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

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

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.

Insider Trade Summary

48,711 shares exercised/converted

Mixed 10 txns

Insider Russo Joseph J.

Role EVP&Pres-Global Networks&Tech

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units - 2023 Award	19,003	$0.00	--
Exercise	Restricted Stock Units - 2024 Award	16,051	$0.00	--
Exercise	Restricted Stock Units - 2025 Award	13,657	$0.00	--
Exercise	Common Stock	19,003	$0.00	--
Tax Withholding	Common Stock	9,275	$50.14	$465K
Exercise	Common Stock	16,051	$0.00	--
Tax Withholding	Common Stock	7,833	$50.14	$393K
Exercise	Common Stock	13,657	$0.00	--
Tax Withholding	Common Stock	7,435	$50.14	$373K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units - 2023 Award — 0 shares (Direct); Restricted Stock Units - 2024 Award — 16,053 shares (Direct); Restricted Stock Units - 2025 Award — 27,314 shares (Direct); Common Stock — 86,965 shares (Direct); Common Stock — 6,314 shares (Indirect, By 401(k))

Footnotes (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. Subject to the terms of the RSU Agreement, the RSUs vest in three equal annual installments beginning on March 1, 2024. Subject to the terms of the RSU Agreement, the RSUs vest in three equal annual installments beginning on March 1, 2025. Subject to the terms of the RSU Agreement, the RSUs vest in three equal annual installments beginning on March 1, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/03/2026 - 12:27 PM

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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
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.

Source: View Original Filing on SEC EDGAR

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.