What changed in this filing

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Item 1. Business

2025-02-13 compared with 2024-02-15 · 48 added, 67 removed, 246 unchanged (32% of the section changed)

37 unchanged sentences

We operate the authoritative directory, for all .com, .net, and .name domain names (generic top-level domains, “gTLDs”), as well as for certain transliterations of .

net in number of different native languages and scripts (internationalized generic top-level domains, “IDN gTLDs”).

net in a number of different native languages and scripts (internationalized generic top-level domains, “IDN gTLDs”).

We also operate the authoritative directory for all .

16 unchanged sentences

Retail pricing for these domain name registrations is established by registrars.

For .com and .name domain name registrations, we pay ICANN on a quarterly basis $0.25 for each annual domain name registration.

For .net domain name registrations, we remit to ICANN a $0.75 fee per annual .

net domain name registration that is collected from registrars.

For .com domain name registrations, we pay ICANN on a quarterly basis $0.2575 for each annual domain name registration and a fixed fee of $6,250.

For .name domain name registrations, we pay ICANN on a quarterly basis $0.25 for each annual domain name registration.

For .net domain name registrations, we remit to ICANN a $0.75 fee per annual domain name registration that is collected from registrars.

Revenues for .cc domain names and our IDN gTLDs are based on prices that are not subject to the same pricing restrictions as those for the .

33 unchanged sentences

We maintain data centers with mirrored services that allow failover with no data loss and no loss of function or capacity.

Our critical data services (including domain name registration and global resolution) use advanced storage systems that provide data protection through techniques such as synchronous mirroring and remote replication.

Our critical data services (including domain name registration) use advanced storage systems and techniques such as synchronous mirroring and remote replication to our global resolution sites to provide data protection.

We periodically operate services at alternate data centers during maintenance windows to ensure the availability of our data centers for disaster recovery.

Marketing, Sales and Distribution

We seek to expand our business through focused marketing campaigns and programs that target growth in .com , .net and .cc domain names, both domestically and internationally.

We seek to expand our business through focused marketing campaigns and programs that target growth in .com , .net and .cc domain names, both domestically and internationally through our registrars.

We provide tools to be used by both registrars and end users to enable them to find relevant domain names.

11 unchanged sentences

Among our competitors operating gTLD and ccTLD registries are China Internet Network Information Center (CNNIC), DENIC eG, Nominet, Identity Digital, Public Interest Registry (PIR), CentralNic, Google, .xyz, GoDaddy, and Radix.

To the extent end-users establish their online identity using social media, as opposed to domain names, or transact on e-commerce platforms, we face competition from social media networks such as Facebook, Instagram, TikTok, and WeChat, e-commerce platforms such as Amazon, Etsy, eBay, and Taobao, and microblogging tools such as X (formerly Twitter).

Furthermore, we face competition from providers of web and mobile applications that allow end-users to locate and access content.

Demand for domain names could be negatively impacted to the extent end-users establish their online identities using social media (such as Facebook, Instagram or Tiktok) or transact business on e-commerce platforms (such as Amazon, Etsy and Taobao) instead of registering domain names.

Furthermore, demand for domain names could also be negatively impacted by the activities of providers of web and mobile applications that allow end-users to locate and access content.

Alternative namespaces, new technologies and the expansion of existing technologies may increase competitive pressure.

Our industry is characterized by collaborative relationships involving our competitors.

In the past, certain of our competitors have consolidated.

In the past, certain of our competitors have consolidated or vertically integrated.

Our ability to participate and benefit from such collaborative arrangements or consolidations may be limited and such collaborative arrangements and consolidations could harm our competitive position and adversely impact our business.

Industry Regulation

The DNS is governed under a multi-stakeholder model comprising civil society, the private sector, including for-profit and not-for-profit organizations such as ICANN, governments, including the U.S.

The DNS is governed under a multi-stakeholder model comprised of civil society, the private sector, including for-profit and not-for-profit organizations such as ICANN, governments, including the U.S.

government, academia, non-governmental organizations, and international organizations.

9 unchanged sentences

However, compliance costs and other business impacts could become significant if we begin to receive personal registrant information in our .

net gTLDs, as regulatory enforcement increases, as courts interpret these regulations, and as new laws and regulations are adopted.

Other regulations, or changes to regulations, may also significantly impact our business operations, including, for example, changes to the Network and Information Security Directive, in the European Union, or the Communications Decency Act, in the United States, or the Personal Information Protection Law, in China.

Other regulations, or changes to regulations, including those related to cybersecurity, may also significantly impact our business operations.

.com Generic Top-Level Domain

7 unchanged sentences

Other significant terms within the .

com Registry Agreement include performance specifications and service level agreements, including by example, for the availability of our DNS resolution services, our Shared Registration System, and our Whois services.

com Registry Agreement include performance specifications and service level agreements, including for example, for the availability of our DNS resolution services, our Shared Registration System, and our Registration Data Directory services, which include our Whois and Registration Data Access Protocol services.

com Registry Agreement contains marketing limitations, including limitations on our ability to bundle products and the manner in which we provide marketing support to ICANN-accredited registrars.

2 unchanged sentences

In order to introduce new Registry Services or make material changes to existing Registry Services, we must follow prescribed procedures which permit ICANN to review and approve such services.

Amendment 3 to the .

com Registry Agreement permits an increase to the Maximum Price (as defined in the .com Registry Agreement) of .com domain name registrations by up to 7% over the previous year in each of the final four years of each six-year period.

The first such six-year period began on October 26, 2018.

Amendment 3 also clarified that the restrictions in the .com Registry Agreement relating to vertical integration apply solely to the .com gTLD and also clarified that our ability to increase prices by 7% over the previous year due to new ICANN Consensus Policies or documented extraordinary expense may occur only in years where we do not otherwise take the price increases described above.

The restrictions in the .com Registry Agreement relating to vertical integration apply solely to the .com gTLD.

Our operation of the .

1 unchanged sentence

The Cooperative Agreement has undergone various amendments with the most recent, Amendment 35, on October 26, 2018.

Amendment 35 extended the term of the Cooperative Agreement until November 30, 2024, which will automatically renew on the same terms for successive six-year terms unless the DOC provides written notice of non-renewal 120 days prior to the end of the then-current term.

Amendment 35 includes the DOC’s consent to the modification of the pricing terms in the .

com Registry Agreement (as described above).

On November 30, 2024, the Cooperative Agreement was automatically renewed on the same terms for a successive six-year term and will automatically renew on November 30, 2030, unless the DOC provides written notice of non-renewal within 120 days prior to the end of the then-current term.

The Cooperative Agreement requires the mutual consent of the DOC and the Company to change its terms.

In addition, under Amendment 35, we have agreed to continue to operate the .

com gTLD in a content-neutral manner and to work within ICANN processes to promote the development of content-neutral policies for the operation of the DNS.

The Cooperative Agreement further provides that we shall be entitled at any time during the term of the .com Registry Agreement to seek to remove the pricing restrictions contained in the .com Registry Agreement if we demonstrate to the DOC that market conditions no longer warrant pricing restrictions in the .com Registry Agreement, as determined by the DOC.

1 unchanged sentence

com Registry Agreement was limited by Amendment 35 to only the following circumstances:

(1) changes to the pricing provisions (other than as approved in Amendment 35), (2) changes to the vertical integration provisions (other than the clarification approved in Amendment 35), (3) changes to the security, stability and resiliency posture as reflected in the functional or performance specifications (including the service level agreements), (4) changes to the conditions for renewal or termination of the .com Registry Agreement, or (5) changes to the Whois service (except as mandated by ICANN through Temporary or Consensus Policies).

As was the case with prior amendments,

Amendment 35 is not intended to confer federal antitrust immunity on the Company with respect to the .

(1) changes to the pricing provisions (other than as approved in Amendment 35, which are described above), (2) changes to the vertical integration provisions, (3) changes to the security, stability and resiliency posture as reflected in the functional or performance specifications (including the service level agreements), (4) changes to the conditions for renewal or termination of the .com Registry Agreement, or (5) changes to the Whois service (except as mandated by ICANN through Temporary or Consensus Policies).

As was the case with prior amendments, Amendment 35 is not intended to confer federal antitrust immunity on the Company with respect to the .

com Registry Agreement.

Finally, Amendment 35 clarified that the restrictions in the .com Registry Agreement relating to vertical integration apply solely to the .

com gTLD, we are not permitted to acquire, directly or indirectly, control of, or a greater than 15% ownership interest in, any ICANN-accredited registrar that sells .

com domain names.

In addition, under Amendment 35, we have agreed to continue to operate the .

com gTLD in a content-neutral manner and to work within ICANN processes to promote the development of content-neutral policies for the operation of the DNS.

.net Generic Top-Level Domain

13 unchanged sentences

We also publish the root zone file, as the Root Zone Maintainer, under the Root Zone Maintainer Service Agreement (“RZMA”) with ICANN.

The current term of the RZMA ends on October 19, 2024 and is subject to an automatic renewal for another eight-year term, unless earlier modified or terminated.

The RZMA was renewed on October 20, 2024 and the current term of the RZMA ends on October 20, 2032.

The RZMA is subject to an automatic eight-year renewal, unless earlier modified or terminated.

The descriptions of the .com Registry Agreement, the Cooperative Agreement, and the .net Registry Agreement are qualified in their entirety by reference to the text of the complete agreements that are incorporated by reference as exhibits in this Form 10-K.

10 unchanged sentences

Based on periodic monitoring, we believe that our employee turnover is relatively low compared to competitive benchmarks and historical trends.

We attribute our strong retention rates to our passion for and focus on the Company’s mission and values, our continual development of talent, and our delivery of competitive and equitable reward programs.

We regularly review our workforce policies, procedures, and training programs, as well as our overall workforce demographics, in an effort to create a work environment that is diverse, equitable, inclusive, and free from discrimination.

We attribute our strong retention rates to our employees’ passion for and focus on the Company’s mission and values, our continual development of talent, and our delivery of competitive and equitable reward programs.

We regularly review our workforce policies, procedures, and training programs, as well as our overall workforce demographics, in an effort to create a high performing, ethical, respectful, and collaborative work environment where employees can thrive.

Employee Engagement:

In order to deliver on our mission, it is essential to have an engaged workforce that exhibits our values, which include:

In order to deliver on our mission, we believe it is important to have a diverse and engaged workforce that exhibits our values, which include:

being stewards of the internet, being passionate about technology, respecting others, exhibiting integrity, taking responsibility, and holding ourselves to a higher standard.

These principles are integrated into our operating model and are foundational to our ability to attract, retain, and develop top talent.

This commitment serves to create engagement and drives a collaborative and inclusive environment where our employees can thrive.

To monitor engagement levels and well-being we routinely conduct employee surveys.

In our most recent survey in October 2023, approximately 93% of our employee population participated.

The survey results indicated that our employees remain highly engaged and connected with our mission and values.

Another engagement indicator is that the average tenure of our employees is approximately 10 years.

Diversity, Equity and Inclusion (DEI):

We are a diverse organization, and we believe that drives stronger performance, better decision making, and an inclusive culture where differences are valued.

We strive to create an environment where employees feel a sense of belonging and feel empowered to bring their diverse skills, perspectives, and talents to bear.

In 2023, we reinforced our strong foundation of equity and inclusion through roundtable discussions to support open dialogue, training sessions on the importance of a diverse and inclusive workplace and growing our employee resource group representation.

As part of our commitment to diversity, Verisign continues to partner with organizations that are dedicated to resisting and reversing historical injustice.

Our progress is evident through our October 2023 employee survey results where participants

indicated that they understand how to support an inclusive work environment and that Verisign demonstrates a visible commitment to diversity.

These principles are integrated into our operating model and are foundational to our ability to attract, retain, and develop top talent and allow us to drive stronger overall performance and decision making.

In 2024, we reinforced the importance of creating a respectful and inclusive workplace through training sessions.

Additionally, our five employee resource groups serve to educate and further drive connection and a sense of belonging across the workplace.

To monitor engagement levels and well-being we routinely conduct employee surveys and review key workforce statistics.

In our most recent survey conducted in October 2024, approximately 96% of our employee population participated.

The survey results indicated that our employees remain highly engaged, have a strong commitment to our mission and values, and are proud to work at Verisign.

These sentiments are reflected in our workforce statistics, including our average employee tenure of approximately 10 years.

Compensation, Pay Equity, and Employee Benefits:

6 unchanged sentences

Strategic talent reviews and succession planning occur on a regular basis.

We designed our management training to increase capability in the areas of communication, engagement, coaching, conflict management, and business skills, while fostering an ethical, supportive work environment free from bias and harassment.

We believe that employee development is anchored in acquiring skills and work experiences that meet the needs of the business and the individual.

We focus on leadership capability development and provide learning opportunities that enhance technical and soft skills to equip our workforce for current and future growth opportunities.

Our learning opportunities are a blend of on-the-job experiences, instructor-led and on-demand learning sessions that meet the unique development needs of our workforce.

We focus on leadership capability development and provide opportunities that enhance technical and soft skills to equip our workforce for current and future growth.

Our learning opportunities are a blend of on-the-job experiences and instructor-led and on-demand learning sessions that meet the unique

development needs of our workforce.

Additionally, all employees are required to complete annual ethics and compliance and monthly data security trainings.

Our managers regularly hold conversations with employees about career management, coaching, and other development opportunities to help encourage and drive the growth of our talent.

We are focused on the competitive labor market, and we are working diligently to attract the best talent from a diverse range of sources.

We continue to broaden our sourcing strategies, refresh our employment branding, and develop targeted recruitment strategies for specialized skill sets and underrepresented populations.

We are focused on the competitive labor market, and we work diligently to ensure comprehensive sourcing strategies are in place which enable the attraction of the best talent.

Employee Health, Safety and Well-being:

1 unchanged sentence

We have a robust physical safety and security program, including a life safety program which trains employees on appropriate emergency responses.

We also offer a holistic wellness experience for our employees through our internal employee wellness program, called Mindful Connections, that supports employees across three pillars:

We also offer a holistic wellness experience for our employees through our Mindful Connections program that supports employees across three pillars:

physical, emotional, and financial.

We support a hybrid work posture where our employees operate under team agreements that set the foundation for operating norms and allows employees to create work schedules that align with corporate and individual needs.

We support a hybrid work posture where our employees operate under team agreements that set the foundation for operating norms and allow employees to create work schedules that align with corporate and individual needs.

This provides employees more flexibility to manage a healthy work-life balance.

Our offices continue to be utilized to enhance collaboration, networking, and strategic discussion.

Our offices remain key to enabling collaboration, networking, and strategic discussion.

The following table shows a comparison of our consolidated employee headcount, by function:

28 unchanged sentences

Name Age Position

James Bidzos 68 Executive Chairman and Chief Executive Officer

Strubbe 60 President and Chief Operating Officer

James Bidzos 69 Executive Chairman, President, and Chief Executive Officer

Kilguss, III 64 Executive Vice President, Chief Financial Officer

McPherson 49 Executive Vice President, Engineering, Operations and Chief Security Officer

McPherson 50 Executive Vice President, Technology and Chief Security Officer

Indelicarto 61 Executive Vice President, General Counsel and Secretary

James Bidzos has served as Executive Chairman since August 2009 and Chief Executive Officer since August 2011.

He served as President from August 2011 to February 2020.

James Bidzos has served as Executive Chairman since August 2009 and Chief Executive Officer since August 2011 and President since April 2024.

He also served as President from August 2011 to February 2020.

He served as Executive Chairman and Chief Executive Officer on an interim basis from June 2008 to August 2009 and served as President from June 2008 to January 2009.

1 unchanged sentence

He served as Vice Chairman of the Board from December 2001 to August 2007.

Bidzos served as a director of VeriSign Japan from March 2008 to August 2010 and served as Representative Director of VeriSign Japan from March 2008 to September 2008.

Bidzos served as Vice Chairman of RSA Security Inc., an internet identity and access management solution provider, from March 1999 to May 2002, and Executive Vice President from July 1996 to February 1999.

1 unchanged sentence

from 1986 to February 1999.

Strubbe has served as Chief Operating Officer since April 2015 and President since February 2020.

From September 2009 to April 2015, he served as the President of the Unified Communications Business Segment for West Corporation, a provider of technology-driven communications services.

Prior to this, he was a co-founder and Managing Partner of Arbor Capital, LLC.

He has also served in executive leadership positions at First Data Corporation and CompuBank, N.A.

and as an associate and then as an engagement manager with McKinsey & Company, Inc.

He also served for five years as an infantry officer with the United States Army.

Strubbe holds an M.B.A.

degree from Harvard Business School and a B.S.

degree from the United States Military Academy at West Point.

Kilguss, III has served as Chief Financial Officer since May 2012.

5 unchanged sentences

degree in Economics and Finance from the University of Hartford.

McPherson has served as Executive Vice President, Engineering, Operations, and Chief Security Officer since April 2022.

McPherson has served as Executive Vice President, Technology and Chief Security Officer since April 2022.

From May 2010 to April 2022, he served in various roles of increasing responsibility, including as Chief Security Officer.

Prior to joining the Company, Mr.

McPherson was Chief Security Officer with Arbor Networks, a cybersecurity solutions company, and prior to that held technical leadership positions in architecture, engineering and operations with Amber Networks, a network technology company, Qwest Communications, Inc., a telecommunications company, Genuity, Inc., a technology company, MCI Communications, Inc., a telecommunications company, and the U.S.

Qwest Communications, Inc., a telecommunications company;

Genuity, Inc., a technology company;

MCI Communications, Inc., a telecommunications company;

Army Signal Corps.

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business