VZ Insider Filing: 155.753 Phantom Stock Units Added to 130,997 Indirect Holdings

Rhea-AI Filing Summary

Verizon (VZ) Form 4: Sampath Sowmyanarayan, EVP and Group CEO–VZ Consumer, reported an acquisition on 09/11/2025 of 155.753 units of phantom stock under a deferred compensation plan. The filing states each phantom share is the economic equivalent of a portion of one common share and is settled in cash. Following the reported transaction, the reporting person is shown as beneficially owning 130,997 shares (indirect) including phantom stock acquired through dividend reinvestment. The transaction was signed by an attorney-in-fact on 09/12/2025.

Positive

• Transaction disclosed by an executive officer, showing transparency in insider reporting.
• Deferred compensation units acquired indicate continued economic alignment between the executive and company performance.
• Includes dividend reinvestment, as explicitly noted in the filing.

Negative

• Phantom stock is settled in cash, so it does not represent newly issued voting common shares.
• Nature of ownership is indirect (by deferred compensation plan), not direct equity ownership.

Insights

Financial Analyst

TL;DR: Executive received phantom stock through a deferred compensation plan, increasing indirect economic exposure to Verizon without issuance of actual shares.

The filing documents a non-derivative acquisition of 155.753 phantom stock units on 09/11/2025 under a deferred compensation arrangement. Phantom units are described as economically linked to common shares and payable in cash upon plan-specified events. The report shows 130,997 shares beneficially owned indirectly after the transaction, including units from dividend reinvestment. For investors this is a compensation-related transaction rather than an issuance of voting equity, and it reflects continued executive alignment with company economics through deferred pay mechanisms.

Corporate Governance Expert

TL;DR: The director/officer’s filing documents standard deferred-compensation mechanics; it is a routine insider disclosure.

The Form 4 identifies Sampath Sowmyanarayan as an officer and reports acquisition of phantom stock units under Verizon’s deferred compensation plan. The filing explicitly notes cash settlement and inclusion of dividend reinvestment. The form is properly executed by an attorney-in-fact on 09/12/2025. This is a routine disclosure of executive compensation deferral and does not indicate an issuance of additional common stock or a change in voting control.

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).

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^*

Sampath Sowmyanarayan

(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 and Group CEO-VZ Consumer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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)	09/11/2025		A		155.753		(1)	(1)	Common Stock	44	$12.59	130,997(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 Sowmyanarayan Sampath	09/12/2025
	** 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 Sampath Sowmyanarayan report on Form 4 for Verizon (VZ)?

He reported acquiring 155.753 phantom stock units on 09/11/2025 under a deferred compensation plan, increasing indirect beneficial ownership to 130,997 units.

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

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

Does the Form 4 show direct ownership of common stock by the reporting person?

The Form indicates indirect ownership through the deferred compensation plan rather than direct holdings.

When was the Form 4 signed and by whom?

The Form was executed by Evgeniya Berezkina, Attorney-in-fact for Sampath Sowmyanarayan on 09/12/2025.

Does the filing state dividend reinvestment was used?

Yes. The filing explicitly notes that the total includes phantom stock acquired through dividend reinvestment.