Verizon (NYSE: VZ) appoints Daniel Schulman CEO as Vestberg shifts role

Rhea-AI Filing Summary

Verizon Communications Inc. reported a major leadership change as its Board of Directors appointed Daniel H. Schulman as Chief Executive Officer, effective October 4, 2025, while Hans E. Vestberg stepped down as Chairman and CEO. Schulman, 67, has served on Verizon’s Board since 2018, was Independent Lead Director from December 2024, and previously served as President and CEO of PayPal Holdings, Inc. from 2015 to 2023. His compensation as CEO will be set later and disclosed in an amendment.

Effective the same date, Vestberg became Special Advisor, a role he is expected to hold through October 4, 2026, and he is expected to remain on the Board for the rest of his current term. Under a transition agreement, he will provide support focused on advising on the integration and execution of the Frontier Communications acquisition and Verizon’s broader convergence and broadband strategy, while continuing to receive his current base salary, remaining eligible for a 2025 short-term incentive award based on actual results, and having his existing equity awards continue to vest with prorated vesting at the end of his advisory term. On October 6, 2025, Verizon issued a press release about this transition and reiterated its financial guidance for full-year 2025.

Insights

Corporate governance analyst

Verizon names a new CEO while retaining the former CEO in an advisory and board role to support strategic initiatives.

Verizon Communications Inc. is transitioning leadership by appointing Daniel H. Schulman as Chief Executive Officer, effective October 4, 2025, while Hans E. Vestberg steps down as Chairman and CEO. Schulman brings board familiarity, having served as a director since 2018 and as Independent Lead Director from December 2024, along with prior CEO experience at PayPal Holdings, Inc. from 2015 to 2023.

Vestberg’s move to Special Advisor through October 4, 2026 and his expected continued Board service create continuity. The agreement specifies that he will advise on the integration and execution of the Frontier Communications acquisition and Verizon’s broader convergence and broadband strategy, areas that appear central to current plans. During this period, he keeps his existing base salary level, remains eligible for a 2025 short-term incentive award based on actual performance, and his outstanding Verizon equity awards continue to vest with prorated vesting at the end of the advisory term.

The company also stated in an accompanying press release dated October 6, 2025 that it reiterated previously provided financial guidance for full-year 2025. This suggests the executive transition is being framed as consistent with existing expectations rather than a trigger for updated financial outlook, based on the information provided.

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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)

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

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.

Exhibit Number		Description
99.1		Press Release, dated October 6, 2025, issued by Verizon Communications Inc.
104		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.

				VERIZON COMMUNICATIONS INC.
Date: October 6, 2025				By		/s/ William L. Horton, Jr.
						William L. Horton, Jr.
						Senior Vice President, Deputy General Counsel and Corporate Secretary

FAQ

What leadership change did Verizon (VZ) announce on October 4, 2025?

Verizon’s Board of Directors appointed Daniel H. Schulman as Chief Executive Officer, effective October 4, 2025, and Hans E. Vestberg stepped down as Chairman and CEO on that date.

What is Daniel H. Schulman’s background before becoming Verizon CEO?

Daniel H. Schulman, 67, has served on Verizon’s Board of Directors since 2018, was the Board’s Independent Lead Director from December 2024, and previously served as President and Chief Executive Officer of PayPal Holdings, Inc. from 2015 to 2023.

What role will Hans E. Vestberg have at Verizon after stepping down as CEO?

Effective October 4, 2025, Hans E. Vestberg was named Special Advisor and is expected to serve in that role through October 4, 2026. He is also expected to continue serving on the Board of Directors for the remainder of his current term.

What will Hans E. Vestberg focus on as Special Advisor at Verizon?

Under his agreement with Verizon, Hans E. Vestberg will provide transition support, focusing on advising on the integration and execution of the Frontier Communications acquisition and on Verizon’s larger convergence and broadband strategy.

How is Hans E. Vestberg compensated in his Special Advisor role at Verizon?

Hans E. Vestberg will continue to receive base salary at the rate in effect on the date of the agreement through the end of his Special Advisor term. He will remain eligible for an award under the 2025 short-term incentive program based on actual performance results, and his outstanding Verizon equity awards will continue to vest during his term, with prorated vesting at separation in accordance with their terms.

Did Verizon update its financial guidance in connection with the CEO transition?

On October 6, 2025, Verizon issued a press release announcing the executive transition and reiterating its previously provided financial guidance for full-year 2025, indicating no change to that guidance in connection with this announcement.

Will Daniel H. Schulman’s CEO compensation at Verizon be disclosed?

Yes. Verizon stated that Mr. Schulman’s compensation for his service as Chief Executive Officer will be determined at a future date and will be disclosed in an amendment.