[Form 4] Verizon Communications Insider Trading Activity

Rhea-AI Filing Summary

Sampath Sowmyanarayan, EVP and Group CEO–VZ Consumer at Verizon Communications Inc. (VZ), reported a transaction dated 08/28/2025 involving the acquisition of 156.492 unitized phantom stock awards under Verizon's deferred compensation plan. The filing states each phantom stock unit is the economic equivalent of a portion of one share of common stock and is settled in cash, payable under events elected by the reporting person. The report lists 130,841.247 units beneficially owned indirectly through the deferred compensation plan and notes phantom units include shares acquired through dividend reinvestment.

Positive

• Executive participation in deferred compensation plan indicates alignment with long-term compensation structure
• Disclosure of dividend reinvestment increases transparency about how phantom units accumulate

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider acquired deferred-compensation phantom units, indicating continued executive participation in company compensation plans.

The reported acquisition of 156.492 phantom stock units by an executive-level officer is a routine compensation-related transaction rather than a market purchase or sale of common stock. As the units are settled in cash and held indirectly through a deferred compensation plan, this disclosure primarily reflects compensation mechanics and tax/deferral choices rather than immediate changes in economic exposure to Verizon equity. The filing provides clear disclosure of indirect beneficial ownership (130,841.247 units) and dividend reinvestment activity, aiding governance transparency.

Executive Compensation Analyst

TL;DR: The transaction is compensation-plan driven and does not represent open-market trading of common stock.

The entry shows a grant/accrual of phantom stock units under the deferred compensation program on 08/28/2025, with phantom units convertible to cash upon plan events. Because the underlying instruments are cash-settled and held indirectly, this is characteristic of executives electing deferred pay and dividend reinvestment. The filing lacks valuation detail beyond a $12.53 price reference in the table, so precise dollar value and accounting impact are not determinable from this Form 4 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

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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^*

Sampath Sowmyanarayan

(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 and Group CEO-VZ Consumer

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		156.492		(1)	(1)	Common Stock	45	$12.53	130,841.247(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 Sowmyanarayan Sampath	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 Sampath Sowmyanarayan report on Form 4 for VZ?

He reported acquiring 156.492 phantom stock units under Verizon's deferred compensation plan on 08/28/2025, with 130,841.247 units beneficially owned indirectly.

Are the reported phantom stock units settled in shares or cash?

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

Does the Form 4 show an open-market purchase of Verizon common stock (VZ)?

No. The transaction relates to unitized phantom stock under a deferred compensation plan, not a direct purchase of common stock.

When was the transaction dated on the filing?

08/28/2025 is the transaction date listed on the Form 4.

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

130,841.247 units are reported as beneficially owned indirectly through the deferred compensation plan.