Form 4: Verizon SVP Acquires Phantom Stock via Deferred Plan

Verizon's SVP and Controller, Mary-Lee Stillwell, acquired 50.279 units of phantom stock through a deferred compensation plan, increasing her indirect beneficial ownership to 13,083.758 units.

Summary

• Mary-Lee Stillwell, SVP and Controller of Verizon Communications Inc., acquired 50.279 units of phantom stock.
• The transaction occurred on December 31, 2025.
• The phantom stock was acquired at a price of $11.63 per unit.
• Following this acquisition, Stillwell indirectly beneficially owns 13,083.758 units of phantom stock.
• The phantom stock is held through a deferred compensation plan and includes units acquired via dividend reinvestment.
• Each phantom stock unit is the economic equivalent of a portion of one share of common stock and is settled in cash.
• The phantom stock becomes payable upon events established by the reporting person in accordance with the deferred compensation plan.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The filing reports a routine executive compensation event, specifically an acquisition of phantom stock, which is generally positive as it aligns executive interests with company performance. There are no negative implications for the company's financial health or operations.

Positives

• Acquisition of phantom stock by a senior executive (SVP and Controller) demonstrates continued alignment of management interests with shareholder value.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-planned, systematic approach to compensation and investment.

Risks

• The value of phantom stock is tied to the performance of Verizon's common stock, exposing the holder to market fluctuations.
• Settlement in cash means the executive does not directly hold common stock, potentially limiting direct voting rights or long-term equity exposure compared to direct stock ownership.

Future Outlook

The phantom stock units become payable upon events established by the reporting person in accordance with the deferred compensation plan, indicating future cash settlement based on these pre-defined conditions.

Management Comments

• Each share of phantom stock is the economic equivalent of a portion of one share of common stock and is settled in cash.
• The shares of phantom stock become payable upon events established by the reporting person in accordance with the deferred compensation plan.
• Includes phantom stock acquired through dividend reinvestment.

Industry Context

This filing reflects a routine executive compensation event within the telecommunications industry, where deferred compensation plans, often including phantom stock, are common mechanisms to align executive incentives with long-term company performance and retain key talent. Such plans are standard practice for large, established companies like Verizon.

Comparison to Industry Standards

• Deferred compensation plans utilizing phantom stock are a common executive compensation tool across major U.S. corporations, including peers in the telecommunications sector such as AT&T and T-Mobile.
• The use of Rule 10b5-1 plans for executive stock transactions is a standard corporate governance practice designed to mitigate insider trading concerns by establishing pre-arranged trading schedules.
• The structure, where phantom stock is settled in cash and represents a portion of common stock, is typical for such plans, offering executives equity exposure without direct share ownership until settlement.

Stakeholder Impact

• Shareholders: Positive alignment of executive incentives with shareholder interests through equity-linked compensation.
• Employees: No direct impact on general employees.
• Management: Increased indirect equity exposure for the SVP and Controller, linking personal wealth to company performance.

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 details a routine executive compensation event involving the acquisition of phantom stock. It indicates an alignment of management's long-term interests with the company's performance but does not provide new information regarding Verizon's operational or financial outlook that would warrant a change in investment recommendation. The transaction is part of a pre-established plan and is not indicative of a significant shift in company fundamentals or strategy.

Keywords

Verizon, VZ, Form 4, Insider Transaction, Phantom Stock, Deferred Compensation, Executive Compensation, Mary-Lee Stillwell, SVP Controller, Rule 10b5-1