Form 4: Frontier Communications Officer Reports Merger-Related Stock Changes

Sentiment:

Statement of Changes in Beneficial Ownership (Form 4)


Frontier Communications' Chief Accounting Officer, William McGloin, reported changes in his beneficial ownership of company stock and restricted units following the merger with Verizon Communications Inc.

Summary

  • William McGloin, Chief Accounting Officer of Frontier Communications Parent, Inc. (FYBR), reported changes in his beneficial ownership of securities.
  • The changes occurred due to the merger of Frontier Communications Parent, Inc. with France Merger Sub Inc., a wholly-owned subsidiary of Verizon Communications Inc. (Parent), which was consummated on January 20, 2026.
  • Upon the merger's effective time, Frontier Communications became a wholly-owned subsidiary of Verizon Communications Inc.
  • Each outstanding share of Frontier Communications common stock was automatically converted into the right to receive $38.50 in cash per share.
  • Time-based Restricted Stock Units (RSUs) granted in March 2023, March 2024, and a prorated portion of 2025 RSUs vested, were canceled, and converted into cash at $38.50 per share.
  • The remaining portion of 2025 RSUs was converted into unvested restricted stock units of Parent (Parent RSUs) using an exchange ratio of (38.5/39.7141).
  • Performance-based Restricted Stock Units (PSUs) for the 2024-2026 period and a prorated portion of 2025-2027 PSUs vested, were canceled, and converted into cash at $38.50 per share, based on actual performance.
  • The remaining portion of 2025-2027 PSUs was converted into Parent RSUs using the same exchange ratio, based on actual performance, and are subject to the same terms and conditions (excluding performance-based vesting conditions).

Sentiment

Score: 5

Explanation: The filing is a factual report of insider transactions resulting from a completed merger, providing neutral information without indicating positive or negative operational performance or future prospects for the standalone entity.

Positives

  • Reporting person received a cash payout of $38.50 per share for common stock and vested restricted stock units due to the merger.
  • Vested performance-based restricted stock units were converted to cash based on actual performance attainment.

Negatives

  • Reporting person no longer holds direct beneficial ownership in Frontier Communications Parent, Inc. common stock.
  • A portion of the reporting person's equity awards (remaining 2025 RSUs and 2025-2027 PSUs) were converted into unvested Parent RSUs, subject to future vesting conditions.

Future Outlook

The Parent Restricted Stock Units (RSUs) received in exchange for remaining unvested Frontier equity awards are subject to the same terms and conditions as applied to the original awards prior to the Effective Time, excluding performance-based vesting conditions for converted PSUs.

Industry Context

This filing reflects a significant consolidation event in the telecommunications industry, where a major player, Verizon Communications Inc., acquired Frontier Communications Parent, Inc., integrating its operations and assets. Such mergers typically aim to enhance market position, achieve synergies, and expand service offerings.

Stakeholder Impact

  • Shareholders of Frontier Communications Parent, Inc. received a cash payout of $38.50 per share, concluding their investment in the company.
  • Employees, including the Chief Accounting Officer, had their equity compensation converted into cash for vested portions and into Verizon RSUs for unvested portions, aligning their future incentives with the acquiring company.

Next Steps

  • Parent RSUs will continue to vest according to their original terms and conditions (excluding performance-based vesting for converted PSUs).

Key Dates

DateDescription
09/04/2024Date of the Agreement and Plan of Merger between Frontier Communications Parent, Inc., Verizon Communications Inc., and France Merger Sub Inc.
03/13/2023Grant date for certain time-based Restricted Stock Units (RSUs).
03/13/2024Grant date for certain time-based Restricted Stock Units (RSUs).
03/12/2025Grant date for 2025 Restricted Stock Units (RSUs).
01/20/2026Effective Time and consummation date of the merger, where France Merger Sub Inc. merged into Frontier Communications Parent, Inc., making Frontier a wholly-owned subsidiary of Verizon Communications Inc. This is also the transaction date for the reported changes.
01/22/2026Signature date of the Form 4 filing.

Keywords

Frontier Communications, Verizon Communications, Merger, Form 4, Beneficial Ownership, Restricted Stock Units, Performance Stock Units, Equity Compensation, Insider Transaction

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