Verizon (VZ) EVP Joseph Russo reports RSU conversions and tax share withholdings

Rhea-AI Filing Summary

Verizon Communications executive Joseph J. Russo, EVP & President–Global Networks & Technology, reported multiple equity award transactions involving restricted stock units (RSUs) and common stock on February 27, 2026. Several RSU awards from 2023, 2024, and 2025 were exercised or converted into common stock at no cash exercise price.

Common shares were then withheld in separate transactions at $50.14 per share to cover tax liabilities, a non–open-market disposition method. After these transactions, Russo held 92,130 shares of Verizon common stock directly and 6,314 shares indirectly through a 401(k) plan. The RSU awards generally vest in three equal annual installments beginning on March 1 of 2024, 2025, and 2026, respectively.

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)
02/27/2026

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	02/27/2026		M		19,003	A	(1)	86,965	D
Common Stock	02/27/2026		F		9,275	D	$50.14	77,690	D
Common Stock	02/27/2026		M		16,051	A	(1)	93,741	D
Common Stock	02/27/2026		F		7,833	D	$50.14	85,908	D
Common Stock	02/27/2026		M		13,657	A	(1)	99,565	D
Common Stock	02/27/2026		F		7,435	D	$50.14	92,130	D
Common Stock								6,314	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
Restricted Stock Units - 2023 Award	(1)	02/27/2026		M			19,003	(2)	(2)	Common Stock	19,003	(1)	0	D
Restricted Stock Units - 2024 Award	(1)	02/27/2026		M			16,051	(3)	(3)	Common Stock	16,051	(1)	16,053	D
Restricted Stock Units - 2025 Award	(1)	02/27/2026		M			13,657	(4)	(4)	Common Stock	13,657	(1)	27,314	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents the right to receive one share of common stock on the payment date with respect to the date that the RSU vests.

2. Subject to the terms of the RSU Agreement, the RSUs vest in three equal annual installments beginning on March 1, 2024.

3. Subject to the terms of the RSU Agreement, the RSUs vest in three equal annual installments beginning on March 1, 2025.

4. Subject to the terms of the RSU Agreement, the RSUs vest in three equal annual installments beginning on March 1, 2026.

Remarks:

	Evgeniya Berezkina, Attorney-in-fact for Joseph J. Russo	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Verizon (VZ) report for Joseph J. Russo on this Form 4?

The Form 4 shows Joseph J. Russo exercised or converted several restricted stock unit awards into Verizon common stock, then had shares withheld to cover tax liabilities. These transactions reflect equity compensation mechanics rather than open-market buying or selling activity.

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

After the reported transactions, Joseph J. Russo holds 92,130 Verizon common shares directly and 6,314 shares indirectly through a 401(k) plan. These amounts reflect his updated ownership following RSU conversions and related tax-withholding share dispositions on February 27, 2026.

Were Joseph J. Russo’s Verizon (VZ) transactions open-market buys or sells?

No, the transactions were not open-market buys or sells. They involved exercises or conversions of restricted stock units into common stock, followed by dispositions coded “F” where shares were delivered to satisfy tax liabilities associated with the vesting or settlement of those equity awards.

What do the RSU vesting terms disclosed for Verizon (VZ) indicate?

The footnotes state that each RSU represents the right to receive one Verizon common share upon vesting and payment. The RSU awards vest in three equal annual installments beginning on March 1 of 2024, 2025, and 2026, respectively, subject to the RSU Agreement’s terms.

What transaction codes appear in Joseph J. Russo’s Verizon (VZ) Form 4 and what do they mean?

The Form 4 uses code “M” for exercise or conversion of derivative securities, describing RSU-to-stock conversions, and code “F” for dispositions of shares used to pay exercise price or tax liabilities. One indirect 401(k) holding entry is reported without a specific transaction code.

How does this Verizon (VZ) Form 4 affect understanding of executive compensation?

The filing illustrates that a portion of Joseph J. Russo’s compensation is delivered through RSUs that convert into Verizon common stock over time. It also shows that taxes on these equity awards are satisfied by withholding and delivering some of the resulting shares, rather than separate cash payments.