[8-K] VeriSign Inc Reports Material Event

Rhea-AI Filing Summary

VeriSign filed an 8-K announcing a secondary offering of 4.3 million VRSN shares at $285.00 per share. The shares are being sold entirely by Berkshire Hathaway-affiliated pension trusts—VeriSign will receive no proceeds, so there is no dilution or balance-sheet impact. J.P. Morgan Securities is sole underwriter; closing is scheduled for 30 Jul 2025.

The transaction is intended to reduce Berkshire Hathaway’s beneficial ownership below the 10 % regulatory threshold. Berkshire and its affiliates have agreed to a 365-day lock-up on their remaining holdings, limiting further near-term supply. The selling stockholders also granted the underwriter a 30-day option to purchase up to 515,032 additional shares (overallotment option).

Key takeaways for investors: (1) larger free float could improve liquidity, but (2) Berkshire’s partial exit may be interpreted as a sentiment change. VeriSign’s operations, cash flow and capital structure remain unchanged.

Positive

• No dilution: VeriSign issues no new shares and receives no proceeds, so EPS and ownership percentages for existing shareholders are unchanged.
• Liquidity improvement: 4.3 M shares plus a potential 0.5 M overallotment increase public float and trading depth.
• 365-day lock-up on Berkshire’s remaining stake reduces risk of further large disposals in the near term.

Negative

• Large holder trimming: Berkshire Hathaway–related entities are cutting their position, which some may interpret as reduced confidence.
• Share supply overhang: Immediate addition of 4.3 M shares to the market could apply short-term price pressure.

Insights

Equity Analyst

TL;DR – Non-dilutive secondary; liquidity up, Berkshire stake down, neutral fundamentals.

The sale shifts 4.3 M shares (~4 % of outstanding) from a concentrated holder to public float without issuing new equity, so EPS is unaffected. A higher float can tighten bid-ask spreads and aid index inclusion metrics. However, Berkshire trimming below 10 % could be read negatively by some investors, although management cites regulatory thresholds rather than valuation concerns. The 365-day lock-up on remaining shares reduces near-term overhang risk. Overall, event is capital-structure neutral with modest trading-liquidity benefits.

Corporate Governance Expert

TL;DR – Governance-driven sale lowers related-party influence, minimal control risk.

Reducing Berkshire’s stake below 10 % alleviates potential affiliated-transaction scrutiny and reporting burdens, fostering cleaner governance optics. The underwriting agreement’s lock-up aligns Berkshire with long-term shareholders for at least one year. No board changes or voting agreements are disclosed, so control dynamics remain stable. I view the event as governance-positive but financially neutral.

falseVERISIGN INC/CA000101447312061 BLUEMONT WAYRESTONNASDAQ00010144732025-07-282025-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2025

VERISIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-23593		94-3221585
(Commission File Number)		(IRS Employer Identification No.)
12061 Bluemont Way, Reston, Virginia		20190
(Address of principle executive offices)		(Zip Code)

(703) 948-3200

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share		VRSN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   
☐  
  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

On July 28, 2025, VeriSign, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Berkshire Hathaway Consolidated Pension Plan Master Trust and Burlington Northern Santa Fe, LLC Master Retirement Trust (together, the “Selling Stockholders”) and J.P. Morgan Securities LLC (the “Underwriter”), relating to the offer and sale (the “Offering”) by the Selling Stockholders of 4,300,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a price to the public of $285.00 per share. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.

The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-288995) of the Company, and the prospectus supplement dated July 28, 2025 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on July 29, 2025. The Offering is expected to close on July 30, 2025.

The Selling Stockholders will receive all of the proceeds from the Offering. The Company is not selling any shares of Common Stock in the Offering and will not receive any proceeds from the Offering. The Offering is sized in order to reduce Berkshire Hathaway Inc.’s beneficial ownership of the Company below the ten percent threshold that triggers additional regulatory obligations. Affiliates of Berkshire Hathaway Inc. have been stockholders of the Company since 2012, and Berkshire Hathaway Inc. has voluntarily agreed with the Underwriter that the remaining shares of Common Stock beneficially owned by Berkshire Hathaway Inc. and its affiliates following the Offering will be subject to a 365-day lock-up agreement. The Selling Stockholders have granted the Underwriter a 30-day option to purchase up to an additional 515,032 shares of Common Stock.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit 1.1		Underwriting Agreement, dated as of July 28, 2025, among VeriSign, Inc., Berkshire Hathaway Consolidated Pension Plan Master Trust and Burlington Northern Santa Fe, LLC Master Retirement Trust and J.P. Morgan Securities LLC.
Exhibit 104		Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VERISIGN, INC.

/s/ Thomas C. Indelicarto

Thomas C. Indelicarto

Executive Vice President, General Counsel and Secretary

Dated:  July 30, 2025

FAQ

Why is Berkshire Hathaway selling VeriSign (VRSN) shares?

The filing states the sale aims to reduce Berkshire’s beneficial ownership below the 10 % level that triggers additional regulatory obligations.

Does VeriSign receive any proceeds from the 4.3 M-share offering?

No. All proceeds go to the Berkshire-affiliated selling stockholders; VeriSign is not issuing shares.

Will the offering dilute existing VeriSign shareholders?

No. Because the shares are already outstanding, there is no dilution to earnings per share or ownership percentages.

What is the price of the VeriSign secondary offering?

The selling stockholders priced the shares at $285.00 each.

When is the VRSN offering expected to close?

The closing date is July 30 2025, subject to customary conditions.

Is there an overallotment option in the VeriSign offering?

Yes. J.P. Morgan Securities has a 30-day option to buy up to 515,032 additional shares.