Verizon (NYSE: VZ) SVP receives cash-settled phantom stock grant

Rhea-AI Filing Summary

Verizon Communications Inc. senior vice president and controller Mary-Lee Stillwell reported a routine compensation-related grant of phantom stock units. She acquired 40.488 unitized phantom stock derivatives, economically tied to 12 shares of common stock, held indirectly through a deferred compensation plan.

Each phantom stock unit represents the economic value of a portion of one Verizon common share and will be settled in cash under the company’s deferred compensation plan upon specified future events. Following this grant and related dividend reinvestment activity, her deferred compensation account holds 16,093.275 phantom stock units.

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^*

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)
03/12/2026

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)	03/12/2026		A		40.488		(1)	(1)	Common Stock	12	$14.44	16,093.275(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	03/13/2026
	** 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.
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FAQ

What insider transaction did Verizon (VZ) report for Mary-Lee Stillwell?

Verizon reported that SVP and Controller Mary-Lee Stillwell received a grant of 40.488 unitized phantom stock derivatives. These are cash-settled, compensation-related awards linked to the value of Verizon common stock rather than direct share purchases or sales in the market.

How many phantom stock units does the Verizon (VZ) executive hold after this grant?

After the reported grant, Mary-Lee Stillwell’s deferred compensation account holds 16,093.275 phantom stock units. This total includes units acquired through this award as well as additional phantom stock accumulated over time, including amounts from dividend reinvestment within the plan.

Does the Verizon (VZ) Form 4 show any open-market buying or selling of shares?

The Form 4 shows no open-market buying or selling. It reflects a grant of phantom stock units, classified as a derivative award, which is settled in cash and held indirectly through Verizon’s deferred compensation plan rather than as directly traded Verizon common shares.

What is phantom stock in the context of Verizon (VZ) executive compensation?

At Verizon, each phantom stock unit is the economic equivalent of part of one common share and is settled in cash. The value tracks Verizon’s stock price, and payouts occur upon events the executive selected under the company’s deferred compensation plan rules.

How many Verizon (VZ) common shares underlie the reported phantom stock grant?

The reported phantom stock grant is tied to 12 underlying shares of Verizon common stock. While economically linked to these shares, the phantom units themselves are derivatives that will be settled in cash according to the deferred compensation plan’s terms, not actual share delivery.

Are Verizon (VZ) phantom stock units affected by dividends?

Yes. The filing notes that the total includes phantom stock acquired through dividend reinvestment. When Verizon pays dividends, equivalent amounts are credited as additional phantom units in the executive’s deferred compensation account, increasing the phantom stock balance over time.