Verisign (VRSN) CFO uses withheld shares to cover RSU tax bill

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Verisign EVP and CFO John Calys reported routine tax-related share dispositions. On May 15, 2026, a total of 179.4037 shares of Verisign common stock were withheld or delivered at $297.57 per share to cover tax liabilities upon vesting of restricted stock units, and he continues to hold about 31,983.9376 shares directly.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CALYS JOHN

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	37.526	$297.57	$11K
Tax Withholding	Common Stock	71.97	$297.57	$21K
Tax Withholding	Common Stock	69.908	$297.57	$21K

Holdings After Transaction: Common Stock — 31,983.938 shares (Direct, null)

Footnotes (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. Includes 45.9848 dividend equivalent restricted stock units acquired on February 27, 2026, in respect of previously granted restricted stock units under the Company's Amended and Restated 2006 Equity Incentive Plan.

Key Figures

Tax-withholding shares: 179.4037 shares Tax price per share: $297.57 per share Post-transaction holdings: 31,983.9376 shares +4 more

7 metrics

Tax-withholding shares 179.4037 shares Total F-code dispositions on May 15, 2026

Tax price per share $297.57 per share Value used for tax-withholding dispositions

Post-transaction holdings 31,983.9376 shares Common stock held directly after final transaction

First F-code lot 69.9079 shares Common stock delivered for tax payment

Second F-code lot 71.9695 shares Common stock delivered for tax payment

Third F-code lot 37.5263 shares Common stock delivered for tax payment

Dividend equivalent RSUs 45.9848 units Dividend equivalent RSUs acquired February 27, 2026

Key Terms

restricted stock units, Rule 16b-3, dividend equivalent restricted stock units, tax-withholding disposition, +1 more

5 terms

restricted stock units financial

"incident to vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3 regulatory

"Disposition of shares exempt under Rule 16b-3 as payment of tax liability"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

dividend equivalent restricted stock units financial

"Includes 45.9848 dividend equivalent restricted stock units acquired on February 27, 2026"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Amended and Restated 2006 Equity Incentive Plan financial

"under the Company's Amended and Restated 2006 Equity Incentive Plan."

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 04:47 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

VIRGINIA

20190

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		F⁽¹⁾		37.5263	D	$297.57	31,983.9376⁽²⁾	D
Common Stock	05/15/2026		F⁽¹⁾		71.9695	D	$297.57	31,911.9681	D
Common Stock	05/15/2026		F⁽¹⁾		69.9079	D	$297.57	31,842.0602	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. Includes 45.9848 dividend equivalent restricted stock units acquired on February 27, 2026, in respect of previously granted restricted stock units under the Company's Amended and Restated 2006 Equity Incentive Plan.

Remarks:

	Thomas C. Indelicarto by Power of Attorney for John Calys	05/18/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Verisign (VRSN) CFO John Calys report in this Form 4?

Verisign CFO John Calys reported routine tax-withholding dispositions totaling 179.4037 common shares. These shares were withheld or delivered to Verisign at $297.57 per share to satisfy tax liabilities from vesting restricted stock units, not open-market sales.

How many Verisign (VRSN) shares were used to cover John Calys’s tax liabilities?

A total of 179.4037 Verisign common shares were used to cover John Calys’s tax liabilities. The Form 4 shows three F-code transactions, each representing payment of tax obligations through delivery or withholding of shares at $297.57 per share.

Were John Calys’s Verisign (VRSN) transactions open-market sales?

No, the transactions were not open-market sales. All were coded F, meaning shares were delivered or withheld solely to pay tax liabilities related to vesting restricted stock units, as described under Rule 16b-3, rather than discretionary selling into the market.

How many Verisign (VRSN) shares does John Calys hold after these transactions?

After the reported tax-withholding dispositions, John Calys holds 31,983.9376 Verisign common shares directly. This indicates the transactions affected only a small portion of his position, leaving the vast majority of his shareholdings unchanged following the restricted stock unit vesting.

What do the Verisign (VRSN) Form 4 footnotes say about the RSUs?

The footnotes state that the dispositions were exempt under Rule 16b-3 as tax payments tied to vesting restricted stock units. They also note an additional 45.9848 dividend equivalent restricted stock units acquired on February 27, 2026, under Verisign’s Amended and Restated 2006 Equity Incentive Plan.

What is the significance of the F transaction code in this Verisign (VRSN) filing?

The F code indicates payment of tax liability by delivering or withholding securities. In this Form 4, it confirms John Calys’s Verisign shares were used only to satisfy tax obligations from RSU vesting, distinguishing these events from elective open-market purchases or sales of common stock.