Verizon Insider Filing: Vestberg Adds 214.537 Deferred Phantom Stock Units

Rhea-AI Filing Summary

Hans Erik Vestberg, Chairman and CEO of Verizon Communications Inc. (VZ), reported a non-derivative acquisition under a deferred compensation arrangement. On 09/25/2025 he received 214.537 units of phantom stock (unitized) recorded as an acquisition. Each phantom share is the economic equivalent of a portion of one share of Verizon common stock and is settled in cash under the company’s deferred compensation plan. The filing shows 61 underlying common shares at a unit price of $12.37 and reports 199,252.591 shares beneficially owned following the transaction, held indirectly through the deferred compensation plan. The form was signed by an attorney-in-fact on 09/26/2025.

Positive

• Reported acquisition of 214.537 phantom stock units by the CEO, increasing his deferred economic stake in VZ
• Large beneficial ownership reported: 199,252.591 shares beneficially owned following the transaction, held indirectly via the deferred compensation plan
• Clear disclosure that phantom stock is cash-settled and includes dividend reinvestment, with explanatory remarks and attorney-in-fact signature

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine deferred-compensation acquisition by the CEO increases indirect economic exposure to VZ without immediate share issuance.

This Form 4 documents a non-cash acquisition of 214.537 phantom stock units by Hans Erik Vestberg on 09/25/2025, which are settled in cash and represent an economic interest tied to Verizon common stock. The filing reports 199,252.591 shares beneficially owned following the transaction, held indirectly via the deferred compensation plan. For investors, this is a disclosure of insider compensation mechanics rather than a market-moving equity purchase; it does, however, increase the CEO’s deferred economic exposure to company performance.

Corporate Governance Expert

TL;DR: Disclosure shows standard executive deferred-compensation activity and appropriate reporting by an authorized representative.

The report identifies Vestberg as both a director and officer and discloses the acquisition of phantom stock units pursuant to the company’s deferred compensation plan. The form includes required explanatory notes clarifying cash settlement and dividend reinvestment treatment and is signed by an attorney-in-fact on 09/26/2025. This appears to be a routine governance disclosure of executive compensation deferral with no additional governance concerns evident in the filing text.

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).

1. Name and Address of Reporting Person^*

Vestberg Hans Erik

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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)	09/25/2025		A		214.537		(1)	(1)	Common Stock	61	$12.37	199,252.591(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 Hans Erik Vestberg	09/26/2025
	** 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 Hans Erik Vestberg report on Form 4 for VZ?

He reported the acquisition of 214.537 phantom stock units on 09/25/2025, recorded under Verizon's deferred compensation plan.

How many shares does the Form 4 show beneficially owned after the transaction?

The filing shows 199,252.591 shares beneficially owned following the reported transaction, held indirectly through the deferred compensation plan.

Are the phantom stock units settled in shares or cash?

Each phantom stock unit is the economic equivalent of a portion of one common share and is settled in cash under the deferred compensation plan.

Was the Form 4 signed directly by Hans Erik Vestberg?

The Form 4 was signed by an attorney-in-fact, Evgeniya Berezkina, on 09/26/2025.

What price or underlying share amount is shown in the filing?

The filing lists 61 underlying common stock units at a price of $12.37 associated with the reported derivative entry.