Verizon Insider Filing: Joseph J. Russo Acquires Additional Phantom Stock

Rhea-AI Filing Summary

Verizon Communications Inc. (VZ) – Form 4 insider filing

Executive Vice President & President of Global Networks & Technology Joseph J. Russo reported one transaction dated 18 June 2025 involving the company’s deferred compensation plan.

• Security type: Phantom stock units (cash-settled, economically equivalent to common shares).
• Quantity acquired: 92.168 units, representing the economic equivalent of approximately 26 common shares.
• Transaction code: “A” (open-market or plan acquisition); ownership is Indirect (I) through Verizon’s Deferred Compensation Plan.
• Resulting balance: 65,819.334 phantom stock units.
• Price shown: $11.89 per unit; the plan settles in cash upon distribution, not in Verizon stock.

The filing is routine and does not involve actual common share purchases or sales. The small size relative to Verizon’s ~4.2 billion shares outstanding makes the event immaterial to the company’s valuation. No other non-derivative transactions were reported, and there is no indication of a Rule 10b5-1 trading plan.

Insights

Securities Analyst

TL;DR: Minor phantom-stock addition; negligible financial impact on VZ.

The Form 4 shows Russo adding 92.168 phantom stock units, lifting his indirect balance to about 65.8k units. These units settle in cash, so there is no share-count dilution or direct market activity. With an economic value below US$1,100, the transaction is de minimis relative to Verizon’s market cap. No buy or sell signal can be inferred; the action likely reflects routine deferred-compensation allocations rather than a view on the stock.

Corporate Governance Expert

TL;DR: Routine deferred-comp adjustment; governance status unchanged.

From a governance perspective, the filing satisfies Section 16 disclosure rules but conveys no strategic message. Phantom stock aligns executive pay with shareholder value without issuing new shares. The absence of material share transactions, plan adoptions, or policy changes means the event is neutral for oversight considerations.

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)
06/18/2025

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)	06/18/2025		A		92.168		(1)	(1)	Common Stock	26	$11.89	65,819.334(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.

	Evgeniya Berezkina, Attorney-in-fact for Joseph J. Russo	06/20/2025
	** 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 Verizon EVP Joseph J. Russo acquire in the latest Form 4?

He acquired 92.168 phantom stock units through the company’s deferred compensation plan.

How many phantom stock units does Russo now hold in total?

After the transaction he indirectly holds 65,819.334 units.

Does the transaction affect Verizon’s share count or create dilution?

No. Phantom stock is cash-settled and does not issue new shares or dilute existing shareholders.

Is this Form 4 filing considered material to VZ investors?

Given the small economic value (≈US$1,100) and cash settlement nature, it is not considered material.

Was the transaction executed under a Rule 10b5-1 trading plan?

The filing does not indicate that the acquisition was made pursuant to a Rule 10b5-1 plan.