VZ Form 4: Director Jennifer Mann granted 1,978 phantom units

Rhea-AI Filing Summary

Jennifer K. Mann, a director of Verizon Communications Inc. (VZ), was awarded 1,978 units of phantom stock on 08/25/2025. Each phantom share is the economic equivalent of one share of common stock and is settled in cash. The units are held indirectly through the issuer's deferred compensation plan and become payable following the reporting person's termination of service as a director. The reported holding after the transaction is 1,978 phantom shares representing a cash-settled obligation to the issuer.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation award paid in cash upon termination; governance standard for non-employee directors.

The grant of 1,978 phantom stock units to a sitting director, held indirectly under a deferred compensation plan and settled in cash, is a common practice to provide long-term compensation without share dilution. As described in the filing, units vest to be payable upon termination of service, which aligns payout timing with departure events rather than immediate liquidity. There is no indication in the filing of acceleration, special treatment, or hedging arrangements.

Compensation Analyst

TL;DR: Modest cash-settled phantom grant; represents deferred director pay rather than equity ownership.

The 1,978 phantom units are explicitly cash-settled and therefore create a future cash obligation for the company rather than issuing common stock. For compensation analysis, this is a non-dilutive mechanism to provide value tied to the company’s stock price. The filing states the units are payable after termination, indicating typical retention/deferral design. The size and payment terms are specified; no exercise price or conversion contingencies beyond settlement are disclosed.

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

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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^*

MANN JENNIFER K

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	(1)	08/25/2025		A		1,978		(1)	(1)	Common Stock	1,978	$0	1,978	I	By Deferred Compensation Plan

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of common stock and is settled in cash. The shares of phantom stock become payable following the reporting person's termination of service as a director.

Remarks:

	Evgeniya Berezkina, Attorney-in-fact for Jennifer K. Mann	08/26/2025
	** 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 type of security was reported in the Verizon (VZ) Form 4?

The filing reports 1,978 units of phantom stock, which are cash-settled and economically equivalent to common shares.

Who received the phantom stock according to the Form 4?

Jennifer K. Mann, a director of Verizon Communications Inc., is the reporting person who received the phantom stock units.

How and when are the phantom stock units payable?

The phantom stock units are payable in cash following the reporting person's termination of service as a director.

How many phantom shares does the reporting person own after the transaction?

The filing shows 1,978 phantom shares beneficially owned following the reported transaction.

Are the phantom stock units direct or indirect ownership?

The units are held indirectly through the issuer's deferred compensation plan, as stated in the filing.