VERISIGN INC/CA 8-K

What Happened

• On February 5, 2026 VeriSign, Inc. announced its financial results for the fiscal quarter and year ended December 31, 2025 (press release attached as Exhibit 99.1). For the year ended December 31, 2025, VeriSign reported net income of $825.7 million and a non‑GAAP Adjusted EBITDA of $1,244.6 million.
• The company also disclosed required annual information about its non‑guarantor subsidiaries: collectively they had $571.6 million of liabilities (excluding intercompany liabilities), $504.3 million of assets (excluding intercompany assets) including $310.2 million of cash, cash equivalents and marketable securities, and Adjusted EBITDA of $392.2 million for the twelve months ended December 31, 2025.

Key Details

• Net income (FY2025): $825.7 million.
• Non‑GAAP Adjusted EBITDA (FY2025): $1,244.6 million (reconciled from GAAP: +$77.0M interest, +$242.8M income tax, +$31.2M D&A, +$69.7M stock‑based comp, −$1.8M unrealized hedging gains).
• Non‑guarantor subsidiaries (12/31/2025): $571.6M liabilities (16.4% of consolidated liabilities), including $450.0M deferred revenue; $504.3M assets (38.0% of consolidated assets) with $310.2M in cash/marketable securities; assets excluding cash and intercompany: $194.0M (26.0% of consolidated assets excl. cash).
• Non‑guarantor Adjusted EBITDA: $392.2M (31.5% of VeriSign’s consolidated Adjusted EBITDA); intercompany transactions drive much of those subsidiaries’ expenses.

Why It Matters

• The filing gives investors a snapshot of VeriSign’s profitability (strong net income and large Adjusted EBITDA) and liquidity (subsidiary cash and marketable securities).
• The non‑guarantor subsidiary disclosures are required for the company’s senior notes due 2027 and show the size and composition of subsidiary liabilities (notably deferred revenue) and assets — useful for assessing group-level credit and covenant considerations.
• The company notes that intercompany allocations can vary, so subsidiary Adjusted EBITDA comparisons across periods may be limited; Adjusted EBITDA is a non‑GAAP metric intended to supplement, not replace, GAAP results.