VZ Insider Filing: Deferred-Comp Phantom Units Reported by Joseph Russo

Rhea-AI Filing Summary

Joseph J. Russo, EVP & President – Global Networks & Tech at Verizon Communications (VZ), reported a non-cash acquisition of phantom stock units under the company’s deferred compensation plan. The Form 4 shows an acquisition on 08/14/2025 of 88.31 phantom stock units, which the filing explains are economic equivalents of portions of common shares and are settled in cash. The phantom units include amounts acquired through dividend reinvestment and will be payable according to elections made under the deferred compensation plan. The form was signed by an attorney-in-fact on 08/15/2025.

Positive

• Disclosure complies with Section 16 reporting, showing timely reporting of deferred compensation unit acquisition
• Phantom units are cash-settled, so there is no immediate dilution of common shares

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine, non-cash deferred-compensation grant; limited immediate market impact.

The filing documents a deferred compensation acquisition rather than an open-market purchase or sale of Verizon common stock. Such phantom-unit grants are typically part of executive compensation and are settled in cash, reducing direct share issuance impact. The reported quantity (88.31 units) and inclusion of dividend reinvestment are administrative details; no change to outstanding common shares or immediate liquidity events are evident from this filing alone. This is a routine disclosure rather than a material corporate action.

Corporate Governance Expert

TL;DR: Compensation-related filing that reflects plan participation, not a signal of altered ownership control.

The Form 4 identifies the reporting person’s role and shows the acquisition arose under the company’s deferred compensation plan, with payments subject to the executive’s plan elections. The filing clarifies these are phantom units settled in cash and include dividend reinvestment. From a governance perspective, the disclosure satisfies reporting obligations; it does not indicate a change in voting power or a transfer of beneficial ownership of common stock.

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)
08/14/2025

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		88.31		(1)	(1)	Common Stock	25	$12.41	67,212.119(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	08/15/2025
	** 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 Verizon insider Joseph J. Russo report on Form 4 (VZ)?

The filing reports an acquisition on 08/14/2025 of 88.31 phantom stock units under Verizon’s deferred compensation plan; units are cash-settled.

Does the Form 4 indicate an open-market purchase or sale of VZ shares?

No. The filing shows a deferred compensation phantom stock acquisition, not an open-market trade of Verizon common stock.

Are the phantom stock units convertible to Verizon common stock?

The filing states each phantom stock unit is an economic equivalent settled in cash, not a direct conversion into common shares.

Do these reported units change voting power or outstanding shares of VZ?

According to the filing, no immediate change in voting power or share count is indicated because the units are cash-settled.

Did the Form 4 disclose how the phantom units were acquired?

Yes. The filing notes the units were acquired under the company’s deferred compensation plan and include amounts from dividend reinvestment.