VERIZON COMMUNICATIONS INC 8-K

What Happened

• Verizon Communications Inc. announced on May 14, 2026 that it closed the sale of $4.0 billion aggregate principal amount of junior subordinated notes. The offering consisted of $2.0 billion of 6.200% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 and $2.0 billion of 6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058. The notes were sold under a purchase agreement with BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC, and were issued pursuant to an effective Form S-3 shelf registration (Reg. No. 333-289928) that became effective August 29, 2025. The 8‑K also files the forms of the global notes as exhibits and incorporates them by reference into the registration statement.

Key Details

• Total proceeds: $4.0 billion (two tranches of $2.0B each).
• Coupon rates and maturities: 6.200% due 2056; 6.050% due 2058.
• Underwriters/agents: BNP Paribas, Goldman Sachs, J.P. Morgan, Mizuho, Morgan Stanley, Santander US, Wells Fargo (acting as representatives).
• Registration: Sold under an effective Form S-3 shelf (Reg. No. 333-289928), effective Aug 29, 2025; forms of global notes filed as exhibits.

Why It Matters

• The offering adds $4.0 billion of long‑term fixed‑rate, subordinated debt to Verizon’s capital structure, creating approximately $245 million of annual interest payments (about $124M for the 6.20% notes and $121M for the 6.05% notes).
• Because these are junior subordinated notes, they rank below Verizon’s senior debt for creditor claims, a factor bond investors consider when assessing credit position.
• The filing of the note forms and incorporation into the registration statement is an administrative step that provides formal disclosure and transparency about the securities issued.