What changed in this filing

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Item 1. Financial Statements

2025-04-24 compared with 2024-10-24 · 77 added, 91 removed, 225 unchanged (43% of the section changed)

3 unchanged sentences

(In millions, except par value)

September 30,

2025 December 31,

30 unchanged sentences

Issued shares:

355.2 at September 30, 2024 and 354.9 at December 31, 2023;

355.4 at March 31, 2025 and 355.2 at December 31, 2024;

Outstanding shares:

96.4 at September 30, 2024 and 101.3 at December 31, 2023

94.1 at March 31, 2025 and 95.0 at December 31, 2024

10,427.2 10,645.3

7 unchanged sentences

(In millions, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenues $ 402.3 $ 384.3

10 unchanged sentences

Net income 199.3 194.1

Other comprehensive income (loss) 0.4 0.4 0.2 ( 0.3 )

Other comprehensive loss ( 0.3 ) ( 0.2 )

Comprehensive income $ 199.0 $ 193.9

9 unchanged sentences

(In millions)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Total stockholders’ deficit, beginning of period $ ( 1,957.9 ) $ ( 1,581.0 )

12 unchanged sentences

Beginning balance ( 2.5 ) ( 2.6 )

Other comprehensive income (loss) 0.4 0.4 0.2 ( 0.3 )

Other comprehensive loss ( 0.3 ) ( 0.2 )

Balance, end of period ( 2.8 ) ( 2.8 )

4 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

15 unchanged sentences

Purchases of property and equipment ( 5.8 ) ( 3.8 )

Net cash provided by (used in) investing activities 307.0 ( 201.5 )

Net cash provided by investing activities 317.6 496.4

Cash flows from financing activities:

Repayment of borrowings ( 500.0 ) —

Proceeds from senior note issuance, net of issuance costs 493.9 —

Repurchases of common stock ( 241.7 ) ( 269.9 )

2 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 0.3 ) ( 0.4 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 27.2 ( 216.0 )

Net increase in cash, cash equivalents, and restricted cash 368.7 491.7

Cash, cash equivalents, and restricted cash at beginning of period 212.1 245.5

13 unchanged sentences

These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes contained in Verisign’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) filed with the SEC on February 13, 2025.

Reclassifications

Certain reclassifications have been made to prior period amounts to conform to current period presentation.

Such reclassifications have no effect on net income as previously reported.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires additional disclosure of significant segment expenses on an annual and interim basis.

This guidance will be applied retrospectively and will be effective for our 2024 Form 10-K, and for interim periods beginning in 2025.

We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-09, Income Taxes (Topic 740):

2 unchanged sentences

We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires additional disclosure of certain costs and expenses within the notes to the financial statements.

This guidance will be effective for our 2027 Form 10-K.

We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

Financial Instruments

1 unchanged sentence

The following table summarizes the Company’s cash, cash equivalents, and marketable securities and the fair value categorization of the financial instruments measured at fair value on a recurring basis:

September 30, December 31,

March 31, December 31,

(In millions)

11 unchanged sentences

The gross and net unrealized gains and losses included in the fair value of the debt securities were not significant for the periods presented.

All of the debt securities held as of September 30, 2024 are scheduled to mature in less than one year.

All of the debt securities held as of March 31, 2025 are scheduled to mature in less than one year.

Fair Value Measurements

6 unchanged sentences

The fair value of all of these financial instruments are classified as Level 1 in the fair value hierarchy.

As of September 30, 2024, the Company’s other financial instruments include cash, accounts receivable, restricted cash, and accounts payable whose carrying values approximated their face values.

The aggregate fair value of the Company’s current and long-term senior notes is $ 1.71 billion and $ 1.69 billion as of September 30, 2024 and December 31, 2023, respectively.

As of March 31, 2025, the Company’s other financial instruments include cash, accounts receivable, restricted cash, and accounts payable whose carrying values approximated their face values.

The aggregate fair value of the Company’s senior notes is $ 1.71 billion and $ 1.69 billion as of March 31, 2025 and December 31, 2024, respectively.

The fair values of these debt instruments are based on available market information from public data sources and are classified as Level 2.

Selected Balance Sheet Items

Other Current Assets

Other current assets consist of the following:

September 30, December 31,

(In millions)

Prepaid expenses $ 31.4 $ 23.3

Prepaid registry fees 24.4 23.8

Taxes receivable 9.8 7.3

Accounts receivable, net 6.0 6.3

Other 0.9 1.2

Total other current assets $ 72.5 $ 61.9

Other Long-Term Assets

Other long-term assets consist of the following:

September 30, December 31,

(In millions)

Operating lease right-of-use asset $ 10.1 $ 7.4

Long-term prepaid expenses 9.8 4.8

Long-term prepaid registry fees 8.3 8.3

Restricted cash 5.4 5.4

Other 3.0 3.1

Total other long-term assets $ 36.6 $ 29.0

The prepaid registry fees in the tables above relate to the fees the Company pays to ICANN for each annual term of .

com domain name registrations and renewals which are deferred and amortized over the domain name registration term.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following:

September 30, December 31,

March 31, December 31,

(In millions)

Accounts payable and accrued expenses $ 9.6 $ 10.6

Customer deposits 77.1 77.2

Taxes payable 101.8 65.8

Customer deposits 71.5 64.6

Accrued employee compensation 40.3 66.9

Interest payable 24.6 19.5

Accrued registry fees 14.2 12.6

Interest payable 12.9 19.5

Customer incentives payable 8.7 8.9

Current operating lease liabilities 5.4 5.2

Foreign currency forward contracts 0.3 10.7

Other accrued liabilities 2.5 3.7

2 unchanged sentences

This balance fluctuates from period to period due to the timing of income tax payments in the Company’s major tax jurisdictions.

Customer deposits varies from period to period due to the timing of payments from certain large customers.

Accrued employee compensation primarily consists of liabilities for employee leave, salaries, payroll taxes, employee contributions to the employee stock purchase plan, and incentive compensation.

Accrued employee incentive compensation as of December 31, 2023 was paid during the nine months ended September 30, 2024.

Accrued employee incentive compensation as of December 31, 2024 was paid during the three months ended March 31, 2025.

Interest payable varies at each period-end based on the payment due dates for each senior note issuance.

The liability related to the unrealized loss on foreign currency forward contracts as of December 31, 2023 was remeasured and paid upon settlement of the forward contract during the nine months ended September 30, 2024.

Current and long-term senior notes as of September 30, 2024 reflects the classification of $ 299.7 million of the Company’s $ 500.0 million senior notes due April 1, 2025 (“2025 Senior Notes”), net of unamortized debt issuance costs, as current liabilities, and the remaining $ 200.0 million as long-term liabilities.

Under existing market conditions, the Company intends to refinance all of its 2025 Senior Notes through the issuance of new long-term debt.

As of September 30, 2024, the Company has $ 200.0 million in borrowing capacity under its credit facility which matures in 2028.

If a suitable refinancing arrangement is not available due to a change in market conditions, the Company intends to utilize the credit facility to repay $ 200.0 million of the 2025 Senior Notes.

Long-term Tax and Other Liabilities

Long-term tax and other liabilities consist of the following:

September 30, December 31,

(In millions)

Long-term tax liabilities $ 11.8 $ 34.1

Long-term operating lease liabilities 4.4 2.2

Long-term tax and other liabilities $ 16.2 $ 36.3

Long-term tax liabilities as of September 30, 2024 reflects a $ 24.1 million reclassification to current liabilities of the final installment of the transition tax liability on accumulated foreign earnings resulting from the 2017 Tax Cuts and Jobs Act.

Share Repurchases

Effective July 25, 2024, the Company’s Board of Directors authorized the repurchase of its common stock in the amount of $ 1.11 billion, in addition to the $ 388.0 million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $ 1.50 billion under the program.

Interest payable as of March 31, 2025 reflects the early payment of accrued interest on the Company’s $ 500.0 million of 5.25 % senior unsecured notes (“2025 Notes”) in March 2025, prior to their maturity on April 1, 2025.

On March 11, 2025, the Company issued $ 500.0 million of 5.25 % senior unsecured notes due June 1, 2032 (“2032 Notes”).

The 2032 Notes were issued at 99.581 % of par value.

The Company will pay interest on the notes semi-annually on June 1 and December 1, commencing on June 1, 2025.

The total discount and issuance costs of $ 6.7 million are presented on the balance sheet as a reduction of the debt obligation and are being amortized to Interest expense over the 7-year term of the notes.

On March 31, 2025, the Company used the net proceeds from the 2032 Notes and cash on hand to fund the repayment of all of its $ 500.0 million aggregate principal amount of outstanding 2025 Notes.

Stockholders’ Deficit

Effective July 25, 2024, the Company’s Board of Directors authorized the repurchase of its common stock in the amount of approximately $ 1.11 billion, in addition to the $ 388.0 million that remained available for repurchases under the share repurchase program, for a total authorization of up to $ 1.50 billion under the program.

The program has no expiration date.

Purchases made under the program could be effected through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions.

As of September 30, 2024 there was approximately $ 1.28 billion remaining available for repurchases under the program.

The Company’s share repurchases are as follows:

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Shares Total Costs Average Price Shares Total Costs Average Price

As of March 31, 2025 there was approximately $ 792.7 million remaining available for repurchases under the program.

The summary of the Company’s common stock share repurchases are as follows.

Amounts may not add up due to rounding:

Three Months Ended March 31, 2025

Shares Total Costs Average Price

(In millions, except average price amounts)

3 unchanged sentences

Since inception, the Company has repurchased 261.3 million shares of its common stock for an aggregate cost of $ 15.12 billion, which is recorded as a reduction of Additional paid-in capital.

The share repurchase and authorization amounts disclosed in this Form 10-Q exclude the excise tax on share repurchases.

The share repurchase and authorization amounts disclosed within this Form 10-Q exclude the excise tax on share repurchases.

On April 23, 2025, the Company’s Board of Directors declared a cash dividend of $ 0.77 per share of the Company’s outstanding common stock to stockholders of record as of the close of business on May 19, 2025, payable on May 28, 2025.

The Company intends to continue to pay a cash dividend on a quarterly basis, subject to market conditions and approval by the Company’s Board of Directors.

Calculation of Earnings per Share

The following table presents the computation of weighted-average shares used in the calculation of basic and diluted earnings per share:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

(In millions)

5 unchanged sentences

The number of potential shares excluded from the calculation was not significant in any period presented.

Segment Information

The Company has one reportable segment that includes all the operations of the business.

The chief operating decision maker assesses performance and decides how to allocate resources based on revenues, operating income and net income as reported on the Consolidated Statement of Comprehensive Income.

The following table presents information about segment revenues, significant expenses and profits:

Three Months Ended March 31,

(In millions)

Revenues $ 402.3 $ 384.3

Costs and expenses:

Compensation and benefits expenses 62.1 58.8

Stock-based compensation expenses 17.5 15.1

Equipment and software expenses 12.0 10.9

Registry fee expenses 11.6 11.6

Depreciation expenses 8.9 9.8

Other segment items 19.0 19.2

Total costs and expenses 131.1 125.4

Operating Income 271.2 258.9

Interest expense ( 20.3 ) ( 18.8 )

Non-operating income, net 7.5 13.9

Income tax expense ( 59.1 ) ( 59.9 )

Net income $ 199.3 $ 194.1

Other segment items that are a part of our segment net income include professional services expenses, telecommunication expenses, legal expenses, occupancy expenses, marketing expenses, and travel expenses.

The Company generates revenues in the U.S.;

Europe, the Middle East and Africa (“EMEA”);

and certain other countries, including Canada, Japan, and Singapore.

Australia, China, Japan, Singapore, and other Asia Pacific countries (“APAC”);

and certain other countries, including Canada and Latin American countries.

The following table presents the Company’s revenues disaggregated by geography, based on the billing addresses of our customers:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

(In millions)

1 unchanged sentence

EMEA 67.0 60.3

China 19.7 22.0 60.2 71.0

Other 24.8 23.8

5 unchanged sentences

Deferred Revenues

As payments for domain name registrations and renewals are due in advance of our performance, we record these amounts as deferred revenues.

The increase in the deferred revenues balance for the nine months ended September 30, 2024 was primarily driven by amounts billed in the nine months ended September 30, 2024 for domain name registrations and renewals to be recognized as revenues in future periods, offset by refunds for domain name renewals deleted during the 45-day grace period, and $ 791.1 million of revenues recognized that were included in the deferred revenues balance at December 31, 2023.

The balance of deferred revenues as of September 30, 2024 represents our aggregate remaining performance obligations.

Amounts included in current deferred revenues are all expected to be recognized in revenues within 12 months, except for a portion of deferred revenues that relates to domain name renewals that are deleted in the 45-day grace period following the transaction.

As payment for domain name registrations and renewals are due in advance of the Company’s performance, the Company records these amounts as deferred revenues.

The increase in the deferred revenues balance for the three months ended March 31, 2025 was primarily driven by amounts billed in the three months ended March 31, 2025 for domain name registrations and renewals to be recognized as revenues in future periods, offset by refunds for domain name renewals deleted during the 45-day grace period, and $ 358.3 million of revenues recognized that were included in the deferred revenues balance at December 31, 2024.

The balance of deferred revenues as of March 31, 2025 represents the Company’s aggregate remaining performance obligations.

period following the transaction.

The long-term deferred revenues amounts will be recognized in revenues over several years, and in some cases, up to ten years.

2 unchanged sentences

The following table presents the classification of stock-based compensation:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

(In millions)

6 unchanged sentences

The following table presents the nature of the Company’s total stock-based compensation:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

(In millions)

1 unchanged sentence

Performance-based RSUs 3.8 2.1

ESPP 1.0 1.1 3.2 3.3

Total stock-based compensation $ 17.7 $ 15.3

1 unchanged sentence

Non-operating income, net, primarily consists of interest income from the Company’s surplus cash balances and marketable securities.

Interest income was $ 8.7 million and $ 30.4 million during the three and nine months ended September 30, 2024, respectively, compared to $ 11.6 million and $ 33.8 million during the same periods in 2023.

The decrease in interest income during the three and nine months ended September 30, 2024, compared to the same periods last year, primarily reflects the lower amounts invested in debt securities in the current periods.

Interest income was $ 7.9 million and $ 12.0 million during the three months ended March 31, 2025 and 2024, respectively.

The decrease in interest income during the three months ended March 31, 2025 primarily reflects the lower amounts invested in debt securities in the current period and slightly lower interest rates on the Company’s investments in debt securities compared to the prior period.

The following table presents Income tax expense and the effective tax rate:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

(Dollars in millions)

4 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-Q

Item 1. Financial Statements