VRSN Form 4: CFO John Calys Reports Tax-Withholding Dispositions

Rhea-AI Filing Summary

John Calys, VeriSign EVP and Chief Financial Officer, reported the disposition of company shares to satisfy tax withholding on restricted stock unit vesting. The Form 4 shows three separate share-withholding transactions at a price of $269.89 per share, reducing his direct holdings to reported balances of 25,798.2575; 25,760.8999; and 25,713.4421 shares respectively. The filing notes these dispositions are exempt under Rule 16b-3 because they were made to cover tax liabilities from RSU vesting, and that his total direct holdings reported include 62 shares acquired under the company ESPP.

Positive

• Transactions are tax-withholding related, indicating routine compensation mechanics rather than active selling for liquidity.
• Form 4 provides transparency about insider holdings and the nature of the dispositions.
• Reported holdings remain substantial after the withholding events, showing continued insider ownership.

Negative

• Direct holdings decreased slightly due to the withholding transactions, though the changes are minor and fractional.
• Filing discloses multiple dispositions on the same date which could be misread without the explanatory footnote.

Insights

Corporate Governance Expert

TL;DR: Routine withholding of vested RSUs by the CFO; standard, non-disclosable compensation tax mechanics.

The reported transactions are routine: shares were delivered or withheld to cover tax obligations tied to restricted stock unit vesting. Such transactions are commonly exempt under Rule 16b-3 and do not indicate voluntary selling pressure or insider opportunistic trading. The multiple small withholding events and the continued ownership level suggest retention of economic interest in the company rather than a material reduction in insider exposure.

Securities Analyst

TL;DR: Non-material change in holdings from tax-related disposals; no immediate market-impact implications.

The Form 4 discloses three dispositions at $269.89 per share tied to RSU tax withholding. The magnitudes are fractional-share adjustments that modestly reduce reported direct holdings; the filing also discloses a 62-share ESPP acquisition included in the total holdings. From an investor-impact perspective, these are administrative transactions that do not reflect a change in confidence or a strategic reallocation by the CFO.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CALYS JOHN

(Last) (First) (Middle)

12061 BLUEMONT WAY

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERISIGN INC/CA [ VRSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2025		F(1)		34.3347	D	$269.89	25,798.2575(2)	D
Common Stock	08/15/2025		F(1)		37.3576	D	$269.89	25,760.8999	D
Common Stock	08/15/2025		F(1)		47.4578	D	$269.89	25,713.4421	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposition of shares exempt under Rule 16b-3 as payment of tax liability to Company by delivery or withholding securities incident to vesting of restricted stock units.

2. Reporting Person's total direct holdings disclosed in Table I, Item 5 under Amount of Securities Beneficially Owned Following Reported Transaction(s) includes 62 shares acquired July 31, 2025 under the Amended and Restated 2007 Employee Stock Purchase Plan.

Remarks:

	Thomas C. Indelicarto by Power of Attorney for John Calys	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did VeriSign CFO John Calys report on his Form 4 (VRSN)?

The filing reports the disposition of shares via delivery/withholding to cover tax liabilities from restricted stock unit vesting; transactions occurred at $269.89 per share.

Were the reported share disposals by John Calys sales on the open market?

No; the disclosures state the dispositions were exempt under Rule 16b-3 and were made to satisfy tax withholding obligations on vested RSUs, not open-market sales.

How did the transactions affect John Calys’ holdings in VeriSign (VRSN)?

The filing shows reduced direct holdings reported as 25,798.2575, 25,760.8999, and 25,713.4421 shares following the respective withholding transactions.

Does the Form 4 mention any purchases or other acquisitions by the reporting person?

Yes; the filing notes 62 shares were acquired under the company’s Employee Stock Purchase Plan and are included in the total direct holdings.

Do these Form 4 transactions indicate insider concern about VeriSign’s outlook?

The filing characterizes the transactions as tax-withholding related for RSU vesting, which is a routine compensation event and not an explicit indicator of changed insider sentiment.