Verizon (NYSE: VZ) EVP receives phantom stock units in deferred plan

Rhea-AI Filing Summary

Verizon Communications executive Joseph J. Russo, EVP & President of Global Networks & Technology, acquired 10,726.558 units of phantom stock through a grant under a deferred compensation plan. Each phantom stock unit is economically tied to Verizon common stock but is settled in cash rather than actual shares.

After this award, his indirect holdings in phantom stock through the plan total 81,378.827 units, including amounts accumulated via dividend reinvestment. A portion of the newly acquired units may be reallocated into other plan investments and will be paid out upon events he set under the plan.

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^*

Russo Joseph J.

(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&Pres-Global Networks&Tech

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)	02/26/2026		A		10,726.558		(1)	(1)	Common Stock	3,060	$13.95	81,378.827(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. Of the total amount acquired, 5,323.706 shares of phantom stock may be reallocated into other plan investments. 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 Joseph J. Russo	02/27/2026
	** 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.
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 (VZ) executive Joseph J. Russo report in this Form 4?

Joseph J. Russo reported acquiring 10,726.558 phantom stock units through a deferred compensation plan grant. These units are cash-settled and economically tied to Verizon common stock, increasing his total indirect phantom stock holdings to 81,378.827 units under the plan.

What is the nature of the phantom stock reported for Verizon (VZ)?

The phantom stock is a cash-settled, unitized award economically equivalent to portions of Verizon common stock. It resides in a deferred compensation plan rather than as actual shares, and some units can be shifted into other plan investments according to the plan’s terms.

How many Verizon (VZ) phantom stock units does Joseph J. Russo hold after this transaction?

After this transaction, Joseph J. Russo indirectly holds 81,378.827 phantom stock units through a deferred compensation plan. This total includes the newly granted 10,726.558 units as well as phantom stock accumulated through dividend reinvestment in the same plan.

At what reference price was the Verizon (VZ) phantom stock grant recorded?

The phantom stock grant was recorded at a reference price of $13.95 per unit. This price is used for reporting purposes in the Form 4, reflecting the economic value assigned to each phantom stock unit within the deferred compensation arrangement.

How and when are Joseph J. Russo’s Verizon (VZ) phantom stock units paid out?

The phantom stock units are paid out in cash upon specified events chosen by Joseph J. Russo under the deferred compensation plan. Payment timing follows plan rules, which allow distributions when the pre-established triggering events occur, rather than immediate share delivery.

Does the Verizon (VZ) phantom stock grant include dividend reinvestment?

Yes. The total reported phantom stock holdings include units acquired through dividend reinvestment. This means dividends associated with the economic equivalent of Verizon shares are credited as additional phantom stock within the deferred compensation plan rather than paid as cash.