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: February 423, 2026

(Date of earliest event reported)

VERIZON COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

Delaware

1-8606

23-2259884

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1095 Avenue of the Americas
1095 Avenue of the AmericasNew York, New York		10036
New York, New York		10036
(Address of principal executive offices)		(Zip Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	TradingSymbol(s)	Name of Each Exchangeon Which Registered
Common Stock, par value $0.10	VZ	New York Stock Exchange
Common Stock, par value $0.10	VZ	The Nasdaq Global Select Market
1.375% Notes due 2026	VZ 26B	New York Stock Exchange
0.875% Notes due 2027	VZ 27E	New York Stock Exchange
1.375% Notes due 2028	VZ 28	New York Stock Exchange
1.125% Notes due 2028	VZ 28A	New York Stock Exchange
2.350% Fixed Rate Notes due 2028	VZ 28C	New York Stock Exchange
1.875% Notes due 2029	VZ 29B	New York Stock Exchange
0.375% Notes due 2029	VZ 29D	New York Stock Exchange
1.250% Notes due 2030	VZ 30	New York Stock Exchange
1.875% Notes due 2030	VZ 30A	New York Stock Exchange
4.250% Notes due 2030	VZ 30D	New York Stock Exchange
2.625% Notes due 2031	VZ 31	New York Stock Exchange
2.500% Notes due 2031	VZ 31A	New York Stock Exchange
3.000% Fixed Rate Notes due 2031	VZ 31D	New York Stock Exchange
0.875% Notes due 2032	VZ 32	New York Stock Exchange
0.750% Notes due 2032	VZ 32A	New York Stock Exchange
3.500% Notes due 2032	VZ 32B	New York Stock Exchange
3.250% Notes due 2032	VZ 32C	New York Stock Exchange
1.300% Notes due 2033	VZ 33B	New York Stock Exchange
4.75% Notes due 2034	VZ 34	New York Stock Exchange
4.750% Notes due 2034	VZ 34C	New York Stock Exchange
3.125% Notes due 2035	VZ 35	New York Stock Exchange
1.125% Notes due 2035	VZ 35A	New York Stock Exchange
3.375% Notes due 2036	VZ 36A	New York Stock Exchange
3.750% Notes due 2036	VZ 36B	New York Stock Exchange
3.750% Notes due 2037	VZ 37B	New York Stock Exchange
2.875% Notes due 2038	VZ 38B	New York Stock Exchange
1.875% Notes due 2038	VZ 38C	New York Stock Exchange
1.500% Notes due 2039	VZ 39C	New York Stock Exchange
3.50% Fixed Rate Notes due 2039	VZ 39D	New York Stock Exchange
1.850% Notes due 2040	VZ 40	New York Stock Exchange
3.850% Fixed Rate Notes due 2041	VZ 41C	New York Stock Exchange
3.9962% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056	VZ 56	New York Stock Exchange
5.7420% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056	VZ 56A	New York Stock Exchange

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. ☐

Item 5 8.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

OnEuro ~~February 4,~~Subordinated ~~2026,~~Notes ~~Clarence~~Offering Otis, Jr., a member of the Board of Directors of Verizon Communications Inc. (Verizon) informed Verizon that he will not stand for re-election when his term expires at Verizon’s 2026 annual meeting of shareholders.

On February 23, 2026, Verizon Communications Inc. (“Verizon”) closed the sale of €2,250,000,000 aggregate principal amount of its 4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, pursuant to a purchase agreement with Barclays Bank PLC, Merrill Lynch International, Citigroup Global Markets Limited, Mizuho International plc, RBC Europe Limited, Banco Santander, S.A., HSBC Bank plc, PNC Capital Markets LLC, Scotiabank (Ireland) Designated Activity Company, Truist Securities, Inc. and U.S. Bancorp Investments, Inc. (the “Purchasers”). The notes were sold pursuant to an effective shelf registration statement on Form S-3 (Reg. No. 333-289928), which became effective upon filing with the Securities and Exchange Commission on August 29, 2025 (the “Registration Statement”).

Sterling Subordinated Notes Offering

On February 23, 2026, Verizon closed the sale of £600,000,000 aggregate principal amount of its 5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, pursuant to a purchase agreement with the Purchasers. The notes were sold pursuant to the Registration Statement.

This Current Report on Form 8-K is being filed for the purpose of filing the forms of notes for Verizon’s 4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 and 5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 as Exhibits to the Registration Statement, and such Exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits


Exhibit No		Description

4.1		Form of Global Note representing Verizon’s. 4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056

4.2		Form of Global Note representing Verizon’s. 5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056

104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

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: February 9, 2026

/s/ William L. Horton, Jr.

Date: February 23, 2026

/s/ William L. Horton, Jr.

William L. Horton, Jr.

Senior Vice President, Deputy General Counsel and Corporate Secretary

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