On June 18, 2026, VeriSign, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc., with respect to a registered offering (the "Offering") of $550 million aggregate principal amount of the Company's 5.100% Senior Notes due 2031 (the "Notes"). The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.
The Offering has been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-3 (Registration No. 333-285483) of the Company (the "Registration Statement"), and the prospectus supplement dated June 18, 2026 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 23, 2026. The Offering is expected to close on June 26, 2026. The legal opinion of Gibson, Dunn & Crutcher LLP related to the Offering pursuant to the Registration Statement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The Company expects that the net proceeds from the Offering will be approximately $545 million, after deducting the underwriters' discounts and the estimated expenses of the Offering. The Company intends to use the net proceeds from the Offering, together with cash on hand, to fund the redemption of its $550 million aggregate principal amount of outstanding 4.750% Senior Notes due 2027.
The Notes will be issued pursuant to the Indenture (the "Base Indenture"), dated as of June 8, 2021, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee"), as supplemented by the Third Supplemental Indenture (the "Supplemental Indenture"), to be dated as of June 26, 2026, between the Company and the Trustee. The Notes will be represented by two global securities, a form of which is included as an exhibit to the Supplemental Indenture. A copy of the Base Indenture was previously filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated as of June 8, 2021. The form of Supplemental Indenture and the form of global note are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.