{"url_path":"/sec/vrsn/8-k/2026-02-05/item-2-02","section_key":"item-2-02","section_title":"Item 2.02 Results of Operations and Financial Condition.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-05","source_url":"https://www.sec.gov/Archives/edgar/data/1014473/0001014473-26-000005-index.html","accession_number":"0001014473-26-000005","cik":"0001014473","ticker":"VRSN","issuer_name":"VERISIGN INC/CA","edgar_url":"https://www.sec.gov/Archives/edgar/data/1014473/0001014473-26-000005-index.html","primary_entity_key":"0001014473","primary_entity_name":"VERISIGN INC/CA"},"word_count":493,"has_tables":true,"body_markdown":"Item 2.02.\n\nResults of Operations and Financial Condition.\n\nOn February 5, 2026, VeriSign, Inc. (the “Company”) announced its financial results for the fiscal quarter and year ended December 31, 2025. A copy of this press release is attached hereto as Exhibit 99.1.\n\nThe Company is required to disclose annually the following non-guarantor subsidiary financial information pursuant to section 4.2(d) of the indentures governing the Company’s senior notes due 2027:\n\nAs of December 31, 2025, the Company’s non-guarantor subsidiaries collectively had (1) liabilities (excluding intercompany liabilities) of $571.6 million (16.4% of the Company’s consolidated total liabilities), of which $450.0 million were deferred revenues, (2) assets (excluding intercompany assets) of $504.3 (38.0% of the Company’s consolidated total assets), of which $310.2 million were cash, cash equivalents and marketable securities and (3) assets (excluding cash, cash equivalents and marketable securities, and intercompany assets) of $194.0 million (26.0% of the Company’s consolidated total assets, excluding cash, cash equivalents and marketable securities).\n\nFor the twelve months ended December 31, 2025, the Company’s non-guarantor subsidiaries collectively had Adjusted EBITDA of $392.2 million (31.5% of the Company’s consolidated Adjusted EBITDA), which includes intercompany transactions with the Company. Such intercompany transactions represent the majority of the Company’s non-guarantor subsidiaries’ aggregate expenses. Intercompany transactions and allocations of revenues and costs between the parent and the non-guarantor subsidiaries can vary significantly. Therefore, the Company believes that period-to-period comparisons of Adjusted EBITDA of the Company’s non-guarantor subsidiaries may not necessarily be meaningful.\n\nAdjusted EBITDA is a non-GAAP financial measure and is calculated in accordance with the terms of the indentures governing the Company’s senior notes. Adjusted EBITDA refers to net income before interest, taxes, depreciation and amortization, stock-based compensation, and unrealized gain/loss on hedging agreements. Management believes that Adjusted EBITDA supplements the financial data prepared in accordance with GAAP by providing investors with additional information that allows them to have a clearer picture of the Company’s operations and financial performance and the comparability of the Company’s operating results from period to period. The presentation of this additional information is not meant to be considered in isolation nor as a substitute for results prepared in accordance with GAAP. The table below reconciles the Company’s consolidated Net Income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP, to the Company’s consolidated non-GAAP Adjusted EBITDA for the year ended December 31, 2025.\n\nYear Ended\nDecember 31, 2025\n\n(in millions)\n\nNet Income$825.7 \n\nInterest expense77.0 \n\nIncome tax expense242.8 \n\nDepreciation and amortization31.2 \n\nStock-based compensation69.7 \n\nUnrealized gain on hedging agreements(1.8)\n\nNon-GAAP Adjusted EBITDA$1,244.6 \n\nThe information in this Item 2.02 of Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing."}