Verizon (VZ) director Vestberg acquires 188 phantom stock units via plan

Rhea-AI Filing Summary

Verizon Communications director Hans Erik Vestberg reported an acquisition of phantom stock units through a deferred compensation plan. On 02/12/2026 he acquired 188.658 phantom stock (unitized) derivative securities at $14.11 per unit, held indirectly via the deferred compensation plan.

Following this transaction, Vestberg beneficially owns 208,123.691 phantom stock units. Each phantom stock unit is economically tied to a portion of one Verizon common share, is settled in cash, and becomes payable upon events he established under the company’s deferred compensation plan, including amounts from dividend reinvestment.

Insights

Equity compensation and governance analyst

Director increased cash-settled phantom equity via deferred compensation, a routine, non-cash governance event.

Hans Erik Vestberg, a director of Verizon Communications, acquired 188.658 phantom stock (unitized) derivative securities at $14.11 per unit on February 12, 2026. These awards are held indirectly through a deferred compensation plan rather than as tradable common shares.

The filing states that each phantom unit mirrors a portion of one common share’s economic value, is settled in cash, and becomes payable upon specified events. This structure aligns director compensation with shareholder value without immediate cash outlay or share issuance.

The impact is administrative and routine, with total phantom holdings reaching 208,123.691 units. Future compensation disclosures and director ownership updates will further detail how these cash-settled units evolve within the deferred plan framework.

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
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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^*

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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)	02/12/2026		A		188.658		(1)	(1)	Common Stock	54	$14.11	208,123.691(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	02/17/2026
	** 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) director Hans Erik Vestberg report in this Form 4 filing?

Hans Erik Vestberg reported acquiring 188.658 phantom stock (unitized) derivative securities on February 12, 2026. These units are held indirectly through a deferred compensation plan and increase his total phantom stock holdings to 208,123.691 units linked economically to Verizon common stock.

Is Hans Erik Vestberg buying or selling Verizon (VZ) common shares in this transaction?

No, this transaction does not involve buying or selling Verizon common shares. Vestberg acquired cash-settled phantom stock units through a deferred compensation plan, which economically track a portion of Verizon stock value without issuing or trading actual common shares.

How many phantom stock units does Hans Erik Vestberg now hold in Verizon (VZ)?

After the reported transaction, Hans Erik Vestberg beneficially owns 208,123.691 phantom stock units. These units are credited in a deferred compensation plan and reflect the economic value of a portion of Verizon common shares, including amounts added through dividend reinvestment.

What is the nature of the Verizon (VZ) phantom stock acquired by Hans Erik Vestberg?

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 Vestberg established under the company’s deferred compensation plan, rather than through delivery of Verizon common stock.

At what reference value were Verizon (VZ) phantom stock units credited to Hans Erik Vestberg?

The 188.658 phantom stock units were credited at a reference value of $14.11 per unit. This value is used in the deferred compensation calculation and reflects the economic linkage of the phantom units to Verizon’s common stock performance over time.

How is Hans Erik Vestberg’s ownership of Verizon (VZ) phantom stock characterized?

His ownership of the phantom stock units is reported as indirect, held "By Deferred Compensation Plan." This means the units are credited within a plan account rather than held as directly owned Verizon common shares in a brokerage or similar personal account.