VZ Form 4: Russo Adds 87.451 Phantom Stock Units via Deferred Comp

Rhea-AI Filing Summary

Joseph J. Russo, Executive Vice President and President of Global Networks & Technology at Verizon Communications (VZ), reported a Section 16 transaction dated 08/28/2025. The filing shows the acquisition of 87.451 units of unitized Phantom Stock, recorded as a derivative security, which are the economic equivalent of a portion of common stock and are settled in cash. The phantom shares are held indirectly under Verizon's deferred compensation plan and become payable according to elections made under that plan. The filing notes that the reported holdings include phantom stock acquired through dividend reinvestment. The Form 4 was signed by an attorney-in-fact on 08/29/2025.

Positive

• Acquisition recorded: 87.451 unitized Phantom Stock acquired on 08/28/2025
• Cash-settled structure: Phantom stock is settled in cash, not as immediate equity issuance
• Indirect holding via deferred compensation plan: Holdings are under Verizon's deferred compensation plan
• Dividend reinvestment noted: Reported holdings include phantom stock acquired through dividend reinvestment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine deferred-compensation crediting of phantom stock to an executive, reported under Section 16.

The Form 4 documents a non-derivative-equivalent grant: 87.451 unitized phantom stock credits that are cash-settled and held indirectly via Verizon's deferred compensation plan. This is a common executive compensation mechanism that does not immediately change common shares outstanding because settlement is in cash. The inclusion of dividend reinvestment is noted and simply increases the phantom balance. No direct sale of shares or exercise of equity options is indicated, and the filing does not disclose any change to outstanding common stock or immediate dilution.

Compensation & Risk Analyst

TL;DR: Deferred compensation accrual recorded; represents a future cash obligation tied to phantom stock units.

The entry reflects accrual-type compensation rather than an open-market trade. Phantom stock units are described as cash-settled and payable per the reporting person's elections under the deferred compensation plan, indicating a contractual liability for Verizon rather than issuance of equity. The filing explicitly states dividend reinvestment increased the phantom balance. There is no information here about valuation methodology, payout timing, or whether the units are time-vested or performance-contingent, so materiality to cash flows or expense recognition cannot be assessed from this filing alone.

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^*

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)
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		87.451		(1)	(1)	Common Stock	25	$12.53	67,299.57(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	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 did Joseph J. Russo report on Form 4 for VZ?

The Form 4 reports the acquisition of 87.451 unitized Phantom Stock on 08/28/2025, held indirectly under Verizon's deferred compensation plan.

Are the phantom shares settled in stock or cash?

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

How are the phantom units held for Russo?

The phantom units are held indirectly by Joseph J. Russo through Verizon's deferred compensation plan.

Does the filing show dividend treatment for the phantom stock?

Yes. The filing explicitly states the reported holdings include phantom stock acquired through dividend reinvestment.

When was the Form 4 signed and by whom?

The Form 4 was signed by Evgeniya Berezkina, Attorney-in-fact for Joseph J. Russo on 08/29/2025.