Verizon (VZ) issues euro and sterling junior subordinated notes due 2056

Rhea-AI Filing Summary

Verizon Communications Inc. completed two long-dated subordinated debt offerings in Europe on February 23, 2026. The company sold €2,250,000,000 of 4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 and £600,000,000 of 5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 to a syndicate of international banks.

Both tranches were issued under an effective Form S-3 shelf registration statement, and this report mainly adds the final forms of the notes as exhibits, incorporating them by reference into the registration statement.

Insights

Capital structure and credit analyst

Verizon adds large, long-dated subordinated debt in euros and sterling.

Verizon Communications Inc. issued €2,250,000,000 of 4.2462% junior subordinated notes and £600,000,000 of 5.7427% junior subordinated notes, both maturing in 2056. These instruments sit low in the capital structure, below senior debt, and typically count as hybrid capital for many creditors.

The notes were sold under an effective Form S-3 shelf registration, indicating pre-arranged flexibility to tap markets. A broad underwriting group, including Barclays, Merrill Lynch International and others, participated, suggesting established market access.

This update primarily formalizes the transaction by filing the global note forms as exhibits, rather than changing economic terms. Future company filings may provide additional color on how this subordinated funding interacts with overall leverage, maturity profile, and interest expense over time.

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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: February 23, 2026

(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 New York, New York		10036
(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
3.9962% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056		VZ 56		New York Stock Exchange
5.7420% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056		VZ 56A		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 8.01. Other Events

Euro Subordinated Notes Offering

On February 23, 2026, Verizon Communications Inc. (“Verizon”) closed the sale of €2,250,000,000 aggregate principal amount of its 4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, pursuant to a purchase agreement with Barclays Bank PLC, Merrill Lynch International, Citigroup Global Markets Limited, Mizuho International plc, RBC Europe Limited, Banco Santander, S.A., HSBC Bank plc, PNC Capital Markets LLC, Scotiabank (Ireland) Designated Activity Company, Truist Securities, Inc. and U.S. Bancorp Investments, Inc. (the “Purchasers”). The notes were sold pursuant to an effective shelf registration statement on Form S-3 (Reg. No. 333-289928), which became effective upon filing with the Securities and Exchange Commission on August 29, 2025 (the “Registration Statement”).

Sterling Subordinated Notes Offering

On February 23, 2026, Verizon closed the sale of £600,000,000 aggregate principal amount of its 5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, pursuant to a purchase agreement with the Purchasers. The notes were sold pursuant to the Registration Statement.

This Current Report on Form 8-K is being filed for the purpose of filing the forms of notes for Verizon’s 4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 and 5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 as Exhibits to the Registration Statement, and such Exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No		Description
4.1		Form of Global Note representing Verizon’s. 4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056
4.2		Form of Global Note representing Verizon’s. 5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056
104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

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.

				VERIZON COMMUNICATIONS INC.
Date: February 23, 2026				By		/s/ William L. Horton, Jr.
						William L. Horton, Jr.
						Senior Vice President, Deputy General Counsel and Corporate Secretary

FAQ

What new debt did Verizon (VZ) issue in February 2026?

Verizon issued two junior subordinated note tranches maturing in 2056: €2,250,000,000 of 4.2462% Fixed-to-Fixed Rate notes and £600,000,000 of 5.7427% Fixed-to-Fixed Rate notes, both sold to a syndicate of international banks under an effective shelf registration.

What are the interest rates on Verizon’s new 2056 subordinated notes?

The euro tranche carries a 4.2462% Fixed-to-Fixed Rate coupon, while the sterling tranche carries a 5.7427% Fixed-to-Fixed Rate coupon. Both series are junior subordinated notes due 2056, meaning they rank below Verizon’s senior debt in the capital structure.

How large are Verizon’s new euro and sterling subordinated offerings?

Verizon sold €2,250,000,000 aggregate principal amount of euro-denominated junior subordinated notes and £600,000,000 aggregate principal amount of sterling-denominated junior subordinated notes, each due 2056. These sizable tranches expand Verizon’s long-term, foreign-currency debt profile within its broader financing strategy.

Under what registration did Verizon sell the 2056 subordinated notes?

Both note tranches were sold under an effective Form S-3 shelf registration statement, identified as Registration No. 333-289928. That registration became effective upon filing with the Securities and Exchange Commission on August 29, 2025, allowing Verizon to issue these securities to investors.

Who purchased Verizon’s new 2056 junior subordinated notes?

The notes were sold to a syndicate of financial institutions including Barclays Bank PLC, Merrill Lynch International, Citigroup Global Markets Limited, Mizuho International plc, RBC Europe Limited, Banco Santander, S.A., HSBC Bank plc, and several others acting as purchasers in the offering.

What is the main purpose of this Verizon 8-K related to the notes?

The report is being filed primarily to add the forms of global notes for the 4.2462% and 5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 as exhibits to the existing registration statement, incorporating those exhibit forms by reference into that shelf filing.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-4.1 EX-4.1 99.8 KB
• EX-4.2 EX-4.2 77.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 10.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.0 KB
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• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 28.5 KB