Verizon (NYSE: VZ) EVP adds phantom stock units via deferred plan

Rhea-AI Filing Summary

Verizon Communications executive Joseph J. Russo, EVP & President of Global Networks & Technology, received an award of phantom stock units tied to Verizon common stock through a deferred compensation plan on January 29, 2026.

The award covered 97.112 phantom stock (unitized) securities at a reference price of $11.37 per unit, increasing his indirectly held phantom stock balance under the plan to 69,509.015 units. Each phantom stock unit is economically linked to a portion of one Verizon common share, is settled in cash, and becomes payable upon events Russo establishes under the plan. The holdings also include phantom stock accumulated through dividend reinvestment.

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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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^*

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)
01/29/2026

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

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)	01/29/2026		A		97.112		(1)	(1)	Common Stock	28	$11.37	69,509.015(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	01/30/2026
	** 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).
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 insider transaction did Verizon (VZ) report for Joseph J. Russo?

Verizon reported that EVP Joseph J. Russo received 97.112 phantom stock units on January 29, 2026 under a deferred compensation plan. These derivative units track Verizon common stock economically and are settled in cash, rather than through delivery of actual Verizon shares.

How many Verizon (VZ) phantom stock units does Joseph J. Russo now hold?

After the January 29, 2026 transaction, Joseph J. Russo indirectly holds 69,509.015 phantom stock units through a deferred compensation plan. This total includes both the newly credited 97.112 units and additional phantom stock accumulated over time, including amounts from dividend reinvestment.

What is the nature of the phantom stock reported for Verizon (VZ) executive Joseph J. Russo?

Each phantom stock unit is the economic equivalent of a portion of one Verizon common share and is settled in cash. The units are held indirectly through a deferred compensation plan and become payable upon events that Russo establishes in accordance with that plan’s terms.

At what price were Joseph J. Russo’s Verizon (VZ) phantom stock units recorded?

The 97.112 phantom stock units credited to Joseph J. Russo on January 29, 2026 were recorded at a reference price of $11.37 per unit. This valuation is used for the deferred compensation accounting rather than representing a direct purchase of Verizon common stock.

How is Joseph J. Russo’s ownership of Verizon (VZ) phantom stock characterized?

Russo’s 69,509.015 phantom stock units are reported as indirectly owned, with the nature of ownership listed as “By Deferred Compensation Plan.” This indicates the units are held within a company plan structure rather than as directly held Verizon common shares in a personal brokerage account.

Do Verizon (VZ) phantom stock units for Joseph J. Russo include dividend reinvestment?

Yes. The filing notes that Russo’s phantom stock balance includes units acquired through dividend reinvestment. When Verizon pays dividends, corresponding phantom dividends can be credited as additional phantom stock units within the deferred compensation plan, increasing the reported unit total over time.