STOCK TITAN

Verizon (NYSE: VZ) issues $4B in long-dated junior subordinated notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Verizon Communications Inc. has closed a major debt financing, selling $2,000,000,000 of 6.050% Fixed‑to‑Fixed Rate Junior Subordinated Notes due 2058 and $2,000,000,000 of 6.200% Fixed‑to‑Fixed Rate Junior Subordinated Notes due 2056. The notes were issued under an effective shelf registration statement on Form S‑3, with several large investment banks acting as purchasers’ representatives. This report mainly files the global note forms for these securities as exhibits, formally tying the new junior subordinated notes to Verizon’s existing shelf registration.

Positive

  • None.

Negative

  • None.

Insights

Verizon adds $4B in long‑dated junior subordinated notes under its shelf.

Verizon completed a debt offering of $2,000,000,000 6.050% junior subordinated notes due 2058 and $2,000,000,000 6.200% junior subordinated notes due 2056. These instruments sit low in the capital structure and typically count as hybrid capital.

The deal was executed off an effective Form S‑3 shelf (Reg. No. 333‑289928) through a syndicate including BNP Paribas, Goldman Sachs, J.P. Morgan, Mizuho, Morgan Stanley, Santander and Wells Fargo. Pricing at 6.050% and 6.200% suggests investors required relatively high coupons for this long‑dated, subordinated exposure.

The filing itself is largely administrative, adding the global note forms as exhibits. The economic impact depends on how this $4,000,000,000 in junior subordinated debt interacts with Verizon’s broader funding mix, which would be evaluated alongside future financial disclosures.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
6.050% notes size $2,000,000,000 aggregate principal Fixed-to-Fixed Rate Junior Subordinated Notes due 2058
6.200% notes size $2,000,000,000 aggregate principal Fixed-to-Fixed Rate Junior Subordinated Notes due 2056
Coupon rate 2058 notes 6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058
Coupon rate 2056 notes 6.200% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056
Shelf registration number 333-289928 Form S-3 shelf registration used for the notes
Total junior subordinated issuance $4,000,000,000 aggregate principal Combined 6.050% 2058 and 6.200% 2056 notes
Fixed-to-Fixed Rate Junior Subordinated Notes financial
"6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058"
A fixed-to-fixed rate junior subordinated note is a loan-like security that pays a set interest rate for an initial period and then switches to a different set interest rate for a later period, with both rates fixed. It ranks below senior debt in a company’s repayment order, so it offers higher yields to compensate for greater risk; investors should care because it affects expected income and how quickly they would be repaid if the issuer faces financial trouble—think of holding a higher step on a repayment ladder with predictable but riskier payments.
aggregate principal amount financial
"closed the sale of $2,000,000,000 aggregate principal amount of its 6.050%"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
shelf registration statement regulatory
"sold pursuant to an effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Form S-3 regulatory
"effective shelf registration statement on Form S-3 (Reg. No. 333-289928)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
global note financial
"Form of Global Note representing Verizon’s 6.050% Fixed-to-Fixed Rate"
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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: May 14, 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
4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056   VZ 56B   New York Stock Exchange
5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056   VZ 56C   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

Junior Subordinated Notes Offering

On May 14, 2026, Verizon Communications Inc. (“Verizon”) closed the sale of $2,000,000,000 aggregate principal amount of its 6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058 and $2,000,000,000 aggregate principal amount of its 6.200% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, pursuant to a purchase agreement with BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the several Purchasers named therein. 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”).

This Current Report on Form 8-K is being filed for the purpose of filing the forms of notes for Verizon’s 6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058 and 6.200% 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 6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058
4.2    Form of Global Note representing Verizon’s 6.200% 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: May 14, 2026     By  

/s/ William L. Horton, Jr.

      William L. Horton, Jr.
      Senior Vice President, Deputy General Counsel and Corporate Secretary

FAQ

What debt securities did Verizon (VZ) issue in this 8-K?

Verizon issued two junior subordinated note series: $2.0 billion of 6.050% notes due 2058 and $2.0 billion of 6.200% notes due 2056, both structured as Fixed‑to‑Fixed Rate Junior Subordinated Notes under its existing shelf registration.

What is the total size of Verizon’s new junior subordinated notes?

The offering totals $4.0 billion in aggregate principal. It combines $2.0 billion of 6.050% notes due 2058 and $2.0 billion of 6.200% notes due 2056, providing long‑dated, subordinated funding within Verizon’s capital structure.

Under which registration statement were Verizon’s new notes issued?

The notes were issued under Verizon’s effective shelf registration statement on Form S‑3, registration number 333‑289928. That shelf became effective upon filing with the Securities and Exchange Commission on August 29, 2025 and supports multiple securities offerings.

Who led the underwriting syndicate for Verizon’s junior subordinated notes?

The purchasers were represented by major banks including BNP Paribas Securities, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC.

What is the main purpose of this Verizon (VZ) 8-K filing?

The 8‑K records that Verizon closed the sale of its new junior subordinated notes and files the forms of global notes for the 6.050% 2058 and 6.200% 2056 series as exhibits, incorporating them by reference into the existing registration statement.

Filing Exhibits & Attachments

6 documents