[8-K] VERISIGN INC/CA Reports Material Event

Rhea-AI Filing Summary

VeriSign, Inc. (VRSN) reported that long-time director Dr. Timothy Tomlinson, 75, has resigned from its Board of Directors for personal reasons related to his family and other business interests, effective November 21, 2025. The company highlighted his service since its founding in 1995, including leadership on the Audit Committee, which it credits with promoting a culture of compliance.

VeriSign stated that Dr. Tomlinson’s retirement did not result from any disagreement with the company on operations, policies, or practices. In connection with his retirement, the Board is expected to appoint a Lead Independent Director and decrease the overall size of the Board.

Insights

Corporate governance analyst

Long-tenured VeriSign director retires; board plans structural tweaks.

VeriSign disclosed the retirement of director Dr. Timothy Tomlinson, 75, citing personal family and business reasons. He has served since 1995 and played a key role on the Audit Committee, which the company associates with fostering a culture of compliance.

The company explicitly states that his departure does not stem from any disagreement over operations, policies, or practices, which helps limit concerns about internal conflict. At the same time, losing a long-serving audit-focused director naturally raises questions about succession planning and the depth of board expertise.

In response, the board expects to appoint a Lead Independent Director and reduce its size, moves that can concentrate responsibility among remaining independent directors. Subsequent disclosures about the new lead independent director’s background and committee assignments will help clarify how board oversight will be maintained.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

VERISIGN INC/CA0001014473false00010144732025-11-212025-11-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2025

VERISIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-23593						94-3221585
(Commission File Number)						(IRS Employer Identification No.)

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

(703) 948-3200

(Registrant's Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

			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.						☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 21, 2025, Dr. Timothy Tomlinson, 75, submitted his resignation to the Board of Directors of VeriSign, Inc. (the “Company”), for personal reasons related to his family and other business interests.

The Board wishes to recognize Dr. Tomlinson’s long-standing contributions to the Company dating back to its founding and wishes him only the best in the future. Jim Bidzos, Founder, Executive Chairman, Chief Executive Officer and President of the Company, said, “Dr. Tomlinson’s service to the Board since the Company’s founding in 1995 contributed substantially to the Company’s success including his Audit Committee service and leadership, which promoted a culture of compliance so important to our Company.”

Dr. Tomlinson’s retirement did not result from any disagreement with the Company concerning any matter relating to its operations, policies, or practice. In connection with Dr. Tomlinson’s retirement, the Board is expected to appoint a Lead Independent Director and decrease the size of the Board.

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 hereunto duly authorized.

VERISIGN, INC.

Date: November 25, 2025

By:

/s/ Thomas C. Indelicarto

Thomas C. Indelicarto

Executive Vice President, General Counsel and Secretary