UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2026
VERISIGN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-23593
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94-3221585
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12061 Bluemont Way,
Reston, Virginia
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20190
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(Address of principle executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value Per Share
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VRSN
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Nasdaq Global Select Market
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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).
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Emerging growth company
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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. ☐
On June 18, 2026, VeriSign, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments,
Inc., with respect to a registered offering (the “Offering”) of $550 million aggregate principal amount of the Company’s 5.100% Senior Notes due 2031 (the “Notes”). 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. 333-285483) of the Company (the “Registration Statement”), and the prospectus supplement dated June 18, 2026 and filed with the Securities and Exchange Commission pursuant to Rule 424(b)
of the Securities Act on June 23, 2026. The Offering is expected to close on June 26, 2026. The legal opinion of Gibson, Dunn & Crutcher LLP related to the Offering pursuant to the Registration Statement is filed as Exhibit 5.1 to this Current
Report on Form 8-K.
The Company expects that the net proceeds from the Offering will be approximately $545 million, after deducting the underwriters’ discounts and the
estimated expenses of the Offering. The Company intends to use the net proceeds from the Offering, together with cash on hand, to fund the redemption of its $550 million aggregate principal amount of outstanding 4.750% Senior Notes due 2027.
The Notes will be issued pursuant to the Indenture (the “Base Indenture”), dated as of June 8, 2021, between the Company and U.S. Bank Trust Company,
National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture (the “Supplemental Indenture”), to be dated as of June 26, 2026, between the Company
and the Trustee. The Notes will be represented by two global securities, a form of which is included as an exhibit to the Supplemental Indenture. A copy of the Base Indenture was previously filed as Exhibit 4.1 to the Company’s Current Report on
Form 8-K dated as of June 8, 2021. The form of Supplemental Indenture and the form of global note are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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Exhibit 1.1
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Underwriting Agreement, dated June 18, 2026, by and among VeriSign, Inc. and J.P. Morgan Securities, LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc.
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Exhibit 4.1
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Form of Third Supplemental Indenture, to be dated June 26, 2026, between VeriSign, Inc. and U.S. Bank Trust Company, National Association, as trustee
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Exhibit 4.2
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Form of Global Note representing the 5.100% Senior Notes due 2031 (included in Exhibit 4.1)
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Exhibit 5.1
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Opinion of Gibson, Dunn & Crutcher LLP relating to the Offering
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Exhibit 23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
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Exhibit 104
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Inline XBRL for the cover page of this Current Report on Form 8-K
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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.
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VERISIGN, INC.
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/s/ Thomas C. Indelicarto
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Thomas C. Indelicarto
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Executive Vice President, General Counsel and Secretary
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Dated: June 26, 2026
