UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2023~~2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-23593

VERISIGN, INC.

(Exact name of registrant as specified in its charter)


Delaware		94-3221585
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12061 Bluemont Way,
Reston,	Virginia	20190
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 948-3200

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	VRSN	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ��Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class						Shares Outstanding as of April ~~21, 2023~~19, 2024
Common stock, $0.001 par value per share						~~104,096,418~~99.6 million

Table of Contents

TABLE OF CONTENTS


		Page
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 3 1 ~~, 202~~3 31, 2024 and December 31, 202 23	3
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 3 1 ~~, 202~~3 31, 2024 and ~~202~~22023	4
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended M ~~arch~~ 3 1 ~~, 202~~3 March 31, 2024 and ~~202~~22023	5
	Condensed Consolidated Statements of Cash Flows for the ~~Thr~~ee Three Months Ended March 3 1 ~~, 202~~3 31, 2024 and ~~202~~22023	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1112
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1617
Item 4.	Controls and Procedures	1617
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	1618
Item 1A.	Risk Factors	1618
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1718
Item 5.	Other Information	18
Item 6.	Exhibits	1719
Signatures		1820

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VERISIGN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value)

(Unaudited)


		March 31, 2023		December 31, 2022
	March 31, 2024						March 31, 2024	December 31, 2023
ASSETS	ASSETS
Current assets:	Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	819.8	$	373.6
Marketable securities	Marketable securities	195.2		606.8
Other current assets	Other current assets	58.1		58.3
Total current assets	Total current assets	1,073.1		1,038.7
Property and equipment, net	Property and equipment, net	224.9		232.0
Goodwill	Goodwill	52.5		52.5
Deferred tax assets	Deferred tax assets	232.6		234.6
Deposits to acquire intangible assets	Deposits to acquire intangible assets	145.0		145.0
Other long-term assets	Other long-term assets	28.9		30.6
Total long-term assets	Total long-term assets	683.9		694.7
Total assets	Total assets	$	1,757.0	$	1,733.4
LIABILITIES AND STOCKHOLDERS’ DEFICIT	LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:	Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	239.2	$	226.5
Deferred revenues	Deferred revenues	932.2		890.4
Total current liabilities	Total current liabilities	1,171.4		1,116.9
Long-term deferred revenues	Long-term deferred revenues	328.7		328.7
Senior notes	Senior notes	1,788.5		1,787.9
Long-term tax and other liabilities	Long-term tax and other liabilities	62.2		62.1
Total long-term liabilities	Total long-term liabilities	2,179.4		2,178.7
Total liabilities	Total liabilities	3,350.8		3,295.6
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Stockholders’ deficit:	Stockholders’ deficit:
Preferred stock—par value $.001 per share; Authorized shares: 5.0; Issued and outstanding shares: none	Preferred stock—par value $.001 per share; Authorized shares: 5.0; Issued and outstanding shares: none	—		—
Common stock and additional paid-in capital—par value $.001 per share; Authorized shares: 1,000; Issued shares: 354.7 at March 31, 2023 and 354.5 at December 31, 2022; Outstanding shares: 104.3 at March 31, 2023 and 105.3 at December 31, 2022		12,434.2		12,644.5
Preferred stock—par value $.001 per share; Authorized shares: 5.0; Issued and outstanding shares: none
Preferred stock—par value $.001 per share; Authorized shares: 5.0; Issued and outstanding shares: none
Common stock and additional paid-in capital—par value $.001 per share; Authorized shares: 1,000; Issued shares: 355.1 at March 31, 2024 and 354.9 at December 31, 2023; Outstanding shares: 100.1 at March 31, 2024 and 101.3 at December 31, 2023
Accumulated deficit	Accumulated deficit	(14,025.3)		(14,204.0)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(2.7)		(2.7)
Total stockholders’ deficit	Total stockholders’ deficit	(1,593.8)		(1,562.2)
Total liabilities and stockholders’ deficit	Total liabilities and stockholders’ deficit	$	1,757.0	$	1,733.4

See accompanying Notes to Condensed Consolidated Financial Statements.

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VERISIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, except per share data)

(Unaudited)


		Three Months Ended March 31,				Three Months Ended March 31,
		2023		2022			2024	2023
Revenues	Revenues	$	364.4	$	346.9
Costs and expenses:	Costs and expenses:
Cost of revenues
Cost of revenues
Cost of revenues	Cost of revenues	49.9		50.7
Research and development	Research and development	24.2		22.9
Selling, general and administrative	Selling, general and administrative	49.0		48.5
Total costs and expenses	Total costs and expenses	123.1		122.1
Operating income	Operating income	241.3		224.8
Interest expense	Interest expense	(18.8)		(18.8)
Non-operating income, net	Non-operating income, net	11.3		0.3
Income before income taxes	Income before income taxes	233.8		206.3
Income tax expense	Income tax expense	(55.1)		(48.8)
Net income	Net income	178.7		157.5
Other comprehensive loss	Other comprehensive loss	—		(0.2)
Comprehensive income	Comprehensive income	$	178.7	$	157.3

Earnings per share:	Earnings per share:
Earnings per share:
Earnings per share:
Basic
Basic
Basic	Basic	$	1.70	$	1.43
Diluted	Diluted	$	1.70	$	1.43
Shares used to compute earnings per share	Shares used to compute earnings per share
Basic	Basic	104.9		110.2
Basic
Basic
Diluted	Diluted	105.0		110.3

See accompanying Notes to Condensed Consolidated Financial Statements.

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VERISIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In millions)

(Unaudited)


		Three Months Ended March 31,
		2023		2022
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
Total stockholders’ deficit, beginning of period	Total stockholders’ deficit, beginning of period	$	(1,562.2)	$	(1,260.5)

Common stock and additional paid-in capital	Common stock and additional paid-in capital
Common stock and additional paid-in capital
Common stock and additional paid-in capital
Beginning balance
Beginning balance
Beginning balance	Beginning balance	12,644.5		13,620.1
Repurchase of common stock	Repurchase of common stock	(230.5)		(204.6)
Stock-based compensation	Stock-based compensation	14.1		14.5
Issuance of common stock under stock plans	Issuance of common stock under stock plans	8.0		8.2
Excise tax on repurchase of common stock	Excise tax on repurchase of common stock	(1.9)		—
Balance, end of period	Balance, end of period	12,434.2		13,438.2

Accumulated deficit	Accumulated deficit
Accumulated deficit
Accumulated deficit
Beginning balance
Beginning balance
Beginning balance	Beginning balance	(14,204.0)		(14,877.8)
Net income	Net income	178.7		157.5
Balance, end of period	Balance, end of period	(14,025.3)		(14,720.3)

Accumulated other comprehensive loss	Accumulated other comprehensive loss
Accumulated other comprehensive loss
Accumulated other comprehensive loss
Beginning balance
Beginning balance
Beginning balance	Beginning balance	(2.7)		(2.8)
Other comprehensive loss	Other comprehensive loss	—		(0.2)
Balance, end of period	Balance, end of period	(2.7)		(3.0)

Total stockholders’ deficit, end of period	Total stockholders’ deficit, end of period	$	(1,593.8)	$	(1,285.1)
Total stockholders’ deficit, end of period
Total stockholders’ deficit, end of period

See accompanying Notes to Condensed Consolidated Financial Statements.

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VERISIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


		Three Months Ended March 31,
	Three Months Ended March 31,							Three Months Ended March 31,
		2023		2022		2024	2023
Cash flows from operating activities:	Cash flows from operating activities:
Net income	Net income	$	178.7	$	157.5
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	Depreciation of property and equipment	11.6		11.9
Depreciation of property and equipment
Depreciation of property and equipment
Stock-based compensation expense	Stock-based compensation expense	13.8		14.2
Amortization of discount on investments in debt securities
Other, net	Other, net	(2.9)		0.6
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:
Other assets	Other assets	1.9		8.3
Accounts payable and accrued liabilities		11.6		(14.9)
Other assets
Other assets
Other liabilities
Deferred revenues	Deferred revenues	41.8		28.3
Net deferred income taxes and other long-term tax liabilities		2.5		1.2
Net deferred income taxes
Net cash provided by operating activities	Net cash provided by operating activities	259.0		207.1
Cash flows from investing activities:	Cash flows from investing activities:
Proceeds from maturities and sales of marketable securities
Proceeds from maturities and sales of marketable securities
Proceeds from maturities and sales of marketable securities	Proceeds from maturities and sales of marketable securities	562.0		696.0
Purchases of marketable securities	Purchases of marketable securities	(146.5)		(164.9)
Purchases of property and equipment	Purchases of property and equipment	(5.7)		(6.6)
Net cash provided by investing activities	Net cash provided by investing activities	409.8		524.5
Cash flows from financing activities:	Cash flows from financing activities:
Repurchases of common stock	Repurchases of common stock	(230.5)		(204.6)
Repurchases of common stock
Repurchases of common stock
Proceeds from employee stock purchase plan	Proceeds from employee stock purchase plan	8.0		8.2

Net cash used in financing activities
Net cash used in financing activities
Net cash used in financing activities	Net cash used in financing activities	(222.5)		(196.4)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(0.2)		(0.1)
Net increase in cash, cash equivalents, and restricted cash	Net increase in cash, cash equivalents, and restricted cash	446.1		535.1
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	379.0		228.8
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	825.1	$	763.9
Supplemental cash flow disclosures:	Supplemental cash flow disclosures:
Cash paid for interest	Cash paid for interest	$	13.1	$	13.1
Cash paid for interest
Cash paid for interest
Cash paid for income taxes, net of refunds received	Cash paid for income taxes, net of refunds received	$	18.3	$	2.2

See accompanying Notes to Condensed Consolidated Financial Statements.

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VERISIGN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

Interim Financial Statements

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by VeriSign, Inc. (“Verisign” or the “Company”) in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and notes normally provided in audited financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for any other interim period or for a full fiscal year. 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, ~~2022~~2023 (the ~~“2022~~“2023 Form 10-K”) filed with the SEC on February ~~17, 2023.~~15, 2024.

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. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This guidance will be effective for our 2025 Form 10-K. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

Note 2. Financial Instruments

Cash, Cash Equivalents, and Marketable Securities

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,
		2023		2022
	March 31,						March 31,	December 31,
	2024						2024	2023
		(In millions)				(In millions)
Cash	Cash	$	25.3	$	27.0
Time deposits	Time deposits	4.4		4.1
Money market funds (Level 1)	Money market funds (Level 1)	169.2		178.6
Debt securities issued by the U.S. Treasury (Level 1)	Debt securities issued by the U.S. Treasury (Level 1)	821.4		776.1
Total	Total	$	1,020.3	$	985.8

Cash and cash equivalents	Cash and cash equivalents	$	819.8	$	373.6
Cash and cash equivalents
Cash and cash equivalents
Restricted cash (included in Other long-term assets)	Restricted cash (included in Other long-term assets)	5.3		5.4
Total Cash, cash equivalents, and restricted cash	Total Cash, cash equivalents, and restricted cash	825.1		379.0
Marketable securities	Marketable securities	195.2		606.8
Total	Total	$	1,020.3	$	985.8

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, ~~2023~~2024 are scheduled to mature in less than one year.

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Fair Value Measurements

The fair value of the Company’s investments in money market funds approximates their face value. Such instruments are included in Cash and cash equivalents. The fair value of the debt securities consisting of U.S. Treasury bills is based on their quoted market prices. Debt securities purchased with original maturities in excess of three months are included in Marketable securities. 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.

~~The~~As of March 31, 2024, the Company’s other financial instruments include cash, accounts receivable, restricted cash, and accounts ~~payable. As of March 31, 2023, the~~payable whose carrying ~~value of these financial instruments~~values approximated their ~~fair value.~~face values. The aggregate fair value of the Company’s senior notes is ~~$1.69~~$1.67 billion and ~~$1.65~~$1.69 billion as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively. The fair values of these debt instruments are based on available market information from public data sources and are classified as Level 2.

~~Table of Contents~~

Note 3. Selected Balance Sheet Items

Other Current Assets

Other current assets consist of the following:


	March 31,		December 31,
	2024		2023
	(In millions)
Prepaid expenses	$	25.3	$	23.3
Prepaid registry fees	24.1		23.8
Accounts receivable, net	6.5		6.3
Foreign currency forward contracts	5.3		—
Taxes receivable	1.4		7.3
Other	1.0		1.2
Total other current assets	$	63.6	$	61.9

Other Long-Term Assets

Other long-term assets consist of the following:


	March 31,		December 31,
	2024		2023
	(In millions)
Long-term prepaid registry fees	$	8.3	$	8.3
Operating lease right-of-use asset	7.4		7.4
Long-term prepaid expenses	7.2		4.8
Restricted cash	5.4		5.4
Other	3.3		3.1
Total other long-term assets	$	31.6	$	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.

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Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following:


		March 31,		December 31,
		2023		2022
	March 31,						March 31,	December 31,
	2024						2024	2023
		(In millions)				(In millions)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	6.6	$	9.8
Taxes payable
Customer deposits	Customer deposits	71.9		72.0
Taxes payable		71.8		37.4
Accrued employee compensation	Accrued employee compensation	36.7		59.0
Interest payable	Interest payable	24.6		19.5
Accrued registry fees	Accrued registry fees	14.2		12.7
Customer incentives payable	Customer incentives payable	5.3		7.1
Current operating lease liabilities
Foreign currency forward contracts
Other accrued liabilities	Other accrued liabilities	8.1		9.0
Total accounts payable and accrued liabilities	Total accounts payable and accrued liabilities	$	239.2	$	226.5

Taxes payable reflects amounts accrued for the income tax provision and 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. The balance of 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, ~~2022~~2023 was paid during the three months ended March 31, ~~2023.~~2024. Interest payable varies at each period-end based on the payment due dates for each ~~Senior Note~~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 three months ended March 31, 2024.

Note 4. Share Repurchases

Effective ~~October~~July 27, ~~2022, our~~2023, the Company’s Board of Directors authorized the repurchase of ~~our~~its common stock in the amount of ~~$803.0 million~~$1.14 billion, in addition to the ~~$197.0~~$356.1 million that remained available for repurchases under the share repurchase program, for a total ~~repurchase~~ authorization of up to ~~$1.00~~$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 March 31, ~~2023~~2024 there was approximately ~~$638.8~~$859.6 million remaining available for repurchases under the program.

The Company’s share repurchases are as following. Amounts may not add up due to rounding:

Three Months Ended March 31, 2023

Total Costs

Average Price

(In millions, except average price amounts)

Three Months Ended March 31, 2024

(In millions, except average price amounts)

Total repurchases under the repurchase plans

1.1

220.0

205.60

Total repurchases for tax withholdings

0.1

10.5

210.01

Total repurchases for tax withholdings

Total repurchases

1.1

230.5

205.80

Total repurchases

Since inception, the Company has repurchased ~~250.4~~254.9 million shares of its common stock for an aggregate cost of ~~$12.98~~$13.92 billion, which is recorded as a reduction of Additional paid-in capital. The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. In the first quarter of 2023, the Company reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in Accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheet as of March 31, 2023. The share repurchase and authorization amounts disclosed in this Form 10-Q exclude the excise ~~tax.~~tax on share repurchases.

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Note 5. 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 March 31,			Three Months Ended March 31,
		2023	2022				2024	2023
		(In millions)		(In millions)
Weighted-average shares of common stock outstanding	Weighted-average shares of common stock outstanding	104.9	110.2			Weighted-average shares of common stock outstanding	100.8	104.9
Weighted-average potential shares of common stock outstanding:	Weighted-average potential shares of common stock outstanding:
Unvested RSUs and ESPP	Unvested RSUs and ESPP	0.1	0.1
Unvested RSUs and ESPP
Unvested RSUs and ESPP							0.1	0.1
Shares used to compute diluted earnings per share	Shares used to compute diluted earnings per share	105.0	110.3			Shares used to compute diluted earnings per share	100.9	105.0

The calculation of diluted weighted average shares outstanding excludes performance-based RSUs granted by the Company for which the relevant performance criteria have not been achieved and any awards that are antidilutive. The number of potential shares excluded from the calculation was not significant in any period presented.

Note 6. Revenues

The Company generates revenues in the U.S.; Europe, the Middle East and Africa (“EMEA”); China; and certain other countries, including Canada, Japan, and Singapore.

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


		Three Months Ended March 31,					Three Months Ended March 31,
		2023		2022
	2024							2024	2023
		(In millions)				(In millions)
U.S.	U.S.	$	242.8	$	224.6
EMEA	EMEA	55.0		58.6
China	China	25.1		25.1
Other	Other	41.5		38.6
Total revenues	Total revenues	$	364.4	$	346.9

Revenues in the table above are attributed to the country of domicile and the respective regions in which registrars are located; however, this may differ from the regions where the registrars operate or where registrants are located. Revenues for each region may be impacted by registrars reincorporating, relocating, or from acquisitions or changes in affiliations of resellers. Revenues for each region may also be impacted by registrars domiciled in one region, registering domain names in another region.

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 three months ended March 31, ~~2023~~2024 was primarily driven by amounts billed in the three months ended March 31, ~~2023~~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 ~~$324.5~~$343.0 million of revenues recognized that were included in the deferred revenues balance at ~~the beginning of the period.~~December 31, 2023. The balance of deferred revenues as of March 31, ~~2023~~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. The long-term deferred revenues amounts will be recognized in revenues over several years and in some cases up to 10ten years.

910

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Note 7. Stock-based Compensation

Stock-based compensation is classified in the Condensed Consolidated Statements of Comprehensive Income in the same expense line items as cash compensation. The following table presents the classification of stock-based compensation:


		Three Months Ended March 31,					Three Months Ended March 31,
		2023		2022				2024	2023
		(In millions)				(In millions)
Cost of revenues	Cost of revenues	$	1.3	$	1.7
Research and development	Research and development	2.5		2.4
Selling, general and administrative	Selling, general and administrative	10.0		10.1
Stock-based compensation expense	Stock-based compensation expense	13.8		14.2
Capitalization (included in Property and equipment, net)	Capitalization (included in Property and equipment, net)	0.3		0.3
Total stock-based compensation	Total stock-based compensation	$	14.1	$	14.5

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


		Three Months Ended March 31,					Three Months Ended March 31,
		2023		2022
	2024							2024	2023
		(In millions)				(In millions)
RSUs	RSUs	$	10.9	$	10.2
Performance-based RSUs	Performance-based RSUs	2.1		3.2
ESPP	ESPP	1.1		1.1
Total stock-based compensation	Total stock-based compensation	$	14.1	$	14.5

Note 8. Non-operating Income, Net

Non-operating income, net, primarily consists of interest income from the Company’s surplus cash balances and marketable securities. Interest income was ~~$10.7~~$12.0 million and ~~$0.3~~$10.7 million during the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively. The increase in interest income in the first quarter of ~~2023~~2024 reflects higher interest rates on the Company’s investments in debt securities.

Note 9. Income Taxes

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


		Three Months Ended March 31,							Three Months Ended March 31,
		2023			2022						2024		2023
		(Dollars in millions)						(Dollars in millions)
Income tax expense	Income tax expense	$	55.1		$	48.8
Effective tax rate	Effective tax rate	24		%	24		%			Effective tax rate	24	%	24	%

The effective tax rate for each of the periods in the table above differed from the statutory federal rate of 21%, due to state income taxes and U.S. taxes on foreign earnings, net of foreign tax credits, partially offset by a lower foreign effective tax rate.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the ~~2022~~2023 Form 10-K and the interim unaudited Condensed Consolidated Financial Statements and related notes included in Part I, Item I of this Quarterly Report on Form 10-Q.

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 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 I,II, Item 1A of ~~the 2022~~this Quarterly Report on Form ~~10-K.~~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 ~~2023.~~2024. 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.

For purposes of this Quarterly Report on Form 10-Q, the terms “Verisign,” “the Company,” “we,” “us,” and “our” refer to VeriSign, Inc. and its consolidated subsidiaries.

Overview

We are a global provider of critical internet infrastructure and domain name registry services, ~~and internet infrastructure,~~ enabling internet navigation for many of the world’s most recognized domain names. We help enable the security, stability, and resiliency of ~~key~~the Domain Name System and the internet ~~infrastructure and services, including~~by providing ~~root zone maintainer services,~~Root Zone Maintainer Services, operating two of the 13thirteen global internet root servers, and providing registration services and authoritative resolution for the .com and .net generic top-level domains (“gTLDs”), which support the majority of global e-commerce.

As of March 31, ~~2023,~~2024, we had ~~174.8~~172.5 million .com and .net registrations 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. ~~Growth in the~~The number of domain name registrations under our management may be ~~hindered~~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 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.

Business Highlights and Trends

•We recorded revenues of ~~$364.4~~$384.3 million during the three months ended March 31, ~~2023,~~2024, which represents an increase of 5% compared to the same period in ~~2022.~~2023.

•We recorded operating income of ~~$241.3~~$258.9 million during the three months ended March 31, ~~2023,~~2024, which represents an increase of 7% compared to the same period in ~~2022.~~2023.

•As of March 31, ~~2023,~~2024, we had ~~174.8~~172.5 million .com and .net registrations in the domain name base, which represents a ~~0.1% increase~~1.3% decrease from March 31, ~~2022,~~2023, and a net ~~increase~~decrease of ~~1.0~~0.3 million domain name registrations from December 31, ~~2022.~~2023.

•During the three months ended March 31, ~~2023,~~2024, we processed ~~10.3~~9.5 million new domain name registrations for .com and .net compared to ~~10.2~~10.3 million for the same period in ~~2022.~~2023.

•The final .com and .net renewal rate for the fourth quarter of ~~2022~~2023 was ~~73.3%~~73.2% compared to ~~74.8%~~73.3% for the fourth quarter of ~~2021.~~2022. Renewal rates are not fully measurable until 45 days after the end of the quarter.

•During the three months ended March 31, ~~2023,~~2024, we repurchased ~~1.1~~1.3 million shares of our common stock for an aggregate cost of ~~$220.0~~$260.4 million. As of March 31, ~~2023,~~2024, there was ~~approximately $638.8~~$859.6 million remaining ~~available~~ for future share repurchases under ~~our~~the share repurchase program.

•We generated cash flows from operating activities of ~~$259.0~~$257.3 million during the three months ended March 31, ~~2023,~~2024, compared to ~~$207.1~~$259.0 million for the same period in ~~2022.~~2023.

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Pursuant to our agreements with ~~the Internet Corporation for Assigned Names and Numbers (“ICANN”),~~ICANN, we make available files containing all active domain names registered in the .com and .net registries. Further, we also make available a summary of the active zone count registered in the .com and .net registries and the number of .com and .net domain name registrations in the domain name base. The zone counts and information on how to obtain access to the zone files can be found at https://www.Verisign.com/zone. The domain name base is the active zone plus the number of domain names that are registered but not configured for use in the respective top-level domain zone file plus the number of domain names that are in a client or server hold status. The domain name base may also reflect compensated or uncompensated judicial or administrative actions to add or remove from the active zone an immaterial number of domain names. These files and the related summary data are updated daily. The update times may vary each day. The number of domain names provided in this Form 10-Q are as of midnight of the date reported.

Results of Operations

The following table presents information regarding our results of operations as a percentage of revenues:


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2023		2022			2024		2023
Revenues	Revenues	100.0	%	100.0	%	Revenues	100.0	%	100.0	%
Costs and expenses:	Costs and expenses:
Cost of revenues	Cost of revenues	13.7		14.6
Cost of revenues
Cost of revenues
Research and development	Research and development	6.6		6.6
Selling, general and administrative	Selling, general and administrative	13.5		14.0

Total costs and expenses
Total costs and expenses
Total costs and expenses	Total costs and expenses	33.8		35.2
Operating income	Operating income	66.2		64.8
Interest expense	Interest expense	(5.2)		(5.4)
Non-operating income, net	Non-operating income, net	3.2		0.1
Income before income taxes	Income before income taxes	64.2		59.5
Income tax expense	Income tax expense	(15.2)		(14.1)
Net income	Net income	49.0	%	45.4	%	Net income	50.5	%	49.0	%

Revenues

Our revenues are primarily derived from registrations for domain names in the .com and .net domain name registries. We also derive revenues from operating domain name registries and technical systems for several other gTLDs and ~~ccTLDs,~~one ccTLD, all of which are not significant in relation to our consolidated revenues. For domain names registered in the .com and .net registries, we receive a fee from registrars per annual registration that is determined pursuant to our agreements with ICANN. Individual customers, called registrants, contract directly with registrars or their resellers, and the registrars, who are our direct customers, in turn register the domain names with Verisign. Changes in revenues are driven largely by changes in the number of new domain name registrations and the renewal rate for existing registrations as well as the impact of new and prior price increases, to the extent permitted by ICANN and the Department of ~~Commerce (“DOC”).~~Commerce. New registrations and the renewal rate for existing registrations are impacted by continued growth in online advertising, e-commerce, and the number of internet users, as well as marketing activities carried out by us and our registrars. We also offer promotional incentive-based discount programs to registrars based upon market conditions and the business environment in which the registrars operate.

Under the .com Registry Agreement, we are permitted to increase the price of a .com domain name registration by up to 7% in each of the final four years of each six-year period beginning on October 26, 2018. We increased the annual registry-level wholesale fee for each new and renewal .com domain name registration from ~~$8.39~~$8.97 to ~~$8.97~~$9.59 effective September 1, ~~2022.~~2023. On February ~~9, 2023,~~8, 2024, we announced that we will increase the annual registry-level wholesale fee for each new and

renewal ~~.com~~.com domain name registration from ~~$8.97~~$9.59 to ~~$9.59,~~$10.26, effective September 1, ~~2023. We have~~2024. Under the ~~contractual right~~.net Registry Agreement which renewed in June 2023, we are permitted to increase the ~~fees for .~~price of ~~net~~.net domain name registrations by up to 10% each year during the term of our agreement with ICANN, through June 30, ~~2023. Effective February 1, 2023, we~~2029. We increased the annual registry-level wholesale fee for each new and renewal .net domain name registration from $9.02 to ~~$9.92.~~$9.92 effective February 1, 2023 and from $9.92 to $10.91 effective February 1, 2024. All fees paid to us for .com and .net registrations are in U.S. dollars.

~~A comparison of revenues is presented below:~~
Three Months Ended March 31,
2023 % Change 2022
(Dollars in millions)
Revenues $ 364.4 5% $ 346.9

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A comparison of revenues is presented below:


	Three Months Ended March 31,
	2024		% Change	2023
	(Dollars in millions)
Revenues	$	384.3	5%	$	364.4

The following table compares the .com and .net domain name registrations in the domain name base:

March 31, ~~2023~~2024

% Change

March 31, ~~2022~~2023

.com and .net domain name registrations in the domain name base

~~174.8~~172.5 million

—(1)%

~~174.7~~174.8 million

Revenues increased ~~by $17.5 million~~ during the three months ended March 31, ~~2023,~~2024, as compared to the same ~~period~~periods last year, primarily due to an increase in revenues from the operation of the registry for the .com gTLD supported by the price increases that became effective September 1, ~~2022~~2023 and ~~2021. This increase in revenue was partially offset by the elimination of revenue from the operation of the .~~tv ~~ccTLD which was transitioned to another service provider in the fourth quarter of~~ 2022.

Demand for 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, ongoing changes in internet practices and behaviors of consumers and business, 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 ~~uncertainty,~~conditions, has limited the demand for domain names and may continue to do so in the ~~remainder of 2023 and beyond.~~future. While the core value proposition for domain names remains strong, softness in demand primarily in China has recently led to a decline in our domain name base.

Geographic revenues

We generate revenues in the U.S.; Europe, the Middle East and Africa (“EMEA”); China; and certain other countries, including Canada, Japan, and Singapore.

The following table presents a comparison of our geographic revenues:


		Three Months Ended March 31,						Three Months Ended March 31,
		2023		% Change	2022
	2024								2024	% Change	2023
		(Dollars in millions)					(Dollars in millions)
U.S.	U.S.	$	242.8	8%	$	224.6
EMEA	EMEA	55.0		(6)%	58.6
China	China	25.1		—%	25.1
Other	Other	41.5		8%	38.6
Total revenues	Total revenues	$	364.4		$	346.9

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. ~~Revenues in the U.S. benefited from several such changes during the first quarter of 2023, while revenues in EMEA were negatively impacted.~~ Revenue growth for each region may also be impacted by registrars domiciled in one region, registering domain names in another region. ~~Revenues increased~~The majority of our revenue growth was generated from registrars based in the U.S., EMEA and certain other countries, ~~during the three months ended March 31, 2023 compared to the same period last year. Revenues~~while revenues from registrars based in China ~~remained consistent and revenues in EMEA~~ declined in the three months ended March 31, ~~2023,~~2024 compared to the same period ~~last~~of the prior year due to the ~~factors described~~lower demand noted above.

Cost of revenues

Cost of revenues consist primarily of salaries and employee benefits expenses for our personnel who manage the operational systems, depreciation expenses, operational costs associated with the delivery of our services, fees paid to ICANN, customer support and training, costs of facilities and computer equipment used in these activities, telecommunications expense and allocations of indirect costs such as corporate overhead.

A comparison of cost of revenues is presented below:
Three Months Ended March 31,
2023 % Change 2022
(Dollars in millions)
Cost of revenues $ 49.9 (2)% $ 50.7


	Three Months Ended March 31,
	2024		% Change	2023
	(Dollars in millions)
Cost of revenues	$	49.1	(2)%	$	49.9

Cost of revenues decreased ~~by $0.8 million~~slightly during the three months ended March 31, ~~2023,~~2024, compared to the same period last year, due to a combination of individually insignificant ~~factors, including the elimination of the registry fees for the .~~tv ~~ccTLD which was transitioned to another service provider in the fourth quarter of 2022.~~factors.

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Research and development

Research and development expenses consist primarily of costs related to research and development personnel, including salaries and other personnel-related expenses, consulting fees, facilities costs, computer and communications equipment, support services used in our service and technology development, and allocations of indirect costs such as corporate overhead.

A comparison of research and development expenses is presented below:

Three Months Ended March 31,
2023 % Change 2022
(Dollars in millions)
Research and development $ 24.2 6% $ 22.9


	Three Months Ended March 31,
	2024		% Change	2023
	(Dollars in millions)
Research and development	$	24.8	3%	$	24.2

Research and development expenses increased ~~by $1.3 million~~slightly during the three months ended March 31, ~~2023,~~2024, compared to the same period last year, due to a combination of individually insignificant factors.

Selling, general and administrative

Selling, general and administrative expenses consist primarily of salaries and other personnel-related expenses for our executive, administrative, legal, finance, information technology, human resources, sales, and marketing personnel, travel and related expenses, trade shows, costs of computer and communications equipment and support services, consulting and professional service fees, costs of marketing programs, costs of facilities, management information systems, support services, and certain tax and license fees, offset by allocations of indirect costs such as facilities and shared services expenses to other cost types.

A comparison of selling, general and administrative expenses is presented below:
Three Months Ended March 31,
2023 % Change 2022
(Dollars in millions)
Selling, general and administrative $ 49.0 1% $ 48.5


	Three Months Ended March 31,
	2024		% Change	2023
	(Dollars in millions)
Selling, general and administrative	$	51.5	5%	$	49.0

Selling, general and administrative expenses increased ~~by $0.5 million~~ during the three months ended March 31, ~~2023,~~2024, compared to the same period last year, due to a combination of individually insignificant factors.

Interest expense

Interest expense remained consistent during the three months ended March 31, ~~2023~~2024 compared to the same period last year.

Non-operating income, net

Non-operating income, net increased ~~by $11.0 million~~ during the three months ended March 31, ~~2023,~~2024, compared to the same period last year, primarily due to an increase in interest income driven by higher interest rates on our investments in debt securities.

Income tax expense

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


		Three Months Ended March 31,							Three Months Ended March 31,
		2023			2022						2024		2023
		(Dollars in millions)						(Dollars in millions)
Income tax expense	Income tax expense	$	55.1		$	48.8
Effective tax rate	Effective tax rate	24		%	24		%			Effective tax rate	24	%	24	%

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Liquidity and Capital Resources

The following table presents our principal sources of liquidity:


		March 31,		December 31,
		2023		2022
	March 31,						March 31,	December 31,
	2024						2024	2023
		(In millions)				(In millions)
Cash and cash equivalents	Cash and cash equivalents	$	819.8	$	373.6
Marketable securities	Marketable securities	195.2		606.8
Total	Total	$	1,015.0	$	980.4

The marketable securities primarily consist of debt securities issued by the U.S. Treasury meeting the criteria of our investment policy, which is focused on the preservation of our capital through investment in investment grade securities. The cash equivalents consist of amounts invested in money market funds, time deposits and U.S. Treasury bills purchased with original maturities of three months or less. As of March 31, ~~2023,~~2024, all of our debt securities have contractual maturities of less than one year. Our cash and cash equivalents are readily accessible. For additional information on our investment portfolio, see Note 2, “Financial Instruments,” of our Notes to Condensed Consolidated Financial Statements in Part I, Item I of this Quarterly Report on Form 10-Q.

Effective July 27, 2023, our Board of Directors authorized the repurchase of our common stock in the amount of $1.14 billion, in addition to the $356.1 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, ~~2023,~~2024, we repurchased ~~1.1~~1.3 million shares of our common stock for an aggregate cost of ~~$220.0~~$260.4 million. As of March 31, ~~2023,~~2024, there was approximately ~~$638.8~~$859.6 million remaining available for future share repurchases under the share repurchase ~~program which has no expiration date.~~program.

As of March 31, ~~2023,~~2024, we had $750.0 million principal amount outstanding of 2.70% senior unsecured notes due 2031, $550.0 million principal amount outstanding of 4.75% senior unsecured notes due 2027, and $500.0 million principal amount outstanding of 5.25% senior unsecured notes due 2025. As of March 31, ~~2023,~~2024, there were no borrowings outstanding under our $200.0 million credit facility that will expire in ~~2024.~~2028.

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, 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 ~~2022~~2023 Form 10-K.

In summary, our cash flows for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023 were as follows:


		Three Months Ended March 31,
	Three Months Ended March 31,							Three Months Ended March 31,
		2023		2022		2024	2023
		(In millions)				(In millions)
Net cash provided by operating activities	Net cash provided by operating activities	$	259.0	$	207.1
Net cash provided by investing activities	Net cash provided by investing activities	409.8		524.5
Net cash used in financing activities	Net cash used in financing activities	(222.5)		(196.4)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(0.2)		(0.1)
Net increase in cash, cash equivalents, and restricted cash	Net increase in cash, cash equivalents, and restricted cash	$	446.1	$	535.1

Cash flows from operating activities

Our largest source of operating cash flows is cash collections from our customers. Our primary uses of cash from operating activities are for personnel-related expenditures, and other general operating expenses, as well as payments related to taxes, interest and facilities.

Net cash provided by operating activities ~~increased~~decreased slightly during the three months ended March 31, ~~2023,~~2024, compared to the same period last year, primarily due to ~~increases~~an increase in ~~cash received from customers and cash received from interest on investments, partially offset by increases in cash paid for income taxes and~~ cash paid to employees and ~~vendors.~~ vendors, partially offset by an increase in cash received from customers. Cash paid to employees and vendors increased primarily due to the timing of payments and an increase in operating expenses. Cash received from customers increased primarily due to the .com price ~~increases~~increase that became effective on ~~each of~~ September 1, ~~2021~~2023 and ~~September~~the .net price increase that became effective on February 1, 2022, changes in customer deposit balances, and higher new and renewal domain name registrations. Cash received from interest on investments increased due to higher interest rates on our investments in debt securities. Cash paid for income taxes increased primarily due to the timing of certain foreign income tax payments. Cash paid to employees and vendors increased primarily due to the timing of payments.2024.

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Cash flows from investing activities

The changes in cash flows from investing activities primarily relate to purchases, maturities and sales of marketable securities, and purchases of property and equipment.

Net cash provided by investing activities ~~decreased~~increased during the three months ended March 31, ~~2023,~~2024, compared to the same period last year, primarily due to ~~a decrease~~an increase in proceeds from maturities and sales of marketable securities, net of purchases of marketable securities.

Cash flows from financing activities

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

Net cash used in financing activities increased during the three months ended March 31, ~~2023,~~2024, compared to the same period last year, primarily due to an increase in share repurchases.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in our market risk exposures since December 31, ~~2022.~~2023.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, as of March 31, ~~2023,~~2024, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, ~~2023~~2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Internal Control over Financial Reporting

Because of their inherent limitations, our disclosure controls and procedures and our internal control over financial reporting may not prevent material errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to risks, including that the control may become inadequate because of changes in conditions or that the degree of compliance with our policies or procedures may deteriorate.

Table of Contents

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As previously disclosed, Afilias Domains No. 3 Limited (now called Altanovo Domains Limited ) (“Afilias”), a competitor and losing bidder in the .web auction, filed another Independent Review Process (“IRP”) under ICANN’s bylaws, on July 14, 2023. On April 11, 2024, Verisign and Nu Dotco, LLC submitted a written request to participate in the IRP.

We are also involved in various investigations, claims and lawsuits arising in the normal conduct of our business, none of which, in our opinion, will have a material adverse effect on our financial condition, results of operations, or cash flows. We cannot assure you that we will prevail in any litigation. Regardless of the outcome, any litigation may require us to incur significant litigation expense and may result in significant diversion of management attention.

ITEM 1A. RISK FACTORS

Our business, operating results, financial condition, reputation, cash flows or prospects can be materially adversely affected by a number of factors including but not limited to those described in Part I, Item 1A of the ~~2022~~2023 Form 10-K under the heading “Risk Factors.” In such case, the trading price of our common stock could decline and you could lose part or all of your investment. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, operating results, financial condition, reputation, cash flows and prospects. Actual results could differ materially from those projected in the forward-looking statements contained in this Form 10-Q as a result

~~Table of Contents~~

of the risk factors described in Part I, Item 1A of the ~~2022~~2023 Form 10-K and in other filings we make with the SEC. There have been no material changes to the Company’s risk factors since the ~~2022 Form~~2023 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents the share repurchase activity during the three months ended March 31, ~~2023:~~2024:

Total Number
of Shares
Purchased Average
Price Paid
per Share Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (1) Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans or
Programs (1) (2)
(Shares in thousands)
January 1 - 31, 2023 306 $ 210.56 306 $ 794.3 million
February 1 - 28, 2023 291 $ 210.91 291 $ 733.0 million
March 1 - 31, 2023 473 $ 199.13 473 $ 638.8 million
1,070 1,070


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) (2)
	(Shares in thousands)
January 1 - 31, 2024	382	$	202.87	382	$	1,042.6	million
February 1 - 29, 2024	449	$	196.63	449	$	954.2	million
March 1 - 31, 2024	495	$	191.13	495	$	859.6	million
	1,326			1,326

(1) Effective ~~October~~July 27, ~~2022,~~2023, our Board of Directors authorized the repurchase of our common stock in the amount of ~~$803.0 million,~~$1.14 billion, in addition to the ~~$197.0~~$356.1 million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to ~~$1.00~~$1.50 billion under the program. The share repurchase 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.

(2) Amounts presented are exclusive of the excise tax on share repurchases.

ITEM 5. OTHER INFORMATION

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2024, our Board of Directors appointed John D. Calys, age 64, as our Senior Vice President, Chief Accounting Officer and Principal Accounting Officer, effective immediately. From 2020, Mr. Calys served as our Senior Vice President and Global Controller and as Vice President and Global Controller from 2010 through 2020. He also served as our interim Chief Financial Officer in 2011 and 2012.

There are no arrangements or understandings between Mr. Calys and any other persons, pursuant to which he was appointed as Senior Vice President, Chief Accounting Officer and Principal Accounting Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Calys and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his appointment, the Company will enter into its standard form of indemnity agreement.

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Insider Trading Arrangements

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

No directors or executive officers adopted, terminated or modified plans or other arrangements during the quarter ended March 31, 2024.

ITEM 6. EXHIBITS

As required under Item 6—Exhibits, the exhibits filed as part of this report are provided in this separate section. The exhibits included in this section are as follows:

Exhibit
Number

Exhibit Description

Incorporated by Reference

Form

Date

Number

Filed Herewith

31.01

Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).

31.02

Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).

32.01

Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. 1350). *

32.02

Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. 1350). *

101

Interactive Data File. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


*			As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the SEC and are not incorporated by reference in any filing of VeriSign, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

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SIGNATURES

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 thereunto duly authorized.


		VERISIGN, INC.

Date: April ~~27, 2023~~25, 2024	By:	/S/ D. JAMES BIDZOS
		D. James Bidzos
		Chief Executive Officer


Date: April ~~27, 2023~~25, 2024	By:	/S/ GEORGE E. KILGUSS, III
		George E. Kilguss, III
		Chief Financial Officer

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