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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 4, 2025
(Date of earliest event reported)
VERIZON COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-8606
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23-2259884
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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1095 Avenue of the Americas New York, New York |
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10036 |
| (Address of principal executive offices) |
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(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) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of Each Class |
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Trading
Symbol(s) |
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Name of Each Exchange
on Which Registered |
| Common Stock, par value $0.10 |
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VZ |
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New York Stock Exchange |
| Common Stock, par value $0.10 |
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VZ |
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The Nasdaq Global Select Market |
| 1.375% Notes due 2026 |
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VZ 26B |
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New York Stock Exchange |
| 0.875% Notes due 2027 |
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VZ 27E |
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New York Stock Exchange |
| 1.375% Notes due 2028 |
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VZ 28 |
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New York Stock Exchange |
| 1.125% Notes due 2028 |
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VZ 28A |
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New York Stock Exchange |
| 2.350% Fixed Rate Notes due 2028 |
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VZ 28C |
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New York Stock Exchange |
| 1.875% Notes due 2029 |
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VZ 29B |
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New York Stock Exchange |
| 0.375% Notes due 2029 |
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VZ 29D |
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New York Stock Exchange |
| 1.250% Notes due 2030 |
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VZ 30 |
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New York Stock Exchange |
| 1.875% Notes due 2030 |
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VZ 30A |
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New York Stock Exchange |
| 4.250% Notes due 2030 |
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VZ 30D |
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New York Stock Exchange |
| 2.625% Notes due 2031 |
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VZ 31 |
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New York Stock Exchange |
| 2.500% Notes due 2031 |
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VZ 31A |
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New York Stock Exchange |
| 3.000% Fixed Rate Notes due 2031 |
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VZ 31D |
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New York Stock Exchange |
| 0.875% Notes due 2032 |
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VZ 32 |
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New York Stock Exchange |
| 0.750% Notes due 2032 |
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VZ 32A |
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New York Stock Exchange |
| 3.500% Notes due 2032 |
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VZ 32B |
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New York Stock Exchange |
| 3.250% Notes due 2032 |
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VZ 32C |
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New York Stock Exchange |
| 1.300% Notes due 2033 |
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VZ 33B |
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New York Stock Exchange |
| 4.75% Notes due 2034 |
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VZ 34 |
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New York Stock Exchange |
| 4.750% Notes due 2034 |
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VZ 34C |
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New York Stock Exchange |
| 3.125% Notes due 2035 |
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VZ 35 |
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New York Stock Exchange |
| 1.125% Notes due 2035 |
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VZ 35A |
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New York Stock Exchange |
| 3.375% Notes due 2036 |
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VZ 36A |
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New York Stock Exchange |
| 3.750% Notes due 2036 |
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VZ 36B |
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New York Stock Exchange |
| 3.750% Notes due 2037 |
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VZ 37B |
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New York Stock Exchange |
| 2.875% Notes due 2038 |
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VZ 38B |
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New York Stock Exchange |
| 1.875% Notes due 2038 |
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VZ 38C |
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New York Stock Exchange |
| 1.500% Notes due 2039 |
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VZ 39C |
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New York Stock Exchange |
| 3.50% Fixed Rate Notes due 2039 |
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VZ 39D |
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New York Stock Exchange |
| 1.850% Notes due 2040 |
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VZ 40 |
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New York Stock Exchange |
| 3.850% Fixed Rate Notes due 2041 |
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VZ 41C |
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 4, 2025, the Verizon Board of Directors appointed Daniel H. Schulman as Chief Executive Officer, effective immediately, and Hans E. Vestberg stepped down as Chairman and Chief Executive Officer. Mr. Schulman, 67, has served on Verizon’s Board of Directors since 2018 and served as the Board’s Independent Lead Director from December 2024. Mr. Schulman served as President and Chief Executive Officer of PayPal Holdings, Inc. from 2015 to 2023. Mr. Schulman’s compensation for his service as Chief Executive Officer will be determined at a future date and will be disclosed on an amendment to this Form 8-K.
Effective October 4, 2025, Mr. Vestberg was named Special Advisor and is expected to serve in that role through October 4, 2026. He is also expected to continue to serve on the Board of Directors for the remainder of his current term. In connection with his appointment as Special Advisor, Mr. Vestberg and Verizon entered into an agreement pursuant to which Mr. Vestberg will provide transition support, with a focus on advising on the integration and execution of the Frontier Communications acquisition and Verizon’s larger convergence and broadband strategy. Under the terms of the agreement, he will continue to receive base salary at the rate in effect on the date of the agreement through the end of his term as Special Advisor and will also remain eligible for an award under the 2025 short-term incentive program based on actual performance results. Mr. Vestberg’s Verizon equity awards outstanding as of the date of the agreement will continue to vest during his term as Special Advisor and his separation from employment at the end of the term will result in prorated vesting of such awards in accordance with their terms.
| Item 7.01. |
Regulation FD Disclosure. |
On October 6, 2025, Verizon issued a press release announcing the executive transition described in this Current Report on Form 8-K, and reiterating its previously provided financial guidance for full-year 2025. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
Number |
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Description |
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| 99.1 |
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Press Release, dated October 6, 2025, issued by Verizon Communications Inc. |
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| 104 |
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Cover Page Interactive Data File (formatted as inline XBRL). |
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.
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VERIZON COMMUNICATIONS INC. |
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| Date: October 6, 2025 |
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By |
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/s/ William L. Horton, Jr. |
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William L. Horton, Jr. |
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Senior Vice President, Deputy General Counsel and Corporate Secretary |
