VeriSign (NASDAQ: VRSN) 2025 net income hits $825.7M, Adjusted EBITDA $1.24B

Rhea-AI Filing Summary

VeriSign, Inc. announced its financial results for the fiscal quarter and year ended December 31, 2025 and furnished a press release as Exhibit 99.1.

For 2025, the company reported net income of $825.7 million and non-GAAP Adjusted EBITDA of $1,244.6 million, adding back interest expense, income tax expense, depreciation and amortization, stock-based compensation, and unrealized gains on hedging agreements.

Non-guarantor subsidiaries are a significant part of the business. As of December 31, 2025, they held $571.6 million of liabilities (16.4% of consolidated liabilities), $504.3 million of assets (38.0% of consolidated assets), and generated $392.2 million of Adjusted EBITDA, or 31.5% of consolidated Adjusted EBITDA for the year.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 02/05/2026 - 04:07 PM Learn about SEC filing dates

VERISIGN INC/CA0001014473false00010144732026-02-052026-02-05

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): February 5, 2026

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 principal 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 2.02. Results of Operations and Financial Condition.

On February 5, 2026, VeriSign, Inc. (the “Company”) announced its financial results for the fiscal quarter and year ended December 31, 2025. A copy of this press release is attached hereto as Exhibit 99.1.

The Company is required to disclose annually the following non-guarantor subsidiary financial information pursuant to section 4.2(d) of the indentures governing the Company’s senior notes due 2027:

As of December 31, 2025, the Company’s non-guarantor subsidiaries collectively had (1) liabilities (excluding intercompany liabilities) of $571.6 million (16.4% of the Company’s consolidated total liabilities), of which $450.0 million were deferred revenues, (2) assets (excluding intercompany assets) of $504.3 (38.0% of the Company’s consolidated total assets), of which $310.2 million were cash, cash equivalents and marketable securities and (3) assets (excluding cash, cash equivalents and marketable securities, and intercompany assets) of $194.0 million (26.0% of the Company’s consolidated total assets, excluding cash, cash equivalents and marketable securities).

For the twelve months ended December 31, 2025, the Company’s non-guarantor subsidiaries collectively had Adjusted EBITDA of $392.2 million (31.5% of the Company’s consolidated Adjusted EBITDA), which includes intercompany transactions with the Company. Such intercompany transactions represent the majority of the Company’s non-guarantor subsidiaries’ aggregate expenses. Intercompany transactions and allocations of revenues and costs between the parent and the non-guarantor subsidiaries can vary significantly. Therefore, the Company believes that period-to-period comparisons of Adjusted EBITDA of the Company’s non-guarantor subsidiaries may not necessarily be meaningful.

Adjusted EBITDA is a non-GAAP financial measure and is calculated in accordance with the terms of the indentures governing the Company’s senior notes. Adjusted EBITDA refers to net income before interest, taxes, depreciation and amortization, stock-based compensation, and unrealized gain/loss on hedging agreements. Management believes that Adjusted EBITDA supplements the financial data prepared in accordance with GAAP by providing investors with additional information that allows them to have a clearer picture of the Company’s operations and financial performance and the comparability of the Company’s operating results from period to period. The presentation of this additional information is not meant to be considered in isolation nor as a substitute for results prepared in accordance with GAAP. The table below reconciles the Company’s consolidated Net Income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP, to the Company’s consolidated non-GAAP Adjusted EBITDA for the year ended December 31, 2025.

			Year Ended December 31, 2025
			(in millions)
Net Income			$	825.7
Interest expense			77.0
Income tax expense			242.8
Depreciation and amortization			31.2
Stock-based compensation			69.7
Unrealized gain on hedging agreements			(1.8)
Non-GAAP Adjusted EBITDA			$	1,244.6

The information in this Item 2.02 of Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						Text of press release of VeriSign, Inc. issued on February 5, 2026.
104						Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

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.

Date: February 5, 2026

By:

/s/ Thomas C. Indelicarto

Thomas C. Indelicarto

Executive Vice President, General Counsel and Secretary

FAQ

What financial results did VeriSign (VRSN) report for 2025?

VeriSign reported 2025 net income of $825.7 million. The company also disclosed consolidated non-GAAP Adjusted EBITDA of $1,244.6 million, highlighting profitability after adding back interest, taxes, depreciation, amortization, stock-based compensation, and unrealized gains on hedging agreements.

How much non-GAAP Adjusted EBITDA did VeriSign (VRSN) generate in 2025?

VeriSign’s consolidated non-GAAP Adjusted EBITDA for 2025 was $1,244.6 million. This figure starts from net income and adds back interest expense, income tax expense, depreciation and amortization, stock-based compensation, and unrealized gains on hedging agreements under the terms of its senior note indentures.

What portion of VeriSign’s liabilities are held by non-guarantor subsidiaries?

Non-guarantor subsidiaries held $571.6 million of liabilities as of December 31, 2025. This represented 16.4% of VeriSign’s consolidated total liabilities, with deferred revenues making up $450.0 million of that amount, underscoring their role in the company’s liability structure.

How significant are VeriSign’s non-guarantor subsidiaries to its assets?

Non-guarantor subsidiaries held $504.3 million of assets at December 31, 2025. This equaled 38.0% of consolidated total assets, including $310.2 million in cash, cash equivalents and marketable securities, showing these subsidiaries hold a large share of the company’s asset base.

What share of VeriSign’s Adjusted EBITDA came from non-guarantor subsidiaries?

Non-guarantor subsidiaries generated $392.2 million of Adjusted EBITDA in 2025. This represented 31.5% of VeriSign’s consolidated Adjusted EBITDA, though the company notes that intercompany transactions drive most of their expenses and can vary significantly between periods.

How does VeriSign (VRSN) define non-GAAP Adjusted EBITDA?

VeriSign defines Adjusted EBITDA as net income before several items. It excludes interest expense, income tax expense, depreciation and amortization, stock-based compensation, and unrealized gains or losses on hedging agreements, and is calculated under the indentures governing the company’s senior notes.

What exhibits accompanied VeriSign’s February 5, 2026 Form 8-K?

The filing included a press release and Inline XBRL exhibit. Exhibit 99.1 contained the text of VeriSign’s press release issued February 5, 2026, and Exhibit 104 provided Inline XBRL data for the cover page of the Form 8-K.