[8-K] VERIZON COMMUNICATIONS INC Reports Material Event

Rhea-AI Filing Summary

Verizon Communications Inc. filed an 8-K announcing that it furnished a press release and financial tables dated October 29, 2025. The materials include GAAP results alongside several non-GAAP measures intended to help evaluate operating performance.

Verizon defines and discusses Consolidated EBITDA, Segment EBITDA and Segment EBITDA Margin, as well as Consolidated Adjusted EBITDA, which excludes specified non-operational items and special items. The company notes 2025 acquisition and integration charges tied to the pending acquisition of Frontier Communications Parent, Inc., plus prior severance, asset and business rationalization, and a legacy legal matter in 2024.

The filing also outlines Net Unsecured Debt and its ratio to Consolidated Adjusted EBITDA, Adjusted EPS, and Free Cash Flow. Reconciliations to GAAP are provided in accompanying schedules, while reconciliations for the Adjusted EBITDA and Adjusted EPS forecasts are not provided because special items for 2025 cannot be predicted without unreasonable effort.

Insights

Accounting and Disclosure Analyst

Verizon furnished earnings materials using several non-GAAP metrics and flagged acquisition-related adjustments; impacts hinge on forthcoming details in attached exhibits.

Verizon furnished an Item 2.02 report with a press release and financial tables on October 29, 2025. The materials emphasize non-GAAP measures including Consolidated EBITDA, Consolidated Adjusted EBITDA, Adjusted EPS, Free Cash Flow, and a Net Unsecured Debt to Consolidated Adjusted EBITDA ratio (calculated on a last-twelve-month basis). These metrics exclude specified items to present operating performance apart from capital structure, taxes, and depreciation/amortization.

Adjustments explicitly include acquisition and integration charges related to the pending acquisition of Frontier Communications Parent, Inc., as well as severance, asset and business rationalization, and a legacy legal matter. Forecasts for Adjusted EBITDA growth and Adjusted EPS are provided without reconciliations, with the stated reason that potential special items for 2025 cannot be reasonably estimated. This approach is common but limits comparability to GAAP for forward-looking views.

Key watch items: the timing and magnitude of acquisition-related charges in 2025, any additional special items affecting Adjusted EPS and Adjusted EBITDA, and updates to Free Cash Flow versus capital expenditures. If and when the Frontier transaction progresses, investors can monitor new amortization of acquired intangibles and integration costs in subsequent periods. The next useful checkpoint is any update to guidance or reconciliations accompanying later quarterly reports in 2025 and 2026.

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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: October 29, 2025

(Date of earliest event reported)

 ______________________________________________________________________________

Verizon Communications Inc.

(Exact name of registrant as specified in its charter)

 _______________________________________________________________________________  

Delaware						1-8606			23-2259884
(State or other jurisdiction of incorporation)						(Commission File Number)			(I.R.S. Employer Identification No.)
1095 Avenue of the Americas									10036
New York,			New York
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000

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, par value $0.10

VZ

New York Stock Exchange

Common Stock, par value $0.10

VZ

The Nasdaq Global Select Market

1.375% Notes due 2026

VZ 26B

New York Stock Exchange

0.875% Notes due 2027

VZ 27E

New York Stock Exchange

1.375% Notes due 2028

VZ 28

New York Stock Exchange

1.125% Notes due 2028

VZ 28A

New York Stock Exchange

2.350% Fixed Rate Notes due 2028

VZ 28C

New York Stock Exchange

1.875% Notes due 2029

VZ 29B

New York Stock Exchange

0.375% Notes due 2029

VZ 29D

New York Stock Exchange

1.250% Notes due 2030

VZ 30

New York Stock Exchange

1.875% Notes due 2030

VZ 30A

New York Stock Exchange

4.250% Notes due 2030

VZ 30D

New York Stock Exchange

2.625% Notes due 2031

VZ 31

New York Stock Exchange

2.500% Notes due 2031

VZ 31A

New York Stock Exchange

3.000% Fixed Rate Notes due 2031

VZ 31D

New York Stock Exchange

0.875% Notes due 2032

VZ 32

New York Stock Exchange

0.750% Notes due 2032

VZ 32A

New York Stock Exchange

3.500% Notes due 2032

VZ 32B

New York Stock Exchange

3.250% Notes due 2032

VZ 32C

New York Stock Exchange

1.300% Notes due 2033

VZ 33B

New York Stock Exchange

4.75% Notes due 2034

VZ 34

New York Stock Exchange

4.750% Notes due 2034

VZ 34C

New York Stock Exchange

3.125% Notes due 2035

VZ 35

New York Stock Exchange

1.125% Notes due 2035

VZ 35A

New York Stock Exchange

3.375% Notes due 2036

VZ 36A

New York Stock Exchange

3.750% Notes due 2036

VZ 36B

New York Stock Exchange

3.750% Notes due 2037

VZ 37B

New York Stock Exchange

2.875% Notes due 2038

VZ 38B

New York Stock Exchange

1.875% Notes due 2038

VZ 38C

New York Stock Exchange

1.500% Notes due 2039

VZ 39C

New York Stock Exchange

3.50% Fixed Rate Notes due 2039

VZ 39D

New York Stock Exchange

1.850% Notes due 2040

VZ 40

New York Stock Exchange

3.850% Fixed Rate Notes due 2041

VZ 41C

New York Stock Exchange

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 2.02. Results of Operations and Financial Condition

Attached as an exhibit hereto are a press release and financial tables, dated October 29, 2025, issued by Verizon Communications Inc. (Verizon).

Non-GAAP Measures

Verizon’s press release and financial tables attached to the report include financial information prepared in conformity with generally accepted accounting principles in the United States (GAAP) as well as non-GAAP financial information. It is management's intent to provide non-GAAP financial information to enhance the understanding of Verizon's GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

EBITDA and EBITDA Margin Related Non-GAAP Measures

Consolidated earnings before interest, taxes, depreciation and amortization (Consolidated EBITDA), Segment EBITDA and Segment EBITDA Margin are non-GAAP financial measures that we believe are useful to management, investors and other users of our financial information as they are widely accepted financial measures used in evaluating the profitability of a company and its operating performance in relation to its competitors.

Consolidated EBITDA is calculated by adding back interest, taxes, depreciation and amortization expense to net income.

Segment EBITDA is calculated by adding back segment depreciation and amortization expense to segment operating income. Segment EBITDA Margin is calculated by dividing Segment EBITDA by total segment operating revenues.

Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA Growth Forecast

Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA Growth Forecast are non-GAAP financial measures that we believe provide relevant and useful information to management, investors and other users of our financial information in evaluating the effectiveness of our operations and underlying business trends. We believe that Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA Growth Forecast are used by investors to compare a company’s operating performance to its competitors by minimizing impacts caused by differences in capital structure, taxes, and depreciation and amortization policies. Further, the exclusion of non-operational items and special items enables comparability to prior period performance and trend analysis.

Consolidated Adjusted EBITDA is calculated by excluding from Consolidated EBITDA the effect of the following non-operational items: equity in earnings and losses of unconsolidated businesses and other income and expense, net, and the following special items: acquisition and integration related charges, severance charges, asset and business rationalization and legacy legal matter. Acquisition and integration related charges recorded during 2025 relate to transaction and integration expenses associated with the pending acquisition of Frontier Communications Parent, Inc. Severance charges recorded during 2024 relate to separations under our voluntary separation program for select U.S.-based management employees as well as other headcount reduction initiatives. Asset and business rationalization recorded during 2024 predominately relates to the decision to cease use of certain real estate assets and exit non-strategic portions of certain businesses, as part of our continued transformation initiatives. Legacy legal matter recorded during 2024 relates to a litigation matter associated with a legacy contract for the production of telephone directories in Costa Rica by a subsidiary of Verizon.

We have not provided a reconciliation for our Consolidated Adjusted EBITDA Growth Forecast because we cannot, without unreasonable effort, predict the special items that could arise during 2025.

Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio

Net Unsecured Debt and Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio are non-GAAP financial measures that we believe are useful to management, investors and other users of our financial information in evaluating Verizon’s ability to service its unsecured debt from continuing operations.

Net Unsecured Debt is calculated by subtracting secured debt and cash and cash equivalents from the sum of debt maturing within one year and long-term debt. Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio is calculated by dividing Net Unsecured Debt by Consolidated Adjusted EBITDA. For purposes of Net Unsecured Debt to Consolidated Adjusted EBITDA Ratio, Consolidated Adjusted EBITDA is calculated for the last twelve months.

Adjusted Earnings per Common Share (Adjusted EPS) and Adjusted EPS Forecast

Adjusted EPS and Adjusted EPS Forecast are non-GAAP financial measures that we believe are useful to management, investors and other users of our financial information in evaluating our operating results and understanding our operating trends without the effect of special items which could vary from period to period. We believe excluding special items provides more comparable assessment of our financial results from period to period.

Adjusted EPS is calculated by excluding from the calculation of reported EPS the effect of the following special items: amortization of acquisition-related intangible assets, acquisition and integration related charges, severance charges, and asset and business rationalization.

We exclude the amortization of acquisition-related intangible assets because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions we consummate. While we have a history of significant acquisition activity, we do not acquire businesses on a predictable cycle, and the amount of an acquisition’s purchase price allocated to intangible assets and related amortization term are unique to each acquisition and can vary significantly from acquisition to acquisition. Exclusion of this amortization expense facilitates more consistent comparisons of operating results over time between our newly acquired and long-held businesses, and with both acquisitive and non-acquisitive peer companies. We believe that it is important for investors to understand that our non-GAAP financial measure adjusts for the intangible asset amortization but does not adjust the revenue that is generated in part from the use of such intangible assets.

We exclude the acquisition and integration related charges because the amount and timing of such charges are significantly impacted by the timing, size, and nature of the acquisitions we consummate. While we have a history of significant acquisition activity, we do not acquire businesses on a predictable cycle, and the related costs to integrate an acquired business into our operations are unique to each acquisition and can vary significantly from acquisition to acquisition. Exclusion of acquisition and integration related charges facilitates more consistent comparisons of our operating results with historical periods, and with both acquisitive and non-acquisitive peer companies.

We have not provided a reconciliation for our Adjusted EPS Forecast because we cannot, without unreasonable effort, predict the special items that could arise during 2025.

Free Cash Flow and Free Cash Flow Forecast

Free cash flow and free cash flow forecast are non-GAAP financial measures that reflect an additional way of viewing our liquidity that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our cash flows. We believe they are more conservative measures of cash flow since capital expenditures are necessary for ongoing operations. Free cash flow and free cash flow forecast have limitations due to the fact that they do not represent the residual cash flow available for discretionary expenditures. For example, free cash flow and free cash flow forecast do not incorporate payments made or expected to be made on finance lease obligations or cash payments for business acquisitions or wireless licenses. Therefore, we believe it is important to view free cash flow and free cash flow forecast as complements to our entire consolidated statements of cash flows.

Free cash flow is calculated by subtracting capital expenditures (including capitalized software) from net cash provided by operating activities. Free cash flow forecast is calculated by subtracting capital expenditures forecast (including capitalized software) from forecasted net cash provided by operating activities.

See the accompanying schedules for reconciliations of non-GAAP financial measures to GAAP.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.
Exhibit Number						Description
99						Press release and financial tables, dated October 29, 2025, issued by Verizon Communications Inc.
104						Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

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.

Verizon Communications Inc.

(Registrant)

Date:

October 29, 2025

/s/ Mary-Lee Stillwell

Mary-Lee Stillwell

Senior Vice President and Controller

FAQ

What did Verizon (VZ) disclose in this 8-K?

Verizon furnished a press release and financial tables dated October 29, 2025, including GAAP results and non-GAAP measures.

Which non-GAAP metrics does Verizon (VZ) discuss?

Verizon details Consolidated EBITDA, Segment EBITDA, Adjusted EBITDA, Adjusted EPS, Free Cash Flow, and Net Unsecured Debt with its ratio.

Are GAAP-to-non-GAAP reconciliations included for Verizon (VZ)?

Yes. The company states that reconciliations are provided in the accompanying schedules.

Did Verizon (VZ) provide forecast reconciliations?

No. For Adjusted EBITDA and Adjusted EPS forecasts, reconciliations are not provided due to the inability to predict special items without unreasonable effort.

What special items affect Verizon’s (VZ) adjustments?

Items include acquisition and integration charges (2025, tied to the pending Frontier acquisition), severance, asset/business rationalization, and a legacy legal matter (2024).

What liquidity measures does Verizon (VZ) reference?

Verizon cites Free Cash Flow and Net Unsecured Debt to Consolidated Adjusted EBITDA as supplemental indicators.