Form 4: Frontier CPO Alan Gardner Reports Post-Merger Equity Changes

Frontier Communications' Chief People Officer, Alan Gardner, reported the conversion of his equity holdings into cash and Verizon RSUs following the company's merger with Verizon Communications Inc.

Summary

• Frontier Communications Parent, Inc. merged with France Merger Sub Inc., a wholly-owned subsidiary of Verizon Communications Inc., resulting in Frontier becoming a wholly-owned subsidiary of Verizon.
• The merger's effective time was January 20, 2026.
• Each outstanding share of Frontier common stock was automatically converted into the right to receive $38.50 in cash.
• Alan Gardner, Chief People Officer, disposed of 115,556 shares of common stock, receiving $38.50 per share in cash.
• Time-based restricted stock units (RSUs) granted in 2023, 2024, and a prorated portion of 2025 RSUs, totaling 14,704 underlying shares, vested, were canceled, and cashed out at $38.50 per share.
• Performance-based restricted stock units (PSUs) for the 2024-2026 period and a prorated portion of 2025-2027 PSUs, totaling 50,833 underlying shares, vested, were canceled, and cashed out at $38.50 per share based on actual performance.
• The remaining portion of 2025 RSUs (5,965 underlying shares) and 2025-2027 PSUs (18,579 underlying shares) were converted into unvested restricted stock units of Verizon Communications Inc. ('Parent RSUs').
• The conversion to Parent RSUs utilized an exchange ratio of (38.5 / 39.7141), where $38.50 was the merger consideration and $39.7141 was the five-day volume-weighted average price of Verizon common stock prior to the effective date.
• The Parent RSUs are subject to the same terms and conditions as the original awards, with performance-based vesting conditions excluded for the converted PSUs.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger and the orderly conversion of executive equity holdings into cash and new equity in the acquiring company, indicating a smooth transition for the reporting person's compensation structure.

Positives

• The reporting person received a significant cash payout for vested shares and equity awards at a fixed price of $38.50 per share.
• Remaining unvested equity awards were converted into Verizon RSUs, maintaining future equity participation in the acquiring company.

Negatives

• The reporting person's direct ownership in Frontier Communications Parent, Inc. ceased as it became a wholly-owned subsidiary.
• Some equity awards were converted into unvested Parent RSUs, meaning immediate liquidity was not available for all holdings.

Future Outlook

The remaining unvested 2025 RSUs and 2025-2027 PSUs were converted into unvested Verizon RSUs, which are subject to future vesting conditions under Verizon.

Industry Context

This filing reflects the finalization of a significant merger in the telecommunications industry, where a major player (Verizon) acquired Frontier Communications. This consolidation indicates a strategic move by Verizon to potentially expand its network or customer base, and it removes Frontier as an independent publicly traded entity.

Stakeholder Impact

• Shareholders: Frontier shareholders received $38.50 cash per share.
• Employees (executives): Equity awards were converted into cash or Verizon RSUs, ensuring continuity of equity incentives within the new corporate structure.

Next Steps

• The converted Verizon RSUs held by Alan Gardner will continue to vest according to their original terms (excluding performance conditions for PSUs).

Key Dates

Keywords

Frontier Communications, FYBR, Verizon, VZ, Merger, SEC Form 4, Insider Trading, Equity Compensation, Restricted Stock Units, Performance Stock Units, Alan Gardner, Chief People Officer