Verisign offers $550M 5.100% notes due 2031

Verisign, Inc. entered into an underwriting agreement for a registered offering of $550 million aggregate principal amount of 5.100% Senior Notes due 2031.

Rhea-AI Filing Summary

Verisign, Inc. entered into an underwriting agreement for a registered offering of $550 million aggregate principal amount of 5.100% Senior Notes due 2031. The offering is under an effective Form S-3 shelf registration with a prospectus supplement dated June 18, 2026.

Verisign expects net proceeds of about $545 million, after underwriting discounts and estimated expenses, and plans to use these proceeds, together with cash on hand, to redeem its outstanding $550 million 4.750% Senior Notes due 2027. The new notes will be issued under an existing base indenture, as supplemented by a third supplemental indenture, with closing expected on June 26, 2026.

Insights

Corporate credit and capital structure analyst

Verisign is refinancing $550M of notes, extending maturity to 2031.

Verisign is issuing $550 million of 5.100% Senior Notes due 2031, with expected net proceeds of about $545 million. The transaction is executed via an underwriting agreement and issued under an existing indenture structure.

The company plans to use the proceeds plus cash on hand to redeem its outstanding $550 million 4.750% Senior Notes due 2027. This exchanges nearer-term 2027 debt for longer-dated 2031 debt at a higher stated coupon, adjusting its maturity profile.

Because the size of the new notes matches the outstanding 4.750% notes, this appears structured as a like-for-like refinancing rather than incremental leverage, based on the provided details. Actual economic impact will depend on redemption timing and execution terms described in related offering documents.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

New notes offering size: $550 million aggregate principal amount Coupon rate on new notes: 5.100% Expected net proceeds: $545 million +3 more

6 metrics

New notes offering size $550 million aggregate principal amount 5.100% Senior Notes due 2031

Coupon rate on new notes 5.100% Senior Notes due 2031

Expected net proceeds $545 million After underwriters’ discounts and estimated expenses

Existing notes to be redeemed $550 million aggregate principal amount 4.750% Senior Notes due 2027

Registration statement Form S-3 No. 333-285483 Covers the registered offering

Closing date for offering June 26, 2026 Expected closing of 5.100% Senior Notes due 2031

Key Terms

Underwriting Agreement, Senior Notes, registration statement on Form S-3, prospectus supplement, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Senior Notes financial

"aggregate principal amount of the Company’s 5.100% Senior Notes due 2031 (the “Notes”)"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

registration statement on Form S-3 regulatory

"pursuant to a registration statement on Form S-3 (Registration No. 333-285483)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"and the prospectus supplement dated June 18, 2026 and filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Indenture financial

"The Notes will be issued pursuant to the Indenture (the “Base Indenture”), dated as of June 8, 2021"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offering did Verisign (VRSN) announce in this 8-K?

Verisign entered an underwriting agreement for a registered offering of $550 million aggregate principal amount of 5.100% Senior Notes due 2031. The notes are issued under its Form S-3 shelf registration and a prospectus supplement dated June 18, 2026.

How does Verisign intend to use the $550 million notes proceeds?

Verisign expects about $545 million of net proceeds and plans to use them, together with cash on hand, to redeem its $550 million 4.750% Senior Notes due 2027. This effectively refinances existing debt with a longer maturity.

What are the key terms of Verisign’s new senior notes due 2031?

The new Verisign notes have an aggregate principal amount of $550 million, a 5.100% coupon, and mature in 2031. They will be issued as global securities under a base indenture dated June 8, 2021, and a third supplemental indenture dated June 26, 2026.

When is the closing of Verisign’s 5.100% Senior Notes offering expected?

The offering of Verisign’s 5.100% Senior Notes due 2031 is expected to close on June 26, 2026. The notes are being issued pursuant to an underwriting agreement dated June 18, 2026, with several major investment banks as underwriters.

Which existing Verisign notes are targeted for redemption with the new issue?

Verisign intends to use the net proceeds from the new $550 million 5.100% Senior Notes due 2031, along with cash on hand, to fund the redemption of its $550 million 4.750% Senior Notes due 2027, effectively replacing shorter-dated debt.

Under what registration did Verisign register the 2031 notes offering?

The 5.100% Senior Notes due 2031 are registered under Verisign’s Form S-3 registration statement No. 333-285483. The transaction uses a prospectus supplement dated June 18, 2026, filed under Rule 424(b) on June 23, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/26/2026 - 09:14 AM Learn about SEC filing dates

falseVERISIGN INC/CA000101447300010144732026-06-262026-06-26

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): June 26, 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 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 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.

(d) Exhibits.

Exhibit No.		Description
Exhibit 1.1		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.
Exhibit 4.1		Form of Third Supplemental Indenture, to be dated June 26, 2026, between VeriSign, Inc. and U.S. Bank Trust Company, National Association, as trustee
Exhibit 4.2		Form of Global Note representing the 5.100% Senior Notes due 2031 (included in Exhibit 4.1)
Exhibit 5.1		Opinion of Gibson, Dunn & Crutcher LLP relating to the Offering
Exhibit 23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
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:  June 26, 2026

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 210.6 KB
• EX-4.1 EXHIBIT 4.1 127.1 KB
• EX-5.1 EXHIBIT 5.1 13.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB