UNITED STATES
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FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 8, 2026, the Human Resources Committee (“Committee”) of the Verizon Board of Directors approved an amendment to the letter agreement entered into between Verizon and Daniel H. Schulman on October 13, 2025, as previously described in Verizon’s Amendment No. 1 to its Current Report on Form 8-K dated October 6, 2025. The amendment sets forth updated terms for the $30 million target value Verizon performance stock unit (“PSU”) award originally scheduled to be made to Mr. Schulman in 2026 and prior to January 15, 2026. Pursuant to the amendment, Verizon agreed to grant such PSU award pursuant to the following terms:
| • | the award will be granted in the first quarter of 2026 on the grant date on which the Committee makes its annual long-term incentive equity grants to executive officers of Verizon; |
| • | the award will vest, to the extent earned, on December 31, 2027, generally subject to Mr. Schulman’s continued employment through such date; |
| • | 50% of the award will vest based on Verizon’s achievement of adjusted earnings per share targets to be determined by the Committee over a performance period ending on December 31, 2027; and |
| • | 50% of the award will vest based on Verizon’s total shareholder return relative to a comparator group to be determined by the Committee at the time of grant. This portion of the PSU grant is divided into two equal tranches, which may be earned at a range of 0-200% of the target number of PSUs granted. For the first tranche, such achievement is measured over a performance period beginning October 17, 2025 and ending December 31, 2026 and for the second tranche, such achievement is measured over a performance period beginning October 17, 2025 and ending December 31, 2027. |
All other terms of Verizon’s letter agreement with Mr. Schulman remain unchanged and in full force and effect.
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.
| VERIZON COMMUNICATIONS INC. | ||||||
| Date: January 12, 2026 | By | /s/ William L. Horton, Jr. | ||||
| William L. Horton, Jr. | ||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | ||||||