UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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VERISIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware

 

 

(703) 948-3200

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                 ☐

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The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-285483) of the Company (the “Registration Statement”), and the prospectus supplement dated June 18, 2026 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 23, 2026. The Offering is expected to close on June 26, 2026. The legal opinion of Gibson, Dunn & Crutcher LLP related to the Offering pursuant to the Registration Statement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

The Company expects that the net proceeds from the Offering will be approximately $545 million, after deducting the underwriters’ discounts and the estimated expenses of the Offering. The Company intends to use the net proceeds from the Offering, together with cash on hand, to fund the redemption of its $550 million aggregate principal amount of outstanding 4.750% Senior Notes due 2027.

 

The Notes will be issued pursuant to the Indenture (the “Base Indenture”), dated as of June 8, 2021, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture (the “Supplemental Indenture”), to be dated as of June 26, 2026, between the Company and the Trustee. The Notes will be represented by two global securities, a form of which is included as an exhibit to the Supplemental Indenture. A copy of the Base Indenture was previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated as of June 8, 2021. The form of Supplemental Indenture and the form of global note are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  June 26, 2026

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