Hans Vestberg (NYSE: VZ) reports 303K-share award and tax withholding

Rhea-AI Filing Summary

Verizon Communications Inc. director Hans Erik Vestberg reported equity compensation activity in the company’s common stock. On February 11, 2026, he acquired 303,497 shares through the vesting of outstanding Performance Stock Units that were tied to performance criteria other than Verizon’s stock price. On the same date, 164,859 shares were disposed of at $48.97 per share to satisfy tax withholding obligations, leaving him with 345,069 directly held shares.

The filing also shows indirect ownership of 307,315 shares held by grantor retained annuity trusts and two additional trusts holding 25,524 and 25,523 shares, respectively. Footnotes explain that certain transfers between Vestberg and the grantor retained annuity trusts are treated as exempt under Rule 16a-13.

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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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^*

Vestberg Hans Erik

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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
Common Stock	02/11/2026		A		303,497	A	(1)	509,928(2)	D
Common Stock	02/11/2026		F		164,859	D	$48.97	345,069(2)	D
Common Stock								307,315(2)	I	By grantor retained annuity trusts
Common Stock								25,524	I	By trust 1
Common Stock								25,523	I	By trust 2

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

Explanation of Responses:

1. These shares of common stock were issued upon the vesting of outstanding Performance Stock Units that were subject to performance criteria other than the issuer's stock price.

2. Reflects transfers of shares of common stock between the reporting person and grantor retained annuity trusts, which are exempt from Section 16 pursuant to Rule 16a-13.

Remarks:

	Evgeniya Berezkina, Attorney-in-fact for Hans Erik Vestberg	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Hans Erik Vestberg report for Verizon (VZ)?

Hans Erik Vestberg reported equity compensation activity in Verizon common stock. He received 303,497 shares from vesting Performance Stock Units and had 164,859 shares withheld or disposed of at $48.97 per share to cover associated tax liabilities.

How many Verizon (VZ) shares did Vestberg acquire through award vesting?

Vestberg acquired 303,497 Verizon common shares through the vesting of outstanding Performance Stock Units. These units were subject to performance criteria other than Verizon’s stock price, meaning the award depended on operating or financial metrics rather than market performance.

Why were 164,859 Verizon (VZ) shares disposed of in Vestberg’s Form 4?

The 164,859 Verizon shares were disposed of to pay tax liabilities related to the vested shares. The transaction, coded “F,” reflects payment of tax obligations by delivering shares at a price of $48.97 per share rather than using cash.

What is Hans Erik Vestberg’s direct Verizon (VZ) share ownership after the transactions?

After the reported transactions, Vestberg directly owns 345,069 Verizon common shares. This figure reflects the 303,497 shares received from Performance Stock Unit vesting, net of the 164,859 shares delivered to satisfy related tax withholding obligations.

What indirect Verizon (VZ) holdings are reported for Hans Erik Vestberg?

Vestberg reports indirect ownership of Verizon shares through several trusts. Grantor retained annuity trusts hold 307,315 shares, while two additional trusts, labeled trust 1 and trust 2, hold 25,524 and 25,523 shares of Verizon common stock, respectively, on his behalf.

What do the footnotes in Vestberg’s Verizon (VZ) Form 4 explain?

The footnotes clarify two points: the new shares came from vesting Performance Stock Units based on non-stock-price performance criteria, and transfers of shares between Vestberg and grantor retained annuity trusts are treated as exempt from Section 16 under Rule 16a-13.