Verizon (NYSE: VZ) SVP updates deferred phantom stock holdings

Rhea-AI Filing Summary

Verizon Communications Inc. senior executive Mary-Lee Stillwell, SVP and Controller, reported an update to her deferred compensation holdings. On January 29, 2026, a deferred compensation plan credited her with 51.432 units of phantom stock at $11.37 per unit.

Following this transaction, her indirect holdings through the deferred compensation plan total 13,187.206 phantom stock units. Each phantom stock unit is the economic equivalent of a portion of one share of Verizon common stock, is settled in cash, and the balance includes units acquired 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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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^*

Stillwell Mary-Lee

(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)
	SVP and Controller

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		51.432		(1)	(1)	Common Stock	15	$11.37	13,187.206(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 Mary-Lee Stillwell	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 did Verizon (VZ) executive Mary-Lee Stillwell report in this Form 4 filing?

Mary-Lee Stillwell reported acquiring 51.432 units of phantom stock through a deferred compensation plan. The units are tied economically to Verizon common stock and are settled in cash, reflecting part of her non-cash, deferred compensation package as a senior officer.

How many phantom stock units does Mary-Lee Stillwell hold after the 2026-01-29 transaction at Verizon (VZ)?

After the January 29, 2026 transaction, Stillwell indirectly holds 13,187.206 phantom stock units. These units are maintained in a deferred compensation plan and represent cash-settled economic equivalents tied to portions of Verizon common stock, including units added through dividend reinvestment.

What is the price and size of the phantom stock acquisition reported for Verizon (VZ)?

The filing shows an acquisition of 51.432 phantom stock units at a price of $11.37 per unit. These units are part of a deferred compensation arrangement for Verizon’s SVP and Controller, rather than conventional open-market share purchases.

How are the phantom stock units in the Verizon (VZ) Form 4 settled and structured?

Each phantom stock unit is the economic equivalent of a portion of one Verizon common share and is settled in cash. The units become payable upon events that the reporting person has established under the company’s deferred compensation plan rules.

Is the Verizon (VZ) phantom stock reported by Mary-Lee Stillwell held directly or indirectly?

The phantom stock is reported as held indirectly through a deferred compensation plan. The ownership form is marked as indirect, with the nature of ownership specified as “By Deferred Compensation Plan” in the insider transaction disclosure.

Does the Verizon (VZ) Form 4 indicate dividend reinvestment in the phantom stock units?

Yes. The filing notes that the reported total includes phantom stock acquired through dividend reinvestment. This means dividends attributable to the deferred amount are automatically credited as additional phantom stock units within the plan.