SEC Form 8-K filed by Verizon Communications Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: October 4, 2025

(Date of earliest event reported)

VERIZON COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 395-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On October 4, 2025, the Verizon Board of Directors appointed Daniel H. Schulman as Chief Executive Officer, effective immediately, and Hans E. Vestberg stepped down as Chairman and Chief Executive Officer. Mr. Schulman, 67, has served on Verizon’s Board of Directors since 2018 and served as the Board’s Independent Lead Director from December 2024. Mr. Schulman served as President and Chief Executive Officer of PayPal Holdings, Inc. from 2015 to 2023. Mr. Schulman’s compensation for his service as Chief Executive Officer will be determined at a future date and will be disclosed on an amendment to this Form 8-K.

Effective October 4, 2025, Mr. Vestberg was named Special Advisor and is expected to serve in that role through October 4, 2026. He is also expected to continue to serve on the Board of Directors for the remainder of his current term. In connection with his appointment as Special Advisor, Mr. Vestberg and Verizon entered into an agreement pursuant to which Mr. Vestberg will provide transition support, with a focus on advising on the integration and execution of the Frontier Communications acquisition and Verizon’s larger convergence and broadband strategy. Under the terms of the agreement, he will continue to receive base salary at the rate in effect on the date of the agreement through the end of his term as Special Advisor and will also remain eligible for an award under the 2025 short-term incentive program based on actual performance results. Mr. Vestberg’s Verizon equity awards outstanding as of the date of the agreement will continue to vest during his term as Special Advisor and his separation from employment at the end of the term will result in prorated vesting of such awards in accordance with their terms.

On October 6, 2025, Verizon issued a press release announcing the executive transition described in this Current Report on Form 8-K, and reiterating its previously provided financial guidance for full-year 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.