Verizon (NYSE: VZ) EVP gains cash-settled phantom stock units

Rhea-AI Filing Summary

Verizon Communications executive Joseph J. Russo reported an acquisition of phantom stock units through a deferred compensation plan. On 02/12/2026, he acquired 78.244 phantom stock (unitized) derivatives at a reference price of $14.11 per unit, held indirectly via the plan.

Following this transaction, Russo had 70,652.269 phantom stock units credited under the deferred compensation plan. Each phantom stock unit represents the economic value of a portion of one Verizon common share, is settled in cash, and becomes payable based on events and elections under the plan, including dividend reinvestment.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
02/12/2026

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)	02/12/2026		A		78.244		(1)	(1)	Common Stock	22	$14.11	70,652.269(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	02/17/2026
	** 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 insider transaction did Verizon (VZ) report for Joseph J. Russo?

Joseph J. Russo reported acquiring 78.244 phantom stock units through a deferred compensation plan. These units are cash-settled and tied to Verizon’s common stock value, increasing his indirect economic exposure without issuing new Verizon shares into the market.

What are the terms of the phantom stock units reported by Verizon (VZ)?

Each phantom stock unit is economically linked to a portion of one Verizon common share and is settled in cash. The units become payable upon events Russo established under the deferred compensation plan, and additional units can accrue through dividend reinvestment over time.

How many phantom stock units does Joseph J. Russo hold after this Verizon (VZ) Form 4?

After the 78.244-unit acquisition, Joseph J. Russo beneficially owned 70,652.269 phantom stock units. These are held indirectly through Verizon’s deferred compensation plan, giving him cash-based economic exposure to Verizon’s stock performance rather than direct share ownership.

Is Joseph J. Russo’s Verizon (VZ) phantom stock award a direct stock purchase?

No, the Form 4 shows an award of cash-settled phantom stock units, not a direct stock purchase. The units track Verizon’s common stock value and dividends, but are ultimately paid in cash through the deferred compensation plan instead of delivering actual Verizon shares.

How is ownership of the Verizon (VZ) phantom stock units classified for Joseph J. Russo?

The phantom stock units are reported as indirectly owned by Joseph J. Russo through a deferred compensation plan. This means the plan holds the economic interest on his behalf, rather than Russo directly holding Verizon common stock certificates in his own name.