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Verizon Communications (NYSE: VZ) amends CEO Schulman agreement

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Verizon Communications Inc. reported that on July 23, 2026, it and Chief Executive Officer Daniel H. Schulman entered into an amendment to his employment letter agreement. That agreement was originally dated October 13, 2025 and was previously amended on January 9, 2026. Verizon also lists numerous series of outstanding notes, including several Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, which trade on the New York Stock Exchange.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Date of Report July 23, 2026 Earliest event reported in the current report
1.375% Notes due 2026 1.375% Coupon rate on Verizon Notes due 2026 listed on the New York Stock Exchange
0.875% Notes due 2027 0.875% Coupon rate on Verizon Notes due 2027 listed on the New York Stock Exchange
3.9962% Junior Subordinated Notes due 2056 3.9962% Interest rate on Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 (VZ 56)
5.7420% Junior Subordinated Notes due 2056 5.7420% Interest rate on Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 (VZ 56A)
4.2462% Junior Subordinated Notes due 2056 4.2462% Interest rate on Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 (VZ 56B)
5.7427% Junior Subordinated Notes due 2056 5.7427% Interest rate on Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 (VZ 56C)
Original CEO employment agreement date October 13, 2025 Date of Daniel H. Schulman’s employment letter agreement referenced in the amendment
Fixed-to-Fixed Rate Junior Subordinated Notes financial
"3.9962% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056"
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.
Junior Subordinated Notes financial
"5.7420% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056"
Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.
emerging growth company regulatory
"Emerging growth company    Item 5.02. Departure of Directors"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
employment letter agreement other
"entered into an amendment to Mr. Schulman’s employment letter agreement, dated as of October 13, 2025"

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FAQ

What did Verizon (VZ) disclose about its CEO in this report?

Verizon disclosed that on July 23, 2026, it and CEO Daniel H. Schulman entered into an amendment to his employment letter agreement, originally dated October 13, 2025 and already amended on January 9, 2026.

When was Verizon (VZ) CEO Daniel H. Schulman’s employment agreement originally signed and amended?

Daniel H. Schulman’s employment letter agreement was originally dated October 13, 2025 and was previously amended on January 9, 2026. A further amendment was entered into on July 23, 2026.

What is the key event date reported by Verizon (VZ) in this 8-K?

The key event date is July 23, 2026, identified as the Date of Report and the earliest event reported, when Verizon and CEO Daniel H. Schulman entered into an amendment to his employment letter agreement.

Which long-dated subordinated notes of Verizon (VZ) are highlighted?

Verizon lists several Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, including series bearing interest at 3.9962%, 5.7420%, 4.2462%, and 5.7427%, each trading on the New York Stock Exchange.

On which exchanges are Verizon (VZ) securities, including its common stock, listed?

Verizon’s common stock trades under the symbol VZ on both the New York Stock Exchange and The Nasdaq Global Select Market, alongside multiple series of Verizon notes listed on the New York Stock Exchange.

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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: July 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
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 23, 2026, Verizon Communications Inc. (“Verizon”) and Mr. Daniel H. Schulman, Verizon’s Chief Executive Officer, entered into an amendment to Mr. Schulman’s employment letter agreement, dated as of October 13, 2025 and previously amended as of January 9, 2026 (the “Employment Agreement”), pursuant to which:

 

  •  

The last date of the initial term of Mr. Schulman’s employment was extended from December 31, 2027 to December 31, 2028;

 

  •  

Following the initial term, the term of the Employment Agreement was made subject to annual one-year extensions unless either party gives the other at least 90 days’ notice of non-extension;

 

  •  

With respect to calendar year 2028, Mr. Schulman will receive an annual base salary and a target annual incentive opportunity no less than that provided during the portion of the initial term ending on December 31, 2027;

 

  •  

Also with respect to calendar year 2028, Mr. Schulman will receive a long-term incentive award with a target value of at least $25 million, which will be granted during the first three months of 2027 at the same time, and subject to the same terms and conditions, as the 2027 annual long-term incentive awards that are granted to Verizon’s band 1 executives, provided that the time-based vesting conditions for Mr. Schulman’s long-term incentive award will also be deemed satisfied in full upon his termination of employment due to a succession event (as defined in the Employment Agreement) on or after the date on which the award is granted. This long-term incentive award will be Mr. Schulman’s sole long-term incentive opportunity for his service in calendar year 2028; and

 

  •  

Compensation for Mr. Schulman with respect to any year following 2028 will be determined by the Board at the time that annual compensation decisions are made with respect to compensation of Verizon’s band 1 executives for such year.

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: July 24, 2026     By  

/s/ William L. Horton, Jr.

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

Source: View Original Filing on SEC EDGAR

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