Verizon (VZ) Form 4 — CEO Credited with Phantom Stock Units

Rhea-AI Filing Summary

Hans Erik Vestberg, Chairman and CEO of Verizon Communications (VZ), reported a non-derivative acquisition under a deferred compensation plan. The Form 4 shows a transaction dated 08/28/2025 in which Mr. Vestberg was credited with 211.724 units of phantom stock, which the filing describes as the economic equivalent of portions of common shares and settled in cash. The entry lists a price of $12.53 and reports indirect beneficial ownership of 198,827.33 (units/shares as presented). The phantom units become payable under events elected by the reporting person and include dividend reinvestment. The form was signed by an attorney-in-fact on 08/29/2025.

Insights

Financial Analyst

TL;DR: Routine deferred-compensation credit to the CEO, unlikely to move valuation but relevant for insider alignment.

The filing documents a non-cash, unitized phantom stock credit to the CEO under Verizon's deferred compensation plan. Such credits are commonly used to compensate and retain executives without immediate share issuance. The economic exposure is settled in cash and the reported price of $12.53 likely reflects valuation for the units credited. This disclosure is standard and does not indicate open-market buying or selling of VZ stock.

Corporate Governance Expert

TL;DR: Governance disclosure shows compensation deferral mechanics; materiality is low but informs insiders' pay structure.

The Form 4 clarifies that phantom stock units were credited and are held indirectly via the deferred compensation plan with dividend reinvestment. For governance review, this confirms use of cash-settled units rather than equity issuance, preserving share count. The filing is procedurally important for transparency but does not reflect a change in control or voting power.

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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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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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)	08/28/2025		A		211.724		(1)	(1)	Common Stock	60	$12.53	198,827.33(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	08/29/2025
	** 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 transaction did Hans Erik Vestberg report on the Form 4 for VZ?

The Form 4 reports Mr. Vestberg was credited with 211.724 units of phantom stock on 08/28/2025 under Verizon's deferred compensation plan.

Are the phantom stock units for VZ settled in shares or cash?

The filing states each phantom stock unit is the economic equivalent of a portion of a common share and is settled in cash.

What valuation or price is shown for the phantom units on the Form 4?

The entry shows a price of $12.53 associated with the reported phantom stock transaction.

How many units or amount of beneficial ownership is reported after the transaction?

The Form 4 lists indirect beneficial ownership of 198,827.33 (units as presented) following the reported transaction.

Did the Form 4 indicate dividend reinvestment for the phantom units?

Yes. The filing's explanation notes the reported amount includes phantom stock acquired through dividend reinvestment.