What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-12 · 43 added, 46 removed, 189 unchanged (32% of the section changed)

5 unchanged sentences

In the ordinary course of business, we routinely review our system of internal control over financial reporting and make changes to our systems and processes that are intended to ensure an effective internal control environment.

In the third quarter of 2020, we began a multi-year implementation of a new global enterprise resource planning (ERP) system, which will replace many of our existing core financial systems.

The new ERP system is designed to enhance the flow of financial information, facilitate data analysis and accelerate information reporting.

The implementation is ongoing and is expected to continue over the next few years.

As the phased implementation of the new ERP system continues, we could have changes to our processes and procedures which, in turn, could result in changes to our internal controls over financial reporting.

As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

There were no changes in Verizon's internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

6 unchanged sentences

In connection with this assessment, there were no material weaknesses in Verizon’s internal control over financial reporting identified by management.

The Company’s independent registered public accounting firm, Ernst & Young LLP, has provided an attestation report on Verizon’s internal control over financial reporting and is included in Item 8 of this Annual Report.

The Company’s independent registered public accounting firm, Ernst & Young LLP,

has provided an attestation report on Verizon’s internal control over financial reporting and is included in Item 8 of this Annual Report.

Other Information

During the three months ended December 31, 2024 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

On November 17, 2025 , Mary-Lee Stillwell , Senior Vice President and Controller of the Company, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The trading plan provides for the sale of 40% of approximately 37,200 shares of the Company's common stock issuable upon vesting of certain equity awards (with any shares underlying performance-based equity awards being calculated at target), after tax withholding.

The trading plan will terminate on June 30, 2026 , subject to early termination in accordance with its terms.

Other than as described above, during the three months ended December 31, 2025 , none of the Company's directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

Name Age Office Held Since

Hans Vestberg 59 Chairman and Chief Executive Officer 2019

Daniel Schulman

68 Chief Executive Officer

Samantha Hammock 47 Executive Vice President and Chief Human Resources Officer 2021

1 unchanged sentence

Joseph Russo 52 Executive Vice President and President - Global Networks and Technology

Sowmyanarayan Sampath 48 Executive Vice President and Group CEO - Verizon Consumer

Anthony Skiadas 57 Executive Vice President and Chief Financial Officer 2023

Mary-Lee Stillwell 52 Senior Vice President and Controller 2023

Vandana Venkatesh 53 Executive Vice President - Public Policy and Chief Legal Officer

Each of the above officers has held the indicated office or other high-level managerial positions within the Company or one of its subsidiaries for at least five years, with the exception of Samantha Hammock and Mary-Lee Stillwell, who have both been with Verizon since 2020.

Vandana Venkatesh 54 Executive Vice President and Chief Legal Officer

Alfonso Villanueva Rodriguez

57 Executive Vice President and Interim Group CEO - Verizon Consumer and Chief Transformation Officer

Each of the above officers has held the indicated office or other high-level managerial positions within the Company or one of its subsidiaries for at least five years, with the exception of Daniel Schulman, who has served as an officer of the Company since 2025, and Alfonso Villanueva Rodriguez, who has been with the Company since 2025.

Officers are not elected for a fixed term of office and may be removed from office at any time at the discretion of the Board of Directors.

Samantha Hammock is the Executive Vice President and Chief Human Resources Officer of the Company.

Hammock joined Verizon in December 2020 as Senior Vice President of Global Talent and began serving in her current role in December 2021.

Prior to joining Verizon, Ms.

Hammock spent 14 years at the American Express Company, a globally integrated payments company and provider of credit and charge cards to consumers and businesses around the world, where she served as Head of Talent and Learning from April 2020 to December 2020, Chief Learning Officer from 2017 to April 2020, and Vice President, Leadership Strategy, from 2016 to April 2020.

Mary-Lee Stillwell is the Senior Vice President and Controller of the Company.

Stillwell joined Verizon in August 2020 as Vice President - Accounting & External Reporting and began serving in her current role in May 2023.

Prior to joining Verizon, Ms.

Stillwell spent 17 years in senior leadership roles in the energy industry, including Chief Accounting Officer of Clearway Energy, Inc.

from 2018 until 2020, and, prior to that, Vice President and Assistant Controller for NRG Energy, Inc.

Daniel Schulman is the Chief Executive Officer of the Company.

Schulman joined the Company as Chief Executive Officer in October 2025.

Schulman has served on the Company's Board of Directors since 2018 and served as the Independent Lead Director from December 2024 to October 2025.

Schulman served as President and Chief Executive Officer of PayPal Holdings, Inc., a leading online payments company, from 2015 to December 2023.

Alfonso Villanueva Rodriguez is the Executive Vice President and Interim Group CEO – Verizon Consumer and Chief Transformation Officer.

Villanueva Rodriguez joined the Company in November 2025 as Chief Transformation Officer.

He began serving in his current role in February 2026.

Prior to joining Verizon, Mr.

Villanueva Rodriguez led Albar Court Ventures, a company focused on strategic investments in technology, since February 2024.

Villanueva Rodriguez also served as Executive Vice President of Strategy, Corporate Development and Ventures of PayPal Holdings, Inc., from 2022 to February 2024, and Senior Vice President of Strategy, Corporate Development and Ventures, from 2015 to 2022.

For other information required by this item, see the sections entitled "Governance — Item 1:

4 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

For information with respect to the security ownership of certain beneficial owners, the directors and executive officers, see the section entitled "Stock ownership — Security ownership of certain beneficial owners and management" in our definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to shareholders in connection with our 2025 Annual Meeting of Shareholders, which is incorporated herein by reference.

The following table provides information as of December 31, 2024 for (i) all equity compensation plans previously approved by the Company’s shareholders, and (ii) all equity compensation plans not previously approved by the Company’s shareholders.

Since May 4, 2017, the Company has only issued awards under the 2017 Verizon Communications.

Long-Term Incentive Plan (2017 LTIP), which provides for awards of stock options, restricted stock, restricted stock units, performance stock units and other equity-based hypothetical stock units to employees of Verizon.

No new awards are permitted to be issued under any other equity compensation plan.

In accordance with SEC rules, the table does not include outstanding awards that are payable solely in cash by the terms of the award, and such awards do not reduce the number of shares remaining for issuance under the 2017 LTIP.

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted-average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders

29,804,583 (1)

49,966,120 (3)

Equity compensation plans not approved by security holders

Total 29,872,772 $ — 49,966,120

(1) This amount includes:

29,804,583 shares of common stock subject to outstanding restricted stock units and performance stock units, including dividend equivalents accrued on such awards through December 31, 2024.

This does not include performance stock units, deferred stock units and deferred share equivalents payable solely in cash.

(2) The Company's outstanding restricted stock units, performance stock units and deferred stock units do not have exercise prices associated with the settlement of these awards.

(3) This number reflects the number of shares of common stock that remained available for future issuance under the 2017 LTIP.

(4) This number reflects shares subject to deferred stock units credited to the Verizon Income Deferral Plan, which were awarded in 2002 under the Verizon Communications Broad-Based Incentive Plan.

No new awards are permitted to be issued under this plan.

For information with respect to the security ownership of certain beneficial owners, the directors and executive officers, and information about securities authorized for issuance under our equity compensation plans, see the sections entitled "Stock ownership — Security ownership of certain beneficial owners and management" and "Executive compensation — Item 3:

Approval of Verizon's 2026 Long-Term Incentive Plan — Description of 2026 LTIP — Equity compensation plan information" in our definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to shareholders in connection with our 2026 Annual Meeting of Shareholders, which is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

62 unchanged sentences

Short-Term Incentive Plan (filed as Exhibit 10a to Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference).**

Verizon Executive Deferral Plan (filed as Exhibit 10e to Form 10-K for the period ended December 31, 2017 and incorporated herein by reference).**

Verizon Executive Deferral Plan.**

Verizon Communications Inc.

8 unchanged sentences

Verizon Senior Manager Severance Plan (filed as Exhibit 10d to Form 10-Q for the period ended March 31, 2010 and incorporated herein by reference).**

Employment Letter Agreement between Daniel H.

Schulman and Verizon Communications Inc., dated as of October 13, 2025.**

Amendment to Employment Letter Agreement between Daniel H.

Schulman and Verizon Communications Inc., dated as of January 9, 2026.**

Verizon Communications Inc.

Policy on Insider Trading.

Long-Term Incentive Plan CEO Restricted Stock Unit Agreement, dated as of October 17, 2025.**

Verizon Communications Inc.

Long-Term Incentive Plan Make Whole Restricted Stock Unit Agreement, dated as of October 17, 2025.**

Verizon Communications Inc.

Long-Term Incentive Plan Supplemental Performance Stock Unit Agreement, dated as of October 17, 2025.**

Transition Letter Agreement between Hans E.

Vestberg and Verizon Communications Inc., dated as of October 5, 2025.**

Verizon Communications Inc.

Policy on Insider Trading (filed as Exhibit 19 to Form 10-K for the year ended December 31, 2024 and incorporated herein by reference).

List of principal subsidiaries of Verizon Communications Inc.

55 unchanged sentences

Principal Executive Officer:

Vestberg February 12, 2025

Chairman and Chief Executive Officer

/s/ Daniel H.

February 17, 2026

Chief Executive Officer

Principal Financial Officer:

10 unchanged sentences

* Director February 17, 2026

* Director February 12, 2025

Vittorio Colao

2 unchanged sentences

* Director February 17, 2026

Jennifer Mann

* Director February 17, 2026

Laxman Narasimhan

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures