What changed in this filing

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Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-15 · 39 added, 41 removed, 148 unchanged (35% of the section changed)

17 unchanged sentences

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

On November 22, 2023 , Danny McPherson , the Company’s Executive Vice President, Engineering, Operations and Chief Security Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 6,000 shares of Company common stock between March 1, 2024 and March 28, 2025, subject to certain conditions.

No other directors or executive officers adopted , terminated or modified plans or other arrangements during the quarter ended December 31, 2023.

There were no directors or executive officers that adopted , terminated or modified plans or other arrangements during the quarter ended December 31, 2024.

Director Retirement

On February 10, 2025, Roger H.

Moore announced his retirement from the Board of Directors effective as of the next Annual Meeting of Stockholders of VeriSign, Inc.

at the end of his current term.

Moore’s retirement did not result from any disagreement with the Company concerning any matter relating to its operations, policies, or practice.

Bylaw Amendment

On February 10, 2025, our Board of Directors amended Article I, Section 2(f) of our Bylaws to change the time period during which the Secretary will not call a stockholder-requested special meeting to consider an identical or substantially similar item presented at an earlier meeting of stockholders.

The amendment shortens the time period when such a meeting will not be called by permitting a request that is delivered starting after 90 days, instead of 180 days, after the prior stockholders’ meeting.

This description of the amendment to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, as amended, a copy of which is filed as Exhibit 3.02 to this Form 10-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

7 unchanged sentences

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Conduct, to the extent applicable to the principal executive officer, principal financial officer, or other senior accounting officers, by posting such information on our website, on the web page found by clicking through to “Ethics and Business Conduct” as specified above.

The information required by this item regarding our insider trading policies and procedures will be included under the caption “ Insider Trading Policy ” in our 2025 Proxy Statement.

EXECUTIVE COMPENSATION

Information required by this item is incorporated herein by reference to our 2024 Proxy Statement from the discussions under the captions “Compensation of Directors,” “Non-Employee Director Retainer Fees and Equity Compensation Information” and “Non-Employee Director Compensation Table for 2023,” and “Executive Compensation.”

Information required by this item is incorporated herein by reference to our 2025 Proxy Statement from the discussions under the captions “Compensation of Directors,” “Non-Employee Director Retainer Fees and Equity Compensation Information” and “Non-Employee Director Compensation Table for 2024,” “Executive Compensation” and “Executive Compensation Tables.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

29 unchanged sentences

3.02 Bylaws of VeriSign, Inc.

10-K 2/19/21 3.02

4.01 Indenture, dated as of April 16, 2013, between VeriSign, Inc., each of the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee.

8-K 4/17/13 4.1

4.01 Indenture dated as of March 27, 2015 between VeriSign, Inc.

6 unchanged sentences

Bank National Association, as trustee.

8-K 6/8/2021 4.1

Incorporated by Reference

Number Exhibit Description Form Date Number Filed Herewith

4.04 First Supplemental Indenture, dated as of June 8, 2021, between VeriSign, Inc.

1 unchanged sentence

8-K 6/8/21 4.2

Incorporated by Reference

Number Exhibit Description Form Date Number Filed Herewith

4.05 Description of Securities of the Registrant

10-K 2/19/21 4.04

10.01 Amended and Restated 2007 Employee Stock Purchase Plan, as adopted August 30, 2007, and amended May 25, 2017.

DEF 14A 4/12/17 Appendix A

10.01 Amendment No.

2 unchanged sentences

10-K 7/12/07 10.27

10.03 Form of Amended and Restated Change-in-Control and Retention Agreement [CEO Form of Agreement].

10-Q 7/27/17 10.01

10.04 Amended and Restated Change-in-Control and Retention Agreement.

10.02 Form of Indemnity Agreement entered into by the Registrant with each of its directors and executive officers.

10-Q 4/28/10 10.01

2 unchanged sentences

10-Q 7/27/12 10.03

10.6 Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on November 29, 2012.

8-K 11/30/12 10.1

10.04 Amendment Number Thirty-Two (32) to the Cooperative Agreement between VeriSign, Inc.

2 unchanged sentences

10.05 VeriSign, Inc.

2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement for awards granted in 2022 and 2023 +

4/28/16 10.01

10.9 VeriSign, Inc.

2006 Equity Incentive Plan Form of Employee Restricted Stock Unit Agreement +

10-K 2/19/16 10.70

10.10 Veri Sign, Inc.

2006 Equity Incentive Plan Performance -Based Restricted Stock Unit Agreement for awards granted in or after 2024 +

10.11 Amendment to the .com Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on October 20, 2016

8-K 10/20/16 10.1

10.06 VeriSign, Inc.

2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement for awards granted in 2022 and 2023+

4/28/16 10.01

10.07 Amended and Restated VeriSign, Inc.

2006 Equity Incentive Plan, as amended and restated +

DEF 14A 4/29/16 Appendix A

10.08 Amendment Number Thirty-Three (33) to the Cooperative Agreement between VeriSign, Inc.

4 unchanged sentences

8-K 10/20/16 10.3

10.14 Amended and Restated VeriSign, Inc.

2006 Equity Incentive Plan, as amended and restated +

10.10 Amended and Restated 2007 Employee Stock Purchase Plan, as adopted August 30, 2007, and amended May 25, 2017.

DEF 14A 4/12/17 Appendix A

10.11 Form of Amended and Restated Change-in-Control and Retention Agreement [CEO Form of Agreement].

10-Q 7/27/17 10.01

10.12 Amended and Restated Change-in-Control and Retention Agreement.

10-Q 7/27/17 10.02

10.13 Amendment Thirty-Five (35) to the Cooperative Agreement between VeriSign, Inc.

3 unchanged sentences

10-K 2/15/19 10.20

Incorporated by Reference

Number Exhibit Description Form Date Number Filed Herewith

10.17 Second Amendment to the .com Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on March 27, 2019

10-K 2/14/20 10.21

10.15 Amendment to Asset Purchase Agreement and Transition Services Agreement between Neustar, Inc.

1 unchanged sentence

10-K 2/14/20 10.22

10.19 Third Amendment to the .com Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on March 27, 2020.

8-K 03/27/20 10.1

10.16 .Net Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers.

06/30/23 10.1

10.17 Credit Agreement, dated as of December 6, 2023 among VeriSign, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

12/08/23 10.1

10.22 Form of Indemnity Agreement entered into by the Registrant with each of its directors and executive officers.

10-Q 4/28/10 10.01

Incorporated by Reference

Number Exhibit Description Form Date Number Filed Herewith

10.18 VeriSign, Inc.

2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement for awards granted in or after 2024+

2/15/24 10.10

10.19 Registry Agreement between VeriSign, Inc.

and the Internet Corporation for Assigned Names and Numbers, entered into on November 25, 2024.

8-K 11/25/24 10.1

19.01 I nsider T rading Policy

21.01 Subsidiaries of the Registrant.

26 unchanged sentences

Signature Title

JAMES BIDZOS Chief Executive Officer,

JAMES BIDZOS Chief Executive Officer, President,

Executive Chairman and Director

2 unchanged sentences

KILGUSS, III Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

Senior Vice President, Global Controller and Chief Accounting Officer

(Principal Accounting Officer)

/S/ COURTNEY D.

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 9A. Controls and Procedures