VZ Form 4: Executive Acquires 88.613 Phantom Stock Units via Deferred Plan

Rhea-AI Filing Summary

Joseph J. Russo, EVP & President—Global Networks & Tech at Verizon Communications (VZ), reported a derivative security acquisition on 09/25/2025. The filing shows Phantom Stock (unitized) was acquired (transaction code A) in the amount of 88.613 units at a reported price of $12.37 per unit. The filing lists Common Stock 25 as the title and amount of securities underlying the derivative, and shows 67,475.221 units beneficially owned following the reported transaction on an indirect basis through a deferred compensation plan. The form was signed by an attorney-in-fact on 09/26/2025.

Positive

• Transparent disclosure of an executive's deferred-compensation phantom stock acquisition consistent with Section 16 reporting requirements
• Phantom stock is cash-settled, so there is no immediate dilution of common shares reported in this filing

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine deferred-compensation phantom stock acquisition by a senior officer; immaterial to equity structure.

The Form 4 documents a non-cash, cash-settled phantom stock award acquired by the reporting person under Verizon's deferred compensation plan. The filing records 88.613 phantom units acquired at $12.37 per unit and reports 67,475.221 units held indirectly after the transaction. Because phantom stock is settled in cash and is held indirectly by a deferred compensation plan, this disclosure reflects executive compensation mechanics rather than an open-market purchase or sale of common shares. For investors, this is a disclosure of insider compensation allocation with no explicit change to outstanding common shares stated in the filing.

Corporate Governance Expert

TL;DR: Disclosure is a standard Section 16 report of compensation-related phantom units; procedural and non-material to control.

The report identifies Joseph J. Russo as an officer and shows the acquisition of phantom stock units under a deferred compensation arrangement, with the securities characterized as payable in cash. The filing explicitly notes the indirect ownership is "By Deferred Compensation Plan," and the form is executed by an attorney-in-fact. This aligns with routine governance disclosures of executive deferred pay. There is no indication of direct share transfers, option exercises, or changes to voting control in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Russo Joseph J.

(Last) (First) (Middle)

VERIZON COMMUNICATIONS INC.

1095 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERIZON COMMUNICATIONS INC [ VZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP&Pres-Global Networks&Tech

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock (unitized)	(1)	09/25/2025		A		88.613		(1)	(1)	Common Stock	25	$12.37	67,475.221(2)	I	By Deferred Compensation Plan

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of a portion of one share of common stock and is settled in cash. The shares of phantom stock become payable upon events established by the reporting person in accordance with the deferred compensation plan.

2. Includes phantom stock acquired through dividend reinvestment.

Remarks:

	Evgeniya Berezkina, Attorney-in-fact for Joseph J. Russo	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Joseph J. Russo report on Form 4 for VZ?

The filing reports an acquisition of Phantom Stock (unitized) on 09/25/2025 in the amount of 88.613 units at a price of $12.37 per unit.

How many units does Russo beneficially own after the transaction?

The Form 4 reports 67,475.221 units beneficially owned following the reported transaction on an indirect basis through a deferred compensation plan.

Is the phantom stock settled in shares or cash according to the filing?

The filing's explanation states each phantom stock unit is the economic equivalent of a portion of one share and is settled in cash.

Who filed or signed the Form 4 for Russo?

The form is signed by Evgeniya Berezkina, Attorney-in-fact for Joseph J. Russo with a signature date of 09/26/2025.

What is the relationship of the reporting person to Verizon?

Joseph J. Russo is reported as an Officer with the title listed as EVP & Pres—Global Networks & Tech.