VZ Form 4: 49.495 phantom units added, cash‑settled exposure of 12,563.85 shares

Rhea-AI Filing Summary

Verizon Communications (VZ) reported a Form 4 showing that Mary-Lee Stillwell, SVP and Controller, acquired 49.495 phantom stock units on 10/09/2025 under the company’s deferred compensation plan. Each phantom unit represents the economic equivalent of a portion of one share of common stock and is settled in cash when payable under plan rules. The filing shows 12,563.848 shares of common-stock economic exposure held indirectly, which includes phantom units obtained through dividend reinvestment. The reported per-unit price is $11.66, and the transaction was reported by an attorney-in-fact on 10/10/2025.

Positive

• Increased alignment via deferred compensation: acquisition of 49.495 phantom units adds indirect economic exposure to company performance
• No immediate dilution noted because phantom units are cash-settled, not newly issued common shares

Negative

• Indirect exposure means no voting rights or direct share ownership from these units
• Cash‑settled timing risk: value realization depends on plan payout events and valuation method

Insights

Corporate Governance Analyst

Insider deferred-compensation accruals increase indirect economic exposure to common stock.

The acquisition of 49.495 phantom units increases the reporting person’s indirect holding to 12,563.848 shares equivalent under the deferred compensation plan. Phantom units are payable in cash and mirror share economic value, so this is a compensation/retention mechanism rather than an open-market stock purchase.

This structure depends on plan payout rules and settlement triggers; investors can monitor future filings for cash settlement events or changes in unit counts around fiscal-year close or payout elections within the plan.

Compensation & Tax Specialist

Transaction reflects deferred compensation mechanics and dividend reinvestment, not immediate equity dilution.

Because the phantom units are settled in cash, they do not create share issuance or dilution at grant time; the filing explicitly notes cash settlement and inclusion of dividend‑reinvested phantom units. The reported $11.66 price likely represents the per‑unit valuation used for accounting under the plan.

Key items to watch are any future cash settlement dates and the plan’s valuation method; those events determine when the economic value converts to cash compensation for tax and expense recognition purposes.

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

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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)
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		49.495		(1)	(1)	Common Stock	14	$11.66	12,563.848(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	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 Mary-Lee Stillwell report on the Form 4 for Verizon (VZ)?

The Form 4 reports acquisition of 49.495 phantom stock units on 10/09/2025, increasing indirect economic exposure to 12,563.848 share equivalents under the deferred compensation plan.

Do the phantom stock units create new Verizon shares?

No. The filing states each phantom unit is an economic equivalent settled in cash, so there is no immediate issuance or dilution of common shares.

What is the reported per‑unit amount for the phantom units?

The Form 4 shows a per‑unit value of $11.66 for the phantom units reported.

How are the 12,563.848 share equivalents calculated?

The filing indicates the total includes phantom stock acquired through dividend reinvestment and represents indirect beneficial ownership under the deferred compensation plan.

When was the Form 4 filed and who signed it?

The form discloses the transaction date as 10/09/2025 and was signed on 10/10/2025 by an attorney‑in‑fact, Evgeniya Berezkina.