Verizon (VZ) Exec Adds Phantom Stock Units via Deferred Comp Plan

Rhea-AI Filing Summary

Vandana Venkatesh, EVP-PubPol & Chief Legal Officer at Verizon (VZ), reported a non-derivative/derivative transaction dated 09/25/2025. The filing shows an acquisition of 102.605 units of phantom stock on that date and reports 46,509.334 phantom-stock units beneficially owned following the transaction. The record lists an association with 29 shares of common stock at a price of $12.37 and indicates the phantom units are held indirectly through a deferred compensation plan. The filing explains each phantom share is an economic equivalent settled in cash and that some phantom stock was acquired through dividend reinvestment.

Positive

• Additional deferred compensation accumulation: Reporting person acquired 102.605 phantom-stock units, increasing indirect holdings to 46,509.334 units.
• Dividend reinvestment noted: The filing states phantom stock holdings include units acquired through dividend reinvestment under the plan.

Negative

• Cash-settled instrument: Phantom stock is explicitly stated to be settled in cash, so these units do not represent direct common-stock ownership.
• No change to voting shares disclosed: Holdings are reported as indirect via a deferred compensation plan, with no explicit transfer of voting rights documented in the filing.

Insights

Financial Analyst

TL;DR: Insider acquired additional cash-settled phantom units; reported indirect beneficial ownership increased to 46,509.334 units.

The Form 4 documents a routine deferred-compensation accumulation rather than a market purchase of common stock. The reporting person, an executive officer, received 102.605 phantom-stock units on 09/25/2025 and now holds 46,509.334 units indirectly under the deferred compensation plan. The filing lists an association with 29 underlying common shares and a price of $12.37; the disclosure clarifies phantom units are cash-settled and include dividend reinvestment. This is an operational/compensation disclosure without an explicit change in voting share count or debt metrics.

Compensation / Corporate Governance Expert

TL;DR: Transaction reflects deferred-compensation mechanics, not an equity transfer of voting stock.

The report indicates the executive increased holdings in a phantom-stock arrangement governed by Verizon's deferred compensation plan. Phantom stock is described as the economic equivalent of common shares but payable in cash, and some units arose via dividend reinvestment. Because these units are held indirectly through the plan and are cash-settled, they do not create direct common-stock ownership or immediate voting rights. The filing is consistent with routine benefit-plan activity and contains no indication of discrete governance changes.

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^*

Venkatesh Vandana

(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-PubPol&ChiefLegalOfficer

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		102.605		(1)	(1)	Common Stock	29	$12.37	46,509.334(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 Vandana Venkatesh	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 Vandana Venkatesh report on the Form 4 for Verizon (VZ)?

The Form 4 reports an acquisition of 102.605 phantom-stock units on 09/25/2025, bringing indirect beneficial ownership to 46,509.334 units under a deferred compensation plan.

Are the phantom-stock units reported by Venkatesh settled in shares or cash?

The filing states each phantom-stock unit is the economic equivalent of a portion of one common share and is settled in cash.

Does the Form 4 show any change in Verizon common-stock voting ownership?

No. The reported units are held indirectly through a deferred compensation plan and are cash-settled; the filing does not report a direct increase in voting common shares.

What is the transaction date and role of the reporting person on this Form 4?

The transaction date is 09/25/2025. The reporting person is Vandana Venkatesh, identified as EVP-PubPol & Chief Legal Officer of Verizon.

Does the filing mention dividend reinvestment?

Yes. The explanation states the reported phantom stock includes units acquired through dividend reinvestment.