Form 4: Verizon EVP Acquires Phantom Stock in Future Transaction

Verizon's EVP Kyle Malady will acquire 149.514 phantom stock units on December 31, 2025, through a deferred compensation plan, increasing his total beneficial ownership to 396,652.711 units.

Summary

• Kyle Malady, EVP and Group CEO-VZ Business at Verizon Communications Inc., is the reporting person.
• The filing reports an acquisition of 149.514 phantom stock units, which are derivative securities.
• This transaction is scheduled to occur on December 31, 2025, as part of a pre-arranged plan under 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 acquired 149.514 phantom stock units are underlying 43 shares of Verizon common stock.
• The price of the derivative security (phantom stock) for this transaction is $11.63 per unit.
• Following this transaction, Kyle Malady will beneficially own a total of 396,652.711 phantom stock units.
• The phantom stock units are held indirectly through a Deferred Compensation Plan and become payable upon events established by the reporting person.
• The total beneficial ownership includes phantom stock acquired through dividend reinvestment.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates an executive's continued participation in the company's compensation structure and aligns their interests with the company's performance, even if it's a future, cash-settled derivative.

Positives

• The acquisition of phantom stock by a key executive, even if future and cash-settled, generally indicates continued alignment of management's interests with shareholder value.
• The transaction is part of a Rule 10b5-1(c) plan, suggesting a pre-planned, non-discretionary acquisition, which can be viewed as a structured approach to executive compensation and ownership.

Negatives

• The acquisition is of phantom stock, which is cash-settled and does not represent direct ownership of common stock, thus not directly increasing the executive's equity stake in the company's shares.
• The transaction date is in the future (December 31, 2025), meaning the actual acquisition has not yet occurred.

Future Outlook

The filing indicates a pre-arranged future acquisition of phantom stock units on December 31, 2025, as part of an executive's deferred compensation plan.

Industry Context

This routine insider transaction reflects standard executive compensation practices within large telecommunications companies, often involving deferred compensation and equity-linked incentives to align executive interests with long-term company performance.

Comparison to Industry Standards

• Deferred compensation plans involving phantom stock are common across large-cap companies, including those in the telecommunications sector, as a means of executive retention and incentive.
• The use of Rule 10b5-1 plans for pre-scheduled transactions is a standard practice for executives to manage their equity holdings while complying with insider trading regulations.

Stakeholder Impact

• Shareholders: Demonstrates management's continued participation in compensation plans tied to company performance, potentially signaling confidence.
• Employees: Reflects standard executive compensation practices within the company.

Key Dates

Keywords

Verizon, VZ, Kyle Malady, Phantom Stock, Deferred Compensation, Insider Transaction, SEC Form 4, Executive Compensation, Rule 10b5-1