VERIZON COMMUNICATIONS INC 8-K

What Happened

• Verizon Communications Inc. filed an 8-K disclosing that on January 8, 2026 the Human Resources Committee approved an amendment to the October 13, 2025 letter agreement with executive Daniel H. Schulman (previously detailed in Verizon’s Oct. 6, 2025 8-K amendment).
• The amendment updates the terms of a $30 million target-value performance stock unit (PSU) award originally scheduled for grant in 2026 (before Jan. 15, 2026), specifying new grant timing and performance/vesting metrics.

Key Details

• Grant timing: the PSU award will be granted in Q1 2026 on the Committee’s annual long-term incentive equity grant date.
• Vesting: the award will vest, to the extent earned, on December 31, 2027, generally subject to Mr. Schulman’s continued employment through that date.
• Performance measures: 50% of the award vests based on adjusted earnings per share (EPS) targets (to be set by the Committee) for a performance period ending Dec. 31, 2027; the other 50% vests based on total shareholder return (TSR) vs. a comparator group (to be set at grant).
• TSR portion: split into two equal tranches, each measured from Oct. 17, 2025; tranche 1 measures through Dec. 31, 2026 and tranche 2 through Dec. 31, 2027; each tranche may pay from 0% up to 200% of its target PSUs.
• All other terms of the original letter agreement remain unchanged and in full force.

Why It Matters

• This filing updates compensation details for a named executive and clarifies how a $30M incentive award will be earned and timed, which is material to executive pay disclosure.
• The award ties half of potential payout to adjusted EPS and half to relative TSR (with potential upside to 200% on TSR tranches), aligning pay with company performance metrics and shareholder returns.
• Investors should note the potential accounting expense and dilution implications of a sizable PSU award, the vesting date (Dec. 31, 2027), and that final targets and comparator group will be set at grant.