VZ Insider Filing: 46.027 Phantom Stock Units Credited to SVP Stillwell

Rhea-AI Filing Summary

Mary-Lee Stillwell, SVP and Controller at Verizon Communications (VZ), reported an acquisition of phantom stock units on 08/28/2025. The filing shows 46.027 units of phantom stock (unitized) were acquired and that the reporting person indirectly beneficially owns 12,421.906 units/shares through a deferred compensation plan. The form explains each phantom stock unit is the economic equivalent of a portion of one share and is settled in cash, with some units acquired via dividend reinvestment.

Insights

Corporate Governance Expert

TL;DR: Routine insider deferred-compensation transaction; no material corporate control change.

The Form 4 records a compensation-related acquisition of phantom stock by a senior officer, reported under Section 16. This is a common method to defer cash compensation and align pay with equity performance while settling in cash. The indirect beneficial ownership reported under the deferred compensation plan suggests the holdings are not direct voting equity. The transaction appears procedural and not indicative of a change in ownership control.

Compensation Analyst

TL;DR: Deferred-comp plan units were credited; transaction reflects compensation mechanics, not a market purchase.

The filing documents acquisition of 46.027 phantom stock units and notes inclusion of dividend reinvestment in the aggregate 12,421.906 units held indirectly. Phantom stock settled in cash means these units track economic value rather than converting to shares. From a pay-structure perspective, this is a routine credit under the companys deferred compensation arrangements.

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^*

Stillwell Mary-Lee

(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)
	SVP and Controller

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		46.027		(1)	(1)	Common Stock	13	$12.53	12,421.906(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 Mary-Lee Stillwell	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 Mary-Lee Stillwell report on Form 4 for VZ?

She reported acquiring 46.027 phantom stock units on 08/28/2025 and indirect beneficial ownership of 12,421.906 units via a deferred compensation plan.

What is phantom stock as described in the filing?

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

Does the Form 4 indicate these phantom units convert into actual Verizon shares?

No. The filing explicitly says phantom stock is settled in cash; it does not state conversion into common stock.

Were dividend reinvestments included in the reported holdings?

Yes. The filing notes the total includes phantom stock acquired through dividend reinvestment.

What is the reporting person's role at Verizon?

The reporting person is listed as SVP and Controller (Mary-Lee Stillwell).