Form 4: Verizon Director Acquires Phantom Stock Units

Verizon Communications Inc. Director Hans Erik Vestberg acquired 225.337 phantom stock units through a deferred compensation plan.

Summary

• Hans Erik Vestberg, a Director at Verizon Communications Inc. (VZ), acquired 225.337 phantom stock units.
• The transaction is dated December 4, 2025, and was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer, intended to satisfy Rule 10b5-1(c).
• Each phantom stock unit is the economic equivalent of a portion of one share of common stock and is settled in cash.
• The acquisition was made through a deferred compensation plan at a price of $11.78 per derivative security.
• The 225.337 acquired phantom stock units are equivalent to 64 shares of Verizon common stock.
• Following this transaction, Vestberg beneficially owns a total of 203,865.656 phantom stock units, which includes units acquired through dividend reinvestment.
• The phantom stock units become payable upon events established by the reporting person in accordance with the deferred compensation plan.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine compensation event, but the director increasing their beneficial ownership (even if indirect and cash-settled) is generally viewed as a positive alignment of interests with shareholders.

Positives

• Director Vestberg's increased beneficial ownership of phantom stock units aligns his financial interests with the long-term performance of Verizon's common stock.
• The acquisition through a deferred compensation plan represents a structured and common approach to executive and director remuneration, promoting retention and long-term commitment.

Negatives

• No direct negatives are apparent from this Form 4 filing, which primarily reports a routine compensation-related transaction.

Risks

• The value of the phantom stock units is directly tied to the performance of Verizon's common stock, exposing the holder to market fluctuations.
• Phantom stock units are settled in cash, meaning the holder does not directly own common stock and is subject to the specific terms and payout events of the deferred compensation plan.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the nature of the phantom stock becoming payable upon events established by the reporting person in accordance with the deferred compensation plan.

Industry Context

This transaction is a routine insider filing, common for directors and executives receiving compensation in the form of equity-linked instruments. It reflects standard corporate governance practices for aligning executive interests with shareholder value in the telecommunications industry.

Comparison to Industry Standards

• The use of phantom stock as a component of director compensation is a common practice across various industries, including telecommunications, to provide equity exposure without direct share ownership, often for tax or administrative reasons.
• Deferred compensation plans are standard mechanisms for executive and director remuneration, allowing for tax-efficient deferral of income and long-term retention, comparable to practices at peer companies like AT&T or T-Mobile.

Related Party Transactions

• The acquisition of phantom stock units by Director Hans Erik Vestberg through Verizon's deferred compensation plan constitutes a related party transaction as it involves compensation between the company and a director.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the company's stock performance, potentially encouraging decisions that benefit long-term shareholder value.
• Employees: No direct impact on general employees is indicated.
• Customers: No direct impact on customers is indicated.
• Suppliers: No direct impact on suppliers is indicated.
• Creditors: No direct impact on creditors is indicated.

Next Steps

• The phantom stock units will become payable upon events established by the reporting person in accordance with the deferred compensation plan.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction related to director compensation via a deferred phantom stock plan. It does not contain information that would fundamentally alter the investment thesis for Verizon, nor does it signal any significant operational or financial changes. Therefore, a 'hold' recommendation is appropriate as it provides no new material information to warrant a change in existing positions.

Keywords

Verizon, VZ, Form 4, Phantom Stock, Deferred Compensation, Director Compensation, Insider Transaction, Hans Erik Vestberg