Verizon (VZ) Officer Reports Deferred-Compensation Phantom Stock Purchase

Rhea-AI Filing Summary

Mary-Lee Stillwell, SVP and Controller of Verizon Communications Inc. (VZ), reported a transaction dated 09/25/2025 on Form 4 showing acquisition of 46.638 unitized phantom stock awards under Verizon's deferred compensation plan. The filing states phantom stock is an economic equivalent of a portion of a common share and is settled in cash when payable under plan rules. The report shows 12,514.353 phantom stock units beneficially owned following the transaction (including units acquired via dividend reinvestment) and lists a price of $12.37 in the table. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Stillwell on 09/26/2025.

Insights

Corporate Governance Expert

TL;DR: Insider acquired deferred compensation units; disclosure aligns with Section 16 reporting requirements and shows indirect holdings.

The filing documents a routine acquisition of phantom stock units by a named officer under the company's deferred compensation plan. Because the units are indirect holdings and are settled in cash, they do not represent immediate issuance of common shares or share dilution. The report includes the post-transaction balance of 12,514.353 units and notes dividend reinvestment, which is consistent with standard deferred-compensation arrangements and Section 16 transparency obligations. This appears to be a compliance filing rather than a material corporate action.

Compensation Plan Analyst

TL;DR: Transaction reflects deferred-compensation accruals; economic exposure grows modestly via dividend reinvestment.

The acquisition of 46.638 phantom units increases the reporting officer's indirect economic exposure to Verizon equity through the deferred compensation plan. The filing explicitly states that phantom stock is cash-settled and includes units from dividend reinvestment, which suggests automatic accumulation rather than an active open-market purchase. The presence of a per-unit $12.37 figure in the table likely references valuation for the phantom units reported. From a compensation perspective, this is a standard plan-driven accrual with limited immediate corporate governance implications.

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

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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^*

Stillwell Mary-Lee

(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)
	SVP and Controller

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		46.638		(1)	(1)	Common Stock	13	$12.37	12,514.353(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 Mary-Lee Stillwell	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 Mary-Lee Stillwell report on Form 4 for VZ?

She reported acquisition of 46.638 unitized phantom stock awards under Verizon's deferred compensation plan on 09/25/2025.

How many phantom stock units does the filing show after the transaction?

The filing shows 12,514.353 phantom stock units beneficially owned following the transaction, including units from dividend reinvestment.

Are the phantom stock units settled in shares or cash?

The filing states each phantom stock unit is the economic equivalent of a portion of a common share and is settled in cash under the deferred compensation plan.

What price is shown in the Form 4 for the transaction?

The table includes a $12.37 figure associated with the reported derivative/phantom stock entry.

Who signed the Form 4 and when?

The Form 4 was signed by Evgeniya Berezkina, attorney-in-fact for Mary-Lee Stillwell, on 09/26/2025.