VZ Form 4: Director Adds 199,480.271 Phantom Units via Deferred Plan

Rhea-AI Filing Summary

Hans Erik Vestberg, a director of Verizon Communications Inc. (VZ), reported a non-derivative acquisition under a deferred compensation plan on 10/09/2025. He received 227.68 unitized phantom stock shares, recorded at a price of $11.66 per unit. The filing shows 199,480.271 phantom stock units beneficially owned indirectly through the deferred compensation plan, which are economic equivalents of common shares and are settled in cash when payable under plan terms. The report was signed by an attorney-in-fact on 10/10/2025.

The phantom units convert economically to a portion of common stock but do not represent immediate common-share issuance; they are payable in cash per the plan. Dividend reinvestment contributed to the total phantom balance. No other cash sales, open-market trades, or derivative exercises are disclosed.

Positive

• Director alignment with shareholders via economic exposure to common stock through phantom units
• Substantial notional holding: 199,480.271 phantom units held indirectly, indicating significant deferred compensation balance
• No open-market sale disclosed; transaction increased deferred holdings rather than reducing them

Negative

• Cash-settled liability: phantom units are payable in cash, which creates potential future cash outflows for the company
• Timing and payout triggers not disclosed, leaving uncertainty about when the cash obligation will materialize

Insights

Corporate Governance Analyst

Director increased deferred-compensation exposure through phantom-stock units, aligning pay with company performance.

The transaction shows 227.68 phantom stock units acquired on 10/09/2025, adding to an indirect holding of 199,480.271 units under the deferred compensation plan. Phantom units are described as economic equivalents of common stock and are settled in cash, so the stake ties the reporting person’s pay to the company’s stock performance without issuing new shares.

This structure reduces immediate equity dilution but creates a future cash obligation for the company when units vest or are payable. Monitor the deferred-compensation plan’s payout triggers and timing, as any large cash settlements could affect near-term cash flow within the relevant payout windows.

Compensation & Accounting Specialist

Phantom-stock treatment implies cash-settlement accounting and potential future cash outflows.

The filing explicitly states phantom stock is settled in cash and includes units acquired by dividend reinvestment. From an accounting perspective, these units typically create a liability on the balance sheet valued at the award’s market equivalent, recognized over the vesting period or when payable.

Investors may watch for disclosures of the deferred-compensation plan in periodic filings to see how the company measures and forecasts the liability and any related expense recognition over the upcoming reporting periods.

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
Estimated average burden
hours per response:			0.5

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)
10/09/2025

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)	10/09/2025		A		227.68		(1)	(1)	Common Stock	65	$11.66	199,480.271(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 Hans Erik Vestberg	10/10/2025
	** 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 Verizon director Hans Erik Vestberg report on Form 4 (VZ)?

He reported acquiring 227.68 unitized phantom stock shares on 10/09/2025, increasing indirect holdings to 199,480.271 units under a deferred compensation plan.

Are the phantom stock units common shares of VZ?

No. Each phantom stock unit is an economic equivalent of a portion of a common share and is settled in cash when payable under the plan, not issued as common stock.

What price was reported for the phantom units?

The filing lists a price of $11.66 per unit for the reported acquisition.

Does the Form 4 show any sale of Verizon shares by the director?

No. The filing discloses an acquisition of phantom units via the deferred compensation plan and does not report any open-market sales or derivative exercises.

How were some phantom units acquired?

The filing states that the total includes phantom stock acquired through dividend reinvestment under the plan.