Verizon (NYSE: VZ) EVP Russo gets stock award, surrenders shares for taxes

Rhea-AI Filing Summary

Verizon Communications executive Joseph J. Russo reported equity award activity in company stock. On February 11, 2026, he acquired 42,446 shares of common stock at no cost, issued upon vesting of Performance Stock Units that were tied to performance measures other than Verizon’s stock price.

On the same date, 18,529 shares of common stock were withheld at $48.97 per share to cover tax obligations, reducing his directly held shares to 67,962. He also has an additional 6,307 shares held indirectly through a 401(k) plan, reflecting retirement-plan ownership rather than direct trading.

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)
02/11/2026

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
Common Stock	02/11/2026		A		42,446	A	(1)	86,491(2)	D
Common Stock	02/11/2026		F		18,529	D	$48.97	67,962(2)	D
Common Stock								6,307	I	By 401(k)

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

Explanation of Responses:

1. These shares of common stock were issued upon the vesting of outstanding Performance Stock Units that were subject to performance criteria other than the issuer's stock price.

2. Includes common stock acquired through dividend reinvestment.

Remarks:

	Evgeniya Berezkina, Attorney-in-fact for Joseph J. Russo	02/13/2026
	** 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).
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FAQ

What did Joseph J. Russo report in his Verizon (VZ) Form 4 filing?

Joseph J. Russo reported equity award activity in Verizon common stock. He received shares from vested Performance Stock Units and had some shares withheld to satisfy tax obligations, updating his direct and indirect share ownership positions in the company.

How many Verizon (VZ) shares did Joseph J. Russo acquire on February 11, 2026?

He acquired 42,446 shares of Verizon common stock on February 11, 2026. These shares were issued upon the vesting of Performance Stock Units that depended on operational performance criteria rather than Verizon’s stock price performance during the measurement period.

Why were some Verizon (VZ) shares disposed of in Joseph J. Russo’s Form 4?

The filing shows 18,529 Verizon shares disposed of under transaction code “F.” This indicates shares were withheld at $48.97 per share to pay tax liabilities arising from the vesting of equity awards, rather than an open-market sale initiated for investment purposes.

What are the Performance Stock Units mentioned in the Verizon (VZ) Form 4?

The Performance Stock Units were equity awards that convert into Verizon common shares upon meeting performance goals. In this case, the units vested based on criteria other than Verizon’s stock price, triggering issuance of 42,446 shares of common stock to Joseph J. Russo.

How many Verizon (VZ) shares does Joseph J. Russo own after these transactions?

After the reported transactions, Joseph J. Russo directly owns 67,962 Verizon common shares. He also has an additional 6,307 shares held indirectly through a 401(k) plan, reflecting retirement-plan holdings linked to Verizon stock rather than directly held share certificates.

Does the Verizon (VZ) Form 4 indicate indirect ownership for Joseph J. Russo?

Yes. The Form 4 lists 6,307 Verizon shares as indirectly owned by Joseph J. Russo through a 401(k) plan. This indicates those shares are held in a retirement account structure rather than in his direct brokerage or certificate-registered personal ownership.