VZ EVP Joseph J. Russo adds 94.041 unitized phantom shares

Rhea-AI Filing Summary

Joseph J. Russo, Executive Vice President and President of Global Networks & Technology at Verizon Communications Inc. (VZ), reported an acquisition under a deferred compensation plan. On 10/09/2025 he received 94.041 unitized phantom stock awards that are the economic equivalent of portions of common shares and are settled in cash. The filing shows 67,569.262 phantom stock units held following the transaction, with some units acquired via dividend reinvestment. Phantom stock becomes payable under events chosen by the reporting person according to the plan. The Form 4 was signed by an attorney-in-fact on 10/10/2025.

Positive

• Executive participation in deferred compensation suggests alignment with company performance
• No share dilution since phantom stock is cash-settled rather than issued common shares
• Inclusion of dividend reinvestment indicates continued accumulation of economic exposure

Negative

• Cash-settlement obligation could create future cash outflow when units vest or are paid
• Limited transparency on payout timing and triggering events makes near-term impact unclear

Insights

Compensation & Governance Analyst

Insider added deferred-compensation units rather than buying shares outright.

The transaction records the acquisition of 94.041 unitized phantom stock units under a deferred compensation plan, increasing the reporting person’s total to 67,569.262 units. Phantom units are cash-settled and track the economic value of common stock without creating immediate share dilution.

Key dependencies include plan payout triggers and timing; monitor plan distribution elections and any future conversions to cash which could have near-term cash flow implications for the executive and signal alignment with shareholder value within 12 months.

Insider Trading Compliance Specialist

Filing is routine and follows Section 16 reporting rules.

The Form 4 discloses a transaction coded as an acquisition (A) under a deferred compensation arrangement with an explanatory note that units are cash-settled and include dividend reinvestment. The form was executed by an attorney-in-fact, with required signatures and reminders about §16 obligations.

Watch for any future Forms 4 showing settlement or disposition of these phantom units, and verify whether transactions align with any documented 10b5-1 plans if timing or coded execution dates change within the next year.

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
Estimated average burden
hours per response:			0.5

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)
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		94.041		(1)	(1)	Common Stock	27	$11.66	67,569.262(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 Joseph J. Russo	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 Verizon insider Joseph J. Russo report on Form 4 (VZ)?

He reported acquiring 94.041 unitized phantom stock units under a deferred compensation plan on 10/09/2025, bringing total phantom holdings to 67,569.262 units.

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

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

Does this Form 4 create new Verizon shares or dilute shareholders?

No. The reported units are cash-settled phantom stock, so the transaction does not issue additional common shares.

Was dividend reinvestment involved in the reported holdings?

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

Who signed the Form 4 for Joseph J. Russo and when?

The Form 4 was signed by Evgeniya Berezkina, Attorney-in-fact for Joseph J. Russo on 10/10/2025.