VERISIGN INC/CA

Previous wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties, including, among other things, statements regarding the Company’s dividend program and our expectations about the sufficiency of our existing cash, cash equivalents and marketable securities, and funds generated from operations, together with our borrowing capacity under the unsecured revolving credit facility. Forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. You should also carefully review the risks described in other documents we file from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that we file in 2025. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise, except as required by law.

Current wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties, including, among other things, statements regarding the Company’s dividend program and our expectations about the sufficiency of our existing cash, cash equivalents and marketable securities, and funds generated from operations, together with our borrowing capacity under the unsecured revolving credit facility. Forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” in Part II, Item 1A of the Quarterly Report on Form 10-Q for the period ended March 31, 2025. You should also carefully review the risks described in other documents we file from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that we file in 2025. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise, except as required by law.

Previous wording

As of March 31, 2025, we had 169.8 million.com and.netregistrations in the domain name base. The number of domain names registered is largely driven by continued growth in online advertising, e-commerce, and the number of internet users, which is partially driven by greater availability of internet access, as well as marketing activities carried out by us and our registrars. The number of domain name registrations under our management may be negatively impacted by certain factors, including overall economic conditions, competition from country code top-level domains (“ccTLDs”), other gTLDs, services that offer alternatives for an online presence, such as social media and artificial intelligence, and ongoing changes in the internet practices and behaviors of consumers and businesses. Factors such as the evolving practices and preferences of internet users, and how they navigate the internet, as well as the motivation of domain name registrants and how they will manage their investment in domain names, can negatively impact our business and the demand for new domain name registrations and renewals.

Current wording

As of June 30, 2025, we had 170.5 million.com and.netregistrations in the domain name base. The number of domain names registered is largely driven by continued growth in online advertising, e-commerce, and the number of internet users, which is partially driven by greater availability of internet access, as well as marketing activities carried out by us and our registrars. The number of domain name registrations under our management may be negatively impacted by certain factors, including overall economic conditions, competition from country code top-level domains (“ccTLDs”), other gTLDs, services that offer alternatives for an online presence, such as social media and artificial intelligence, and ongoing changes in the internet practices and behaviors of consumers and businesses. Factors such as the evolving practices and preferences of internet users, and how they navigate the internet, as well as the motivation of domain name registrants and how they will manage their investment in domain names, can negatively impact our business and the demand for new domain name registrations and renewals.

Previous wording

•We recorded revenues of $402.3 million during the three months ended March 31, 2025, which represents an increase of 5% compared to the same period in 2024.

Current wording

•We recorded revenues of $409.9 million and $812.2 million during the three and six months ended June 30, 2025, which represents an increase of 6% and 5%, respectively, compared to the same periods in 2024.

Previous wording

•We recorded operating income of $271.2 million during the three months ended March 31, 2025, which represents an increase of 5% compared to the same period in 2024.

Current wording

•We recorded operating income of $280.7 million and $551.9 million during the three and six months ended June 30, 2025, which represents an increase of 5% compared to the same periods in 2024.

Previous wording

•As of March 31, 2025, we had 169.8 million.com and.netregistrations in the domain name base, which represents a 1.5% decrease from March 31, 2024, and a net increase of 0.8 million domain name registrations from December 31, 2024.

Current wording

•As of June 30, 2025, we had 170.5 million.com and.netregistrations in the domain name base, which represents a 0.1% decrease from June 30, 2024, and a net increase of 0.7 million domain name registrations from March 31, 2025.

Previous wording

•During the three months ended March 31, 2025, we processed 10.1 million new domain name registrations for.comand.net compared to 9.5 million for the same period in 2024.

Current wording

•During the three months ended June 30, 2025, we processed 10.4 million new domain name registrations for.comand.net compared to 9.2 million for the same period in 2024.

Previous wording

•The final . com and . netrenewal rate for the fourth quarter of 2024 was 74.0% compared to 73.2% for the fourth quarter of 2023. Renewal rates are not fully measurable until 45 days after the end of the quarter.

Current wording

•The final . com and . netrenewal rate for the first quarter of 2025 was 75.5% compared to 74.1% for the first quarter of 2024. Renewal rates are not fully measurable until 45 days after the end of the quarter.

Previous wording

•We generated cash flows from operating activities of $291.3 million during the three months ended March 31, 2025, compared to $257.3 million for the same period in 2024.

Current wording

•We generated cash flows from operating activities of $493.8 million during the six months ended June 30, 2025, compared to $417.7 million for the same period in 2024.

Previous wording

Effective July 25, 2024, our Board of Directors authorized the repurchase of our 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. During the three months ended March 31, 2025, we repurchased 1.0 million shares of our common stock for an aggregate cost of $229.9 million. As of March 31, 2025, there was approximately $792.7 million remaining available for future share repurchases under the share repurchase program.

Current wording

•During the three months ended June 30, 2025, we repurchased 0.6 million shares of common stock for an aggregate cost of $162.6 million. As of June 30, 2025, there was $630.1 million remaining for future share repurchases under the share repurchase program. Effective July 24, 2025, the Board of Directors authorized the repurchase of 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.

Previous wording

On April 23, 2025, our Board of Directors declared a cash dividend of $0.77 per share of our outstanding common stock to stockholders of record as of the close of business on May 19, 2025, payable on May 28, 2025. We intend to continue to pay a cash dividend on a quarterly basis, subject to market conditions and approval by our Board of Directors.

Current wording

•On April 23, 2025, the Board of Directors declared a cash dividend of $0.77 per share of outstanding common stock, totaling $72.1 million, which was paid on May 28, 2025. On July 22, 2025, the Board of Directors declared a cash dividend of $0.77 per share of outstanding common stock to stockholders of record as of the close of business on August 19, 2025, payable on August 27, 2025.

Previous wording

Revenues increased during the three months ended March 31, 2025, as compared to the same period last year, primarily due to the . com and . net price increases, partially offset by a decline in the.comand.net domain name base.

Current wording

Revenues increased during the three and six months ended June 30, 2025, as compared to the same periods last year, primarily due to the . com and . net price increases, partially offset by a slight decline in the.comand.net domain name base as of June 30, 2025 compared to June 30, 2024.

Previous wording

Demand for.com and.net domain names has been primarily driven by continued internet growth and marketing activities carried out by us and our registrars. However, competitive pressure from ccTLDs, other gTLDs, services that offer alternatives for an online presence, such as social media and artificial intelligence, ongoing changes in internet practices and behaviors of consumers and businesses, as well as the motivation of existing domain name registrants managing their investment in domain names, such as for resale at increased prices or for revenue generation through website advertising, and global economic conditions, has limited the demand for.com and.net domain names and may continue to do so in the future. While the core value proposition of a domain name has remained strong, challenging economic and regulatory conditions weakened demand for . com and . net domain name registrations in China, and some registrars, particularly in the U.S., shifted their focus to increasing profitability through higher retail pricing and decreasing marketing activities targeting new customer acquisition during 2024. The combination of these factors negatively impacted our renewal rates and the volume of new domain name registrations, resulting in a decline in our domain name base during 2024. These business conditions began to improve at the end of 2024 and have continued into the first quarter of 2025 resulting in an increase in both new registrations and renewal rates. While still early, we are seeing more focus from registrars on customer acquisition and some early engagement from registrars with our marketing programs.

Current wording

Demand for.com and.net domain names has been primarily driven by continued internet growth and marketing activities carried out by us and our registrars. However, competitive pressure from ccTLDs, other gTLDs, services that offer alternatives for an online presence, such as social media and artificial intelligence, ongoing changes in internet practices and behaviors of consumers and businesses, as well as the motivation of existing domain name registrants managing their investment in domain names, such as for resale at increased prices or for revenue generation through website advertising, and global economic conditions, has limited the demand for . com and . net domain names and may continue to do so in the future. Our domain name base increased during the three and six months ended June 30, 2025 compared to December 31, 2024, with higher new registrations and renewal rates, as business conditions improved following a period of decline during 2024 and as registrars focus more on customer acquisition and have continued to engage with our marketing programs.

Previous wording

Revenues in the table above are attributed to the country of domicile and the respective regions in which our registrars are located; however, this may differ from the regions where the registrars operate or where registrants are located. Revenue growth for each region may be impacted by registrars reincorporating, relocating, or from acquisitions or changes in affiliations of resellers. Revenue growth for each region may also be impacted by registrars domiciled in one region, registering domain names in another region. The majority of our revenue growth was generated from registrars based in the U.S. and EMEA, while revenue in APAC decreased slightly during the three months ended March 31, 2025 compared to the same period in 2024. The decline in revenues from registrars based in APAC was due to lower demand in China where revenues decreased by 7% compared to the prior period.

Current wording

Revenues in the table above are attributed to the country of domicile and the respective regions in which our registrars are located; however, this may differ from the regions where the registrars operate or where registrants are located. Revenue growth for each region may be impacted by registrars reincorporating, relocating, or from acquisitions or changes in affiliations of resellers. Revenue growth for each region may also be impacted by registrars domiciled in one region, registering domain names in another region. While revenues increased in all regions during the three and six months ended June 30, 2025, compared to the same periods in 2024, the majority of our revenue growth was generated from registrars based in the U.S. and EMEA.

Previous wording

Research and development expenses increased slightly during the three months ended March 31, 2025, compared to the same period last year, due to a combination of individually insignificant factors.

Current wording

Research and development expenses increased slightly during the three and six months ended June 30, 2025, compared to the same periods last year, due to a combination of individually insignificant factors.

Previous wording

Selling, general and administrative expenses increased during the three months ended March 31, 2025, compared to the same period last year, primarily due to an increase in compensation and benefits expenses, including stock-based compensation expenses. Compensation and benefits expenses, including stock-based compensation expenses, increased by $3.8 million, primarily due to higher expenses for certain employee health insurance related benefits, annual salary increases, and an increase in the total projected achievement levels on certain performance-based RSU grants.

Current wording

Selling, general and administrative expenses increased during the six months ended June 30, 2025, compared to the same period last year, primarily due to increases in compensation and benefit expenses and stock-based compensation expenses. Compensation and benefits expenses increased by $4.6 million primarily due to an increase in average headcount, higher expenses for certain employee health insurance related benefits, an increase in bonus expenses, and annual salary increases. Stock-based compensation expenses increased by $3.6 million primarily due to an increase in the total projected achievement levels on certain performance-based RSU grants and an increase in the total value of RSUs granted in 2025.

Previous wording

Interest expense increased slightly during the three months ended March 31, 2025, compared to the same period last year, due to interest accrued on the 2032 Notes issued on March 11, 2025.

Current wording

Interest expense increased slightly during the six months ended June 30, 2025, compared to the same period last year, primarily due to the period of overlap between the issuance of the 2032 Notes and repayment of the 2025 Notes.

Previous wording

Non-operating income decreased during the three months ended March 31, 2025, compared to the same period last year, primarily due to a decrease in interest income as a result of lower amounts invested in debt securities in the current period and slightly lower interest rates on the Company’s investments in debt securities.

Current wording

Non-operating income decreased during the three and six months ended June 30, 2025, compared to the same periods last year, primarily due to a decrease in interest income as a result of lower amounts invested in debt securities in the current periods and slightly lower interest rates on the Company’s investments in debt securities.

Previous wording

•On April 23, 2025, our Board of Directors declared a cash dividend of $0.77 per share of our outstanding common stock to stockholders of record as of the close of business on May 19, 2025, payable on May 28, 2025. We intend to continue to pay a cash dividend on a quarterly basis, subject to market conditions and approval by our Board of Directors.

Current wording

On April 23, 2025, the Board of Directors declared a cash dividend of $0.77 per share of outstanding common stock, totaling $72.1 million, which was paid on May 28, 2025. On July 22, 2025, the Board of Directors declared a cash dividend of $0.77 per share of outstanding common stock to stockholders of record as of the close of business on August 19, 2025, payable on August 27, 2025. We intend to continue to pay a cash dividend on a quarterly basis, subject to market conditions and approval by the Board of Directors.

Previous wording

On March 11, 2025, we issued $500.0 million of 5.25% senior notes due June 1, 2032. On March 31, 2025, we used the net proceeds from the 2032 Notes, along with cash on hand, to fund the repayment of all of our $500.0 million aggregate principal amount of outstanding 5.25% senior notes due April 1, 2025. As of March 31, 2025, we also had $750.0 million principal amount outstanding of 2.70% senior unsecured notes due 2031 and $550.0 million principal amount outstanding of 4.75% senior unsecured notes due 2027. As of March 31, 2025, we had no outstanding borrowings and $200.0 million in borrowing capacity under our credit facility which matures in 2028.

Current wording

On March 11, 2025, we issued $500.0 million of the 2032 Notes. On March 31, 2025, we used the net proceeds from the 2032 Notes, along with cash on hand, to fund the repayment of all of our $500.0 million aggregate principal amount of outstanding 2025 Notes. As of June 30, 2025, we also had $750.0 million principal amount outstanding of 2.70% senior unsecured notes due 2031 and $550.0 million principal amount outstanding of 4.75% senior unsecured notes due 2027. As of June 30, 2025, we had no outstanding borrowings and $200.0 million in borrowing capacity under our credit facility which matures in 2028.

Previous wording

In summary, our cash flows for the three months ended March 31, 2025 and 2024 were as follows:

Current wording

In summary, our cash flows for the six months ended June 30, 2025 and 2024 were as follows:

Previous wording

Net cash provided by operating activities increased during the three months ended March 31, 2025, compared to the same period last year, primarily due to an increase in cash received from customers, partially offset by increases in cash paid for interest and cash paid for income taxes. Cash received from customers increased primarily due to the . com and . net price increases and higher . com domain name registrations and renewals. Cash paid for interest increased due to the payment of interest accrued on our 2025 Notes in March 2025, prior to their maturity date of April 1, 2025. Cash paid for income taxes increased primarily due to comparatively higher non-US income tax payments.

Current wording

Net cash provided by operating activities increased during the six months ended June 30, 2025, compared to the same period last year, primarily due to an increase in cash received from customers, partially offset by increases in cash paid for income taxes and cash paid for interest. Cash received from customers increased primarily due to the . com and . net price increases and higher . com domain name registrations and renewals. Cash paid for income taxes increased primarily due to comparatively higher state and non-U.S. income taxes. Cash paid for interest increased due to the payment of interest on our 2032 Notes in June 2025.

Previous wording

Net cash provided by investing activities decreased during the three months ended March 31, 2025, compared to the same period last year, primarily due to a decrease in proceeds from maturities and sales of marketable securities, net of purchases of marketable securities.

Current wording

Net cash provided by investing activities decreased during the six months ended June 30, 2025, compared to the same period last year, primarily due to a decrease in proceeds from maturities and sales of marketable securities, net of purchases of marketable securities.

Previous wording

The changes in cash flows from financing activities primarily relate to proceeds from and repayment of borrowings, share repurchases, and proceeds from our employee stock purchase plan.

Current wording

The changes in cash flows from financing activities primarily relate to proceeds from and repayment of borrowings, share repurchases, dividend payments, payment of excise tax on share repurchases, and proceeds from our employee stock purchase plan.

Previous wording

Net cash used in financing activities decreased during the three months ended March 31, 2025, compared to the same period last year, primarily due to proceeds received from the issuance of our 2032 Notes and a decrease in share repurchases, partially offset by the repayment of our 2025 Notes.

Current wording

Net cash used in financing activities decreased during the six months ended June 30, 2025, compared to the same period last year, primarily due to proceeds received from the issuance of our 2032 Notes and a decrease in share repurchases, partially offset by the repayment of our 2025 Notes, dividend payments to common shareholders in May 2025, and payment of excise tax on share repurchases.