] and ongoing changes in the internet practices and behaviors of consumers and businesses.

[removed: 2024] [added: 2025] Business Highlights and Trends

- We recorded revenues of [removed: $1,557.4] [added: $1,656.6] million in [removed: 2024,] [added: 2025,] which represents an increase of [removed: 4%] [added: 6%] as compared to [removed: 2023.][added: 2024.]

- We recorded operating income of [removed: $1,058.2] [added: $1,121.0] million during [removed: 2024,] [added: 2025,] which represents an increase of 6% as compared to [removed: 2023.][added: 2024.]

- We finished [removed: 2024] [added: 2025] with [removed: 169.0] [added: 173.5] million *.com* and *.net* registrations in the domain name base, which represents a [removed: 2.1% decrease] [added: 2.6% increase] from December 31, [removed: 2023.][added: 2024.]

- During [removed: 2024,] [added: 2025,] we processed [removed: 37.4] [added: 41.7] million new domain name registrations for .*com* and .*net* compared to [removed: 39.4] [added: 37.4] million in [removed: 2023.][added: 2024.]

- The final *.com* and *.net* renewal rate for the third quarter of [removed: 2024] [added: 2025] was [removed: 72.2%] [added: 75.4%] compared to [removed: 73.5%] [added: 72.2%] for the same quarter of [removed: 2023.][added: 2024.]

[removed: - We] [added: In 2024, we] repurchased 6.6 million shares of our common stock [added: at an average stock price of $183.84] for an aggregate cost of $1.21 [removed: billion in 2024.][added: billion.]

As of December 31, [removed: 2024,] [added: 2025,] there was [removed: $1.02] [added: $1.08] billion remaining for future share repurchases under the share repurchase program.

- We generated cash flows from operating activities of [removed: $902.6] [added: $1,091.1] million in [removed: 2024,] [added: 2025,] which represents an increase of [removed: 6%] [added: 21%] as compared to [removed: 2023.][added: 2024.]

[removed: - Effective September 1, 2024, we] [added: We] increased the annual registry-level wholesale fee for each new and renewal .*com* domain name registration from $9.59 to [removed: $10.26.][added: $10.26 effective September 1, 2024.]

We have recognized [removed: $281.3] [added: $233.2] million of deferred tax assets, net as of December 31, [removed: 2024.][added: 2025.]

Our income tax expense was [removed: $236.2] [added: $242.8] million for the year ended December 31, [removed: 2024.][added: 2025.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cost of revenues | | | [removed: 12.3] [added: 11.8] | | | | | | [removed: 13.2] [added: 12.3] | | | | | | [removed: 14.1] [added: 13.2] | | |

| Research and development | | | [removed: 6.2] [added: 6.3] | | | | | | [removed: 6.1] [added: 6.2] | | | | | | [removed: 6.0] [added: 6.1] | | |

| Selling, general and administrative | | | [removed: 13.6] [added: 14.2] | | | | | | [removed: 13.7] [added: 13.6] | | | | | | 13.7 | | |

| Total costs and expenses | | | [removed: 32.1] [added: 32.3] | | | | | | [removed: 33.0] [added: 32.1] | | | | | | [removed: 33.8] [added: 33.0] | | |

| Operating income | | | [removed: 67.9] [added: 67.7] | | | | | | [removed: 67.0] [added: 67.9] | | | | | | [removed: 66.2] [added: 67.0] | | |

| Interest expense | | | [removed: (4.8)] [added: (4.6)] | | | | | | [removed: (5.0)] [added: (4.8)] | | | | | | [removed: (5.3)] [added: (5.0)] | | |

| Non-operating income, net | | | [removed: 2.5] [added: 1.4] | | | | | | [removed: 3.4] [added: 2.5] | | | | | | [removed: 0.9] [added: 3.4] | | |

| Income before income taxes | | | [removed: 65.6] [added: 64.5] | | | | | | [removed: 65.4] [added: 65.6] | | | | | | [removed: 61.8] [added: 65.4] | | |

| Income tax expense | | | [removed: (15.2)] [added: (14.7)] | | | | | | [removed: (10.6)] [added: (15.2)] | | | | | | [removed: (14.5)] [added: (10.6)] | | |

| Net income | | | [removed: 50.4] [added: 49.8] | | % | | | | [removed: 54.8] [added: 50.4] | | % | | | | [removed: 47.3] [added: 54.8] | | % |

Individual customers, called registrants, contract directly with registrars or their resellers, and the registrars, who are our direct customers, in [removed: turn register the domain names with Verisign.]

Changes in revenues are driven largely by changes in the number of new domain name registrations and the renewal rate for existing registrations as well as the impact of new and prior price increases, to the [added: extent permitted by ICANN and the DOC.]

The [removed: first] [added: current] such six-year period began on October 26, [removed: 2018.][added: 2024.]

We increased the annual registry-level wholesale fee for each new and renewal [removed: .*com*] [added: *.net*] domain name registration from [removed: $8.97 to $9.59 effective September 1, 2023, and from $9.59] [added: $9.92] to [removed: $10.26] [added: $10.91] effective [removed: September] [added: February] 1, 2024.

Under the *.net* Registry Agreement, [removed: which renewed in June 2023,] we are permitted to increase the price of *.net* domain name registrations by up to 10% each year during the term of our agreement with ICANN, through June 30, 2029.

| | | | | | | [removed: 2024] [added: 2025] | | | | | | % Change | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change | | | | | | [removed: 2022] [added: 2023] | | |

| Revenues | | | | | | $ | [removed: 1,557.4] [added: 1,656.6] | | | | | [removed: 4] [added: 6] | | % | | | | $ | [removed: 1,493.1] [added: 1,557.4] | | | | | [removed: 5] [added: 4] | | % | | | | $ | [removed: 1,424.9] [added: 1,493.1] | |

| *.com* and *.net* domain name registrations in the domain name base | | | | | | [removed: 169.0] [added: 173.5] million | | | | | | [removed: (2)] [added: 3] | | % | | | | [removed: 172.7] [added: 169.0] million | | | | | | [removed: (1)] [added: (2)] | | % | | | | [removed: 173.8] [added: 172.7] million | | |

[removed: However, competitive pressure from ccTLDs, other gTLDs, services that offer alternatives for an online presence, such as social media, ongoing] [added: Additionally,] changes in internet [removed: practices and behaviors of consumers] [added: practices, consumer behavior,] and [removed: business,] [added: global economic conditions,] as well as the motivation of existing domain name registrants managing their investment in domain names, such as for resale at increased prices or for revenue generation through website advertising, [removed: and global economic conditions, has limited the] [added: may impact] demand for [removed: *.com*] [added: .*com*] and [removed: *.net*] [added: .*net*] domain [removed: names and may continue to do so in the future.][added: names.]

| | | | [removed: 2024] | | | [added: 2025] | | | [added: | | |] % Change | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change | | | | | | [removed: 2022] [added: 2023] | | |

| U.S | | | $ | [removed: 1,035.5] [added: 1,093.1] | | | | | [removed: 4] [added: 6] | | % | | | | $ | [removed: 994.7] [added: 1,035.5] | | | | | [removed: 6] [added: 4] | | % | | | | $ | [removed: 937.6] [added: 994.7] | |

In some cases, you can identify forward-looking statements by terms such as “assumes,” “could,” “estimates,” “forecasts,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “targets,” “will,” “would,” “seeks,” “expects,” “anticipates,” “intends,” “believes” and similar language intended to identify forward-looking statements.

- On February 3, 2026, our Board of Directors approved a 5.2% increase in the quarterly cash dividend to $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.

turn register the domain names with Verisign.

Revenues increased in 2025 compared to 2024, primarily due to the .*com* and .*net* price increases and an increase in the domain name base.

However, the demand for .*com* and .*net* domain names may be limited by competitive pressure from other TLDs and alternatives for an online presence.

Our domain name base increased during 2025 compared to 2024, with higher new registrations and renewal rates, as business conditions improved following a period of decline during 2024 and as registrars focus more on customer acquisition and have continued to engage with our marketing programs.

| | | | 2025 | | | | | | % Change | | | | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

| | | | 2025 | | | | | | % Change | | | | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

| | | | 2025 | | | | | | % Change | | | | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

| | | | 2025 | | | | | | % Change | | | | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

Stock-based compensation expense increased by $7.2 million primarily due to an increase in the total projected achievement levels on certain performance-based RSU grants and an increase in the value of RSU grants awarded in 2025.

Legal expenses increased by $4.2 million due to an increase in litigation expenses and other external legal costs.

Interest expense increased slightly during 2025 compared to 2024 primarily due to the period of overlap between the issuance of $500.0 million of senior unsecured notes due June 2032 (“2032 Notes”) and repayment of $500.0 million aggregate principal amount of outstanding senior unsecured notes due April 2025 (“2025 Notes”).

The following table presents the components of non-operating income, net:

| 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 our investments in debt securities compared to 2024.

Other, net, reflects net gains and losses from the Company’s foreign currency exposure and related hedges.

House Resolution 1, commonly referred to as the One Big Beautiful Bill Act, was enacted into law on July 4, 2025 (the “Act”).

The tax regulations included in the Act did not have a material impact on our effective tax rate for 2025 and we do not expect it to have a material impact in future years.

| | | | 2025 | | | | | | 2024 | | |

In April 2025, we initiated a quarterly cash dividend.

In 2025, we paid dividends of $215.2 million.

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.

We intend to continue to pay a cash dividend on a quarterly basis, subject to market conditions and approval by the Board of Directors.

On March 11, 2025, we issued $500.0 million of the 2032 Notes.

On March 31, 2025, we used the net proceeds from the 2032 Notes, along with cash on hand, to fund the repayment of all of our $500.0 million aggregate principal amount of outstanding 2025 Notes.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | (In millions) | | | | | | | | | | | | | | |

Cash paid for income taxes decreased primarily due to the enactment of the Act which restored the immediate deduction of research and development expenditures for U.S. federal income taxes.

Cash paid for interest increased due to the payment of interest on our 2032 Notes in June 2025.

Net cash used in financing activities decreased in 2025 compared to 2024 primarily due to proceeds received from the issuance of our 2032 Notes and a decrease in share repurchases, partially offset by the repayment of our 2025 Notes, dividend payments to shareholders, and an increase in the excise tax paid on share repurchases.

Forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.

- On November 25, 2024, we renewed the .*com* Registry Agreement with ICANN, pursuant to which we will remain the sole registry operator for the .*com* registry through November 30, 2030.

Pursuant to the renewed .*com* Registry Agreement, we cannot increase the price of a .*com* domain name registration during the first two years of the six year contract term.

extent permitted by ICANN and the DOC.

We increased the annual registry-level wholesale fee for each new and renewal *.net* domain name registration from $9.02 to $9.92 effective February 1, 2023, and from $9.92 to $10.91 effective February 1, 2024.

Revenues increased in 2024 compared to 2023, primarily due to the .*com* and .*net* price increases, partially offset by a decline in the .*com* and .*net* domain name base, and the elimination of revenue from the operation of the .*gov* gTLD, which was transitioned to another service provider in the fourth quarter of 2023.

While the core value proposition of a domain name remains strong, challenging economic and regulatory conditions have continued to weaken demand for *.com* and *.net* domain name registrations in China, and some registrars, particularly in the U.S., have shifted their focus to increasing profitability through higher retail pricing and a decrease in marketing activities targeting new customer acquisition.

The combination of these factors has negatively impacted our renewal rates and the volume of new *.com* and *.net* domain name registrations, resulting in a decline in our domain name base.

Telecommunication expenses decreased by $3.9 million primarily due to savings on renewals of colocation agreements.

Professional services expenses increased by $2.9 million primarily due to an increase in external consulting costs related to various projects.

Overhead expenses allocated to other cost types increased by $3.1 million due to an increase in total allocable expenses.

Interest expense remained consistent during 2024 compared to 2023.

See Note 10, “Non-operating Income, Net” of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

During 2023, we recognized $69.3 million of income tax benefits related to a step-up in tax basis of certain non-U.S. intellectual property, recognition of previously unrecognized income tax benefits as the related statutes of limitations lapsed, and a beneficial change in certain state income apportionment rules.

The income tax expense for 2024 includes the impact of the OECD Pillar 2 minimum tax adopted by applicable tax jurisdictions.

While our foreign income taxes increased as a result of the Pillar 2 minimum tax, the overall impact was not material as the additional taxes in these jurisdictions were partly offset by related foreign tax credits in the U.S.

Under existing market conditions, we intend to refinance all of our 2025 Senior Notes through the issuance of new long-term debt.

If a suitable refinancing arrangement is not available due to a change in market conditions, we intend to utilize the credit facility to repay $200.0 million of the 2025 Senior Notes.

Cash paid for income taxes decreased primarily due to comparatively lower federal and foreign income tax payments, partially offset by higher state income tax payments and a higher installment payment for the transition tax on accumulated foreign earnings resulting from the 2017 Tax Cuts and Jobs Act.

Net cash used in financing activities increased in 2024 compared to 2023 primarily due to an increase in share repurchases and payment of excise tax on share repurchases in 2024.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $393.2] [added: $318.4] million of fixed income securities, which consisted of U.S. Treasury bills with maturities of less than one year.

As of December 31, [removed: 2024,] [added: 2025,] we held foreign currency forward contracts in notional amounts totaling [removed: $44.8] [added: $67.7] million to mitigate the impact of exchange rate fluctuations associated with certain foreign currencies.

Gains or losses on the foreign currency forward contracts would be largely offset by the remeasurement of our foreign currency denominated assets and [added: liabilities, resulting in an insignificant net impact to income.]

As of December 31, [removed: 2024,] [added: 2025,] the aggregate fair value of the senior notes [removed: issued in 2015, 2017 and 2021] was [removed: $1.69] [added: $1.75] billion, based on available market information from public data sources.

liabilities, resulting in an insignificant net impact to income.

The zone counts and information on how to obtain access to the zone files can be found at [removed: https://www.verisign.com/zone.][added: https://www.verisign.com/resources/zone-file/.]

We operate the authoritative directory, for all *.com, .net,* and *.name* domain names (generic top-level domains, “gTLDs”), as well as for certain transliterations of .*com* and .*net* in a number of different native languages and scripts (internationalized [removed: generic top-level domains, “IDN gTLDs”).]

We also operate the authoritative directory for all .*cc* domain names (country code top-level domain, or [removed: “ccTLD”).][added: “ccTLD”) and operate the technical or back-end systems for the .*edu* top-level domain.]

[added: As the registry] or service provider for these top-level domains, our services allow individuals and organizations to establish their online identities, while providing the secure, always-on access they need to communicate and transact reliably with online audiences.

Under [added: a] separate [removed: agreements,] [added: agreement,] we provide [removed: technical or] back-end services for [added: the] .*edu* [removed: and for certain other gTLDs.][added: top-level domain.]

For *.com* domain name registrations, we pay ICANN on a quarterly basis $0.2575 for each annual domain name [removed: registration and a fixed fee of $6,250.][added: registration.]

- *Distributed Servers:* We operate a large number of high-speed servers globally to support localized transaction [removed: volume] [added: processing] and performance demands.

- *Networking:* We deploy and maintain a redundant and diverse global network, maintain high-speed, redundant connections to numerous internet service providers, and maintain [added: hundreds of] network interconnection relationships globally to ensure that our critical services are readily accessible to end users.

We perform continuous internal vulnerability testing and periodic [removed: controls] [added: controls,] audits, and also contract with third-party security organizations to perform periodic penetration tests and security risk assessments on our systems.

We have engineered resiliency and diversity [removed: into how we host classes of products throughout] [added: across] our set of interconnected sites to reduce the risk of unknown vendor defects and zero-day security vulnerabilities.

We continuously seek to enhance our infrastructure and capabilities to support both normal and peak system load plus attack volumes based on historical experience, as well as to address [added: reported and] projected internet attack trends.

*Call Centers and Service Desk:* We provide customer support services over the phone, by [removed: email] [added: email, by chat,] and through web-based self-help systems.

[removed: Marketing, Sales] [added: Marketing] and Distribution

We have marketing and [removed: sales offices and] account management [removed: teams] [added: employees] in several countries around the world.

Among our competitors operating gTLD and ccTLD registries are [added: CentralNic,] China Internet [removed: Network Information Center (CNNIC),] [added: Network,] DENIC eG, [removed: Nominet,] [added: GoDaddy, Google,] Identity Digital, [added: Information Center (CNNIC), Nominet,] Public Interest Registry (PIR), [removed: CentralNic, Google, .xyz, GoDaddy,] [added: Radix,] and [removed: Radix.][added: .xyz.]

Demand for domain names could be negatively impacted to the extent end-users establish their online identities using social media (such as Facebook, Instagram or [removed: Tiktok)] [added: TikTok)] or transact business on e-commerce platforms (such as Amazon, Etsy [removed: and Taobao) instead of registering domain names.]

Alternative namespaces, new technologies and the expansion of existing [removed: technologies] [added: technologies, including Artificial Intelligence (“AI”),] may increase competitive pressure.

The [removed: first] [added: current] such six-year period began on October 26, [removed: 2018.][added: 2024.]

We recognize the importance of talent and culture in driving an environment that fosters high performance, [removed: inclusion,] [added: collaboration, belonging,] and integrity in all aspects of our work.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 932] [added: 928] employees, of which [removed: 929] [added: 926] were full-time.

[removed: 863] [added: 859] employees (representing approximately 93% of our total workforce) were based in the U.S., and 69 employees (representing approximately 7% of our total workforce) were based outside the U.S. As of December 31, [removed: 2024,] [added: 2025,] approximately 30% of our global workforce was female, and approximately [removed: 45%] [added: 46%] of our U.S. employees were ethnically and racially diverse.

*Employee Engagement:* In order to deliver on our mission, we believe it is important to have a [removed: diverse and] [added: highly] engaged workforce that exhibits our values, which include: being stewards of the internet, being passionate about technology, respecting others, exhibiting integrity, taking responsibility, and holding ourselves to a higher standard.

We strive to create an environment where employees feel a sense of belonging and feel empowered to bring their diverse [added: set of] skills, perspectives, and talents to bear.

In our most recent survey conducted in [removed: October 2024,] [added: November 2025,] approximately [removed: 96%] [added: 93%] of our employee population participated.

These sentiments are reflected in our workforce statistics, [removed: including] [added: especially] our average employee tenure of approximately [removed: 10] [added: 11] years.

*Compensation, Pay Equity, and Employee Benefits:* To align with our philosophy of providing [removed: compelling] [added: impactful] total rewards, we have practices in place to deliver fair and equitable compensation for employees based on their contribution and performance.

[removed: We] offer a broad and comprehensive set of benefits to meet the diverse needs of our workforce.

Our learning opportunities are a blend of on-the-job [removed: experiences and] [added: experiences,] instructor-led [added: training,] and on-demand learning sessions that meet the unique [added: development needs of our workforce.]

We support a hybrid work posture where our employees operate under team agreements that set the foundation for operating [removed: norms and allow employees to create work schedules that align with corporate and individual needs.][added: norms.]

Our offices remain [removed: key] [added: essential] to enabling collaboration, networking, and strategic discussion.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cost of revenues | | | 256 | | | | | | [removed: 247] [added: 256] | | | | | | [removed: 242] [added: 247] | | |

| Research and development | | | [removed: 246] [added: 240] | | | | | | [removed: 244] [added: 246] | | | | | | [removed: 255] [added: 244] | | |

| Selling, general and administrative | | | [removed: 430] [added: 432] | | | | | | [removed: 417] [added: 430] | | | | | | [removed: 420] [added: 417] | | |

| Total | | | [removed: 932] [added: 928] | | | | | | [removed: 908] [added: 932] | | | | | | [removed: 917] [added: 908] | | |

We have obtained trademark registrations for the VERISIGN mark and VERISIGN logo in the U.S. and certain [removed: countries,] [added: countries] and have pending trademark applications for the VERISIGN logo in a number of other countries.

The following table sets forth information regarding our executive officers as of February [removed: 13, 2025:][added: 5, 2026:]

| D. James Bidzos | | | | | | [removed: 69] [added: 70] | | | | | | Executive Chairman, President, and Chief Executive Officer | | |

| [removed: George E. Kilguss, III] [added: John D. Calys] | | | | | | [removed: 64] [added: 66] | | | | | | Executive Vice President, Chief Financial Officer | | |

| Danny R. McPherson | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President, Technology and Chief Security Officer | | |

https://x.com/dnibrief

generic top-level domains, “IDN gTLDs”).

The fee for our performance of back-end services for the *.edu* top-level domain is based on the terms of our agreement*.*

Software undergoes application security testing prior to deployment and our responsible disclosure program provides an opportunity for external security researchers to be compensated for submitting vulnerabilities to our Information Security team.

For our critical services, our change management and core rollout processes include testing and validation in multiple test environments, along with a careful phased rollout to the production environment.

These steps include multiple stages of DNSSEC validation to ensure correctness, all of which exist to ensure that the zone can be validated cryptographically so that any changes would be rejected in the event of an error or corruption.

We subscribe to an industry leading Managed Detection and Response (MDR) service providing increased security monitoring 24/7/365, in addition to our own internal Verisign Incident Response Team.

Air-gapped backup solutions are regularly maintained along with local and remote disk backups.

We also conduct multiple simulations/exercises a year around disaster recovery, large-scale DDoS events, systems failure, ransomware attacks, and many more to broaden and deepen our learnings beyond the normal events we encounter on a day-to-day basis.

and Taobao) instead of registering domain names.

We

Strategic talent reviews and succession planning occur on a regular basis where leadership is actively involved in identifying and developing top talent and potential successors for both emergency and long-term succession opportunities.

Most employees are in the office a minimum of two days per week which fosters collaboration while providing employees the flexibility to manage a healthy work-life balance.

John D.

From 2020 to May 2025, Mr. Calys served as Senior Vice President and Global Controller and as Vice President and Global Controller from 2010 through 2020.

He also served as its interim Chief Financial Officer in 2011 and 2012 and Chief Accounting Officer from April 2024 to May 2025.

Prior to joining the company Mr. Calys served as Vice President and Controller for XO Communications, Inc., Vice President and Assistant Treasurer for Sprint Nextel Corporation, and Vice President and Assistant Controller for Nextel Communications, Inc. Mr. Calys graduated with a Master of Science, and Bachelor of Science in Accounting and Business Administration from the University of Kansas.

We operate the technical or back-end systems for .*edu* and certain other gTLDs.

As the registry

The fees for our performance of technical or back-end services for *.edu* and certain other gTLDs are based on the terms of our agreements with those respective businesses*.*

In 2024, we reinforced the importance of creating a respectful and inclusive workplace through training sessions.

Additionally, our five employee resource groups serve to educate and further drive connection and a sense of belonging across the workplace.

Strategic talent reviews and succession planning occur on a regular basis.

development needs of our workforce.

This provides employees more flexibility to manage a healthy work-life balance.

George E.

From April 2008 to May 2012, he was the Chief Financial Officer of Internap Network Services Corporation, an IT infrastructure solutions company.

From December 2003 to December 2007, he served as the Chief Financial Officer of Towerstream Corporation, a company that delivers high speed wireless internet access to businesses.

From 1997 to 2000, he served as the Chief Financial Officer of Stratos Global Corporation, a mobile satellite services company.

Mr. Kilguss holds an M.B.A. degree from the University of Chicago’s Graduate School of Business and a B.S. degree in Economics and Finance from the University of Hartford.

Before .*web* could be awarded to NDC, Afilias filed another IRP on July 14, 2023, and as a result, ICANN’s processing of NDC’s [removed: .*web*] [added: *.web*] application remains paused.

Similar to the first IRP, Afilias again seeks to invalidate the [removed: .*web*] [added: *.web*] auction and have [removed: .*web*] [added: *.web*] awarded to Afilias.

In November 2025, the IRP Panel held a hearing on Afilias’ claim.

Post-hearing briefings are expected to be filed in the first half of 2026.

Additional IRP hearings and briefings are scheduled during 2025.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the Registrant as of June 30, [removed: 2024,] [added: 2025,] was [removed: $10.3] [added: $16.4] billion based upon the last sale price reported for such date on the Nasdaq Global Select Market.

Number of shares of Common Stock, $0.001 par value, outstanding as of the close of business on [removed: February 7, 2025: 94.6] [added: January 30, 2026: 91.7] million shares.

Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

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| [Item [removed: 9C](#if5e9a1e7842f4c649d0cd278d1ca466d_130).] [added: 9C](#i65f0824a78cd40128656bda5d24bc479_133).] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if5e9a1e7842f4c649d0cd278d1ca466d_130)] [added: Inspections](#i65f0824a78cd40128656bda5d24bc479_133)] | | | [removed: [57](#if5e9a1e7842f4c649d0cd278d1ca466d_130)] [added: [58](#i65f0824a78cd40128656bda5d24bc479_133)] | | |

| [Item [removed: 10.](#if5e9a1e7842f4c649d0cd278d1ca466d_136)] [added: 10.](#i65f0824a78cd40128656bda5d24bc479_139)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#if5e9a1e7842f4c649d0cd278d1ca466d_136)] [added: Governance](#i65f0824a78cd40128656bda5d24bc479_139)] | | | [removed: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_136)] [added: [59](#i65f0824a78cd40128656bda5d24bc479_139)] | | |

| [Item [removed: 11.](#if5e9a1e7842f4c649d0cd278d1ca466d_139)] [added: 11.](#i65f0824a78cd40128656bda5d24bc479_142)] | | | [Executive [removed: Compensation](#if5e9a1e7842f4c649d0cd278d1ca466d_139)] [added: Compensation](#i65f0824a78cd40128656bda5d24bc479_142)] | | | [removed: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_139)] [added: [59](#i65f0824a78cd40128656bda5d24bc479_142)] | | |

| [Item [removed: 12.](#if5e9a1e7842f4c649d0cd278d1ca466d_142)] [added: 12.](#i65f0824a78cd40128656bda5d24bc479_145)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#if5e9a1e7842f4c649d0cd278d1ca466d_142)] [added: Stockholder](#i65f0824a78cd40128656bda5d24bc479_145)] Matters | | | [removed: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_142)] [added: [59](#i65f0824a78cd40128656bda5d24bc479_145)] | | |

| [Item [removed: 13.](#if5e9a1e7842f4c649d0cd278d1ca466d_145)] [added: 13.](#i65f0824a78cd40128656bda5d24bc479_148)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if5e9a1e7842f4c649d0cd278d1ca466d_145)] [added: Independence](#i65f0824a78cd40128656bda5d24bc479_148)] | | | [removed: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_145)] [added: [59](#i65f0824a78cd40128656bda5d24bc479_148)] | | |

| [Item [removed: 14.](#if5e9a1e7842f4c649d0cd278d1ca466d_148)] [added: 14.](#i65f0824a78cd40128656bda5d24bc479_151)] | | | [Principal Accountant Fees and [removed: Services](#if5e9a1e7842f4c649d0cd278d1ca466d_148)] [added: Services](#i65f0824a78cd40128656bda5d24bc479_151)] | | | [removed: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_148)] [added: [59](#i65f0824a78cd40128656bda5d24bc479_151)] | | |

| [Item [removed: 15.](#if5e9a1e7842f4c649d0cd278d1ca466d_154)] [added: 15.](#i65f0824a78cd40128656bda5d24bc479_157)] | | | [Exhibits, Financial Statement [removed: Schedules](#if5e9a1e7842f4c649d0cd278d1ca466d_154)] [added: Schedules](#i65f0824a78cd40128656bda5d24bc479_157)] | | | [removed: [59](#if5e9a1e7842f4c649d0cd278d1ca466d_154)] [added: [60](#i65f0824a78cd40128656bda5d24bc479_157)] | | |

| [Item [removed: 16.](#if5e9a1e7842f4c649d0cd278d1ca466d_157)] [added: 16.](#i65f0824a78cd40128656bda5d24bc479_160)] | | | [10-K [removed: Summary](#if5e9a1e7842f4c649d0cd278d1ca466d_157)] [added: Summary](#i65f0824a78cd40128656bda5d24bc479_160)] | | | [removed: [61](#if5e9a1e7842f4c649d0cd278d1ca466d_157)] [added: [62](#i65f0824a78cd40128656bda5d24bc479_160)] | | |

| | | | [PART I](#i65f0824a78cd40128656bda5d24bc479_10) | | | | | |

| | | | [PART II](#i65f0824a78cd40128656bda5d24bc479_37) | | | | | |

| | | | [PART III](#i65f0824a78cd40128656bda5d24bc479_136) | | | | | |

| | | | [PART IV](#i65f0824a78cd40128656bda5d24bc479_154) | | | | | |

| [Signatures](#i65f0824a78cd40128656bda5d24bc479_163) | | | | | | [63](#i65f0824a78cd40128656bda5d24bc479_163) | | |

| | | | | | | | | |

| | | | [PART I](#if5e9a1e7842f4c649d0cd278d1ca466d_10) | | | | | |

| | | | [PART II](#if5e9a1e7842f4c649d0cd278d1ca466d_37) | | | | | |

| | | | [PART III](#if5e9a1e7842f4c649d0cd278d1ca466d_133) | | | | | |

| | | | [PART IV](#if5e9a1e7842f4c649d0cd278d1ca466d_151) | | | | | |

| [Signatures](#if5e9a1e7842f4c649d0cd278d1ca466d_160) | | | | | | [62](#if5e9a1e7842f4c649d0cd278d1ca466d_160) | | |

Our cybersecurity program is designed and implemented to assess, identify, mitigate and manage risks from cybersecurity threats that may result in adverse effects on the integrity and availability of our production and information [removed: systems.][added: systems and support our track record of more than 28 years of 100% DNS uptime for .*com* and .*net*.]

The management of cybersecurity risks, which involves significant and sustained resource commitments and management attention, is also integrated into the Company’s enterprise risk management [added: (“ERM”)] program through formal processes that help identify and elevate the most serious risks, including those pertaining to cybersecurity, for management at the enterprise level and oversight at the Board level.

For more information on the Company’s cybersecurity risks and their possible impact on our business strategy, results of operations, or financial condition see “Risk Factors – Cybersecurity and Technology Risk Factors” in Part I, Item 1A of this Form [removed: 10-K.][added: 10-K”.]

The cybersecurity program includes, among other items, vulnerability and patch management, segmentation, identity and access management, application of zero-trust principles, automated ingestion of multi-source threat intelligence, end point and network detection/response, application security, secure configurations for operating systems and databases, continuous security monitoring and 24/7 security [removed: operations.][added: operations, augmented by a third party managed detection and response provider.]

Our GRC team assesses the cybersecurity practices of current and prospective service providers for compliance [added: with our requirements, and our procurement functions seek terms and conditions, including by example, audit rights and vulnerability or breach disclosure obligations, to enhance our defenses against supply chain risks.]

Our cybersecurity program incorporates several control and best practice regimes, including for example, the Center for Internet Security (“CIS”) [removed: controls.][added: controls tailored for our specific environment.]

These assessments and exercises include [added: breach attack simulation tools,] red team exercises simulating [added: insider and] external attacks, threat and vulnerability assessments, ransomware, application, and secure image testing, crisis management exercises, including incident [removed: response,] [added: response] and [added: escalation procedures, and] internal audit reviews.

Our CSO has over [removed: 25] [added: 30] years of experience in technology and cybersecurity leadership positions and has authored several security-related books and numerous patents, IP standards, and security research publications.

He has served in various capacities on various technology working groups and standards setting organizations [removed: including the Internet Architecture Board and the Internet Engineering Task Force.]

Our CSO manages a converged security, engineering and operations organization that helps to ensure that cyber and other security priorities are [removed: appropriately integrated] [added: comprehensively considered] throughout [removed: technology and operations, as well as more broadly across] the Company.

Our CISO, Chief Information Officer (“CIO”), Chief Technology Officer (“CTO”) and the head of [removed: architecture] [added: architecture, engineering, operations,] and [removed: engineering] [added: corporate security functions] report to our CSO.

In addition, a management-level Safety and Security Council (“Council”) chaired by our CEO and comprised of our CSO, [added: CFO,] General Counsel, and other senior officers, provides cross-functional coordination for the management of the Company’s security functions.

[removed: The Cybersecurity Committee assists the] [added: Our] Board [removed: with its] [added: has delegated primary] oversight of the Company’s cybersecurity risks and our cybersecurity [removed: program.][added: program to the Cybersecurity Committee.]

The [added: Cybersecurity] Committee reviews our incident response plan, including escalation protocols, business continuity program plans, program budgets and resources, and our cybersecurity insurance program.

[removed: The Committee] [added: It] also reviews and discusses the activities of the Council at each of its regularly scheduled meetings.

The [added: Cybersecurity] Committee operates pursuant to a written charter and calendar, each of which are reviewed on an annual basis.

The Cybersecurity Committee and the full Board receive quarterly status reports on the cybersecurity program from the CSO, addressing progress and updates on [removed: various] [added: multiple] cybersecurity functions and initiatives including, for example, compliance, assessments, security operations and incident response, business resilience, DDoS attacks, data privacy, technology and asset management, controls, and vulnerability management.

Cybersecurity Risk Management and Strategy

While we have not identified any material cybersecurity incidents, we continuously manage cyber-attacks, including from sophisticated nation-state actors.

In addition, AI continues to enhance the capabilities of threat actors.

Our incident response plan includes procedures for immediate escalation of cybersecurity events to our Legal department to ensure timely evaluation of disclosure obligations.

Cybersecurity Governance

including the Internet Architecture Board and the Internet Engineering Task Force.

The Audit Committee also reviews material cybersecurity risks as part of the Company’s ERM program.

In addition, the Cybersecurity Committee conducts oversight on behalf of the Board of our use of AI and AI risks, including as it pertains to cybersecurity and data governance.

At the management level, the Company’s use of AI, including in the cybersecurity area, is managed pursuant to a corporate AI policy by a cross-functional AI Steering Committee comprised of senior Verisign technology, cybersecurity and legal resources.

with our requirements, and our procurement functions seek terms and conditions, including by example, audit rights and vulnerability or breach disclosure obligations, to enhance our defenses against supply chain risks.

As of December 31, [removed: 2024,] [added: 2025,] we owned each of our significant properties, which include our facilities in Reston, Virginia, and data center facilities in New Castle, Delaware and Dulles, Virginia.

On [removed: February 7, 2025,] [added: January 30, 2026,] there were [removed: 289] [added: 268] holders of record of our common stock.

The following table presents the share repurchase activity during the three months ended December 31, [removed: 2024:][added: 2025:]

| | | | Total Number of Shares [removed: Purchased (3)] [added: Purchased] | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (1) (3)] [added: (1)] | | | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)(2) | | |

(1)Effective July [removed: 25, 2024,] [added: 24, 2025,] our Board of Directors authorized the repurchase of our common stock in the amount of [removed: $1.11 billion,] [added: $913.1 million,] in addition to the [removed: $388.0] [added: $586.9] million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.50 billion under the program.

The graph assumes that $100 (and the reinvestment of any dividends thereafter) was invested in our common stock, the S&P 500 Index and the S&P 500 Information Technology Index on December 31, [removed: 2019,] [added: 2020,] and calculates the return annually through December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

Dividends

In April 2025, we initiated a quarterly cash dividend.

We declared dividends that totaled $2.31 per share of outstanding common stock, or $215.2 million, in 2025.

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.

We intend to continue to pay a cash dividend on a quarterly basis, subject to market conditions and approval by our Board of Directors.

| October 1 – 31, 2025 | | | 406 | | | | | | $251.66 | | | | | | 406 | | | | | | $ | 1,226.1 | million |

| November 1 – 30, 2025 | | | 309 | | | | | | $248.26 | | | | | | 309 | | | | | | $ | 1,149.4 | million |

| December 1 – 31, 2025 | | | 291 | | | | | | $247.76 | | | | | | 291 | | | | | | $ | 1,077.2 | million |

| | | | 1,006 | | | | | | | | | | | | 1,006 | | | | | | | | |

| | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | | 12/31/25 | | |

| VeriSign, Inc. | | | $ | 100 | | $ | 117 | | $ | 95 | | $ | 95 | | $ | 96 | | $ | 113 | |

| S&P 500 Index | | | $ | 100 | | $ | 129 | | $ | 105 | | $ | 133 | | $ | 166 | | $ | 196 | |

| S&P 500 Information Technology Index | | | $ | 100 | | $ | 135 | | $ | 97 | | $ | 152 | | $ | 208 | | $ | 258 | |

| October 1 – 31, 2024 | | | 548 | | | | | | $185.21 | | | | | | 548 | | | | | | $ | 1,181.2 | million |

| November 1 – 30, 2024 | | | 575 | | | | | | $181.46 | | | | | | 575 | | | | | | $ | 1,076.9 | million |

| December 1 – 31, 2024 | | | 277 | | | | | | $195.90 | | | | | | 277 | | | | | | $ | 1,022.7 | million |

| | | | 1,399 | | | | | | | | | | | | 1,399 | | | | | | | | |

(3)Amounts in the table above may not sum due to rounding.

| | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | |

| VeriSign, Inc. | | | $ | 100 | | $ | 112 | | $ | 132 | | $ | 107 | | $ | 107 | | $ | 107 | |

| S&P 500 Index | | | $ | 100 | | $ | 118 | | $ | 152 | | $ | 125 | | $ | 157 | | $ | 197 | |

| S&P 500 Information Technology Index | | | $ | 100 | | $ | 144 | | $ | 194 | | $ | 139 | | $ | 219 | | $ | 300 | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#if5e9a1e7842f4c649d0cd278d1ca466d_64)] [added: Firm](#i65f0824a78cd40128656bda5d24bc479_64)] | | | [removed: [33](#if5e9a1e7842f4c649d0cd278d1ca466d_64)] [added: [34](#i65f0824a78cd40128656bda5d24bc479_64)] | | |

| [Consolidated Balance [removed: Sheets](#if5e9a1e7842f4c649d0cd278d1ca466d_67)] [added: Sheets](#i65f0824a78cd40128656bda5d24bc479_67)] | | | [removed: [36](#if5e9a1e7842f4c649d0cd278d1ca466d_67)] [added: [37](#i65f0824a78cd40128656bda5d24bc479_67)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#if5e9a1e7842f4c649d0cd278d1ca466d_73)] [added: Income](#i65f0824a78cd40128656bda5d24bc479_73)] | | | [removed: [37](#if5e9a1e7842f4c649d0cd278d1ca466d_73)] [added: [38](#i65f0824a78cd40128656bda5d24bc479_73)] | | |

| [Consolidated Statements of Stockholders’ [removed: Deficit](#if5e9a1e7842f4c649d0cd278d1ca466d_76)] [added: Deficit](#i65f0824a78cd40128656bda5d24bc479_76)] | | | [removed: [38](#if5e9a1e7842f4c649d0cd278d1ca466d_76)] [added: [39](#i65f0824a78cd40128656bda5d24bc479_76)] | | |

| [Consolidated Statements of Cash [removed: Flows](#if5e9a1e7842f4c649d0cd278d1ca466d_79)] [added: Flows](#i65f0824a78cd40128656bda5d24bc479_79)] | | | [removed: [39](#if5e9a1e7842f4c649d0cd278d1ca466d_79)] [added: [40](#i65f0824a78cd40128656bda5d24bc479_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if5e9a1e7842f4c649d0cd278d1ca466d_82)] [added: Statements](#i65f0824a78cd40128656bda5d24bc479_82)] | | | [removed: [40](#if5e9a1e7842f4c649d0cd278d1ca466d_82)] [added: [41](#i65f0824a78cd40128656bda5d24bc479_82)] | | |

We have audited the accompanying consolidated balance sheets of VeriSign, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of comprehensive income, stockholders’ deficit, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 13, 2025] [added: 5, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 1 and 11 to the consolidated financial statements, the Company recognized [removed: $281.3] [added: $233.2] million of deferred tax assets, net as of December 31, [removed: 2024.][added: 2025.]

The Company’s income tax expense was [removed: $236.2] [added: $242.8] million for the year ended December 31, [removed: 2024.][added: 2025.]

We have audited VeriSign, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of comprehensive income, stockholders’ deficit, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 13, 2025] [added: 5, 2026] expressed an unqualified opinion on those consolidated financial statements.

[removed: | | | | December 31, 2024 | | | | | | December] [added: DECEMBER] 31, [added: 2025, 2024 AND] 2023 [removed: | | |]

| Cash and cash equivalents | | | $ | [removed: 206.7] [added: 307.9] | | | | | $ | [removed: 240.1] [added: 206.7] | |

| Marketable securities | | | [removed: 393.2] [added: 272.6] | | | | | | [removed: 686.3] [added: 393.2] | | |

| Other current assets | | | [removed: 63.9] [added: 72.0] | | | | | | [removed: 61.9] [added: 63.9] | | |

| Total current assets | | | [removed: 663.8] [added: 652.5] | | | | | | [removed: 988.3] [added: 663.8] | | |

| Property and equipment, net | | | [removed: 224.5] [added: 213.7] | | | | | | [removed: 233.2] [added: 224.5] | | |

| Deferred tax assets | | | [removed: 281.3] [added: 233.2] | | | | | | [removed: 301.0] [added: 281.3] | | |

| Deposits to acquire intangible assets | | | [removed: 145.0] [added: 145.2] | | | | | | 145.0 | | |

| Other long-term assets | | | [removed: 39.4] [added: 28.8] | | | | | | [removed: 29.0] [added: 39.4] | | |

| Total long-term assets | | | [removed: 742.7] [added: 673.4] | | | | | | [removed: 760.7] [added: 742.7] | | |

| Total assets | | | $ | [removed: 1,406.5] [added: 1,325.9] | | | | | $ | [removed: 1,749.0] [added: 1,406.5] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 257.8] [added: 298.0] | | | | | $ | [removed: 257.4] [added: 257.8] | |

| Deferred revenues | | | [removed: 973.5] [added: 1,035.1] | | | | | | [removed: 931.1] [added: 973.5] | | |

| Current senior notes | | | [removed: 299.8] [added: —] | | | | | | [removed: —] [added: 299.8] | | |

| Total current liabilities | | | [removed: 1,531.1] [added: 1,333.1] | | | | | | [removed: 1,188.5] [added: 1,531.1] | | |

| Long-term deferred revenues | | | [removed: 330.7] [added: 349.4] | | | | | | [removed: 315.0] [added: 330.7] | | |

| Long-term senior notes | | | [removed: 1,492.5] [added: 1,788.2] | | | | | | [removed: 1,790.2] [added: 1,492.5] | | |

| Long-term tax and other liabilities | | | [removed: 10.1] [added: 9.4] | | | | | | [removed: 36.3] [added: 10.1] | | |

| Total long-term liabilities | | | [removed: 1,833.3] [added: 2,147.0] | | | | | | [removed: 2,141.5] [added: 1,833.3] | | |

| Total liabilities | | | [removed: 3,364.4] [added: 3,480.1] | | | | | | [removed: 3,330.0] [added: 3,364.4] | | |

| Common stock and additional paid-in capital—par value $.001 per share; Authorized shares: 1,000; Issued shares: [removed: 355.2] [added: 355.6] at December 31, [removed: 2024] [added: 2025] and [removed: 354.9] [added: 355.2] at December 31, [removed: 2023;] [added: 2024;] Outstanding shares: [removed: 95.0] [added: 91.9] at December 31, [removed: 2024] [added: 2025] and [removed: 101.3] [added: 95.0] at December 31, [removed: 2023] [added: 2024] | | | [removed: 10,645.3] [added: 9,623.5] | | | | | | [removed: 11,808.0] [added: 10,645.3] | | |

| Accumulated deficit | | | [removed: (12,600.7)] [added: (11,775.0)] | | | | | | [removed: (13,386.4)] [added: (12,600.7)] | | |

| Accumulated other comprehensive loss | | | [removed: (2.5)] [added: (2.7)] | | | | | | [removed: (2.6)] [added: (2.5)] | | |

| Total stockholders’ deficit | | | [removed: (1,957.9)] [added: (2,154.2)] | | | | | | [removed: (1,581.0)] [added: (1,957.9)] | | |

| Total liabilities and stockholders’ deficit | | | $ | [removed: 1,406.5] [added: 1,325.9] | | | | | $ | [removed: 1,749.0] [added: 1,406.5] | |

| | | | Year Ended December 31, | | | | | | | | | [removed: | | | | | |]

February 5, 2026

February 5, 2026

| | | | December 31, 2025 | | | | | | December 31, 2024 | | |

(In millions, except per share data)

| Common stock cash dividends | | | (215.2) | | | | | | — | | | | | | — | | |

| Other comprehensive (loss) income | | | (0.2) | | | | | | 0.1 | | | | | | 0.1 | | |

| Cash dividends declared per common share | | | $ | 2.31 | | | | | $ | — | | | | | $ | — | |

| Net income | | | $ | 825.7 | | | | | $ | 785.7 | | | | | $ | 817.6 | |

| Other investing activities | | | (0.2) | | | | | | — | | | | | | — | | |

| Repayment of borrowings | | | (500.0) | | | | | | — | | | | | | — | | |

| Proceeds from senior note issuance, net of issuance costs | | | 493.3 | | | | | | — | | | | | | — | | |

| Payment of dividends | | | (215.2) | | | | | | — | | | | | | — | | |

Certain assets included in Property and equipment, net on the Consolidated Balance Sheets were classified as held for sale.

These assets were not material.

Recoverability

DECEMBER 31, 2025, 2024 AND 2023

DECEMBER 31, 2025, 2024 AND 2023

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.

DECEMBER 31, 2025, 2024 AND 2023

| | | | 2025 | | | | | | 2024 | | |

| Cash and cash equivalents | | | $ | 307.9 | | | | | $ | 206.7 | |

| Marketable securities | | | 272.6 | | | | | | 393.2 | | |

| Total | | | $ | 582.1 | | | | | $ | 605.3 | |

| | | | 2025 | | | | | | 2024 | | |

DECEMBER 31, 2025, 2024 AND 2023

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

DECEMBER 31, 2025, 2024 AND 2023

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | |

| Senior notes due 2032 | | | | | | March 11, 2025 | | | June 1, 2032 | | | 5.25 | | % | 500.0 | | | | | | — | | |

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”).

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.

February 13, 2025

| Supplemental cash flow disclosures: | | | | | | | | | | | | | | | | | |

| Cash paid for interest | | | $ | 72.8 | | | | | $ | 72.8 | | | | | $ | 72.8 | |

| Cash paid for income taxes, net of refunds received | | | $ | 230.5 | | | | | $ | 239.7 | | | | | $ | 211.7 | |

undiscounted future cash flows expected to be generated by the asset, or asset group.

The Company adopted Accounting Standards Update (“ASU”) No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires additional disclosure of significant segment expenses on an annual and interim basis.

Long-term prepaid expenses as of December 31, 2024 reflect longer-term contracts for software licenses and maintenance entered into during 2024.

registration term.

| Foreign currency forward contracts | | | 1.1 | | | | | | 10.7 | | |

Taxes payable reflects amounts accrued for the income tax provision and payments made during the year.

This balance fluctuates from period to period due to the timing of income tax payments in the Company’s major tax jurisdictions.

The liability related to the unrealized loss on foreign currency forward contracts as of December 31, 2023 was remeasured and paid upon settlement of the forward contract in 2024.

Long-term tax liabilities as of December 31, 2024 reflects a $24.3 million reclassification to current liabilities of the final installment of the transition tax liability on accumulated foreign earnings resulting from the 2017 Tax Cuts and Jobs Act.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Current and long-term senior notes as of December 31, 2024 reflect the classification of $299.8 million of the Company’s $500.0 million senior notes due April 1, 2025 (“2025 Senior Notes”), net of unamortized debt issuance costs, as current liabilities, and the remaining $200.0 million as long-term liabilities.

Under existing market conditions, the Company intends to refinance all of its 2025 Senior Notes through the issuance of new long-term debt.

As of December 31, 2024, the Company has $200.0 million in borrowing capacity under its credit facility discussed below.

If a suitable refinancing arrangement is not available due to a change in market conditions, the Company intends to utilize the credit facility to repay $200.0 million of the 2025 Senior Notes.

The Company's state current expense was lower in 2024 and 2023 due to a beneficial change in certain state income apportionment rules, which became effective starting in 2023.

The new apportionment rules required the Company to write down certain of its deferred tax assets resulting in a net state deferred expense in 2023.

| Tax credit carryforwards | | | 6.1 | | | | | | 4.6 | | | | | | | | |

| Net operating loss carryforwards | | | 1.7 | | | | | | 2.2 | | | | | | | | |

| Other | | | 3.9 | | | | | | 6.0 | | | | | | | | |

The Company does not expect the balance of unrecognized tax benefits to change materially during the next twelve months.

| 2025 | | | $ | 45.6 | | | | | $ | 24.3 | | | | | $ | 559.5 | | | | | $ | 629.4 | |

| 2026 | | | 12.7 | | | | | | — | | | | | | 46.4 | | | | | | 59.1 | | |

| 2027 | | | 5.3 | | | | | | — | | | | | | 596.4 | | | | | | 601.7 | | |

| 2028 | | | 3.0 | | | | | | — | | | | | | 20.3 | | | | | | 23.3 | | |

| 2029 | | | 0.5 | | | | | | — | | | | | | 20.3 | | | | | | 20.8 | | |

| Thereafter | | | — | | | | | | — | | | | | | 780.2 | | | | | | 780.2 | | |

| Total | | | $ | 67.1 | | | | | $ | 24.3 | | | | | $ | 2,023.1 | | | | | $ | 2,114.5 | |

The amounts in the table above exclude $4.3 million of unrecognized tax benefits, as the Company is unable to reasonably estimate the ultimate amount or time of settlement of those liabilities.

to the operation of certain top-level domains.

The Company incurred registry fees for the .*com* registry of $38.0 million in 2024, $38.1 million in 2023, and $39.9 million in 2022.

In connection with the .*com* Registry Agreement with ICANN, the Company is required to make annual payments of $4.0 million to ICANN through 2025 to support efforts to maintain the security and stability of the DNS.

Operating lease obligations for 2025 through 2029 are included in Purchase obligations in the table above.

The Transition Tax amount in the table above is the final installment of U.S. income taxes payable on our accumulated foreign earnings pursuant to the 2017 Tax Cuts and Jobs Act.

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, [removed: 2024,] [added: 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.

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, [removed: 2024] [added: 2025] using the criteria established in *Internal Control-Integrated Framework* (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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, [removed: 2024.][added: 2025.]

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, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no directors or executive officers that adopted, terminated or modified plans or other arrangements during the quarter ended December 31, [removed: 2024.][added: 2025.]

Director Retirement

On February 10, 2025, Roger H.

Moore announced his retirement from the Board of Directors effective as of the next Annual Meeting of Stockholders of VeriSign, Inc. at the end of his current term.

Mr. Moore’s retirement did not result from any disagreement with the Company concerning any matter relating to its operations, policies, or practice.

Bylaw Amendment

On February 10, 2025, our Board of Directors amended Article I, Section 2(f) of our Bylaws to change the time period during which the Secretary will not call a stockholder-requested special meeting to consider an identical or substantially similar item presented at an earlier meeting of stockholders.

The amendment shortens the time period when such a meeting will not be called by permitting a request that is delivered starting after 90 days, instead of 180 days, after the prior stockholders’ meeting.

This description of the amendment to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, as amended, a copy of which is filed as Exhibit 3.02 to this Form 10-K.

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 [added: 2026] Proxy [removed: Statement related to the 2025 Annual Meeting of Stockholders] [added: Statement,] and [removed: is] incorporated herein by [removed: reference (our “2025 Proxy Statement”).][added: reference.]

The information required by this item regarding our insider trading policies and procedures will be included under the caption “Insider Trading Policy” in our [removed: 2025] [added: 2026] Proxy Statement.

Information required by this item is incorporated herein by reference to our [removed: 2025] [added: 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 [removed: 2024,”] [added: 2025,”] “Executive Compensation” and “Executive Compensation Tables.”

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 [removed: 2025] [added: 2026] Proxy Statement.

Information required by this item is incorporated herein by reference to our [removed: 2025] [added: 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.”

Information required by this item is incorporated herein by reference to our [removed: 2025] [added: 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.”

| [Reports of Independent Registered Public Accounting [removed: Firm](#if5e9a1e7842f4c649d0cd278d1ca466d_64)] [added: Firm](#i65f0824a78cd40128656bda5d24bc479_64)] | | | [removed: [33](#if5e9a1e7842f4c649d0cd278d1ca466d_64)] [added: [34](#i65f0824a78cd40128656bda5d24bc479_64)] | | |

| [Consolidated Balance [removed: Sheets](#if5e9a1e7842f4c649d0cd278d1ca466d_67)] [added: Sheets](#i65f0824a78cd40128656bda5d24bc479_67)] | | | [removed: [36](#if5e9a1e7842f4c649d0cd278d1ca466d_67)] [added: [37](#i65f0824a78cd40128656bda5d24bc479_67)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#if5e9a1e7842f4c649d0cd278d1ca466d_73)] [added: Income](#i65f0824a78cd40128656bda5d24bc479_73)] | | | [removed: [37](#if5e9a1e7842f4c649d0cd278d1ca466d_73)] [added: [38](#i65f0824a78cd40128656bda5d24bc479_73)] | | |

| [Consolidated Statements of Stockholders’ [removed: Deficit](#if5e9a1e7842f4c649d0cd278d1ca466d_76)] [added: Deficit](#i65f0824a78cd40128656bda5d24bc479_76)] | | | [removed: [38](#if5e9a1e7842f4c649d0cd278d1ca466d_76)] [added: [39](#i65f0824a78cd40128656bda5d24bc479_76)] | | |

| [Consolidated Statements of Cash [removed: Flows](#if5e9a1e7842f4c649d0cd278d1ca466d_79)] [added: Flows](#i65f0824a78cd40128656bda5d24bc479_79)] | | | [removed: [39](#if5e9a1e7842f4c649d0cd278d1ca466d_79)] [added: [40](#i65f0824a78cd40128656bda5d24bc479_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if5e9a1e7842f4c649d0cd278d1ca466d_82)] [added: Statements](#i65f0824a78cd40128656bda5d24bc479_82)] | | | [removed: [40](#if5e9a1e7842f4c649d0cd278d1ca466d_82)] [added: [41](#i65f0824a78cd40128656bda5d24bc479_82)] | | |

| [removed: 3.02] [added: 3.03] | | | | | | [Bylaws of VeriSign, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-2024x1231x10kxex302.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000046/exhibit31verisignbylaws10-.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [added: 10/23/25] | | | | | | [added: 3.1] | | | | | | | | | [removed: X] | | |

| 4.01 | | | | | | [removed: [Indenture] [added: [Indenture,] dated as of [removed: March 27, 2015] [added: July 5, 2017,] between VeriSign, Inc. and U.S. Bank National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000101447315000035/ex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000101447317000021/form8-k7517xex41.htm)] | | | | | | 8-K | | | | | | [removed: 3/30/15] [added: 7/5/17] | | | | | | 4.1 | | | | | | | | | | | |

| 4.02 | | | | | | [Indenture, dated as of [removed: July 5, 2017,] [added: June 8, 2021,] between VeriSign, Inc. and U.S. Bank National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000101447317000021/form8-k7517xex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-1.htm)] | | | | | | 8-K | | | | | | [removed: 7/5/17] [added: 6/8/21] | | | | | | 4.1 | | | | | | | | | | | |

| 4.03 | | | | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-1.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-2.htm)] | | | | | | 8-K | | | | | | 6/8/21 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | | | | | | |

| 4.04 | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: June 8, 2021,] [added: March 11, 2025,] between VeriSign, Inc. and U.S. Bank [added: Trust Company,] National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-2.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1014473/000114036125008108/ny20044677x6_ex4-1.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 6/8/21] [added: 4/24/25] | | | | | | [removed: 4.2] [added: 4.01] | | | | | | | | | | | |

| [removed: 10.16] [added: 10.14] | | | | | | [.Net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1014473/000101447323000028/vrsn-20230629.htm) | | | | | | 8-K | | | | | | 6/30/23 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.17] [added: 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.](https://www.sec.gov/Archives/edgar/data/1014473/000101447323000040/vrsn8-kx12823xex101.htm) | | | | | | 8-K | | | | | | 12/08/23 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.18] [added: 10.16] | | | | | | [VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement for awards granted in or after 2024+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231.htm) | | | | | | 10-K | | | | | | 2/15/24 | | | | | | 10.10 | | | | | | | | | | | |

| [removed: 10.19] [added: 10.17] | | | | | | [removed: [Registry] [added: [.Com Registry] Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, [removed: entered into on November 25,] [added: effective December 1,] 2024.](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000044/vrsnform8-kcomraxexx1001.htm) | | | | | | 8-K | | | | | | 11/25/24 | | | | | | 10.1 | | | | | | | | | | | |

| 19.01 | | | | | | [removed: [I](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex1901.htm)[nsider T](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex1901.htm)[rading Policy](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex1901.htm)] [added: [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1014473/000101447326000006/vrsn-20251231x10kxex1901.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 21.01 | | | | | | [Subsidiaries of the Registrant.](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex2101.htm) | | | | | | [added: 10-K] | | | | | | [added: 2/13/25] | | | | | | [added: 21.01] | | | | | | | | | [removed: X] | | |

| 23.01 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex2301.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447326000006/vrsn-20251231x10kxex2301.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.01 | | | | | | [Powers of Attorney (Included as part of the signature pages [removed: hereto).](#if5e9a1e7842f4c649d0cd278d1ca466d_160)] [added: hereto).](#i65f0824a78cd40128656bda5d24bc479_163)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.01 | | | | | | [Certification of Principal Executive Officer pursuant to Exchange Act Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex3101.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447326000006/vrsn-20251231x10kxex3101.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.02 | | | | | | [Certification of Principal Financial Officer pursuant to Exchange Act Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex3102.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447326000006/vrsn-20251231x10kxex3102.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | 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. [removed: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex3201.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447326000006/vrsn-20251231x10kxex3201.htm)] * | | | | | | | | | | | | | | | | | | | | | | | | | | | 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. [removed: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex3202.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447326000006/vrsn-20251231x10kxex3202.htm)] * | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 3.02 | | | | | | [Certificate of Amendment of Restated Certificate of Incorporation of VeriSign, Inc.](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000026/vrsnform8-k5222025xex301.htm) | | | | | | 8-K | | | | | | 5/22/25 | | | | | | 3.1 | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2.01 | | | | | | [Agreement and Plan of Merger dated as of March 6, 2000, by and among the Registrant, Nickel Acquisition Corporation and Network Solutions, Inc.](https://www.sec.gov/Archives/edgar/data/1014473/000101287000001253/0001012870-00-001253.txt) | | | | | | 8-K | | | | | | 3/8/00 | | | | | | 2.1 | | | | | | | | | | | |

| 10.14 | | | | | | [Asset Purchase Agreement between Verisign, Inc., as the seller and Neustar, Inc., as the buyer, dated as of October 24, 2018](https://www.sec.gov/Archives/edgar/data/1014473/000101447319000005/vrsn-20181231x10kxex1020.htm) | | | | | | 10-K | | | | | | 2/15/19 | | | | | | 10.20 | | | | | | | | | | | |

| 10.15 | | | | | | [Amendment to Asset Purchase Agreement and Transition Services Agreement between Neustar, Inc. and VeriSign, Inc., dated as of December 10, 2019](https://www.sec.gov/Archives/edgar/data/1014473/000101447320000006/vrsn-20191231x10kxex1022.htm)† | | | | | | 10-K | | | | | | 2/14/20 | | | | | | 10.22 | | | | | | | | | | | |

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 [removed: 13th] [added: 5th] day of February [removed: 2025.][added: 2026.]

James Bidzos, [removed: George E.][added: John D.]

[removed: Kilguss, III,] [added: Calys,] and Thomas C.

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 [removed: 13th] [added: 5th] day of February [removed: 2025.][added: 2026.]

| /S/ JOHN D. CALYS | | | | | | [removed: Senior] [added: Executive] Vice President, [removed: Global Controller and] Chief [removed: Accounting] [added: Financial] Officer (Principal [added: Financial Officer and Principal] Accounting Officer) | | |

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

| MATTHEW J. DESCH | | | | | | | | |

| | | | | | | | | |

| /S/ GEORGE E. KILGUSS, III | | | | | | Chief Financial Officer (Principal Financial Officer) | | |

| GEORGE E. KILGUSS, III | | | | | | | | |

| /S/ THOMAS F. FRIST III | | | | | | Director | | |

| THOMAS F. FRIST III | | | | | | | | |

| /S/ ROGER H. MOORE | | | | | | Director | | |

| ROGER H. MOORE | | | | | | | | |

| /S/ TIMOTHY TOMLINSON | | | | | | Director | | |

| TIMOTHY TOMLINSON | | | | | | | | |