Form 4: Verizon Executive Acquires Phantom Stock Units

Verizon EVP Joseph J. Russo acquired 95.019 phantom stock units through a deferred compensation plan, increasing his indirect beneficial ownership to 69,218.753 units.

Summary

• Joseph J. Russo, Executive Vice President and President of Global Networks & Technology at Verizon Communications Inc., acquired 95.019 phantom stock units.
• The transaction date for this acquisition was December 18, 2025.
• These phantom stock units were acquired through a deferred compensation plan.
• Each phantom stock unit is the economic equivalent of a portion of one share of common stock and is settled in cash.
• The units become payable upon events established by Mr. Russo in accordance with the deferred compensation plan.
• The price of the derivative security (phantom stock) for this transaction was $11.54 per unit.
• The 95.019 phantom stock units are equivalent to 27 shares of Verizon common stock.
• Following this acquisition, Mr. Russo indirectly beneficially owns a total of 69,218.753 phantom stock units.
• This total beneficial ownership includes phantom stock units acquired through dividend reinvestment.

Sentiment

Score: 6

Explanation: A neutral to slightly positive sentiment. The acquisition of phantom stock by an executive is a routine compensation event, but it does signal continued alignment of executive interests with the company's long-term performance. No significant positive or negative operational news is present.

Positives

• An executive acquiring additional phantom stock units can be viewed as a positive signal of confidence in the company's future performance and long-term strategy.
• Participation in a deferred compensation plan aligns executive interests with long-term company value creation, as the phantom stock units are settled in cash based on the economic equivalent of common stock.

Future Outlook

This filing primarily reports a planned insider transaction and does not contain forward-looking statements regarding Verizon's operational performance, financial guidance, or strategic outlook. The transaction date of December 18, 2025, indicates a future, pre-arranged acquisition.

Industry Context

This Form 4 details a routine executive compensation event, which is common practice across large, publicly traded companies in the telecommunications sector. Such transactions reflect the standard mechanisms used to align executive incentives with long-term shareholder value, consistent with industry norms.

Comparison to Industry Standards

• Executive compensation plans involving phantom stock and deferred compensation are standard components of remuneration packages for senior executives in the telecommunications industry and broader S&P 500 companies.
• These plans are designed to align executive interests with long-term shareholder value, similar to practices observed at major competitors like AT&T and T-Mobile.
• The specific structure and valuation of phantom stock units would require a detailed comparison with the compensation policies of industry peers to assess against benchmarks.

Stakeholder Impact

• Shareholders: The executive's increased indirect ownership aligns management's financial interests with those of shareholders, potentially fostering long-term value creation.
• Management: The transaction reflects the ongoing compensation structure for senior executives, reinforcing their participation in the company's long-term incentive programs.

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 reports a routine executive compensation event involving the acquisition of phantom stock units through a deferred compensation plan. It does not contain any new material information regarding Verizon's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It primarily indicates an executive's continued participation in the company's long-term incentive structure, which is generally a neutral to slightly positive signal for existing shareholders. Therefore, a 'hold' recommendation is appropriate as this filing alone does not provide a basis for buying or selling.

Keywords

Verizon, VZ, Joseph J. Russo, Phantom Stock, Deferred Compensation, Insider Transaction, Executive Compensation, SEC Form 4, Equity Acquisition