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Verizon Communications Inc. 8-K Filings

VZ NYSE

Every 8-K that Verizon Communications Inc. (VZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow VZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VZ filings page.

Rhea-AI 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.

Rhea-AI Summary

Verizon Communications Inc. reported second‑quarter 2026 operating revenue of $34.3 billion, down 0.7% year over year, as a nearly 20% decline in wireless equipment revenue offset 3.5% growth in service revenues and other. Mobility and broadband service revenue was approximately $23.4 billion, up 2.8%. GAAP net income was $3.9 billion and EPS $0.92, both down about 22% largely due to $1.8 billion of pre‑tax special items tied to asset sales, restructuring and the Frontier acquisition.

On an adjusted basis, consolidated EBITDA rose 7.2% to a record $13.7 billion, lifting the adjusted EBITDA margin to 40.1%, while adjusted EPS increased 6.6% to $1.30. Cash from operations for the first half grew 9.9% to $18.4 billion, driving free cash flow up 16.0% to $10.2 billion; second‑quarter free cash flow was $6.4 billion, up 24.4%. Operationally, Verizon added 184,000 postpaid phone lines and 348,000 broadband connections, bringing total broadband connections to 17.1 million. Supported by these trends, the company raised 2026 guidance for mobility and broadband service revenue growth, adjusted EPS of $4.99–$5.04, cash from operations and free cash flow, and increased its share‑repurchase target to up to $4.5 billion.

Rhea-AI Summary

Verizon Communications Inc. has agreed to form a 50/50 joint venture with BT Group plc, combining both companies’ international wireline connectivity and managed network services businesses into a new entity, NewCo. Verizon will contribute the equity of certain subsidiaries and pay $625 million to NewCo, which NewCo will distribute to BT, in exchange for shares representing half of NewCo’s equity.

Verizon classified the net assets of its contributed business as assets and liabilities held for sale in the second quarter of 2026 and expects to record an estimated loss of $700 million to $800 million. The company expects this transaction to be accretive to Verizon Business Group EBITDA in the second quarter of 2026, as the contributed assets moved from Verizon Business Group to Corporate and other.

Rhea-AI Summary

Verizon Communications Inc. announced the expiration and final results of its private debt exchange offers and related consent solicitations for 11 series of subsidiary notes, as well as separate cash tender offers for 20 series of notes. As of the June 16, 2026 expiration, all conditions to the exchange offers and consent solicitations were satisfied or waived, and Verizon accepted all Old Notes validly tendered and not withdrawn.

Examples from the results table include Frontier Florida LLC 6.860% Debentures due 2028, where $2,903,000 of $282,289,000 outstanding were accepted for exchange (1.03%), and Verizon Delaware LLC 8.625% Debentures due 2031, where $2,045,000 of $2,381,000 outstanding were accepted (85.89%). Eligible institutional and non-U.S. investors whose Old Notes were accepted will receive the specified Total Consideration on the June 22, 2026 settlement date, and Verizon will enter into a registration rights agreement for the new unregistered notes.

Rhea-AI Summary

Verizon Communications Inc. filed a current report describing updates to its private debt exchange offers and related consent solicitations for 11 series of subsidiary debentures and notes. The company extended the early participation date to 5:00 p.m. New York City time on June 16, 2026, aligning it with the overall expiration of the exchange offers and consent solicitations.

Verizon reported early participation results as of June 1, 2026, showing varying take‑up levels by issue, from under 1% for certain Frontier and Alltel debentures to more than 80% for Verizon Delaware LLC 8.625% debentures due 2031. Exchanged securities will be replaced with new Verizon notes that mirror the economic terms of the existing instruments but will initially be unregistered, with Verizon committing to enter a registration rights agreement. Participation is limited to qualified institutional buyers and certain non‑U.S. qualified offerees under U.S. and international securities laws.

Rhea-AI Summary

Verizon Communications Inc. shareholders approved the 2026 Verizon Communications Inc. Long-Term Incentive Plan at the company’s Annual Meeting held on May 21, 2026, and the plan became effective immediately upon approval.

Shareholders also elected the company’s director nominees, with each receiving over two billion votes cast in favor, and a shareholder proposal on executive compensation metrics was withdrawn and not presented for a vote. A strong quorum was present, with 82.67% of common shares outstanding represented at the meeting.

Rhea-AI 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.

Rhea-AI Summary

Verizon Communications Inc. has launched private exchange offers and related consent solicitations for 11 series of outstanding subsidiary notes. Eligible institutional investors can swap these “Old Notes” for new Verizon-issued notes with the same maturity, interest rate and payment dates, subject to the detailed terms in the Exchange Offer and Consent Solicitation Statement.

Verizon is also running separate cash tender offers for 20 note series, including the Old Notes, alongside the exchange offers. Holders who tender by June 1, 2026 receive total consideration that includes $50 in principal amount of New Notes plus a $1 cash consent payment per $1,000 of Old Notes, while later tenders before June 16, 2026 forgo these incentives. Settlement is expected around June 22, 2026 for accepted tenders.

Rhea-AI Summary

Verizon Communications Inc. reported first-quarter 2026 results showing steady growth and improved profitability. Total operating revenue rose 2.9% year-over-year to $34.4 billion, while consolidated net income increased 3.3% to $5.1 billion.

Diluted EPS grew 4.3% to $1.20, and Adjusted EPS rose 7.6% to $1.28, the strongest quarterly Adjusted EPS growth since 2021. Consolidated Adjusted EBITDA increased 6.7% to $13.4 billion. Free cash flow improved 4.0% to $3.8 billion, supported by $8.0 billion in cash flow from operations and $4.2 billion of capital expenditures.

Operationally, Verizon achieved its first positive first-quarter postpaid phone net additions since 2013, adding 55,000 postpaid phone customers and 341,000 broadband connections, including 214,000 fixed wireless and 127,000 fiber net additions. Based on this momentum, the company raised its 2026 Adjusted EPS guidance to $4.95–$4.99 and now expects total retail postpaid phone net additions in the upper half of its 750,000 to 1 million range.

Rhea-AI Summary

Verizon Communications Inc. filed a current report describing changes to how it reports revenue and operating metrics for its Consumer and Business segments starting in the first quarter of 2026. Revenue will now be broken out into mobility and broadband service, wireless equipment, and other revenue for each segment.

Verizon will also disclose operating metrics only on a consolidated basis, rather than by segment. To help investors compare periods, the company provided unaudited historical 2025 data under the new format, including Consumer operating revenues of $106,807 million and Business operating revenues of $29,069 million for the 12 months ended December 31, 2025.

Rhea-AI 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.

Rhea-AI Summary

Verizon Communications Inc. filed a current report noting a planned board change. On February 4, 2026, director Clarence Otis, Jr. informed Verizon that he will not stand for re-election when his term expires at the company’s 2026 annual meeting of shareholders.

Rhea-AI Summary

Verizon Communications Inc. reported a senior leadership change in its consumer business. Effective February 4, 2026, Sowmyanarayan Sampath ceased serving as Executive Vice President and Group CEO - Verizon Consumer.

He will remain with Verizon in an advisory capacity until March 27, 2026, when he is expected to leave the company.

Rhea-AI Summary

Verizon Communications Inc. outlined a multiyear capital return plan tied to cost structure and strategic changes. The company expects these actions to fund ongoing business investment, reduce its net unsecured debt to Adjusted EBITDA ratio, and return approximately $55 billion to stockholders via dividends and share repurchases through the end of 2028.

The board declared a quarterly dividend of $0.7075 per common share, payable May 1, 2026 to holders of record on April 10, 2026. This reflects an annualized increase of $0.07 per share, or 2.5%, over the prior dividend rate.

The board also authorized a share repurchase program for up to $25 billion of common stock. Verizon expects to repurchase at least $3 billion of stock in 2026. Purchases may occur through open market transactions, privately negotiated deals, or trading plans, and the program can be suspended or discontinued at the company’s discretion.

Rhea-AI Summary

Verizon Communications Inc. filed a current report describing an earnings press release and financial tables that use both GAAP and several non-GAAP measures to explain its results. The company highlights metrics such as Consolidated EBITDA, Segment EBITDA, Consolidated Adjusted EBITDA, Adjusted EPS, Net Unsecured Debt ratios, and free cash flow.

Verizon explains how each non-GAAP measure is calculated and why it believes these figures help assess profitability, leverage and cash generation alongside GAAP results. Adjustments include severance and transformation-related costs, acquisition and integration charges tied to the Frontier Communications Parent, Inc. transaction completed in January 2026, and a legacy legal matter in Costa Rica.

Rhea-AI Summary

Verizon Communications Inc. has completed its previously announced acquisition of Frontier Communications Parent, Inc. under a merger agreement dated September 4, 2024. A Verizon subsidiary, France Merger Sub Inc., merged with and into Frontier, and Frontier survived as a wholly owned subsidiary of Verizon.

At the effective time of the merger, each outstanding share of Frontier common stock was cancelled and converted into the right to receive $38.50 in cash per share, without interest. Shares already owned by Verizon, Frontier or the merger subsidiary were cancelled with no payment. This transaction moves Frontier fully under Verizon’s corporate control.

Rhea-AI Summary

Verizon Communications Inc. filed a report describing an executive compensation change for Daniel H. Schulman. On January 8, 2026, the Human Resources Committee of the Board approved an amendment to the letter agreement originally entered into on October 13, 2025. The amendment updates the terms of a $30 million target value Verizon performance stock unit (PSU) award that was scheduled to be granted to Mr. Schulman in 2026 and prior to January 15, 2026.

The filing notes that only the PSU award terms are being revised, while all other provisions in Verizon’s prior letter agreement with Mr. Schulman remain unchanged and in full force and effect.

Rhea-AI Summary

Verizon Communications Inc. filed an amended current report to update a prior disclosure about its Board of Directors. The company had previously reported that Jennifer K. Mann was elected to the Board on August 25, 2025, but at that time no committee assignment had been determined. This amendment reports that on December 4, 2025, the Board appointed Ms. Mann to the Human Resources Committee, effective immediately.

Rhea-AI Summary

Verizon Communications Inc. plans a major workforce reduction as part of its ongoing cost-cutting program. The company expects to record a severance charge of $1.6 billion to $1.8 billion in the fourth quarter of 2025 tied to these actions. Verizon plans to eliminate over 13,000 positions, with more than 80% of affected employees expected to leave the business in December 2025. The company also expects its broader cost reduction efforts to include a significant cut in outsourced, contracted and other outside labor expenses, signaling a wider restructuring of its labor base.

Rhea-AI Summary

Verizon Communications Inc. closed two long-dated financing transactions. The company sold €2,250,000,000 aggregate principal amount of 3.9962% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 and £1,000,000,000 aggregate principal amount of 5.7420% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056.

Both offerings closed on November 10, 2025 and were issued off an effective Form S-3 shelf (Reg. No. 333-289928). The filing also adds the forms of these notes as exhibits, incorporating them by reference into the registration statement.

Rhea-AI Summary

Verizon Communications Inc. filed an 8-K announcing that it furnished a press release and financial tables dated October 29, 2025. The materials include GAAP results alongside several non-GAAP measures intended to help evaluate operating performance.

Verizon defines and discusses Consolidated EBITDA, Segment EBITDA and Segment EBITDA Margin, as well as Consolidated Adjusted EBITDA, which excludes specified non-operational items and special items. The company notes 2025 acquisition and integration charges tied to the pending acquisition of Frontier Communications Parent, Inc., plus prior severance, asset and business rationalization, and a legacy legal matter in 2024.

The filing also outlines Net Unsecured Debt and its ratio to Consolidated Adjusted EBITDA, Adjusted EPS, and Free Cash Flow. Reconciliations to GAAP are provided in accompanying schedules, while reconciliations for the Adjusted EBITDA and Adjusted EPS forecasts are not provided because special items for 2025 cannot be predicted without unreasonable effort.

Rhea-AI Summary

Verizon Communications (VZ) filed Amendment No. 1 to its 8-K to detail compensation terms for newly appointed CEO Daniel H. Schulman, effective October 4, 2025. A letter agreement dated October 13, 2025 provides for his service through December 31, 2027.

Mr. Schulman will receive an annual base salary of $1,500,000 and is eligible for the Verizon Short Term Incentive Plan with a target equal to 250% of base salary, prorated for fiscal 2025. He will receive equity awards in the form of RSUs and PSUs, with share counts set by a 20‑day average closing price through October 17, 2025. Upon a qualifying succession event, time‑based vesting on his equity is deemed satisfied, and if such an event occurs before December 31, 2027, he will receive remaining base salary and short‑term incentive amounts for the term as described.

The Compensation Committee also approved $4,000,000 one‑time retention RSU awards for Sowmyanarayan Sampath (Group CEO – Verizon Consumer) and Anthony Skiadas (CFO), to be granted October 17, 2025 and vesting December 31, 2027, subject to continued employment and certain termination protections.

Rhea-AI 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.

Rhea-AI Summary

Verizon Communications announced the appointment of Ms. Mann as a non-employee director and confirmed her compensation will follow the company’s standard Non-Employee Director Compensation arrangements disclosed in the company’s Schedule 14A proxy statement. The filing notes that Ms. Mann has not yet been named to a Board committee. The notice is limited to the appointment and compensation reference; it does not disclose committee assignments, additional biographical details, or changes to executive leadership.

Rhea-AI Summary

Verizon Communications has filed an amended 8-K (Form 8-K/A) to update information regarding a new board appointment. The filing amends a previous report concerning Caroline A. Litchfield's election to the Board of Directors, which was effective October 1, 2024.

Key updates in this amendment:

  • On June 26, 2025, the Board appointed Ms. Litchfield to serve on two committees:
    • Audit Committee
    • Corporate Governance and Policy Committee

The filing also includes a comprehensive list of Verizon's registered securities, including common stock traded on both the NYSE and Nasdaq, along with multiple series of notes with varying interest rates (ranging from 0.375% to 4.750%) and maturity dates (2026-2041). The amendment was signed by William L. Horton, Jr., Senior Vice President, Deputy General Counsel and Corporate Secretary.

Rhea-AI Summary

Verizon Communications Inc. (NYSE/Nasdaq: VZ) filed a Form 8-K on June 23, 2025 to report an Item 8.01 “Other Events.” The sole disclosure is the inclusion of Exhibit 99.1, a press release dated June 23, 2025, the contents of which are not provided in the filing. No financial results, transaction details, or strategic updates are contained within the report. The document also restates the company’s common-stock listings on the NYSE and Nasdaq and enumerates more than 30 series of outstanding debt securities registered on the NYSE, ranging in maturity from 2026 to 2041. The company confirms it is not an emerging-growth company and lists the Inline XBRL cover-page data file (Exhibit 104). Other than the press-release reference, no material new information is disclosed.

Rhea-AI Summary

Verizon Communications Inc. (NYSE: VZ) filed a Form 8-K on June 20, 2025. The filing discloses, under Item 8.01 (Other Events), that a press release dated June 20, 2025 has been issued and is furnished as Exhibit 99.1. No financial results, strategic transactions, or qualitative details from the press release are provided within the 8-K text itself.

Under Item 9.01 (Financial Statements and Exhibits), Verizon lists two exhibits: (i) the press release (Exhibit 99.1) and (ii) the cover-page interactive data file in inline XBRL format (Exhibit 104). The document also recaps the company’s extensive list of registered debt securities and common stock traded on the New York Stock Exchange and Nasdaq Global Select Market.

Because the substantive contents of Exhibit 99.1 are not included in the filing excerpt, investors are only notified that an additional disclosure exists rather than receiving its details here. The filing therefore serves primarily as a procedural notice that Verizon has issued a press release containing other material information.