VZ Form 4: Executive received 108.89 phantom stock units on 10/09/2025

Rhea-AI Filing Summary

The filing reports that Vandana Venkatesh, Executive Vice President for Public Policy and Chief Legal Officer at Verizon Communications Inc. (VZ), received phantom stock units under a deferred compensation plan on 10/09/2025. The transaction shows an acquisition (code A) of 108.89 phantom stock units (economic equivalents of common shares, settled in cash). The filing states these phantom units include dividend reinvestment and that the reporting person now holds 46,618.224 phantom shares indirectly through the plan. The units reference an underlying common stock amount of 31 shares with a price entry of $11.66, and payment will occur under events selected by the participant in the plan.

Positive

• Participation in deferred compensation plan preserved executive alignment with company performance via phantom units
• Phantom units are cash-settled, avoiding immediate share dilution

Negative

• Increase in indirect deferred compensation liability of 46,618.224 units could represent future cash outflows
• Filing does not state payout timing, leaving near-term cash obligation timing unclear

Insights

Corporate Governance Expert

Insider deferred-compensation award increases indirect holdings without open-market trades.

The filing documents a deferred compensation settlement: 108.89 phantom stock units were acquired on 10/09/2025, adding to an indirect holding of 46,618.224 units. Phantom units are cash-settled and track the economic value of common shares rather than creating new equity.

This is a routine non‑derivative compensation event that affects reported beneficial ownership but does not change share count outstanding. Watch plan payout timing and valuation mechanics for cash-flow impact to the executive and potential disclosure of future cash obligations under the plan within 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

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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^*

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)
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		108.89		(1)	(1)	Common Stock	31	$11.66	46,618.224(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	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 Vandana Venkatesh report on Form 4 for VZ?

She acquired 108.89 phantom stock units on 10/09/2025, increasing indirect holdings to 46,618.224 units under a deferred compensation plan.

Are the phantom stock units settled in shares or cash for VZ?

They are settled in cash; each phantom unit is the economic equivalent of a portion of one common share and is payable under plan events.

Does this Form 4 transaction dilute Verizon's shares outstanding?

No immediate dilution is reported because the units are cash-settled and do not represent newly issued common shares.

How many underlying common shares are referenced in the filing?

The filing references 31 common shares in the table tied to the derivative/underlying line and shows a price entry of $11.66 for that row.

Was dividend reinvestment involved in the phantom units?

Yes; the filing states phantom stock acquired includes units received through dividend reinvestment.