Verisign (NASDAQ: VRSN) exec withholds shares for RSU tax payment

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Verisign EVP, General Counsel & Secretary Thomas C. Indelicarto reported share dispositions tied to tax withholding, not open-market selling. On May 15, 2026, a total of 706.0674 shares of common stock were delivered at $297.57 per share to cover tax liabilities from vesting restricted stock units, as permitted under Rule 16b-3.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Indelicarto Thomas C

Role EVP, Gen Counsel & Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	213.773	$297.57	$64K
Tax Withholding	Common Stock	254.881	$297.57	$76K
Tax Withholding	Common Stock	237.413	$297.57	$71K

Holdings After Transaction: Common Stock — 37,988.485 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withholding shares: 706.0674 shares Price per share: $297.57 per share First disposition size: 237.4133 shares +2 more

5 metrics

Tax-withholding shares 706.0674 shares Common stock delivered for tax liability on May 15, 2026

Price per share $297.57 per share Value applied to all tax-withholding dispositions

First disposition size 237.4133 shares Common stock used as tax payment (code F)

Second disposition size 254.8810 shares Common stock used as tax payment (code F)

Third disposition size 213.7731 shares Common stock used as tax payment (code F)

Key Terms

Rule 16b-3, restricted stock units, tax-withholding disposition, non-derivative

4 terms

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.

restricted stock units financial

"withholding securities 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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for each common stock entry"

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.

non-derivative financial

"transaction_type: "non-derivative" for each common stock transaction"

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 04:45 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^*

Indelicarto Thomas C

(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, Gen Counsel & Secretary

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⁾		213.7731	D	$297.57	37,988.4849	D
Common Stock	05/15/2026		F⁽¹⁾		254.881	D	$297.57	37,733.6039	D
Common Stock	05/15/2026		F⁽¹⁾		237.4133	D	$297.57	37,496.1906	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.

Remarks:

	Thomas C. Indelicarto	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) executive Thomas C. Indelicarto report in this Form 4?

Thomas C. Indelicarto reported share dispositions related to tax withholding, not open-market trades. Shares were delivered to Verisign to satisfy tax liabilities arising from vesting restricted stock units, as described as exempt under Rule 16b-3 in the footnote.

How many Verisign (VRSN) shares were used for tax withholding in this filing?

A total of 706.0674 Verisign common shares were used for tax withholding. This amount reflects three separate dispositions on the same date, all classified as payments of tax liability by delivering or withholding securities incident to restricted stock unit vesting.

At what price were the Verisign (VRSN) shares valued for the tax-withholding dispositions?

Each disposition was valued at $297.57 per share. This price applied to all three non-derivative common stock transactions, which the Form 4 identifies as payments of tax liability rather than open-market sales or purchases by the executive.

Was the Verisign (VRSN) Form 4 a market sale by the executive?

No, the Form 4 shows no open-market sales or purchases. All reported transactions carry code F and are described as payments of tax liability to the company via delivered or withheld shares related to vesting restricted stock units, exempt under Rule 16b-3.

Who is the insider involved in this Verisign (VRSN) Form 4 filing?

The insider is Thomas C. Indelicarto, Verisign’s Executive Vice President, General Counsel and Secretary. The Form 4 reports his direct ownership transactions in Verisign common stock, specifically tax-withholding dispositions connected to vesting restricted stock units.