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VZ Form 4: EVP Joseph Russo Receives Phantom Stock Credit

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Joseph J. Russo, EVP & Pres-Global Networks & Tech at Verizon (VZ), acquired phantom stock units under the company deferred compensation plan. The Form 4 reports that on 09/11/2025 Mr. Russo was credited with 87.038 units of "Phantom Stock (unitized)" which are cash-settled equivalents of common stock and become payable per elections under the deferred compensation plan. The filing shows beneficial ownership of 67,386.608 phantom stock units, which the filer says includes units acquired through dividend reinvestment. The Form 4 was submitted on 09/12/2025 and signed by an attorney-in-fact.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider received deferred-compensation phantom units; routine for executive pay, limited immediate market impact.

The reported transaction is an internal compensation-crediting event: 87.038 phantom stock units were acquired under Verizon's deferred compensation plan. Such phantom units are cash-settled and do not represent immediate issuance of common shares or open-market trades. The filing notes a total beneficial holding of 67,386.608 phantom units, including dividend reinvestment. From a governance perspective this disclosure is standard for Section 16 officers and does not by itself change equity capital structure or dilute shareholders.

TL;DR: This is a routine compensation deferral credit; it clarifies executive pay composition but is not a liquidity event.

The Form 4 documents a deferred-compensation credit rather than an exercised option or cash sale. Phantom units are described as economically equivalent to portions of common shares and are payable per the participant's elections. The filing quantifies the credit (87.038 units) and cumulative beneficial holdings (67,386.608 units) and discloses dividend reinvestment treatment. For pay analysis, this highlights use of cash-settled share-linked awards in the executive's compensation mix.

Insider Russo Joseph J.
Role EVP&Pres-Global Networks&Tech
Type Security Shares Price Value
Grant/Award Phantom Stock (unitized) 87.038 $12.59 $1K
Holdings After Transaction: Phantom Stock (unitized) — 67,386.608 shares (Indirect, By Deferred Compensation Plan)
Footnotes (1)
  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. Includes phantom stock acquired through dividend reinvestment.
Form 4 Insider Transactions: What Each Field Means →
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 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)
09/11/2025
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) 09/11/2025 A 87.038 (1) (1) Common Stock 25 $12.59 67,386.608(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 Joseph J. Russo 09/12/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Verizon (VZ) insider Joseph J. Russo acquire on 09/11/2025?

The Form 4 shows he acquired 87.038 phantom stock (unitized) units under Verizon's deferred compensation plan on 09/11/2025.

How are the phantom stock units settled according to the filing?

The filing states 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.

How many phantom stock units does the reporting person beneficially own after the transaction?

The Form 4 reports 67,386.608 phantom stock units beneficially owned following the reported transaction, including units from dividend reinvestment.

What is Joseph J. Russo's role at Verizon as listed on the Form 4?

He is listed as an Officer: EVP & Pres-Global Networks & Tech and the filing is submitted by one reporting person.

When was the Form 4 filed and who signed it?

The Form 4 reflects the transaction date 09/11/2025 and was filed with a signature by Evgeniya Berezkina, attorney-in-fact, on 09/12/2025.