Verizon Comms SEC Filings

Verizon Communications (VZ) filed Amendment No. 1 to its 8-K to detail compensation terms for newly appointed CEO Daniel H. Schulman, effective October 4, 2025. A letter agreement dated October 13, 2025 provides for his service through December 31, 2027.

Mr. Schulman will receive an annual base salary of $1,500,000 and is eligible for the Verizon Short Term Incentive Plan with a target equal to 250% of base salary, prorated for fiscal 2025. He will receive equity awards in the form of RSUs and PSUs, with share counts set by a 20‑day average closing price through October 17, 2025. Upon a qualifying succession event, time‑based vesting on his equity is deemed satisfied, and if such an event occurs before December 31, 2027, he will receive remaining base salary and short‑term incentive amounts for the term as described.

The Compensation Committee also approved $4,000,000 one‑time retention RSU awards for Sowmyanarayan Sampath (Group CEO – Verizon Consumer) and Anthony Skiadas (CFO), to be granted October 17, 2025 and vesting December 31, 2027, subject to continued employment and certain termination protections.

The filing reports that Vandana Venkatesh, Executive Vice President for Public Policy and Chief Legal Officer at Verizon Communications Inc. (VZ), received phantom stock units under a deferred compensation plan on 10/09/2025. The transaction shows an acquisition (code A) of 108.89 phantom stock units (economic equivalents of common shares, settled in cash). The filing states these phantom units include dividend reinvestment and that the reporting person now holds 46,618.224 phantom shares indirectly through the plan. The units reference an underlying common stock amount of 31 shares with a price entry of $11.66, and payment will occur under events selected by the participant in the plan.

Verizon Communications (VZ) reported a Form 4 showing that Mary-Lee Stillwell, SVP and Controller, acquired 49.495 phantom stock units on 10/09/2025 under the company’s deferred compensation plan. Each phantom unit represents the economic equivalent of a portion of one share of common stock and is settled in cash when payable under plan rules. The filing shows 12,563.848 shares of common-stock economic exposure held indirectly, which includes phantom units obtained through dividend reinvestment. The reported per-unit price is $11.66, and the transaction was reported by an attorney-in-fact on 10/10/2025.

Insider Form 4 summary: An officer of Verizon Communications Inc. (VZ), Anthony T. Skiadas (EVP and CFO), reported a non‑derivative acquisition on 10/09/2025. The filing shows 148.487 units of phantom stock were acquired under a deferred compensation plan; each phantom share is the economic equivalent of a portion of one common share and is settled in cash. The filing links those phantom units to 42 underlying common shares at a price of $11.66. The reporting person’s indirect beneficial ownership after the transaction is listed as 128,300.921 (through the deferred compensation plan). The phantom units include amounts acquired via dividend reinvestment and become payable under events established in the plan.

Insider acquisition of phantom stock by Verizon EVP — The Form 4 shows that Sampath Sowmyanarayan, Verizon Communications' EVP and Group CEO–VZ Consumer, acquired 168.285 units of phantom stock on 10/09/2025. Each phantom unit is economically tied to a portion of one share of Verizon common stock and is payable in cash under the company deferred compensation plan. The transaction used code V (vesting or similar plan-based award) and reflects a stated price of $11.66 per unit for reporting. Following this acquisition, the reporting person’s aggregate phantom holdings equal 131,323.856 units, which the filer indicates include dividend reinvestment. The report was signed by an attorney-in-fact on 10/10/2025.

Joseph J. Russo, Executive Vice President and President of Global Networks & Technology at Verizon Communications Inc. (VZ), reported an acquisition under a deferred compensation plan. On 10/09/2025 he received 94.041 unitized phantom stock awards that are the economic equivalent of portions of common shares and are settled in cash. The filing shows 67,569.262 phantom stock units held following the transaction, with some units acquired via dividend reinvestment. Phantom stock becomes payable under events chosen by the reporting person according to the plan. The Form 4 was signed by an attorney-in-fact on 10/10/2025.

Kyle Malady, Executive Vice President and Group CEO–VZ Business at Verizon Communications Inc. (VZ), reported an acquisition of phantom stock units under a deferred compensation plan on 10/09/2025. The filing records the purchase of 148.487 phantom stock units and shows 389,006.763 phantom stock units beneficially owned following the transaction, held indirectly through the deferred compensation plan. The reported price associated with the transaction is $11.66. The filing explains each phantom stock unit is the economic equivalent of a portion of one share of common stock, is settled in cash, and becomes payable on events elected under the plan; it also notes phantom stock includes units acquired through dividend reinvestment.

Samantha Hammock, Verizon Communications Inc. EVP & Chief HR Officer, reported a grant of 84.142 phantom stock (unitized) on 10/09/2025 under a deferred compensation plan. Each phantom unit is the economic equivalent of part of one common share and is settled in cash when payable per the plan. The reported underlying common stock for the transaction is 24 shares with an indicated price of $11.66, and the filing shows total indirect beneficial ownership following the transaction of 28,347.491 (units/shares) held through the deferred compensation plan. The filing was executed by an attorney-in-fact on 10/10/2025.

Hans Erik Vestberg, a director of Verizon Communications Inc. (VZ), reported a non-derivative acquisition under a deferred compensation plan on 10/09/2025. He received 227.68 unitized phantom stock shares, recorded at a price of $11.66 per unit. The filing shows 199,480.271 phantom stock units beneficially owned indirectly through the deferred compensation plan, which are economic equivalents of common shares and are settled in cash when payable under plan terms. The report was signed by an attorney-in-fact on 10/10/2025.

The phantom units convert economically to a portion of common stock but do not represent immediate common-share issuance; they are payable in cash per the plan. Dividend reinvestment contributed to the total phantom balance. No other cash sales, open-market trades, or derivative exercises are disclosed.

Verizon Communications Inc. reported a major leadership change as its Board of Directors appointed Daniel H. Schulman as Chief Executive Officer, effective October 4, 2025, while Hans E. Vestberg stepped down as Chairman and CEO. Schulman, 67, has served on Verizon’s Board since 2018, was Independent Lead Director from December 2024, and previously served as President and CEO of PayPal Holdings, Inc. from 2015 to 2023. His compensation as CEO will be set later and disclosed in an amendment.

Effective the same date, Vestberg became Special Advisor, a role he is expected to hold through October 4, 2026, and he is expected to remain on the Board for the rest of his current term. Under a transition agreement, he will provide support focused on advising on the integration and execution of the Frontier Communications acquisition and Verizon’s broader convergence and broadband strategy, while continuing to receive his current base salary, remaining eligible for a 2025 short-term incentive award based on actual results, and having his existing equity awards continue to vest with prorated vesting at the end of his advisory term. On October 6, 2025, Verizon issued a press release about this transition and reiterated its financial guidance for full-year 2025.