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 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.

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, uncertainties, and other important factors, including, among other things, statements regarding the Company’s quarterly dividend 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. In some cases, you can identify forward-looking statements by terms such as “assumes,” “could,” “estimates,” “forecasts,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “targets,” “will,” “would,” “seeks,” “expects,” “anticipates,” “intends,” “believes” and similar language intended to identify forward-looking statements. 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 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.

Current wording

As of September 30, 2025, we had 171.9 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 $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.

Current wording

•We recorded revenues of $419.1 million and $1,231.3 million during the three and nine months ended September 30, 2025, which represents an increase of 7% and 6%, respectively, compared to the same periods in 2024.

Previous 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.

Current wording

•We recorded operating income of $284.3 million and $836.2 million during the three and nine months ended September 30, 2025, which represents an increase of 6% and 5%, respectively, compared to the same periods in 2024.

Previous 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.

Current wording

•As of September 30, 2025, we had 171.9 million.com and.netregistrations in the domain name base, which represents a 1.4% increase from September 30, 2024, and a net increase of 1.4 million domain name registrations from June 30, 2025.

Previous 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.

Current wording

•During the three months ended September 30, 2025, we processed 10.6 million new domain name registrations for.comand.net compared to 9.3 million for the same period in 2024.

Previous 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.

Current wording

•The final . com and . netrenewal rate for the second quarter of 2025 was 75.5% compared to 72.7% for the second 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 $493.8 million during the six months ended June 30, 2025, compared to $417.7 million for the same period in 2024.

Current wording

•We generated cash flows from operating activities of $801.5 million during the nine months ended September 30, 2025, compared to $671.1 million for the same period in 2024.

Previous 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.

Current wording

•On October 21, 2025, the 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 November 18, 2025, payable on November 25, 2025.

Previous 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.

Current wording

Revenues increased during the three and nine months ended September 30, 2025, as compared to the same periods last year, primarily due to the . com and . net price increases and an increase in the domain name base as of September 30, 2025 compared to September 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. 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.

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, the demand for . com and . net domain names may be limited by competitive pressure from other TLDs and alternatives for an online presence, such as social media and artificial intelligence. Additionally, changes in internet practices, consumer behavior, and global economic conditions, 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, may impact demand for . com and . net domain names. Our domain name base increased during the three and nine months ended September 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. 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.

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 nine months ended September 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

Cost of revenues increased slightly during the three months ended June 30, 2025, compared to the same period last year, due to a combination of individually insignificant factors.

Current wording

Cost of revenues increased during the three months ended September 30, 2025, compared to the same period last year, due to a combination of individually insignificant factors.

Previous 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.

Current wording

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

Previous wording

Cost of revenues increased slightly during the six months ended June 30, 2025, compared to the same period last year, primarily due to a $2.7 million increase in compensation and benefit expenses, including stock-based compensation expenses, as a result of annual salary increases, an increase in average headcount, and a combination of other individually insignificant factors.

Current wording

Research and development expenses increased during the nine months ended September 30, 2025, compared to the same period last year, primarily due to a $3.8 million increase in compensation and benefit expenses as a result of an increase in bonus expenses and annual salary increases.

Previous 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.

Current wording

Selling, general and administrative expenses increased during the nine months ended September 30, 2025, compared to the same period last year, primarily due to increases in compensation and benefit expenses, stock-based compensation expenses, and equipment and software expenses, partially offset by an increase in overhead expenses allocated to other cost types. Compensation and benefits expenses increased by $8.7 million primarily due to an increase in average headcount, an increase in bonus expenses, higher expenses for certain employee health-insurance related benefits, and annual salary increases. Stock-based compensation expenses increased by $5.6 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. Equipment and software expenses increased by $3.3 million primarily due to increases in expenses related to network security and other software services. Overhead expenses allocated to other cost types increased by $2.6 million due to an increase in total allocable expenses.

Previous 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.

Current wording

Interest expense increased slightly during the nine months ended September 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 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.

Current wording

Interest income is earned primarily from our surplus cash balances and marketable securities. The decrease in interest income during the three and nine months ended September 30, 2025, compared to the same periods last year, primarily reflects the lower amounts invested in debt securities in the current periods and slightly lower interest rates on our investments in debt securities. Other, net, reflects net gains and losses from our foreign currency exposure and related hedges.

Previous wording

House Resolution 1, commonly referred to as the One Big Beautiful Bill Act, was enacted into law on July 4, 2025. We are currently evaluating the impact that the tax regulations included in the Act will have on our financial statements.

Current wording

House Resolution 1, commonly referred to as the One Big Beautiful Bill Act, was enacted into law on July 4, 2025 (the “Act”). The tax regulations included in the Act did not have a material impact on our effective tax rate for the periods presented, and we do not expect the Act to have a material impact on our effective tax rate for 2025. We are currently evaluating the impact that the tax regulations may have on our financial statements in future years.

Previous 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.

Current wording

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. During the three months ended September 30, 2025, we repurchased 0.8 million shares of common stock for an aggregate cost of $215.0 million. As of September 30, 2025, there was $1.33 billion remaining available for future share repurchases under the share repurchase program.

Previous 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.

Current wording

In April 2025, we initiated a quarterly cash dividend. In the nine months ended September 30, 2025, we paid dividends of $144.1 million. On October 21, 2025, our 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 November 18, 2025, payable on November 25, 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

We believe existing cash, cash equivalents and marketable securities, and funds generated from operations, together with our ability to arrange for additional financing should be sufficient to meet our working capital, capital expenditure requirements, fund our dividend program, and to service our debt for the next 12 months and beyond. We regularly assess our cash management approach and activities in view of our current and potential future needs. Our cash requirements have not changed materially since the 2024 Form 10-K.

Current wording

We believe existing cash, cash equivalents and marketable securities, and funds generated from operations, together with our ability to arrange for additional financing should be sufficient to meet our working capital, capital expenditure requirements, fund our quarterly dividend, and to service our debt for the next 12 months and beyond. We regularly assess our cash management approach and activities in view of our current and potential future needs. Our cash requirements have not changed materially since the 2024 Form 10-K.

Previous wording

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

Current wording

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

Previous 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.

Current wording

Net cash provided by operating activities increased during the nine months ended September 30, 2025, compared to the same period last year, primarily due to an increase in cash received from customers, decreases in cash paid for income taxes and cash paid to employees and vendors, partially offset by an increase in 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 decreased primarily due to the enactment of the Act which restored the immediate deduction of research and experimentation expenses for U.S. federal income taxes. Cash paid to employees and vendors decreased primarily due to the timing of payments. 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 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.

Current wording

Net cash provided by investing activities decreased during the nine months ended September 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

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.

Current wording

Net cash used in financing activities decreased during the nine months ended September 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 shareholders, and payment of excise tax on share repurchases.