VeriSign issues $550M 5.100% notes due 2031

VeriSign, Inc. completed a registered offering of $550 million aggregate principal amount of 5.100% Senior Notes due 2031.

Rhea-AI Filing Summary

VeriSign, Inc. completed a registered offering of $550 million aggregate principal amount of 5.100% Senior Notes due 2031. These are senior unsecured obligations, ranking equally with the company’s other senior debt and ahead of any future expressly subordinated obligations.

The Notes bear interest at 5.100% per year, paid in cash twice a year on January 15 and July 15, starting January 15, 2027, and mature on July 15, 2031 unless redeemed or repurchased earlier. Under the indenture, VeriSign must offer to repurchase the Notes at 101% of principal plus accrued interest if a defined change of control repurchase event occurs.

The company may redeem some or all of the Notes before June 15, 2031 at a make-whole premium, and on or after that date at 100% of principal plus accrued interest. The indenture also includes covenants limiting certain liens, sale-leaseback transactions, and major corporate restructurings, along with customary events of default.

Insights

Corporate credit analyst

VeriSign adds $550M in fixed-rate senior debt maturing in 2031.

VeriSign has issued $550 million of 5.100% Senior Notes due 2031, expanding its senior unsecured debt stack at a fixed interest cost. The Notes sit pari passu with existing senior obligations, so they neither improve nor weaken existing creditors’ ranking.

The indenture includes standard protections: limits on certain liens and sale-leaseback deals, and constraints on mergers or asset transfers. A change of control repurchase feature at 101% plus accrued interest offers holders downside protection if corporate control shifts.

Redemption terms allow VeriSign to retire the Notes early, using a make-whole premium before June 15, 2031 or at par thereafter. Actual impact on leverage, interest expense, and financial flexibility will depend on how the company uses the proceeds, which is not detailed in this excerpt.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Senior Notes principal: $550 million Coupon rate: 5.100% per annum Maturity date: July 15, 2031 +3 more

6 metrics

Senior Notes principal $550 million Aggregate principal amount of 5.100% Senior Notes

Coupon rate 5.100% per annum Interest rate on Senior Notes due 2031

Maturity date July 15, 2031 Scheduled maturity of Senior Notes

First interest payment January 15, 2027 Interest payable semi-annually starting this date

Change of control repurchase price 101% of principal Price plus accrued interest on change of control event

Par call date June 15, 2031 Redemption at 100% of principal on/after this date

Key Terms

Senior Notes, Indenture, make-whole premium, change of control repurchase event, +1 more

5 terms

Senior Notes financial

"completed a registered offering of $550 million aggregate principal amount of the Company’s 5.100% Senior Notes due 2031"

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.

Indenture financial

"The Notes were 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.

make-whole premium financial

"may redeem some or all of the Notes at any time or from time to time prior to June 15, 2031 at a specified “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

change of control repurchase event financial

"offer to repurchase the Notes at a price equal to 101% of their principal amount ... upon the occurrence of a change of control repurchase event"

A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.

events of default financial

"The Indenture includes customary events of default, including payment defaults and certain events of bankruptcy, insolvency, or reorganization"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

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

What did VeriSign (VRSN) announce in this 8-K filing?

VeriSign disclosed it completed a registered offering of $550 million in 5.100% Senior Notes due 2031. These notes are senior unsecured obligations with fixed semi-annual interest payments and standard covenants and default provisions under an existing indenture structure.

What are the key terms of VeriSign’s new 5.100% Senior Notes due 2031?

The Notes have $550 million aggregate principal, a 5.100% annual coupon, and mature on July 15, 2031. Interest is paid in cash semi-annually on January 15 and July 15, starting January 15, 2027, under an indenture with customary covenants and events of default.

How can VeriSign redeem its 5.100% Senior Notes before maturity?

VeriSign may redeem some or all Notes before June 15, 2031 at a make-whole premium described in the indenture. On or after June 15, 2031, it can redeem them at 100% of principal plus accrued interest, providing flexibility to refinance or reduce debt later.

What protections do holders of VeriSign’s 2031 Senior Notes have?

Noteholders benefit from covenants limiting certain liens, sale-leaseback transactions, and major mergers or asset sales. If a defined change of control repurchase event occurs, VeriSign must offer to repurchase the Notes at 101% of principal plus accrued and unpaid interest.

How do VeriSign’s new Senior Notes rank relative to other company debt?

The 5.100% Senior Notes are senior unsecured obligations of VeriSign. They rank equally in right of payment with all other senior indebtedness and ahead of any future debt that is expressly subordinated to the Notes under the company’s capital structure.

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

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Accepted by SEC EDGAR 06/26/2026 - 04:23 PM Learn about SEC filing dates

falseVERISIGN INC/CA0001014473NASDAQ00010144732026-06-262026-06-26

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 1.01. Entry Into Material Definitive Agreement.

On June 26, 2026, VeriSign, Inc. (the “Company”) completed a registered offering (the “Offering”) of $550 million aggregate principal amount of the Company’s 5.100% Senior Notes due 2031 (the “Notes”). 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 “Prospectus Supplement”).

The Notes were 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” and, together with the Base Indenture, the “Indenture”), dated as of June 26, 2026, between the Company and the Trustee. The Notes are represented by two global notes, a form of which is included as an exhibit to the Supplemental Indenture.

The Notes accrue interest at a rate per annum equal to 5.100% and will mature on July 15, 2031 unless redeemed or repurchased prior to that date. Interest on the Notes will be payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing January 15, 2027. The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of its other senior indebtedness and senior to all of its future indebtedness that is expressly subordinated in right of payment to the Notes.

The Indenture contains covenants that, among other things, restrict the Company’s ability and the ability of certain of its subsidiaries to create or assume liens, enter into sale and leaseback transactions, and restrict the Company’s ability to engage in mergers or consolidations or sell, lease or transfer all or substantially all of its property and assets, subject in each case to certain qualifications and exceptions.

Under the Indenture, the Company is required to offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, upon the occurrence of a change of control repurchase event.

The Indenture includes customary events of default, including payment defaults and certain events of bankruptcy, insolvency, or reorganization.

Under the Indenture, the Company may redeem some or all of the Notes at any time or from time to time prior to June 15, 2031 at a specified “make-whole” premium described in the Indenture. The Company also has the option at any time or from time to time on or after June 15, 2031 to redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date, as more fully described in the 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, and a copy of the Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The descriptions of the terms of the Base Indenture and the Supplemental Indenture in this Item 1.01 are qualified in their entirety by reference to such exhibits.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits.

	Exhibit No.			Description
	Exhibit 4.1			Third Supplemental Indenture, dated as of June 26, 2026, between VeriSign, Inc. and U.S. Bank Trust Company, National Association, as trustee
	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

4 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 127.1 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