Verizon announces cap increases and expiration and results of its tender offers for five series of notes

The accepted notes carry $663,976,000 in principal, with cash consideration payable below face value for each accepted series.

Rhea-AI Summary

Verizon Communications (VZ) accepted $663,976,000 in note principal for purchase following the expiration of its five cash tender offers. The offers expired November 4, 2026, at 5:00 p.m. New York City time. Verizon raised the overall cash purchase cap from $500,000,000 to $500,039,000 and the cap for the first three priority levels from $155,000,000 to approximately $182,000,000.

Accepted principal comprised $265,829,000 of the 2060 notes, $64,993,000 of the 2061 notes, $207,561,000 of the 2028 notes and $125,593,000 of the 2030 notes. No 2040 notes were accepted. The 2061 and 2030 notes were accepted with approximate proration factors of 11.75% and 33.33%, respectively. All offer conditions were satisfied or waived. Settlement is November 9, 2026, when accepted holders will receive the applicable cash consideration plus accrued and unpaid interest to, but excluding, settlement.

Positive

• Minor point$663,976,000 in note principal accepted for purchase, covering four series of outstanding debt.
• Minor point2060 notes accepted at $532.28 per $1,000 principal, below face value.
• Minor point2061 notes accepted at $623.12 per $1,000 principal, below face value.
• Minor point2028 notes accepted at $964.92 per $1,000 principal, below face value.
• Minor point2030 notes accepted at $937.67 per $1,000 principal, below face value.

Negative

• Minor pointCash purchase cap increased from $500,000,000 to $500,039,000 for the accepted debt purchases.
• Minor point. Forward-looking: it has not happened yet and may not happen.Accrued and unpaid interest is payable in cash in addition to the applicable purchase consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, Nov. 05, 2026 (GLOBE NEWSWIRE) -- Verizon Communications Inc. (“Verizon”) (NYSE, Nasdaq: VZ) today announced, in connection with Verizon’s previously announced Offers (as defined below): (1) that Verizon is increasing each of the caps applicable to the Offers, and (2) the expiration and results, as of 5:00 p.m. (New York City time) on November 4, 2026 (the “Expiration Date”), of its previously announced five separate offers to purchase for cash up to $500 million aggregate purchase price (subject to Verizon’s right to waive or increase the Waterfall Cap and/or the Sub Cap) of the outstanding series of its notes listed in the table below (collectively, the “Notes” and such tender offers, the “Offers”), on the terms and subject to the conditions set forth in the Offer to Purchase dated October 29, 2026 (the “Offer to Purchase”). All terms used but not defined herein are defined in the Offer to Purchase.

In accordance with the Offer to Purchase, Verizon is increasing the Sub Cap from $155,000,000 to a total cash amount sufficient to accept for purchase (x) all Sub Cap Notes with an Acceptance Priority Level of 1 and (y) approximately $65,000,000 aggregate principal amount of Sub Cap Notes with an Acceptance Priority Level of 2, in each case, that have been validly tendered and not validly withdrawn at or prior to the Expiration Date. Verizon will not accept for purchase any Sub Cap Notes with an Acceptance Priority Level of 3. Verizon is also increasing the Waterfall Cap from $500,000,000 to $500,039,000. As a result, Verizon accepted for purchase all validly tendered Notes with an Acceptance Priority Level of 4 and validly tendered Notes with an Acceptance Priority Level of 5 on a prorated basis. The total aggregate principal amount of the Notes accepted by Verizon in connection with the Offers is $663,976,000.

Withdrawal rights for the Offers expired at 5:00 p.m. (New York City time) on November 4, 2026. As of the Expiration Date, all conditions to the Offers were deemed satisfied or waived by Verizon. 

The table below sets forth, among other things, the principal amount of each series of Notes that has been accepted for purchase, the increased Sub Cap, the applicable Total Consideration and the approximate proration factor:

Acceptance Priority Level	Title of Security	CUSIP/ISIN Number	Principal Amount Outstanding					Principal Amount Tendered		Principal Amount Accepted			Approximate Sub Cap(1)			Reference U.S. Treasury Security	Total Consideration(2)			Approximate Proration Factor(1)
1	3.000% Notes due November 20, 2060	92343VFV1 / US92343VFV18	$1,864,262,000		$265,829,000					$265,829,000			$182,000,000			5.000% UST due 5/15/2056	$532.28		100.00		%
2	3.700% Notes due March 22, 2061	92343VGC2 / US92343VGC28	$2,670,732,000		$554,724,000					$64,993,000						5.000% UST due 5/15/2056	$623.12		11.75		%
3	2.650% Notes due November 20, 2040	92343VFT6 / US92343VFT61	$1,948,887,000		$891,492,000					$0						4.625% UST due 8/15/2036	Not Applicable		Not Applicable
4	2.100% Notes due March 22, 2028	92343VGH1 / US92343VGH15	$917,789,000		$207,561,000					$207,561,000			Not Applicable			3.875% UST due 3/15/2028	$964.92		100.00		%
5	3.150% Notes due March 22, 2030	92343VFE9 / US92343VFE92	$1,140,001,000		$383,183,000					$125,593,000			Not Applicable			5.000% UST due 9/30/2031	$937.67		33.33		%

^{(1) Rounded for presentation purposes.
(2) Per $1,000 principal amount of Notes accepted for purchase, as determined in accordance with the pricing terms announced by Verizon on November 4, 2026. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be paid in cash in addition to the applicable Total Consideration on the Settlement Date.}

On November 9, 2026 (the “Settlement Date”), Holders whose Notes have been accepted for purchase will receive the applicable Total Consideration, which is based on the previously announced pricing terms for the Offers (as defined in the Offer to Purchase), in cash. Such Holders will also receive an additional cash payment equal to accrued and unpaid interest on such Notes to, but not including, the Settlement Date (the “Accrued Coupon Payment”).

Verizon retained Barclays Capital Inc. and Scotia Capital (USA) Inc. to act as dealer managers for the Offers. Global Bondholder Services Corporation has acted as the Tender Agent and the Information Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation at (855) 654-2015 (toll-free) or (212) 430-3774 (collect). Copies of the Offer to Purchase are also available at the following web address: https://www.gbsc-usa.com/verizon. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or (in the circumstances in which withdrawal is permitted) withdraw their instruction to participate in, the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Notes. The Offers have been made solely pursuant to the Offer to Purchase and related documents. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of Verizon by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This communication and any other documents or materials relating to the Offers have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this announcement is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. Accordingly, this communication is only addressed to and directed at (i) persons who are outside the United Kingdom, or (ii) persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), or (iii) within Article 43 of the Financial Promotion Order, or (iv) high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order (such persons together being “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This communication and any other documents or materials relating to the Offers are only addressed to and directed at persons in member states of the European Economic Area (the “EEA”), who are “Qualified Investors” within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129. The Offers are only available to Qualified Investors. None of the information in any document or material relating to the Offers should be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.

Cautionary Statement Regarding Forward-Looking Statements

In this communication Verizon has made forward-looking statements, including regarding the conduct and completion of the Offers. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” “target,” “forecast,” or other words or phrases of similar import. Similarly, statements that describe Verizon’s objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated, including those discussed in the Offer to Purchase under the heading “Risk Factors” and under similar headings in other documents that are incorporated by reference into the Offer to Purchase. Holders are urged to consider these risks and uncertainties carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and Verizon undertakes no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. Verizon cannot assure you that projected results or events will be achieved.

This announcement was originally published by Verizon. Read the original press release.

Media contact:

Katie Magnotta

201-602-9235

katie.magnotta@verizon.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When will Verizon settle its note tender offers?

Verizon will settle the offers on November 9, 2026. Holders of accepted notes will receive the applicable cash consideration plus accrued and unpaid interest to, but not including, that date.

Which Verizon notes were accepted in full or prorated in the tender offers?

Verizon accepted all validly tendered 2060 and 2028 notes, while the 2061 and 2030 notes had approximate proration factors of 11.75% and 33.33%, respectively. No 2040 notes were accepted.