VZ Insider Filing: Sampath Sowmyanarayan Adds 158.571 Phantom Units

Rhea-AI Filing Summary

Sampath Sowmyanarayan, EVP and Group CEO – VZ Consumer at Verizon Communications Inc. (VZ), reported an acquisition under the company's deferred compensation plan on 09/25/2025. The Form 4 shows 158.571 units of phantom stock were acquired, at a recorded price of $12.37 per unit, and the reporting person now indirectly beneficially owns 131,155.571 phantom-stock-equivalent units through the deferred compensation plan. The filing clarifies each phantom stock unit is the economic equivalent of a portion of one share of common stock and is settled in cash; units become payable per elections allowed by the plan. The Form 4 was signed by an attorney-in-fact on 09/26/2025.

Positive

• Timely disclosure of the transaction via Form 4, filed and signed by attorney-in-fact on 09/26/2025
• Clear identification of the reporting person as EVP and Group CEO–VZ Consumer, improving transparency
• Large existing deferred-compensation balance (131,155.571 phantom-stock-equivalent units) indicates long-term alignment with company compensation framework

Negative

• No material negative developments are reported in this Form 4; the transaction is a routine deferred-compensation acquisition
• Transaction is cash-settled phantom stock, so it does not provide investors with new information about equity purchases or sales by the executive

Insights

Financial Analyst

TL;DR: Insider participation in deferred compensation shows continued executive alignment with company compensation structure; transaction is non-cash phantom unit acquisition.

The reported acquisition of 158.571 phantom stock units is a non-derivative, non-equity economic interest under Verizon's deferred compensation plan and is settled in cash rather than issued shares. Such transactions typically reflect routine compensation elections rather than open-market purchases or sales and do not immediately dilute equity or change share count. The filing shows 131,155.571 units held indirectly after the transaction, including units from dividend reinvestment; this signals substantial ongoing deferred compensation exposure but does not directly affect Verizon's outstanding common stock or cash obligations beyond plan payout terms.

Corporate Governance Expert

TL;DR: This Form 4 documents a routine deferred-compensation accrual by a senior executive and raises no governance red flags on its face.

The reporting person is identified as an executive officer (EVP and Group CEO–VZ Consumer) and the transaction was reported timely via Form 4. The instrument is described as phantom stock settled in cash, with explicit plan mechanics noted and a remark that dividend reinvestment is included. The filing was executed by an attorney-in-fact and includes explanatory remarks required for transparency. There are no disclosures of equity sales, option exercises, or extraordinary benefit accelerations 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^*

Sampath Sowmyanarayan

(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 and Group CEO-VZ Consumer

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		158.571		(1)	(1)	Common Stock	45	$12.37	131,155.571(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 Sowmyanarayan Sampath	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.
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FAQ

What did Sampath Sowmyanarayan report on Form 4 for VZ?

The Form 4 reports acquisition of 158.571 phantom stock units under Verizon's deferred compensation plan on 09/25/2025.

Are the phantom stock units settled in shares or cash?

The filing states each phantom stock unit is an economic equivalent of a portion of a share and is settled in cash.

How many phantom-stock-equivalent units does the reporting person own after the transaction?

The reporting person beneficially owns 131,155.571 phantom-stock-equivalent units following the reported transaction, including dividend reinvestment.

What is the recorded price for the phantom stock units acquired?

The transaction lists a price of $12.37 per unit for the reported acquisition.

Who filed and signed the Form 4?

The Form 4 was signed by Evgeniya Berezkina, Attorney-in-fact, for Sampath Sowmyanarayan on 09/26/2025.