What changed in this filing

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Item 1. Financial Statements

2026-07-23 compared with 2026-04-23 · 70 added, 45 removed, 279 unchanged (29% of the section changed)

20 unchanged sentences

Deferred revenues 1,084.8 1,035.1

Current senior notes 549.3 —

Total current liabilities 1,899.1 1,333.1

12 unchanged sentences

Issued shares:

355.8 at March 31, 2026 and 355.6 at December 31, 2025;

355.9 at June 30, 2026 and 355.6 at December 31, 2025;

Outstanding shares:

91.1 at March 31, 2026 and 91.9 at December 31, 2025

90.4 at June 30, 2026 and 91.9 at December 31, 2025

9,092.7 9,623.5

7 unchanged sentences

(In millions, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 434.6 $ 409.9 $ 863.5 $ 812.2

22 unchanged sentences

(In millions)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Total stockholders’ deficit, beginning of period $ ( 2,213.4 ) $ ( 1,977.0 ) $ ( 2,154.2 ) $ ( 1,957.9 )

21 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

3 unchanged sentences

Stock-based compensation expense 38.5 33.4

Amortization of discount on investments in debt securities ( 1.6 ) ( 3.6 )

Other, net ( 1.7 ) ( 3.4 )

11 unchanged sentences

Cash flows from financing activities:

Proceeds from senior note issuance, net of issuance costs 546.4 493.3

Repurchases of common stock ( 426.8 ) ( 408.5 )

1 unchanged sentence

Proceeds from employee stock purchase plan 8.5 7.9

Payment of excise tax on repurchase of common stock ( 7.9 ) ( 11.6 )

Repayment of borrowings — ( 500.0 )

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

Net cash used in financing activities ( 27.6 ) ( 491.0 )

16 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, 2025 (the “2025 Form 10-K”) filed with the SEC on February 5, 2026.

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

13 unchanged sentences

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:

March 31, December 31,

June 30, 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 March 31, 2026 are scheduled to mature in less than one year.

All of the debt securities held as of June 30, 2026 are scheduled to mature in less than one year.

Fair Value Measurements

5 unchanged sentences

The fair value of the Company’s foreign currency forward contracts is based on foreign currency rates quoted by banks or foreign currency dealers and other public data sources.

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

As of March 31, 2026, 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 $ 1.73 billion and $ 1.75 billion as of March 31, 2026 and December 31, 2025, respectively.

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

As of June 30, 2026, 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 $ 2.28 billion and $ 1.75 billion as of June 30, 2026 and December 31, 2025, respectively.

Refer to Note 4, “Debt,” for details regarding the senior notes issued in June 2026.

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

2 unchanged sentences

Other current assets consist of the following:

March 31, December 31,

June 30, December 31,

(In millions)

1 unchanged sentence

Prepaid registry fees 28.3 26.6

Accounts receivable, net 11.3 7.7

Taxes receivable 14.7 7.2

Accounts receivable, net 9.5 7.7

Other 0.8 2.4

1 unchanged sentence

Property and Equipment, Net

Certain assets included in property and equipment, net were classified as held for sale as of March 31, 2026 and December 31, 2025.

Certain assets included in Property and equipment, net were classified as held for sale as of June 30, 2026 and December 31, 2025.

These assets are not material.

1 unchanged sentence

Other long-term assets consist of the following:

March 31, December 31,

June 30, December 31,

(In millions)

Operating lease right-of-use asset $ 9.6 $ 9.8

Long-term prepaid expenses $ 9.8 $ 6.5

Operating lease right-of-use asset 9.7 9.8

Long-term prepaid registry fees 8.7 8.4

6 unchanged sentences

Accounts payable and accrued liabilities consist of the following:

March 31, December 31,

June 30, December 31,

(In millions)

Accounts payable and accrued expenses $ 13.1 $ 13.8

Taxes payable 91.2 64.0

Customer deposits 78.6 92.6

Taxes payable 61.3 64.0

Accrued employee compensation 52.8 77.2

Customer incentives payable 19.4 13.2

Interest payable 15.4 15.1

Accrued registry fees 14.7 13.4

Customer incentives payable 14.3 13.2

Current operating lease liabilities 5.9 5.8

1 unchanged sentence

Total accounts payable and accrued liabilities $ 265.0 $ 298.0

Taxes payable reflects amounts accrued for the income tax provision net of payments made during the period.

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

Customer deposits vary 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, 2025 was paid during the three months ended March 31, 2026.

Accrued employee incentive compensation as of December 31, 2025 was paid during the six months ended June 30, 2026.

On June 26, 2026, the Company issued $ 550.0 million of 5.10 % senior unsecured notes due July 15, 2031 (“2026 Notes”).

The 2026 Notes were issued at 99.961 % of par value.

The Company will pay interest on the notes semi-annually on January 15 and July 15, commencing on January 15, 2027.

The total discount and issuance costs of $ 5.0 million are presented on the balance sheet as a reduction of the debt obligation and are being amortized to Interest expense over the 5-year term of the notes.

On June 18, 2026, the Company issued an irrevocable redemption notice on its $ 550.0 million aggregate principal amount of outstanding 4.75 % senior unsecured notes issued in 2017 (“2017 Notes”) that were scheduled to mature on July 15, 2027.

As such, current and long-term senior notes as of June 30, 2026 reflect the classification of $ 549.3 million of the Company’s 2017 Notes, net of unamortized debt issuance costs, as current liabilities.

On July 20, 2026, the Company used the net proceeds from the 2026 Notes and cash on hand to redeem all of its 2017 Notes.

Stockholders’ Deficit

Effective July 24, 2025, the Company’s Board of Directors authorized the repurchase of its common stock in the amount of $ 913.1 million, in addition to the $ 586.9 million that remained available for repurchases under the prior share repurchase authorization, for a total repurchase authorization of up to $ 1.50 billion under the program.

The program has no expiration date.

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

As of March 31, 2026 there was $ 862.8 million remaining available for repurchases under the program.

A summary of the Company’s common stock repurchases is as follows:

Amounts may not add up due to rounding:

Three Months Ended March 31, 2026

Shares Total Costs Average Price

Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

Shares Total Costs Average Price Shares Total Costs Average Price

(In millions, except average price amounts)

2 unchanged sentences

Total repurchases 0.7 $ 201.4 $ 275.59 1.7 $ 426.8 $ 252.27

As of June 30, 2026, there was $ 666.0 million remaining available for repurchases under the Company’s share repurchase program.

The program has no expiration date.

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

Effective July 23, 2026, the Company’s Board of Directors authorized the repurchase of its common stock in the amount of $ 884.2 million, in addition to the $ 615.8 million that remained available for repurchases under the prior share repurchase authorization, for a total repurchase authorization of up to $ 1.50 billion under the program.

Since inception, the Company has repurchased 265.4 million shares of its common stock for an aggregate cost of $ 16.19 billion, which is recorded as a reduction of Additional paid-in capital.

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

On February 3, 2026, the Company’s Board of Directors declared a cash dividend of $ 0.81 per share of the Company’s outstanding common stock, totaling $ 74.2 million, which was paid on February 27, 2026.

The dividend was accounted for as a reduction of Additional paid-in capital.

On April 20, 2026, the Company’s Board of Directors declared a cash dividend of $ 0.81 per share of the Company’s outstanding common stock to stockholders of record as of the close of business on May 19, 2026, payable on May 27, 2026.

A summary of the Company’s dividend activities is as follows:

Dividend Per Share

(In millions, except per share amounts)

February 19, 2026 February 27, 2026 $ 0.81 $ 74.2

May 19, 2026 May 27, 2026 0.81 73.6

$ 1.62 $ 147.8

The dividends were accounted for as a reduction of Additional paid-in capital.

On July 20, 2026, the Company’s Board of Directors declared a cash dividend of $ 0.81 per share of the Company’s outstanding common stock to stockholders of record as of the close of business on August 19, 2026, payable on August 27, 2026.

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.

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions)

9 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions)

13 unchanged sentences

Net income $ 216.5 $ 207.4 $ 431.0 $ 406.7

Other segment items that are a part of the Company’s segment net income include professional services expenses, telecommunication expenses, legal expenses, and occupancy expenses.

Other segment items that are a part of the Company’s segment net income include professional services expenses, telecommunication expenses, legal expenses, occupancy expenses, and other miscellaneous expenses.

The Company generates revenues in the U.S.;

3 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions)

1 unchanged sentence

EMEA 75.9 68.8 149.4 135.8

47.5 45.5 95.5 89.9

Other 23.5 25.1 47.5 49.9

6 unchanged sentences

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, 2026 was primarily driven by amounts billed in the three months ended March 31, 2026 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 $ 384.1 million of revenues recognized that were included in the deferred revenues balance at December 31, 2025.

The balance of deferred revenues as of March 31, 2026 represents the Company’s 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.

The increase in the deferred revenues balance for the six months ended June 30, 2026 was primarily driven by amounts billed in the six months ended June 30, 2026 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 $ 679.4 million of revenues recognized that were included in the deferred revenues balance at December 31, 2025.

The balance of deferred revenues as of June 30, 2026 represents the Company’s 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.

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions)

6 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In millions)

1 unchanged sentence

Performance-based RSUs 5.2 2.4 10.1 6.2

ESPP 1.1 0.9 2.1 1.8

Total stock-based compensation $ 19.7 $ 16.2 $ 39.0 $ 33.9

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 $ 5.2 million and $ 7.9 million during the three months ended March 31, 2026 and 2025, respectively.

The decrease in interest income during the three months ended March 31, 2026 primarily reflects the lower amounts invested in debt securities in the current period and lower interest rates on the Company’s investments in debt securities compared to the prior period.

Interest income was $ 5.0 million and $ 10.2 million during the three and six months ended June 30, 2026, respectively, compared to $ 6.0 million and $ 13.9 million during the same periods in 2025.

The decrease in interest income during the three and six months ended June 30, 2026 primarily reflects the lower amounts invested in debt securities in the current period and 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(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