VZ Insider Filing: Hans Vestberg Adds 213.803 Deferred Phantom Shares

Rhea-AI Filing Summary

Hans Erik Vestberg, identified as a director and as Chairman and CEO of Verizon Communications Inc. (VZ), reported a transaction dated 08/14/2025 on Form 4. The filing discloses acquisition of 213.803 phantom stock units (unitized, settled in cash) that are each economically equivalent to portions of common stock and become payable under Vestberg's deferred compensation plan. The derivative entry lists 61 underlying common stock shares at a price of $12.41. Following the reported transaction, Vestberg beneficially owns 198,615.606 shares (indirect) through the deferred compensation plan. The form was signed by an attorney-in-fact on 08/15/2025.

Positive

• Significant indirect ownership reported: 198,615.606 shares held via the deferred compensation plan
• Executive alignment through deferred compensation: acquisition of 213.803 phantom stock units tied to company common stock value

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider disclosed a routine deferred-compensation settlement increasing indirect ownership; no governance red flags disclosed.

The filing shows Hans Erik Vestberg, serving as both director and Chairman and CEO, acquiring phantom stock units under a deferred compensation plan that settle in cash. This is a non-derivative economic exposure tied to the company’s common stock value rather than an outright equity issuance. The disclosure is standard for executive compensation arrangements and signals continued alignment via deferred pay without changes to voting power since the holdings are indirect and settled in cash.

Compensation & Risk Analyst

TL;DR: Transaction reflects compensation plan mechanics; increases reported indirect economic interest but involves cash-settled units.

The record indicates acquisition of 213.803 phantom stock units, with 61 underlying common shares referenced at a price of $12.41, and total indirect beneficial ownership of 198,615.606 shares after the transaction. Because the units are settled in cash per the plan, they do not directly change share count or immediate voting control. This is a routine compensation event documenting deferred remuneration and dividend reinvestment activity as stated in the filing.

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)
08/14/2025

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)	08/14/2025		A		213.803		(1)	(1)	Common Stock	61	$12.41	198,615.606(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	08/15/2025
	** 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?

The filing reports acquisition of 213.803 phantom stock units under a deferred compensation plan, dated 08/14/2025.

How many shares does Vestberg beneficially own after the transaction?

The Form 4 states 198,615.606 shares beneficially owned indirectly following the transaction.

Are the phantom stock units settled in shares or cash?

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

What is the reported price and underlying share amount referenced?

The derivative entry references 61 underlying common shares with a price of $12.41.

Who signed the Form 4 and when was it filed?

The form was signed by an attorney-in-fact, Evgeniya Berezkina, and dated 08/15/2025.