# Verizon Communications (VZ) 10-Q SEC filing - Filed: Jul 31, 2026, 10:27 AM EDT - Accession: 0000732712-26-000046 - OpenCapital page: https://www.opencapital.sh/filings/0000732712-26-000046 - Markdown URL: https://www.opencapital.sh/filings/0000732712-26-000046.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/0000732712-26-000046-index.htm ## Filing documents - [10-Q (vz-20260630.htm)](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/vz-20260630.htm) - [EX-10.A (a2026q210-qxexhibit10a.htm)](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxexhibit10a.htm) - [EX-10.B (a2026q210-qxexhibit10b.htm)](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxexhibit10b.htm) - [EX-10.C (a2026q210-qxexhibit10c.htm)](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxexhibit10c.htm) - [EX-10.D (a2026q210-qxexhibit10d.htm)](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxexhibit10d.htm) - [EX-31.1 (a2026q210-qxex311.htm)](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxex311.htm) - [EX-31.2 (a2026q210-qxex312.htm)](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxex312.htm) - [EX-32.1 (a2026q210-qxex321.htm)](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxex321.htm) - [EX-32.2 (a2026q210-qxex322.htm)](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxex322.htm) --- ## 10-Q SEC source: [vz-20260630.htm](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/vz-20260630.htm) ### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8606 ### Verizon Communications Inc. (Exact name of registrant as specified in its charter) Delaware 23-2259884 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) | | | | --- | --- | | 1095 Avenue of the Americas | 10036 | | New York | | | (Address of principal executive offices) | (Zip Code) | Registrant’s telephone number, including area code: (212) 395-1000 Securities registered pursuant to Section 12(b) of the Act: | Title of Each Class / Common Stock, par value $0.10 | Trading Symbol(s) / VZ | Name of Each Exchange on Which Registered / New York Stock Exchange / 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 | ### Securities registered pursuant to Section 12(b) of the Act (continued): | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | | --- | --- | --- | | 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 | | 4.2462% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 | VZ 56B | New York Stock Exchange | | 5.7427% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 | VZ 56C | New York Stock Exchange | Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No At June 30, 2026, 4,154,775,202 shares of the registrant’s common stock were outstanding, after deducting 136,658,444 shares held in treasury. TABLE OF CONTENTS Item No. Page [PART I - FINANCIAL INFORMATION](#i2edde913bae2448f96990f194bfbf048_10) Item 1. [Financial Statements (Unaudited)](#i2edde913bae2448f96990f194bfbf048_13) [Condensed Consolidated Statements of Income](#i2edde913bae2448f96990f194bfbf048_16) [4](#i2edde913bae2448f96990f194bfbf048_16) Three and six months ended June 30, 2026 and 2025 [Condensed Consolidated Statements of Comprehensive Income](#i2edde913bae2448f96990f194bfbf048_19) [5](#i2edde913bae2448f96990f194bfbf048_19) Three and six months ended June 30, 2026 and 2025 [Condensed Consolidated Balance Sheets](#i2edde913bae2448f96990f194bfbf048_25) [6](#i2edde913bae2448f96990f194bfbf048_25) At June 30, 2026 and December 31, 2025 [Condensed Consolidated Statements of Cash Flows](#i2edde913bae2448f96990f194bfbf048_28) [7](#i2edde913bae2448f96990f194bfbf048_28) Six months ended June 30, 2026 and 2025 [Notes to Condensed Consolidated Financial Statements](#i2edde913bae2448f96990f194bfbf048_31) [8](#i2edde913bae2448f96990f194bfbf048_31) Item 2. [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i2edde913bae2448f96990f194bfbf048_106) [37](#i2edde913bae2448f96990f194bfbf048_106) Item 3. [Quantitative and Qualitative Disclosures About Market Risk](#i2edde913bae2448f96990f194bfbf048_181) [59](#i2edde913bae2448f96990f194bfbf048_181) Item 4. [Controls and Procedures](#i2edde913bae2448f96990f194bfbf048_184) [59](#i2edde913bae2448f96990f194bfbf048_184) [PART II - OTHER INFORMATION](#i2edde913bae2448f96990f194bfbf048_187) Item 1. [Legal Proceedings](#i2edde913bae2448f96990f194bfbf048_190) [60](#i2edde913bae2448f96990f194bfbf048_190) Item 1A. [Risk Factors](#i2edde913bae2448f96990f194bfbf048_193) [60](#i2edde913bae2448f96990f194bfbf048_193) Item 2. [Unregistered Sales of Equity Securities and Use of Proceeds](#i2edde913bae2448f96990f194bfbf048_196) [60](#i2edde913bae2448f96990f194bfbf048_196) Item 5. [Other Information](#i2edde913bae2448f96990f194bfbf048_202) [60](#i2edde913bae2448f96990f194bfbf048_202) Item 6. [Exhibits](#i2edde913bae2448f96990f194bfbf048_205) [61](#i2edde913bae2448f96990f194bfbf048_205) [Signature](#i2edde913bae2448f96990f194bfbf048_208) [62](#i2edde913bae2448f96990f194bfbf048_208) [Certifications](#i2edde913bae2448f96990f194bfbf048_205) Part I - Financial Information ## Item 1. Financial Statements (Unaudited) Condensed Consolidated Statements of Income Verizon Communications Inc. and Subsidiaries | (dollars in millions, except per share amounts) (unaudited) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | --- | --- | | Operating Revenues | | | | | | Service revenues and other | $29,229 | $28,249 | $57,988 | $56,336 | | Wireless equipment revenues | 5,024 | 6,255 | 10,705 | 11,653 | | Total Operating Revenues | 34,253 | 34,504 | 68,693 | 67,989 | | Operating Expenses | | | | | | Cost of services (exclusive of items shown below) | 7,225 | 6,878 | 14,392 | 13,828 | | Cost of wireless equipment | 5,859 | 7,007 | 12,365 | 13,113 | | Selling, general and administrative expense | 8,982 | 7,812 | 16,615 | 15,686 | | Depreciation and amortization expense | 5,008 | 4,635 | 9,900 | 9,212 | | Total Operating Expenses | 27,074 | 26,332 | 53,272 | 51,839 | | Operating Income | 7,179 | 8,172 | 15,421 | 16,150 | | Equity in earnings (losses) of unconsolidated businesses | 44 | (3) | 49 | 3 | | Other income, net | 36 | 79 | 513 | 200 | | Interest expense | (1,985) | (1,639) | (3,925) | (3,271) | | Income Before Provision For Income Taxes | 5,274 | 6,609 | 12,058 | 13,082 | | Provision for income taxes | (1,325) | (1,488) | (2,963) | (2,978) | | Net Income | $3,949 | $5,121 | $9,095 | $10,104 | | Net income attributable to noncontrolling interests | $114 | $118 | $215 | $222 | | Net income attributable to Verizon | 3,835 | 5,003 | 8,880 | 9,882 | | Net Income | $3,949 | $5,121 | $9,095 | $10,104 | | Basic Earnings Per Common Share | | | | | | Net income attributable to Verizon | $0.92 | $1.18 | $2.12 | $2.34 | | Weighted-average shares outstanding (in millions) | 4,168 | 4,224 | 4,186 | 4,223 | | Diluted Earnings Per Common Share | | | | | | Net income attributable to Verizon | $0.92 | $1.18 | $2.12 | $2.34 | | Weighted-average shares outstanding (in millions) | 4,171 | 4,228 | 4,190 | 4,227 | See Notes to Condensed Consolidated Financial Statements Condensed Consolidated Statements of Comprehensive Income Verizon Communications Inc. and Subsidiaries | (dollars in millions) (unaudited) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | --- | --- | | Net Income | $3,949 | $5,121 | $9,095 | $10,104 | | Other Comprehensive Income (Loss), Net of Tax (Expense) Benefit | | | | | | Foreign currency translation adjustments, net of tax of $(2), $18, $(6) and $27 | 8 | 76 | (20) | 143 | | Unrealized gain (loss) on cash flow hedges, net of tax of $(7), $7, $(15) and $0 | 23 | (21) | 46 | — | | Unrealized gain (loss) on fair value hedges, net of tax of $(181), $13, $(118) and $232 | 542 | (39) | 354 | (692) | | Unrealized gain (loss) on marketable securities, net of tax of $0, $0, $1 and $0 | 1 | — | (2) | 1 | | Defined benefit pension and postretirement plans, net of tax of $(4), $1, $146 and $2 | 14 | (2) | (435) | (4) | | Other comprehensive income (loss) attributable to Verizon | 588 | 14 | (57) | (552) | | Total Comprehensive Income | $4,537 | $5,135 | $9,038 | $9,552 | | Comprehensive income attributable to noncontrolling interests | $114 | $118 | $215 | $222 | | Comprehensive income attributable to Verizon | 4,423 | 5,017 | 8,823 | 9,330 | | Total Comprehensive Income | $4,537 | $5,135 | $9,038 | $9,552 | See Notes to Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets Verizon Communications Inc. and Subsidiaries | (dollars in millions, except per share amounts) (unaudited) | At June 30, 2026 | At December 31, 2025 | | --- | --- | --- | | Assets | | | | Current assets | | | | Cash and cash equivalents | $1,752 | $19,048 | | Accounts receivable | 27,734 | 28,347 | | Less Allowance for credit losses | 1,248 | 1,250 | | Accounts receivable, net | 26,486 | 27,097 | | Inventories | 2,036 | 2,441 | | Prepaid expenses and other | 7,297 | 8,336 | | Total current assets | 37,571 | 56,922 | | Property, plant and equipment | 357,086 | 337,991 | | Less Accumulated depreciation | 231,589 | 228,524 | | Property, plant and equipment, net | 125,497 | 109,467 | | Investments in unconsolidated businesses | 783 | 785 | | Wireless licenses | 158,159 | 157,039 | | Goodwill | 30,664 | 22,841 | | Other intangible assets, net | 12,317 | 10,458 | | Operating lease right-of-use assets | 23,158 | 23,498 | | Other assets | 22,037 | 23,248 | | Total assets | $410,186 | $404,258 | | Liabilities and Equity | | | | Current liabilities | | | | Debt maturing within one year | $21,783 | $18,618 | | Accounts payable and accrued liabilities | 20,422 | 24,981 | | Current operating lease liabilities | 4,835 | 4,542 | | Other current liabilities | 15,171 | 14,229 | | Total current liabilities | 62,211 | 62,370 | | Long-term debt | 143,448 | 139,532 | | Employee benefit obligations | 11,758 | 11,099 | | Deferred income taxes | 50,234 | 48,717 | | Non-current operating lease liabilities | 18,392 | 18,951 | | Other liabilities | 18,947 | 17,848 | | Total long-term liabilities | 242,779 | 236,147 | | Commitments and Contingencies (Note 12) | | | | Equity | | | | Series preferred stock ($0.10 par value; 250,000,000 shares authorized; none issued) | — | — | | Common stock ($0.10 par value; 6,250,000,000 shares authorized in each period; 4,291,433,646 shares issued in each period) | 429 | 429 | | Additional paid in capital | 13,258 | 13,372 | | Retained earnings | 97,728 | 94,744 | | Accumulated other comprehensive loss | (1,784) | (1,727) | | Common stock in treasury, at cost (136,658,444 and 74,258,296 shares outstanding) | (6,312) | (3,255) | | Deferred compensation – employee stock ownership plans (ESOPs) and other | 601 | 897 | | Noncontrolling interests | 1,276 | 1,281 | | Total equity | 105,196 | 105,741 | | Total liabilities and equity | $410,186 | $404,258 | See Notes to Condensed Consolidated Financial Statements Condensed Consolidated Statements of Cash Flows Verizon Communications Inc. and Subsidiaries | (dollars in millions) (unaudited) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | | Cash Flows from Operating Activities | | | | Net Income | $9,095 | $10,104 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | Depreciation and amortization expense | 9,900 | 9,212 | | Employee retirement benefits | 35 | 331 | | Deferred income taxes | 1,433 | 95 | | Provision for expected credit losses | 1,043 | 1,135 | | Equity in (earnings) losses of unconsolidated businesses, net of dividends received | (35) | 29 | | Changes in current assets and liabilities, net of effects from acquisition/disposition of businesses | (3,418) | (3,318) | | Other, net | 366 | (831) | | Net cash provided by operating activities | 18,419 | 16,757 | | Cash Flows from Investing Activities | | | | Capital expenditures (including capitalized software) | (8,210) | (7,953) | | Cash paid related to acquisitions of businesses, net of cash acquired | (9,480) | — | | Acquisitions of wireless licenses | (1,155) | (234) | | Other, net | 345 | 997 | | Net cash used in investing activities | (18,500) | (7,190) | | Cash Flows from Financing Activities | | | | Proceeds from long-term borrowings | 9,940 | 1,676 | | Proceeds from asset-backed long-term borrowings | 12,028 | 4,962 | | Repayments of long-term borrowings and finance lease obligations | (14,426) | (5,530) | | Repayments of asset-backed long-term borrowings | (13,912) | (4,512) | | Dividends paid | (5,864) | (5,712) | | Purchase of common stock for treasury | (3,500) | — | | Other, net | (1,380) | (1,155) | | Net cash used in financing activities | (17,114) | (10,271) | | Decrease in cash, cash equivalents and restricted cash | (17,195) | (704) | | Cash, cash equivalents and restricted cash, beginning of period | 19,499 | 4,635 | | Cash, cash equivalents and restricted cash, end of period (Note 1) | $2,304 | $3,931 | See Notes to Condensed Consolidated Financial Statements Notes to Condensed Consolidated Financial Statements (Unaudited) Verizon Communications Inc. and Subsidiaries Note 1. Basis of Presentation Verizon Communications Inc. (the Company) is a holding company that, acting through its subsidiaries (together with the Company, collectively, Verizon), is one of the world's leading providers of communications, technology, information and streaming products and services to consumers, businesses and government entities. With a presence around the world, we offer data, video and voice services and solutions on our networks and platforms that are designed to meet customers’ demand for mobility, reliable network connectivity and security. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) and based upon Securities and Exchange Commission rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, you should refer to the financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. These financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown. The results for the interim periods are not necessarily indicative of results for the full year. The condensed consolidated financial statements include our controlled subsidiaries, as well as variable interest entities (VIE) where we are deemed to be the primary beneficiary. All significant intercompany accounts and transactions have been eliminated. During the first quarter of 2026, Verizon revised its presentation of revenue reporting for its reportable segments - Verizon Consumer Group (Consumer) and Verizon Business Group (Business). Accordingly, beginning in the first quarter of 2026, Verizon is reporting Consumer and Business revenue disaggregated by products and services as follows: Mobility and broadband service revenue, Wireless equipment revenue and Other revenue. In the second quarter of 2026, the net assets representing Verizon's international wireline connectivity and managed network services business were classified as assets and liabilities held for sale and moved from the Business segment to Corporate and other. See Note 3 for additional information. Certain amounts have been reclassified to conform to the current period's presentation. Earnings Per Common Share There were a total of approximately 3.7 million and 4.1 million outstanding dilutive securities, primarily consisting of performance stock units and restricted stock units, included in the computation of diluted earnings per common share for the three and six months ended June 30, 2026, respectively. There were a total of approximately 4.6 million and 4.5 million outstanding dilutive securities, consisting of performance stock units and restricted stock units, included in the computation of diluted earnings per common share for the three and six months ended June 30, 2025, respectively. In February 2026, we entered into accelerated share repurchase (ASR) agreements with certain financial institution counterparties to repurchase shares of our common stock. These ASR transactions were completed in March 2026. In April 2026, we entered into an ASR agreement with a certain financial institution counterparty to repurchase shares of our common stock. This ASR transaction was completed in June 2026. See Note 9 for additional information on share repurchases. The shares received under the ASR agreements were excluded from the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share from the date the respective shares were received by the Company and classified as treasury shares. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates quoted market value and includes amounts held in money market funds. Cash collections on the receivables and on the underlying receivables related to the participation interest collateralizing our asset-backed debt securities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash. Cash, cash equivalents and restricted cash are included in the following line items in the condensed consolidated balance sheets: | (dollars in millions) | At June 30, 2026 | At December 31, 2025 | Increase / (Decrease) | | --- | --- | --- | --- | | Cash and cash equivalents | $1,752 | $19,048 | $(17,296) | | Restricted cash: | | | | | Prepaid expenses and other | 140 | 297 | (157) | | Other assets | 162 | 154 | 8 | | Assets held for sale: | | | | | Prepaid expenses and other | 250 | — | 250 | | Cash, cash equivalents and restricted cash | $2,304 | $19,499 | $(17,195) | Note 2. Revenue and Contract Costs We earn revenue from contracts with customers, primarily through the provision of telecommunications and other services and through the sale of wireless equipment. Revenue by Category We have two reportable segments that we operate and manage as strategic business units, Consumer and Business. Revenue is disaggregated by products and services within our segments. See Note 10 for additional information on revenue by segment, including Corporate and other. During the three and six months ended June 30, 2026, we recorded wireless service revenue of $20.8 billion and $41.4 billion, respectively. During the three and six months ended June 30, 2025, we recorded wireless service revenue of $20.9 billion and $41.7 billion, respectively. We also earn revenues that are not accounted for under Topic 606 from leasing arrangements (such as those for towers and equipment), captive reinsurance arrangements primarily related to wireless device insurance and the interest recognized when equipment is sold to the customer by an authorized agent under a device payment plan agreement. We have elected the practical expedient within Topic 842, to combine the lease and non-lease components for those customer arrangements under Topic 606 that involve customer premise equipment where we are the lessor. Remaining Performance Obligations Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied service performance obligations as of the reporting date. We disclose information related to these amounts below. We have applied the practical expedient under Topic 606 to exclude revenue expected from contracts that have an original expected duration of one year or less. This exclusion primarily relates to our month-to-month service contracts. As of June 30, 2026, month-to-month service contracts represented approximately 95% of our wireless postpaid contracts and approximately 96% of our wireline Consumer and small and medium Business contracts, compared to June 30, 2025, for which month-to-month service contracts represented approximately 95% of our wireless postpaid contracts and approximately 94% of our wireline Consumer and small and medium Business contracts. Remaining performance obligations primarily include performance obligations from contracts that are not accounted for as month-to-month. These contracts generally fall into the following categories: - Mobility Services: Contracts with terms ranging from greater than one month up to thirty-six months, typically associated with a device payment plan or fixed-term plan. This also includes agreements with wholesale resellers, which generally have stated contract terms of longer than two years and may include periodic minimum revenue commitments. - Fiber Broadband Services: Contracts with Consumer customers may have a service term of two years or shorter than twelve months. Contracts with Business customers, many of which have terms of twelve months or less, but some extend into future periods with fixed monthly fees, usage-based fees, and annual or total contract term commitments. Certain wireline service contracts with Business customers have a contractual minimum fee over the total contract term, but we cannot predict the time period when that revenue will be recognized. Therefore, these specific revenues are excluded from the expected recognition timeframe disclosed below. These excluded contracts have varying terms spanning approximately twenty-seven years ending in September 2053 and have aggregate minimum contract payments totaling $1.3 billion. At June 30, 2026, the aggregate amount of the transaction price related to unsatisfied performance obligations was $55.2 billion. We expect to recognize substantially all of this revenue from origination over the next thirty-six months, with the remainder recognized thereafter. Remaining performance obligations estimates are subject to change due to various factors, including customer terminations and modifications to contract timing or scope. Accounts Receivable and Contract Balances The timing of revenue recognition may differ from the time of billing to our customers. Receivables presented in our condensed consolidated balance sheets represent an unconditional right to consideration. Contract balances represent amounts from an arrangement when either Verizon has performed, by transferring goods or services to the customer in advance of receiving all or partial consideration for such goods and services from the customer, or the customer has made the required payment to Verizon in advance of obtaining control of the goods and/or services promised to the customer in the contract. The following table presents information about receivables from contracts with customers: | (dollars in millions) | At June 30, 2026 | At December 31, 2025 | | --- | --- | --- | | Accounts Receivable(1) | $9,669 | $9,646 | | Device payment plan agreement receivables(2) | 20,648 | 21,726 | (1) Balances do not include receivables related to the following: activity associated with certain vendor agreements, leasing arrangements (such as those for towers and equipment), captive reinsurance arrangements primarily related to wireless device insurance and device payment plan agreement receivables presented separately. (2) Included in device payment plan agreement receivables presented in Note 6. Receivables derived from the sale of equipment on a device payment plan through an authorized agent are excluded. Contract assets relate to our conditional right to receive consideration for goods or services provided to customers. Under fixed-term plans, an asset is created because the equipment revenue recognized upon sale exceeds the consideration received; this asset is subsequently reclassified to accounts receivable as wireless services are provided and billed. These balances are reported in our condensed consolidated balance sheets as Prepaid expenses and other and Other assets. The allowance for credit losses is recognized at inception and reassessed quarterly. Contract liabilities arise when we bill our customers and receive consideration in advance of providing the goods or services promised in the contract. We typically bill service one month in advance, which is the primary component of the contract liability balance. Contract liabilities are recognized as revenue when services are provided to the customer. The contract liability balances are presented in our condensed consolidated balance sheets as Other current liabilities and Other liabilities. Revenues recognized related to contract liabilities existing at January 1, 2026 were $225 million and $4.9 billion for the three and six months ended June 30, 2026, respectively. Revenues recognized related to contract liabilities existing at January 1, 2025 were $275 million and $4.9 billion for the three and six months ended June 30, 2025, respectively. The balances of contract assets and contract liabilities recorded in our condensed consolidated balance sheets were as follows: | (dollars in millions) | At June 30, 2026 | At December 31, 2025 | | --- | --- | --- | | Assets | | | | Prepaid expenses and other | $442 | $518 | | Other assets | 293 | 259 | | Total Contract Assets | $735 | $777 | | Liabilities | | | | Other current liabilities | $7,553 | $7,576 | | Other liabilities | 2,387 | 2,433 | | Total Contract Liabilities | $9,940 | $10,009 | Contract Costs Topic 606 requires an asset to be recognized for incremental costs to obtain a customer contract, which are then amortized to expense over the period of expected benefit. We recognize an asset for incremental commission expenses paid to internal and external sales personnel and agents, deferring these costs only when they are incremental and expected to be recoverable. The costs are amortized ratably as commission expense over the period of service transfer. Specifically, costs for postpaid wireless contracts (Consumer and Business) are amortized over the estimated upgrade cycles. Prepaid wireless and Consumer wireline contracts are amortized over the estimated customer relationship period. Costs to obtain contracts are recorded in Selling, general and administrative expense in our condensed consolidated statements of income. We also defer costs incurred to fulfill contracts that: (1) relate directly to the contract; (2) are expected to generate resources that will be used to satisfy our performance obligation under the contract; and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed as we satisfy our performance obligations and recorded in Cost of services. These costs principally relate to direct costs that enhance our wireline business resources, such as costs incurred to install circuits. We determine the amortization periods for our costs incurred to obtain or fulfill a customer contract at a portfolio level due to the similarities within these customer contract portfolios. Other costs, such as general costs or costs related to past performance obligations, are expensed as incurred. Collectively, costs to obtain a contract and costs to fulfill a contract are referred to as deferred contract costs, and amortized between a one-to-seven year period. Deferred contract costs are classified as current or non-current within Prepaid expenses and other and Other assets, respectively. The balances of deferred contract costs included in our condensed consolidated balance sheets were as follows: | (dollars in millions) | At June 30, 2026 | At December 31, 2025 | | --- | --- | --- | | Assets | | | | Prepaid expenses and other | $3,382 | $3,315 | | Other assets | 2,890 | 2,848 | | Total | $6,272 | $6,163 | For the three and six months ended June 30, 2026, we recognized expense of $1.0 billion and $2.1 billion, respectively, associated with the amortization of deferred contract costs, primarily within Selling, general and administrative expense in our condensed consolidated statements of income. For the three and six months ended June 30, 2025, we recognized expense of $892 million and $1.8 billion, respectively, associated with the amortization of deferred contract costs, primarily within Selling, general and administrative expense in our condensed consolidated statements of income. We assess our deferred contract costs for impairment on a quarterly basis. We recognize an impairment charge to the extent the carrying amount of a deferred cost exceeds the remaining amount of consideration we expect to receive in exchange for the goods and services related to the cost, less the expected costs related directly to providing those goods and services that have not yet been recognized as expenses. There were no impairment charges recognized for the three and six months ended June 30, 2026 or June 30, 2025. Note 3. Acquisitions and Divestitures Spectrum License Transactions On October 17, 2024, Verizon entered into a license purchase agreement to acquire select spectrum licenses of United States Cellular Corporation (currently known as Array Digital Infrastructure, Inc.) and certain of its subsidiaries (collectively, UScellular). On June 1, 2026, we completed the acquisition of the spectrum licenses for total cash consideration of $1.0 billion. In June 2026, the Federal Communications Commission (FCC) concluded Auction 113 for Advanced Wireless Services (AWS-3) licenses. Verizon paid an immaterial cash deposit to participate in the auction, and was the winning bidder on 82 spectrum licenses valued at approximately $3.2 billion. In July 2026, we made additional payments totaling approximately $3.1 billion in connection with these licenses. The timing of the license issuance remains subject to FCC determination. Joint Venture with BT Group plc On June 28, 2026, the Company entered into a transaction agreement (the Transaction Agreement) with BT Group plc (BT) and Jasper NewCo Limited (NewCo), pursuant to which the Company and BT will each acquire a 50% equity interest in NewCo. As consideration, the Company will contribute the equity interests of certain subsidiaries comprising its international wireline connectivity and managed network services business (the Verizon Contributed Business) and make a $625 million cash payment to NewCo, which NewCo will distribute to BT. BT will contribute the equity interests of certain subsidiaries comprising its international wireline connectivity and managed network services business (the BT Contributed Business) to NewCo. The relative values of the Verizon Contributed Business and the BT Contributed Business are subject to customary post-closing adjustments based on the levels of cash, net working capital, and indebtedness of each business at closing. The Transaction Agreement contemplates the entry into a joint venture agreement between the Company, BT and NewCo in respect of the governance of NewCo, as well as certain ancillary commercial agreements and transition services arrangements. Closing of the transaction is subject to customary regulatory approvals and other closing conditions. In the second quarter of 2026, the net assets representing the Verizon Contributed Business were classified as assets and liabilities held for sale and moved from the Business segment to Corporate and other. In connection with this classification as held for sale, we recorded a pre-tax loss on disposition of business of $746 million to write down the disposal group to its fair value less costs to sell. The charge was recorded in Selling, general, and administrative expense in our condensed consolidated statements of income for the three and six months ended June 30, 2026. The fair value of the net assets representing the Verizon Contributed Business was estimated based on the fair value of the Company's share of the joint venture, net of cash consideration to be contributed. The fair value was estimated by using a combination of the market approach and the income approach. The valuation is considered a Level 3 fair value measurement due to the use of significant judgment and unobservable inputs, which include the amount and timing of future cash flows, and a discount rate reflecting risks inherent in the future cash flows. The pre-tax results associated with the Verizon Contributed Business for all periods presented in our condensed consolidated statements of income were immaterial. The following table summarizes the major classes of assets and liabilities of the Verizon Contributed Business which are currently included in our continuing operations and classified as held for sale in our condensed consolidated balance sheets as of June 30, 2026. | (dollars in millions) | As of June 30, 2026 | As of June 30, 2026 | | --- | --- | --- | | Assets held for sale: | | | | Prepaid expenses and other | | | | Cash and cash equivalents | $ | $250 | | Accounts receivable, net | 187 | | | Other current assets | 142 | | | | $ | $579 | | Other assets | | | | Property, plant and equipment, net | 593 | | | Other assets | 204 | | | Less: Valuation allowance | (746) | | | | $ | $51 | | Liabilities held for sale: | | | | Other current liabilities | | | | Accounts payable and accrued liabilities | (273) | | | Other current liabilities | (102) | | | | $ | $(375) | | Other liabilities | $ | $(255) | Business Acquisitions During 2026, we completed the acquisitions of Frontier Communications Parent, Inc. (Frontier) and Starry Group Holdings, Inc. (Starry). The financial results of Frontier and Starry are included in the Company's consolidated results from January 20, 2026 and January 30, 2026, respectively. The aggregate operating revenues arising from these acquisitions and included in our condensed consolidated statements of income amounted to less than 5% of total operating revenues for both the three and six months ended June 30, 2026. Pro forma financial information has not been disclosed for these acquisitions as the impacts to both revenue and earnings, individually and in the aggregate, would not have been material to our consolidated statements of income. Frontier Communications Parent, Inc. On September 4, 2024, Verizon entered into an Agreement and Plan of Merger (the Merger Agreement) to acquire Frontier, a U.S. provider of broadband internet and other communication services. The transaction closed on January 20, 2026 (the Acquisition Date), expanding our fiber broadband footprint to 31 U.S. states and Washington D.C. Pursuant to the Merger Agreement, the Company's subsidiary merged with and into Frontier, with Frontier surviving such merger as a wholly owned subsidiary of the Company. At the effective time of the merger, each share of Frontier common stock issued and outstanding immediately prior to such time (subject to certain limited exceptions) was cancelled and converted into the right to receive an amount in cash equal to $38.50 per share, without interest. At the Acquisition Date, Verizon paid approximately $9.8 billion in cash, inclusive of cash acquired of $335 million, and assumed approximately $12.9 billion of Frontier's debt measured at fair value. The Frontier acquisition has been accounted for as a business combination. The identification and measurement of the assets acquired and liabilities assumed are based on their fair values, which are determined by using a combination of the income, market, or cost approaches, including market based assumptions. The purchase price allocation is preliminary and subject to revision as additional information about the fair value of the assets acquired and liabilities assumed, including related deferred income taxes, contingencies, contract liabilities and property, plant and equipment becomes available. Any necessary adjustments will be finalized within one year from the Acquisition Date. The following table summarizes the preliminary allocation of the consideration paid to the identifiable assets acquired and liabilities assumed as of the Acquisition Date. | (dollars in millions) | As of January 20, 2026 | Measurement Period Adjustments(2) | Adjusted Fair Value | | --- | --- | --- | --- | | Purchase consideration(1): | $9,917 | $(1) | $9,916 | | Assets acquired: | | | | | Current assets | $791 | $(21) | $770 | | Property, plant and equipment, net | 16,698 | — | 16,698 | | Goodwill | 7,759 | 36 | 7,795 | | Other intangible assets | 2,897 | — | 2,897 | | Other noncurrent assets | 355 | (31) | 324 | | Total assets acquired | 28,500 | (16) | 28,484 | | Liabilities assumed: | | | | | Current liabilities, excluding current debt | $3,154 | $(22) | $3,132 | | Debt maturing within one year | 1,694 | (1) | 1,693 | | Long-term debt, including finance lease obligations | 11,589 | 1 | 11,590 | | Other noncurrent liabilities | 2,146 | 7 | 2,153 | | Total liabilities assumed | 18,583 | (15) | 18,568 | | Net assets acquired | $9,917 | $(1) | $9,916 | (1) Purchase consideration reflects the purchase price allocated to assets and liabilities, including a non-cash component of $157 million. (2) Adjustments to the fair value measurements reflect new information obtained about facts and circumstances that existed as of the Acquisition Date, that if known, would have affected the measurement of the amounts recognized as of that date. Goodwill is calculated as the difference between the Acquisition Date fair value of the consideration paid and the fair value of the net assets acquired, and represents the future economic benefits that we expect to achieve as a result of the acquisition. The goodwill related to this acquisition has been allocated to our two reportable segments, approximately $6.0 billion in Consumer and $1.8 billion in Business. None of the goodwill resulting from the acquisition is deductible for tax purposes. Other intangible assets include $2.6 billion related to customer relationships, with a weighted-average amortization period of 9 years, $162 million related to acquired technology with an amortization period of 3 years, and $100 million related to trade name with an amortization period of 3 years. The customer relationship and trade name intangible assets were assigned preliminary estimated fair values using an income approach. The acquired technology intangibles were assigned preliminary estimated fair values using a cost approach, which includes consideration of the cost to reproduce an asset with an equivalent economic utility. The valuations are considered Level 3 fair value measurements due to the use of significant inputs not observable in the market, which include the discount rate, royalty rate and amount and timing of future cash flows. Other noncurrent liabilities include employee benefit obligations consisting of $2.5 billion of assets acquired and $3.0 billion of liabilities assumed associated with the Frontier Communications defined benefit pension and postretirement benefit plans. During the six months ended June 30, 2026, we repaid approximately $12.4 billion of the principal amount of debt assumed as part of the Frontier acquisition. See Note 5 for additional information on debt assumed as part of the acquisition. During the three and six months ended June 30, 2026, we recorded acquisition and integration related charges associated with the Frontier acquisition of $120 million and $381 million, respectively, within Selling, general and administrative expense in our condensed consolidated statements of income. Other On January 30, 2026, Verizon completed the acquisition of Starry, a fixed wireless broadband provider serving multi-dwelling units in five markets across the U.S. The aggregate cash consideration paid by Verizon at the closing of the transaction and the related assets acquired and liabilities assumed were immaterial. Note 4. Wireless Licenses, Goodwill, and Other Intangible Assets Wireless Licenses The carrying amounts of Wireless licenses are as follows: | (dollars in millions) | At June 30, 2026 | At December 31, 2025 | | --- | --- | --- | | Wireless licenses | $158,159 | $157,039 | During the three and six months ended June 30, 2026, we acquired select spectrum licenses of UScellular for total cash consideration of $1.0 billion. See Note 3 for additional information. At June 30, 2026 and 2025, approximately $5.6 billion and $8.6 billion, respectively, of wireless licenses were under development for commercial service for which we were capitalizing interest costs. We recorded $154 million and $234 million of capitalized interest on wireless licenses for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, we renewed various wireless licenses in accordance with Federal Communications Commission (FCC) regulations. The average renewal period for these licenses was 10 years. Goodwill Changes in the carrying amount of Goodwill are as follows: | (dollars in millions) | Consumer | Business | Total | | --- | --- | --- | --- | | Balance at January 1, 2026(1) | $21,177 | $1,664 | $22,841 | | Acquisitions(2) | 6,031 | 1,792 | 7,823 | | Balance at June 30, 2026(1) | $27,208 | $3,456 | $30,664 | (1) Goodwill is net of accumulated impairment charges of $5.8 billion related to our Business reporting unit. (2) Changes in goodwill due to acquisitions are related to Frontier and another immaterial transaction. See Note 3 for additional information. Other Intangible Assets The following table displays the composition of Other intangible assets, net as well as the respective amortization periods: | (dollars in millions) | At June 30, 2026 / Gross Amount(1) | At June 30, 2026 / Accumulated Amortization | At June 30, 2026 / Net Amount | At December 31, 2025 / Gross Amount | At December 31, 2025 / Accumulated Amortization | At December 31, 2025 / Net Amount | | --- | --- | --- | --- | --- | --- | --- | | Customer lists (2 to 13 years) | $6,819 | $(3,433) | $3,386 | $4,243 | $(3,116) | $1,127 | | Non-network internal-use software (3 to 7 years) | 28,767 | (20,682) | 8,085 | 28,749 | (20,301) | 8,448 | | Other (3 to 25 years) | 2,729 | (1,883) | 846 | 2,676 | (1,793) | 883 | | Total | $38,315 | $(25,998) | $12,317 | $35,668 | $(25,210) | $10,458 | (1) Other intangible assets include assets acquired as a result of the Frontier acquisition. See Note 3 for additional information. The amortization expense for Other intangible assets was as follows: | (dollars in millions) | Three Months Ended / June 30, | Six Months Ended / June 30, | | --- | --- | --- | | 2026 | $877 | $1,713 | | 2025 | 754 | 1,488 | The estimated future amortization expense for Other intangible assets for the remainder of the current year and next 5 years is as follows: | Years | (dollars in millions) | | --- | --- | | Remainder of 2026 | $1,696 | | 2027 | 2,942 | | 2028 | 2,373 | | 2029 | 1,530 | | 2030 | 1,267 | | 2031 | 906 | Note 5. Debt Significant Debt Transactions Debt or equity financing may be needed to fund additional investments or development activities or to maintain an appropriate capital structure to ensure our financial flexibility. The following tables show the significant transactions involving the unsecured debt securities of the Company and its subsidiaries that occurred during the three and six months ended June 30, 2026. Exchange Offers | (dollars in millions) / Three Months Ended June 30, 2026 | Principal Amount Exchanged | Principal Amount Issued | | --- | --- | --- | | 5.125% - 8.625% notes issued by certain subsidiaries of Verizon, due 2028 - 2033 | $161 | — | | Verizon 5.125% - 8.625% notes, due 2028 - 2033(1) | — | 161 | | Three and Six Months Ended June 30, 2026 total | $161 | $161 | (1) The principal amount issued in exchange does not include either an insignificant amount of cash paid in lieu of the issuance of fractional new notes or accrued and unpaid interest paid on the old notes accepted for exchange to the date of exchange. Tender Offers | (dollars in millions) / Three Months Ended June 30, 2026 | Principal Amount Purchased | Cash Consideration(1) | | --- | --- | --- | | 2.100% - 8.750% notes of Verizon and certain of its subsidiaries, due 2027 - 2033(2) | $1,858 | $1,877 | | Three and Six Months Ended June 30, 2026 total | $1,858 | $1,877 | (1) The total cash consideration includes the tender offer consideration, plus any accrued and unpaid interest to the date of purchase. (2) The tender offer was launched concurrently with the exchange offer discussed above. Repayments, Redemptions and Repurchases | (dollars in millions) / Three Months Ended March 31, 2026 | Principal Repaid/Redeemed/ Repurchased | Amount Paid(1) | | --- | --- | --- | | Verizon floating rate notes due 2026 | $206 | $208 | | Open market repurchases of various Verizon notes | 620 | 504 | | Three Months Ended March 31, 2026 total | | $712 | | Three Months Ended June 30, 2026 | | | | Verizon 2.100% notes due 2026 | 450 | $313 | | Verizon 4.329% notes due 2028 | $1,295 | 1,309 | | Open market repurchases of various Verizon notes | 777 | 635 | | Three Months Ended June 30, 2026 total | | 2,257 | | Six Months Ended June 30, 2026 total | | $2,969 | (1) Represents amount paid to repay, redeem or repurchase, including any accrued interest. In addition, for securities denominated in a currency other than the U.S. dollar, amount paid is shown on a U.S. dollar equivalent basis and includes the amount payable per the derivatives entered into in connection with the transaction. See Note 7 for additional information on cross currency swap transactions related to the transaction. The amount paid excludes acquisition-related activity which is detailed in the section titled "Debt Assumed" below. Issuances | (dollars in millions) / Three Months Ended March 31, 2026 | Principal Amount Issued | Net Proceeds(1) | | --- | --- | --- | | Verizon 4.246% junior subordinated notes due 2056(2) | €2,250 | $2,646 | | Verizon 5.743% junior subordinated notes due 2056(2) | £600 | 809 | | Verizon floating rate junior subordinated notes due 2056(2) | 800 | 569 | | Verizon 6.745% junior subordinated notes due 2056(2) | 250 | 178 | | Verizon 7.166% junior subordinated notes due 2056(2) | 250 | 178 | | Three Months Ended March 31, 2026 total | | $4,380 | | Three Months Ended June 30, 2026 | | | | Verizon 6.050% junior subordinated notes due 2058(2) | $2,000 | $1,983 | | Verizon 6.200% junior subordinated notes due 2056(2) | 2,000 | 1,983 | | Three Months Ended June 30, 2026 total | | 3,966 | | Six Months Ended June 30, 2026 total | | $8,346 | (1) Net proceeds were net of underwriting discounts and other issuance costs. In addition, for securities denominated in a currency other than the U.S. dollar, net proceeds are shown on a U.S. dollar equivalent basis. See Note 7 for additional information on derivative activity related to the issuances. (2) Notes are subordinate to our senior unsecured notes and have an interest rate reset and deferral features. Debt Assumed On January 20, 2026, we completed the acquisition of Frontier. In connection with this acquisition, we assumed approximately $12.9 billion of debt measured at fair value as of the Acquisition Date. The principal amount of the debt assumed was $12.7 billion as of the Acquisition Date. During the six months ended June 30, 2026, we repaid approximately $12.4 billion of the principal amount of debt assumed as part of the acquisition through repayments, repurchases and the settlement of tender offers. In addition, we extinguished an insignificant amount of the principal amount of debt assumed as part of the exchange offers completed during the three and six months ended June 30, 2026. At June 30, 2026, the remaining principal amount of debt assumed was $219 million, primarily consisting of unsecured notes, and reported in Long-term debt in our condensed consolidated balance sheet. Commercial Paper Program During the six months ended June 30, 2026, we issued $7.6 billion in net proceeds and made $7.6 billion in principal repayments of commercial paper. These transactions are reflected within Cash flow from financing activities in our condensed consolidated statements of cash flows on a net basis. As of June 30, 2026, we had no commercial paper outstanding. Asset-Backed Debt As of June 30, 2026, the carrying value of our asset-backed debt was $28.8 billion. Our asset-backed debt includes Asset-Backed Notes (ABS Notes) issued to third-party investors (Investors), loans (ABS Financing Facilities) received from banks and their conduit facilities (collectively, the Banks), and sales of residual interests under our ABS Notes and certain ABS Financing Facilities (Class R Interest) under a master repurchase agreement (master repurchase agreement) with a bank (the Counterparty). Our consolidated asset-backed debt bankruptcy remote legal entities (each, an ABS Entity, or collectively, the ABS Entities) issue the debt or are otherwise party to the transaction documentation in connection with our asset-backed debt transactions. Under the terms of our asset-backed debt for ABS Notes and ABS Financing Facilities, Cellco Partnership (Cellco), a wholly-owned subsidiary of the Company, and certain other Company affiliates (collectively, the Originators) transfer device payment plan agreement receivables and certain other receivables (collectively referred to as certain receivables) or a participation interest in certain other receivables to one of the ABS Entities, which in turn transfers such receivables and participation interest to another ABS Entity that issues the debt. Verizon entities retain the equity interests and residual interests, as applicable, in the ABS Entities and the ABS Notes and ABS Financing Facilities, as applicable, which represent the rights to all funds not needed to make required payments on such asset-backed debt and other related payments and expenses. Our asset-backed debt is secured by the transferred receivables, participation interest and Class R Interest, future collections on such receivables, underlying receivables related to such participation interest and such Class R Interest, as applicable. These receivables and participation interest transferred to the ABS Entities, such Class R Interest and related assets, consisting primarily of restricted cash, will only be available for payment of asset-backed debt and expenses related thereto, payments to the Originators in respect of additional transfers of certain receivables and participation interest, and other obligations arising from our asset-backed debt transactions, as applicable, and will not be available to pay other obligations or claims of Verizon’s creditors until the associated asset-backed debt and other obligations are satisfied. The Investors, Banks or Counterparty, as applicable, which hold our asset-backed debt have legal recourse to the assets securing the debt, but in the case of our ABS Notes and ABS Financing Facilities, do not have any recourse to Verizon with respect to the payment of principal and interest on the debt. Under a parent support agreement, the Company has agreed to guarantee certain of the payment obligations of Cellco and the Originators to the ABS Entities in connection with our ABS Notes and ABS Financing Facilities. In connection with the master repurchase agreement, the Company has agreed to unconditionally and irrevocably guarantee payment obligations of the related ABS Entity, including to repurchase Class R Interest from the Counterparty. Cash collections on the receivables and on the underlying receivables related to the participation interest collateralizing our ABS Notes and ABS Financing Facilities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Prepaid expenses and other and Other assets in our condensed consolidated balance sheets. Proceeds from our asset-backed debt transactions are reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. The asset-backed debt issued is included in Debt maturing within one year and Long-term debt in our condensed consolidated balance sheets. ABS Notes During the six months ended June 30, 2026, we completed the following ABS Notes transactions: | (dollars in millions) / March 2026 | Interest Rates % | Expected Weighted-average Life to Maturity (in years) | Principal Amount Issued | | --- | --- | --- | --- | | Series 2026-1 | | | | | A-1a Senior class notes | 3.940 | 1.94 | $1,103 | | A-1b Senior class notes | Compounded SOFR + 0.400(1) | 1.94 | 368 | | B Junior class notes | 4.190 | 1.94 | — | | C Junior class notes | 4.430 | 1.94 | 67 | | March 2026 total | | | 1,538 | | June 2026 | | | | | Series 2026-2 | | | | | A-1a Senior class notes | 4.510 | 2.97 | 994 | | A-1b Senior class notes | Compounded SOFR + 0.460(1) | 2.97 | 75 | | B Junior class notes | 4.710 | 2.97 | 82 | | C Junior class notes | 4.850 | 2.97 | 49 | | June 2026 total | | | 1,200 | | Total | | | $2,738 | (1) Compounded Secured Overnight Financing Rate (SOFR) is calculated using SOFR as published by the Federal Reserve Bank of New York in accordance with the terms of such notes. Compounded SOFR for the interest payment made in June 2026 was 3.59%. Under the terms of each series of ABS Notes outstanding as of June 30, 2026, there is a revolving period of up to two years, three years, or five years, as applicable, during which we may transfer additional receivables to the ABS Entity. During the six months ended June 30, 2026, we made aggregate principal repayments of $2.4 billion in connection with an anticipated redemption of ABS Notes. ABS Financing Facilities Under the two loan agreements outstanding in connection with the ABS Financing Facility originally entered into in 2021 (2021 ABS Financing Facility), we borrowed an additional $2.3 billion in January 2026, borrowed an additional $1.0 billion in February 2026, prepaid an aggregate of $2.3 billion in March 2026, borrowed an additional $100 million in March 2026, prepaid an aggregate of $500 million in April 2026 and prepaid an aggregate of $300 million in May 2026. In June 2026, we renewed one of the loan agreements and borrowed an additional $4.7 billion under the related loan series. Concurrently, we repaid in full the $4.7 billion outstanding principal balance under the other loan agreement and terminated the related loan series. The aggregate outstanding balance under the 2021 ABS Financing Facility was $5.9 billion as of June 30, 2026. Under the loan agreement outstanding in connection with the ABS Financing Facility originally entered into in 2022 and most recently renewed in 2025 (2022 ABS Financing Facility), we prepaid an aggregate of $224 million in April 2026. The aggregate outstanding balance under 2022 ABS Financing Facility was $4.8 billion as of June 30, 2026. Master Repurchase Agreement In January 2026, we amended the master repurchase agreement originally entered into in 2025 to increase the maximum capacity thereunder to approximately $2.5 billion. During the six months ended June 30, 2026, we received $1.3 billion under the master repurchase agreement. The aggregate amount outstanding was $2.5 billion as of June 30, 2026 and is collateralized by certain Class R interest. The master repurchase agreement has a remaining maturity of less than one year and is classified as Debt maturing within one year in our condensed consolidated balance sheets. The estimated fair value of such Class R Interest was $3.4 billion as of June 30, 2026. In July 2026, we entered into an additional repurchase agreement with a bank to sell residual equity interest in two of our ABS Entities. In connection with the agreement, we received approximately $500 million in proceeds. Variable Interest Entities The ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary as we have both the power to direct the activities of the entity that most significantly impact the entity's performance and the obligation to absorb losses or the right to receive benefits of the entity. Therefore, the assets, liabilities and activities of the ABS Entities are consolidated in our financial results and are included in amounts presented on the face of our condensed consolidated balance sheets. The assets and liabilities related to our asset-backed debt arrangements included in our condensed consolidated balance sheets were as follows: | (dollars in millions) | At June 30, 2026 | At December 31, 2025 | | --- | --- | --- | | Assets | | | | Accounts receivable, net | $18,609 | $18,421 | | Prepaid expenses and other | 149 | 298 | | Other assets | 11,884 | 11,753 | | Liabilities | | | | Accounts payable and accrued liabilities | 33 | 34 | | Debt maturing within one year | 15,640 | 14,863 | | Long-term debt | 13,067 | 12,204 | The Accounts receivable, net amounts above do not include underlying receivables for which a participation interest has been transferred to the ABS Entities. See Note 6 for additional information on certain receivables and participation interest used to secure asset-backed debt. In connection with the Frontier acquisition, we acquired certain securitization entities that meet the definition of a VIE and we are the primary beneficiary for these entities similar to the ABS Entities described above. Therefore, the assets, liabilities and activities of these entities are included in the amounts presented on the face of our condensed consolidated balance sheets. As of June 30, 2026, all asset-backed debt issued through these entities has been extinguished and we are in the process of dissolving or merging these entities and transferring the remaining assets to operating business entities. Long-Term Credit Facilities | (dollars in millions) | Maturities | Facility Capacity | At June 30, 2026 / Unused Capacity | At June 30, 2026 / Principal Amount Outstanding | | --- | --- | --- | --- | --- | | Verizon revolving credit facility(1) | 2028 | $12,000 | $11,976 | — | | Various export credit facilities(2) | 2026 - 2033 | 11,950 | 85 | 5,718 | | Total | | $23,950 | $12,061 | $5,718 | (1) The revolving credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. The revolving credit facility provides for the issuance of letters of credit. As of June 30, 2026, there have been no drawings against the revolving credit facility since its inception. (2) During the six months ended June 30, 2026, we drew down approximately $1.6 billion. During the six months ended June 30, 2025, there were no drawings from these facilities. Borrowings under certain of these facilities are repaid semi-annually in equal installments up to the applicable maturity dates. Maturities reflect maturity dates of principal amounts outstanding. Any amounts borrowed under these facilities and subsequently repaid cannot be reborrowed. Non-Cash Transactions During the six months ended June 30, 2026 and 2025, we financed, primarily through alternative financing arrangements, the purchase of approximately $2.4 billion and $1.2 billion, respectively, of long-lived assets consisting primarily of network equipment. During the six months ended June 30, 2026, we also assumed $428 million of financing arrangements in connection with the acquisition of Frontier. As of June 30, 2026 and December 31, 2025, $4.3 billion and $3.0 billion, respectively, relating to these financing arrangements, including those entered into in prior years and liabilities assumed through acquisitions, remained outstanding. These purchases are non-cash financing activities and therefore are not reflected within Capital expenditures in our condensed consolidated statements of cash flows. Net Debt Extinguishment Gains During the three months ended June 30, 2026 and 2025, we recorded net debt extinguishment gains of $152 million and $88 million, respectively. During the six months ended June 30, 2026 and 2025, we recorded net debt extinguishment gains of $247 million and $178 million, respectively. The net gains are recorded in Other income, net in our condensed consolidated statements of income. The total non-cash debt extinguishment gains are reflected within Other, net cash flow from operating activities, and the total cash payments to extinguish the debt are reflected within Other, net cash flow from financing activities in our condensed consolidated statements of cash flows. Guarantees We guarantee the debentures of our operating telephone company subsidiaries. As of June 30, 2026, $385 million aggregate principal amount of these obligations remained outstanding. Each guarantee will remain in place for the life of the obligation unless terminated pursuant to its terms, including the operating telephone company no longer being a wholly-owned subsidiary of the Company. Debt Covenants We and our consolidated subsidiaries are in compliance with all of our restrictive covenants in our debt agreements. Note 6. Device Payment Plan Agreement and Wireless Service Receivables The following table presents information about accounts receivable, net of allowances, recorded in our condensed consolidated balance sheet: _At June 30, 2026_ | (dollars in millions) | Device payment plan agreement | Wireless service | Other receivables(1) | Total | | --- | --- | --- | --- | --- | | Accounts receivable | $16,405 | $6,296 | $5,033 | $27,734 | | Less Allowance for credit losses | 837 | 248 | 163 | 1,248 | | Accounts receivable, net of allowance | $15,568 | $6,048 | $4,870 | $26,486 | (1) Other receivables primarily include wireline and other receivables, of which the allowances are individually insignificant. Included in Other assets and Accounts receivable, net at June 30, 2026 and December 31, 2025, are net device payment plan agreement receivables, net wireless service receivables and net other receivables of $30.3 billion and $30.0 billion, respectively, which have been transferred to ABS Entities and continue to be reported in our condensed consolidated balance sheets. Included in Accounts receivable, net at June 30, 2026 and December 31, 2025, are net other receivables of $939 million and $1.4 billion, respectively, on which a participation interest has been transferred to ABS Entities and continue to be reported in our condensed consolidated balance sheets. See Note 5 for additional information. We believe the carrying value of these receivables approximate their fair value using a Level 3 expected cash flow model. Under the Verizon device payment program, our eligible wireless customers purchase wireless devices under a device payment plan agreement. Customers that activate service on devices purchased under the device payment program pay lower service fees as compared to those under our fixed-term service plans, and their device payment plan charge is included on their wireless monthly bill. While we no longer offer Consumer customers fixed-term subsidized service plans for devices, we continue to offer subsidized plans to our Business customers. Wireless Device Payment Plan Agreement Receivables The following table displays both the current and non-current portions of device payment plan agreement receivables, net, recognized in our condensed consolidated balance sheets: | (dollars in millions) | At June 30, 2026 | At December 31, 2025 | | --- | --- | --- | | Device payment plan agreement receivables, gross | $32,706 | $34,004 | | Unamortized imputed interest | (1,016) | (1,053) | | Device payment plan agreement receivables, at amortized cost | 31,690 | 32,951 | | Allowance(1) | (1,625) | (1,628) | | Device payment plan agreement receivables, net | $30,065 | $31,323 | | Classified in our condensed consolidated balance sheets: | | | | Accounts receivable, net | $15,568 | $15,777 | | Other assets | 14,497 | 15,546 | | Device payment plan agreement receivables, net | $30,065 | $31,323 | (1) Includes allowance for both short-term and long-term device payment plan agreement receivables. For indirect channel wireless contracts with customers, we impute risk adjusted interest on the device payment plan agreement receivables. We record the imputed interest as a reduction to the related accounts receivable. The associated interest income, which is included within Service revenues and other in our condensed consolidated statements of income, is recognized over the financed device payment term. Promotions In connection with certain device payment plan agreements, we may offer a promotion to allow our customers to upgrade to a new device after paying down a certain specified portion of the required device payment plan agreement amount as well as trading in their device in good working order. When a customer enters into a device payment plan agreement with the right to upgrade to a new device, we account for this trade-in right as a guarantee obligation. We may offer certain promotions that allow a customer to trade in their owned device in connection with the purchase of a new device. Under these types of promotions, the customer receives a credit for the value of the trade-in device. At June 30, 2026 and December 31, 2025, the amount of trade-in liability was $262 million and $332 million, respectively. In addition, we may provide the customer with additional future billing credits that will be applied against the customer’s monthly bill as long as service is maintained. These future billing credits are accounted for as consideration payable to a customer and are included in the determination of total transaction price, resulting in a contract liability. Device payment plan agreement receivables, net, disclosed in the table above, does not reflect the trade-in liability, additional future credits or the guarantee liability. Origination of Device Payment Plan Agreements When originating device payment plan agreements, we use internal and external data sources to create a credit risk score to measure the credit quality of a customer and to determine eligibility for the device payment program. Verizon's experience has been that the payment attributes of longer tenured customers are highly predictive for estimating their reliability to make future payments. Customers with longer tenures tend to exhibit similar risk characteristics to other customers with longer tenures, and receivables due from customers with longer tenures tend to perform better than receivables from customers that have not previously been Verizon customers. As a result of this experience, we make initial lending decisions based upon whether the customers are "established customers" or "short-tenured customers." If a Consumer customer has been a customer for 45 days or more, or if a Business customer has been a customer for 12 months or more, the customer is considered an "established customer." For established customers, the credit decision and ongoing credit monitoring processes rely on a combination of internal and external data sources. If a Consumer customer has been a customer less than 45 days, or a Business customer has been a customer for less than 12 months, the customer is considered a "short-tenured customer." For short-tenured customers, the credit decision and credit monitoring processes rely more heavily on external data sources. Available external credit data from credit reporting agencies along with internal data are used to create custom credit risk scores for Consumer customers. The custom credit risk score is generated automatically from the applicant's credit data using proprietary custom credit models. The credit risk score measures the likelihood that the potential customer will become severely delinquent and be disconnected for non-payment. For a small portion of short-tenured customer applications, a traditional credit report is not available from one of the national credit reporting agencies because the potential customer does not have sufficient credit history. In those instances, alternative credit data is used for the risk assessment. For Business customers, we also verify the existence of the business with external data sources. Based on the custom credit risk score, we assign each customer a credit class, each of which has specified offers of credit. This includes an account level spending limit and a maximum amount of credit allowed per device for Consumer customers or a required down payment percentage for Business customers. Credit Quality Information Subsequent to origination, we assess indicators for the quality of our wireless device payment plan agreement portfolio using two models, one for new customers and one for existing customers. The model for new customers pools all Consumer and Business wireless customers based on less than 210 days as "new customers." The model for existing customers pools all Consumer and Business wireless customers based on 210 days or more as "existing customers." The following table presents device payment plan agreement receivables, at amortized cost, and gross write-offs recorded, as of and for the six months ended June 30, 2026, by credit quality indicator and year of origination: | Line item | Year of Origination(1) | Year of Origination(1) | Year of Origination(1) | Year of Origination(1) | Year of Origination(1) | Year of Origination(1) | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (dollars in millions) | 2026 | | 2025 | | 2024 and prior | | Total | | | Device payment plan agreement receivables, at amortized cost | | | | | | | | | | New customers | $ | $2,046 | $ | $2,907 | $ | $1,109 | $ | $6,062 | | Existing customers | 6,868 | | 12,812 | | 5,948 | | 25,628 | | | Total | $ | $8,914 | $ | $15,719 | $ | $7,057 | $ | $31,690 | | Gross write-offs | | | | | | | | | | New customers | $ | $37 | $ | $286 | $ | $107 | $ | $430 | | Existing customers | 2 | | 121 | | 135 | | 258 | | | Total | $ | $39 | $ | $407 | $ | $242 | $ | $688 | (1) Includes accounts that have been suspended at a point in time. The data presented in the table above was last updated on June 30, 2026. We assess indicators for the quality of our wireless service receivables portfolio as one overall pool. The following table presents wireless service receivables, at amortized cost, and gross write-offs recorded, as of and for the six months ended June 30, 2026, by year of origination: | Line item | Year of Origination | Year of Origination | | | --- | --- | --- | --- | | (dollars in millions) | 2026 | 2025 and prior | Total | | Wireless service receivables, at amortized cost | $6,194 | $102 | $6,296 | | Gross write-offs | 95 | 183 | 278 | The data presented in the table above was last updated on June 30, 2026. Allowance for Credit Losses The credit quality indicators are used in determining the estimated amount and the timing of expected credit losses for the device payment plan agreement and wireless service receivables portfolios. For device payment plan agreement receivables, we record bad debt expense based on a default and loss calculation using our proprietary loss model. The expected loss rate is determined based on customer credit scores and other qualitative factors as noted above. The loss rate is assigned individually on a customer by customer basis and the custom credit scores are then aggregated by vintage and used in our proprietary loss model to calculate the weighted-average loss rate used for determining the allowance balance. We monitor the collectability of our wireless service receivables as one overall pool. Wireline service receivables are disaggregated and pooled by the following types of customers and related contracts: consumer, small and medium business, enterprise, public sector and wholesale. For wireless service receivables and wireline consumer and small and medium business receivables, the allowance is calculated based on a 12 month rolling average write-off balance multiplied by the average life-cycle of an account from billing to write-off. The risk of loss is assessed over the contractual life of the receivables and is adjusted based on the historical loss amounts for current and future conditions based on management's qualitative considerations. For enterprise, public sector and wholesale wireline receivables, the allowance for credit losses is based on historical write-off experience and individual customer credit risk, if applicable. Activity in the allowance for credit losses by portfolio segment of receivables was as follows: | (dollars in millions) | Device Payment Plan Agreement Receivables(1) | Wireless Service Plan Receivables | | --- | --- | --- | | Balance at January 1, 2026 | $1,628 | $244 | | Current period provision for expected credit losses | 653 | 251 | | Write-offs charged against the allowance | (688) | (278) | | Recoveries collected | 32 | 31 | | Balance at June 30, 2026 | $1,625 | $248 | (1) Includes allowance for both short-term and long-term device payment plan agreement receivables. We monitor delinquency and write-off experience based on the quality of our device payment plan agreement and wireless service receivables portfolios. The extent of our collection efforts with respect to a particular customer are based on the results of our proprietary custom internal scoring models that analyze the customer's past performance to predict the likelihood of the customer falling further delinquent. These custom scoring models assess a number of variables, including origination characteristics, customer account history and payment patterns. Since our customers’ behaviors may be impacted by general economic conditions, we analyzed whether changes in macroeconomic conditions impact our credit loss experience and have concluded that our credit loss estimates are generally not materially impacted by reasonable and supportable forecasts of future economic conditions. Based on the score derived from these models, accounts are grouped by risk category to determine the collection strategy to be applied to such accounts. For device payment plan agreement receivables and wireless service receivables, we consider an account to be delinquent and in default status if there are unpaid charges remaining on the account on the day after the bill’s due date. The risk class determines the speed and severity of the collections effort including initiatives taken to facilitate customer payment. The balance and aging of the device payment plan agreement receivables, at amortized cost, were as follows: | (dollars in millions) | At June 30, 2026 | At June 30, 2026 | | --- | --- | --- | | Unbilled | $ | $30,100 | | Billed: | | | | Current | 1,215 | | | Past due | 375 | | | Device payment plan agreement receivables, at amortized cost | $ | $31,690 | Note 7. Fair Value Measurements and Financial Instruments Recurring Fair Value Measurements The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of June 30, 2026: | (dollars in millions) | Level 1(1) | Level 2(2) | Level 3(3) | Total | | --- | --- | --- | --- | --- | | Assets: | | | | | | Prepaid expenses and other: | | | | | | Fixed income securities | — | $35 | — | $35 | | Cross currency swaps | — | 29 | — | 29 | | Interest rate caps | — | 9 | — | 9 | | Other assets: | | | | | | Marketable equity securities | 553 | — | — | 553 | | Fixed income securities | — | 350 | — | 350 | | Cross currency swaps | — | 1,182 | — | 1,182 | | Total | $553 | $1,605 | — | $2,158 | | Liabilities: | | | | | | Other current liabilities: | | | | | | Interest rate swaps | — | $2,154 | — | $2,154 | | Cross currency swaps | — | 279 | — | 279 | | Interest rate caps | — | 9 | — | 9 | | Foreign exchange forwards | — | 3 | — | 3 | | Other liabilities: | | | | | | Interest rate swaps | — | 3,025 | — | 3,025 | | Cross currency swaps | — | 1,116 | — | 1,116 | | Variable prepaid forward | — | — | 493 | 493 | | Total | — | $6,586 | $493 | $7,079 | (1) Quoted prices in active markets for identical assets or liabilities. (2) Observable inputs other than quoted prices in active markets for identical assets and liabilities. (3) Unobservable pricing inputs in the market. The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2025: | (dollars in millions) | Level 1(1) | Level 2(2) | Level 3(3) | Total | | --- | --- | --- | --- | --- | | Assets: | | | | | | Prepaid expenses and other: | | | | | | Fixed income securities | — | $40 | — | $40 | | Cross currency swaps | — | 4 | — | 4 | | Foreign exchange forwards | — | 1 | — | 1 | | Other assets: | | | | | | Marketable equity securities | 453 | — | — | 453 | | Fixed income securities | — | 344 | — | 344 | | Cross currency swaps | — | 1,417 | — | 1,417 | | Total | $453 | $1,806 | — | $2,259 | | Liabilities: | | | | | | Other current liabilities: | | | | | | Interest rate swaps | — | $1,910 | — | $1,910 | | Cross currency swaps | — | 222 | — | 222 | | Foreign exchange forwards | — | 1 | — | 1 | | Other liabilities: | | | | | | Interest rate swaps | — | 3,171 | — | 3,171 | | Cross currency swaps | — | 951 | — | 951 | | Total | — | $6,255 | — | $6,255 | (1) Quoted prices in active markets for identical assets or liabilities. (2) Observable inputs other than quoted prices in active markets for identical assets and liabilities. (3) Unobservable pricing inputs in the market. Certain of our equity investments do not have readily determinable fair values and are excluded from the tables above. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer and are included in Investments in unconsolidated businesses in our condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, the carrying amount of our investments without readily determinable fair values was $672 million and $710 million, respectively. During the three and six months ended June 30, 2026, there were insignificant adjustments due to observable price changes and there were insignificant impairment charges. As of June 30, 2026, cumulative adjustments due to observable price changes and impairment charges were $190 million and $155 million, respectively. Fixed income securities consist primarily of investments in municipal bonds. The valuation of the fixed income securities is based on the quoted prices for similar assets in active markets or identical assets in inactive markets or models that apply inputs from observable market data. The valuation determines that these securities are classified as Level 2. Derivative contracts, other than the variable prepaid forward (VPF), are valued using models based on readily observable market parameters for all substantial terms of our derivative contracts and thus are classified within Level 2. We use mid-market pricing for fair value measurements of these derivative instruments. For the VPF, the value is determined using the Black-Scholes method using a combination of readily observable market parameters such as floor and call prices of the VPF, risk free rate, contractual term of the instrument and unobservable inputs such as implied volatility of the underlying marketable securities. This represents a Level 3 measurement. Level 3 instruments include valuation based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. Our derivative instruments are recorded on a gross basis. We recognize transfers between levels of the fair value hierarchy as of the end of the reporting period. Fair Value of Short-term and Long-term Debt The fair value of our debt is determined using various methods, including quoted prices for identical debt instruments, which is a Level 1 measurement, as well as quoted prices for similar debt instruments with comparable terms and maturities, which is a Level 2 measurement. The fair value of our short-term and long-term debt, excluding finance leases, was as follows: | (dollars in millions) | Carrying Amount | Fair Value / Level 1 | Fair Value / Level 2 | Fair Value / Level 3 | Fair Value / Total | | --- | --- | --- | --- | --- | --- | | At June 30, 2026 | $161,639 | $90,965 | $68,942 | — | $159,907 | | At December 31, 2025 | 155,639 | 91,664 | 62,640 | — | 154,304 | Derivative Instruments We enter into derivative transactions primarily to manage our exposure to fluctuations in foreign currency exchange rates and interest rates. We employ risk management strategies, which may include the use of a variety of derivatives including interest rate swaps, cross currency swaps, forward starting interest rate swaps, treasury rate locks, interest rate caps and foreign exchange forwards. We do not hold derivatives for trading purposes. The following table sets forth the notional amounts of our outstanding derivative instruments: | (dollars in millions) | At June 30, 2026 | At December 31, 2025 | | --- | --- | --- | | Interest rate swaps | $23,674 | $23,674 | | Cross currency swaps | 40,173 | 36,074 | | Foreign exchange forwards | 600 | 570 | The following tables summarize the activities of our designated derivatives: | (dollars in millions) / Interest Rate Swaps: / Notional value entered into | Three Months Ended / June 30, 2026 / $ | Three Months Ended / June 30, 2026 / — | Three Months Ended / June 30, 2025 / $ | Three Months Ended / June 30, 2025 / — | Six Months Ended / June 30, 2026 / $ | Six Months Ended / June 30, 2026 / — | Six Months Ended / June 30, 2025 / $ | Six Months Ended / June 30, 2025 / — | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Notional value settled | — | | 985 | | — | | 985 | | | Pre-tax gain recognized in Interest expense | 5 | | — | | 8 | | — | | | Cross Currency Swaps: | | | | | | | | | | Notional value entered into | — | | — | | 3,836 | | — | | | Notional value settled | 309 | | 817 | | 309 | | 1,176 | | | Pre-tax gain (loss) on cross currency swaps recognized in Interest expense | (336) | | 2,422 | | (937) | | 3,500 | | | Pre-tax gain (loss) on hedged debt recognized in Interest expense | 336 | | (2,422) | | 937 | | (3,500) | | | Excluded components recognized in Other comprehensive income | 745 | | (28) | | 516 | | (877) | | | Initial value of the excluded component amortized into Interest expense | 21 | | 23 | | 43 | | 46 | | | Treasury Rate Locks: | | | | | | | | | | Notional value entered into | — | | 4,900 | | — | | 4,900 | | | Notional value settled | — | | — | | — | | — | | | Pre-tax loss recognized in Other comprehensive income | — | | (55) | | — | | (55) | | | (dollars in millions) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | | Other, net Cash Flows from Operating Activities: | | | | Cash paid for settlement of interest rate swaps | — | $(45) | | Other, net Cash Flows from Financing Activities: | | | | Cash received (paid) for settlement of cross currency swaps, net | 17 | (80) | The following table displays the amounts recorded in Long-term debt in our condensed consolidated balance sheets related to cumulative basis adjustments for our interest rate swaps designated as fair value hedges. The cumulative amounts exclude cumulative basis adjustments related to foreign exchange risk. | (dollars in millions) | At June 30, 2026 | At December 31, 2025 | | --- | --- | --- | | Carrying amount of hedged liabilities | $18,702 | $18,815 | | Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged liabilities | (4,949) | (4,841) | | Cumulative amount of fair value hedging adjustment remaining for which hedge accounting has been discontinued | 196 | 214 | Interest Rate Swaps We enter into interest rate swaps to achieve a targeted mix of fixed and variable rate debt. We principally receive fixed rates and pay variable rates, resulting in a net increase or decrease to Interest expense. These swaps are designated as fair value hedges and hedge against interest rate risk exposure of designated debt issuances. We record the interest rate swaps at fair value in our condensed consolidated balance sheets as assets and liabilities. Changes in the fair value of the interest rate swaps are recorded to Interest expense, which are primarily offset by changes in the fair value of the hedged debt due to changes in interest rates. Cross Currency Swaps We have entered into cross currency swaps to exchange our British Pound Sterling, Euro, Swiss Franc, Canadian Dollar and Australian Dollar-denominated cash flows into U.S. dollars and to fix our cash payments in U.S. dollars, as well as to mitigate the impact of foreign currency transaction gains or losses. These swaps are designated as fair value hedges. We record the cross currency swaps at fair value in our condensed consolidated balance sheets as assets and liabilities. Changes in the fair value of the cross currency swaps attributable to changes in the spot rate of the hedged item and changes in the recorded value of the hedged debt due to changes in spot rates are recorded in the same income statement line item. We present exchange gains and losses from the conversion of foreign currency denominated debt as a part of Interest expense. During the three and six months ended June 30, 2026 and June 30, 2025, these amounts completely offset each other and no net gain or loss was recorded. Changes in the fair value of cross currency swaps attributable to time value and cross currency basis spread are initially recorded to Other comprehensive income. Unrealized gains or losses on excluded components are recorded in Other comprehensive income and are recognized into Interest expense on a systematic and rational basis through the swap accrual over the life of the hedging instrument. On March 31, 2022, we elected to de-designate our cross currency swaps previously designated as cash flow hedges and re-designated these swaps as fair value hedges. The amount remaining in Accumulated other comprehensive loss related to cash flow hedges on the date of transition will be reclassified to earnings when the hedged item is recognized in earnings or when it becomes probable that the forecasted transactions will not occur. For the fair value hedges, we elected to exclude the change in fair value of the cross currency swaps related to both time value and cross currency basis spread from the assessment of hedge effectiveness (the excluded components). The initial value of the excluded components of $1.0 billion as of March 31, 2022 will continue to be amortized into Interest expense over the remaining life of the hedging instruments. During the three and six months ended June 30, 2026 and June 30, 2025, the amortization of the initial value of the excluded component completely offset the amortization related to the amount remaining in Other comprehensive income related to cash flow hedges. See Note 9 for additional information. We estimate that $82 million will be amortized into Interest expense within the next 12 months. We also enter into undesignated cross currency swaps to mitigate our foreign currency and interest rate risk on our foreign currency denominated debt. We recognize gains and losses resulting from changes in the fair value of these swaps in Interest expense. Net Investment Hedges We have designated certain foreign currency debt instruments as net investment hedges to mitigate foreign exchange exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against changes in foreign exchange rates. In January 2026, we de-designated the existing net investment hedge and re-designated the same Euro-denominated note in a new net investment hedge including additional foreign subsidiaries. The notional amount of Euro-denominated debt designated as a net investment hedge was €750 million as of both June 30, 2026 and December 31, 2025. Treasury Rate Locks We enter into treasury rate locks designated as cash flow hedges to mitigate our interest rate risk on future transactions. We recognize gains and losses resulting from interest rate movements in Other comprehensive income. We also enter into undesignated treasury rate locks to mitigate our interest rate risk on future transactions. We recognize gains and losses resulting from interest rate movements in Interest expense. Undesignated Derivatives We also have the following derivative contracts which we use as economic hedges but for which we have elected not to apply hedge accounting. The following table summarizes the activity of our derivatives not designated in hedging relationships: | (dollars in millions) / Foreign Exchange Forwards: | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | --- | --- | | Notional value entered into | $1,620 | $1,990 | $3,175 | $3,980 | | Notional value settled | 1,610 | 1,990 | 3,145 | 3,870 | | Pre-tax gain (loss) recognized in Other income, net | (10) | 60 | (22) | 88 | | Cross Currency Swaps: | | | | | | Notional value entered into | — | — | 572 | — | | Notional value settled | — | — | — | — | | Pre-tax gain (loss) recognized in Interest expense | 10 | — | (11) | — | | Treasury Rate Locks: | | | | | | Notional value entered into | — | 1,000 | — | 1,250 | | Notional value settled | — | 1,000 | — | 1,250 | | Pre-tax loss recognized in Interest expense | — | (8) | — | (5) | | Variable Prepaid Forward: | | | | | | Notional value entered into | 422 | — | 422 | — | | Notional value settled | — | — | — | — | | Pre-tax loss recognized in Other income, net | (135) | — | (135) | — | Foreign Exchange Forwards We entered into Euro foreign exchange forwards to mitigate our foreign exchange rate risk related to non-functional currency denominated monetary assets and liabilities of international subsidiaries. Variable Prepaid Forward In May 2026, we entered into a VPF to mitigate market risk related to certain marketable equity securities and received a prepayment of approximately $358 million. The prepayment resulted in an other-than-insignificant financing element. As such, the cash flows related to the VPF will be classified within Cash flow from financing activities in the condensed consolidated statements of cash flows. As part of this arrangement, the Company has pledged the underlying marketable equity securities with a fair value of approximately $546 million as of June 30, 2026. Concentrations of Credit Risk Financial instruments that subject us to concentrations of credit risk consist primarily of temporary cash investments, short-term and long-term investments, trade receivables, including device payment plan agreement receivables, certain notes receivable, including lease receivables, and derivative contracts. Counterparties to our derivative contracts are major financial institutions with whom we have negotiated derivatives agreements (International Swaps and Derivatives Association master agreements) and credit support annex (CSA) agreements which provide rules for collateral exchange. The CSA agreements contain fixed cap amounts or rating based thresholds such that we or our counterparties may be required to hold or post collateral based upon changes in outstanding positions as compared to established thresholds or caps and changes in credit ratings. We do not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value. At both June 30, 2026 and December 31, 2025, we did not hold any collateral. At both June 30, 2026 and December 31, 2025, we posted $1.1 billion of collateral related to derivative contracts under collateral exchange agreements, which were recorded as Prepaid expenses and other in our condensed consolidated balance sheets. While we may be exposed to credit losses due to the nonperformance of our counterparties, we consider the risk remote and do not expect that any such nonperformance would result in a significant effect on our results of operations or financial condition due to our diversified pool of counterparties. Note 8. Employee Benefits We maintain non-contributory defined benefit pension plans for certain employees. In addition, we maintain postretirement health care and life insurance plans for certain retirees and their dependents, which are both contributory and non-contributory, and include a limit on our share of the cost for certain current and future retirees. In accordance with our accounting policy for pension and other postretirement benefits, operating expenses include service costs associated with pension and other postretirement benefits while other credits and/or charges based on actuarial assumptions, including projected discount rates, an estimated return on plan assets, and impact from health care trend rates are reported in Other income, net. These estimates are updated in the fourth quarter or upon a remeasurement event, to reflect actual return on plan assets and updated actuarial assumptions. The adjustment is recognized in the income statement during the fourth quarter and upon a remeasurement event pursuant to our accounting policy for the recognition of actuarial gains and losses. Net Periodic Benefit Cost (Income) The following table summarizes the components of net periodic benefit cost (income) related to our pension and postretirement health care and life insurance plans: _(dollars in millions)_ | Three Months Ended June 30, | Pension / 2026 | Pension / 2025 | Health Care and Life / 2026 | Health Care and Life / 2025 | | --- | --- | --- | --- | --- | | Service cost - Cost of services | $53 | $35 | $5 | $7 | | Service cost - Selling, general and administrative expense | — | 6 | — | 1 | | Service cost | $53 | $41 | $5 | $8 | | Amortization of prior service cost (credit) | $49 | $28 | $(31) | $(32) | | Expected return on plan assets | (184) | (134) | (7) | (7) | | Interest cost | 129 | 101 | 135 | 137 | | Remeasurement loss, net | — | 45 | — | — | | Other components | $(6) | $40 | $97 | $98 | | Total | $47 | $81 | $102 | $106 | _(dollars in millions)_ | Six Months Ended June 30, | Pension / 2026 | Pension / 2025 | Health Care and Life / 2026 | Health Care and Life / 2025 | | --- | --- | --- | --- | --- | | Service cost - Cost of services | $101 | $69 | $11 | $14 | | Service cost - Selling, general and administrative expense | — | 11 | — | 3 | | Service cost | $101 | $80 | $11 | $17 | | Amortization of prior service cost (credit) | $82 | $56 | $(62) | $(64) | | Expected return on plan assets | (361) | (268) | (14) | (14) | | Interest cost | 248 | 204 | 264 | 273 | | Remeasurement loss (gain), net | (18) | 45 | (219) | — | | Other components | $(49) | $37 | $(31) | $195 | | Total | $52 | $117 | $(20) | $212 | The service cost component of net periodic benefit cost (income) is recorded in Cost of services and Selling, general and administrative expense in the condensed consolidated statements of income while the other components, including mark-to-market adjustments, if any, are recorded in Other income, net. Severance Payments During the three and six months ended June 30, 2026, we paid severance benefits of $142 million and $1.1 billion, respectively, primarily related to separations in connection with the workforce reduction initiatives from the prior year. At June 30, 2026, we had a remaining severance liability of $959 million, a portion of which includes future contractual payments to employees separated as part of our workforce reduction initiatives. Employer Contributions During the three and six months ended June 30, 2026, we made an insignificant contribution to one of our qualified pension plans. During the three and six months ended June 30, 2025, we made a discretionary non-cash contribution to our qualified pension plans in the principal amount of $563 million. During the three and six months ended June 30, 2026 and June 30, 2025, we made insignificant contributions to our nonqualified pension plans. An additional insignificant required qualified pension plan contribution is expected through December 31, 2026. No significant changes are expected with respect to the nonqualified pension and other postretirement benefit plans contributions in 2026. 2026 Collective Bargaining Negotiations In March 2026, union members ratified the extension of our East collective bargaining agreements with the Communications Workers of America and the International Brotherhood of Electrical Workers for four years until August 3, 2030. During the three months ended March 31, 2026, amendments were made to certain pension and other postretirement benefit plans for certain union represented employees as a result of the collective bargaining negotiations. The plan amendments resulted in an increase in our defined benefit pension plan obligations of $546 million and an increase in our other postretirement benefit plan obligations of $56 million, which have been recorded as a decrease to Accumulated other comprehensive income of $451 million (net of taxes of $151 million). Remeasurement Gain, net During the three months ended March 31, 2026, we recorded a net pre-tax pension and benefits credit of $237 million in certain pension and postretirement benefit plans resulting from amendments to our collective bargaining agreements. This was primarily driven by a credit of $412 million due to an increase in our discount rate assumption used to determine the current year liabilities of certain plans from a weighted-average of 5.7% for the pension plans and 5.4% for the postretirement plans at December 31, 2025 to a weighted-average of 5.9% for the pension plans and 5.7% for the postretirement plans at March 31, 2026, partially offset by a charge of $175 million primarily resulting from the difference between our estimated and our actual return on certain pension plan assets. The net credit was recorded in Other income, net, in our condensed consolidated statements of income. Note 9. Equity and Accumulated Other Comprehensive Loss Equity Changes in the components of Total equity were as follows: | (dollars in millions, except per share amounts, and shares in thousands) | Three Months Ended June 30, / Shares | Three Months Ended June 30, 2026 / Amount | Three Months Ended June 30, / Shares | Three Months Ended June 30, 2025 / Amount | | --- | --- | --- | --- | --- | | Common Stock | | | | | | Balance at beginning of period | 4,291,434 | $429 | 4,291,434 | $429 | | Balance at end of period | 4,291,434 | 429 | 4,291,434 | 429 | | Additional Paid In Capital | | | | | | Balance at beginning of period | | 13,263 | | 13,415 | | Other | | (5) | | (3) | | Balance at end of period | | 13,258 | | 13,412 | | Retained Earnings | | | | | | Balance at beginning of period | | 96,824 | | 91,128 | | Net income attributable to Verizon | | 3,835 | | 5,003 | | Dividends declared ($0.7075, $0.6775 per share) | | (2,931) | | (2,856) | | Balance at end of period | | 97,728 | | 93,275 | | Accumulated Other Comprehensive Loss | | | | | | Balance at beginning of period attributable to Verizon | | (2,372) | | (1,489) | | Foreign currency translation adjustments | | 8 | | 76 | | Unrealized gain (loss) on cash flow hedges | | 23 | | (21) | | Unrealized gain (loss) on fair value hedges | | 542 | | (39) | | Unrealized gain on marketable securities | | 1 | | — | | Defined benefit pension and postretirement plans | | 14 | | (2) | | Other comprehensive income | | 588 | | 14 | | Balance at end of period attributable to Verizon | | (1,784) | | (1,475) | | Treasury Stock | | | | | | Balance at beginning of period | (115,874) | (5,335) | (75,178) | (3,295) | | Shares purchased | (21,289) | (1,000) | — | — | | Employee plans | 505 | 23 | 70 | 3 | | Balance at end of period | (136,658) | (6,312) | (75,108) | (3,292) | | Deferred Compensation-ESOPs and Other | | | | | | Balance at beginning of period | | 500 | | 534 | | Restricted stock equity grant | | 188 | | 183 | | Amortization | | (87) | | (3) | | Balance at end of period | | 601 | | 714 | | Noncontrolling Interests | | | | | | Balance at beginning of period | | 1,313 | | 1,315 | | Total comprehensive income | | 114 | | 118 | | Distributions and other | | (151) | | (135) | | Balance at end of period | | 1,276 | | 1,298 | | Total Equity | | $105,196 | | $104,361 | | (dollars in millions, except per share amounts, and shares in thousands) | Six Months Ended June 30, / Shares | Six Months Ended June 30, 2026 / Amount | Six Months Ended June 30, / Shares | Six Months Ended June 30, 2025 / Amount | | --- | --- | --- | --- | --- | | Common Stock | | | | | | Balance at beginning of period | 4,291,434 | $429 | 4,291,434 | $429 | | Balance at end of period | 4,291,434 | 429 | 4,291,434 | 429 | | Additional Paid In Capital | | | | | | Balance at beginning of period | | 13,372 | | 13,466 | | Other | | (114) | | (54) | | Balance at end of period | | 13,258 | | 13,412 | | Retained Earnings | | | | | | Balance at beginning of period | | 94,744 | | 89,110 | | Net income attributable to Verizon | | 8,880 | | 9,882 | | Dividends declared ($1.4150, $1.3550 per share) | | (5,896) | | (5,717) | | Balance at end of period | | 97,728 | | 93,275 | | Accumulated Other Comprehensive Loss | | | | | | Balance at beginning of period attributable to Verizon | | (1,727) | | (923) | | Foreign currency translation adjustments | | (20) | | 143 | | Unrealized gain on cash flow hedges | | 46 | | — | | Unrealized gain (loss) on fair value hedges | | 354 | | (692) | | Unrealized gain (loss) on marketable securities | | (2) | | 1 | | Defined benefit pension and postretirement plans | | (435) | | (4) | | Other comprehensive loss | | (57) | | (552) | | Balance at end of period attributable to Verizon | | (1,784) | | (1,475) | | Treasury Stock | | | | | | Balance at beginning of period | (74,258) | (3,255) | (81,753) | (3,583) | | Shares purchased | (72,047) | (3,500) | — | — | | Employee plans | 9,647 | 443 | 6,645 | 291 | | Balance at end of period | (136,658) | (6,312) | (75,108) | (3,292) | | Deferred Compensation-ESOPs and Other | | | | | | Balance at beginning of period | | 897 | | 738 | | Restricted stock equity grant | | 329 | | 374 | | Amortization | | (625) | | (398) | | Balance at end of period | | 601 | | 714 | | Noncontrolling Interests | | | | | | Balance at beginning of period | | 1,281 | | 1,338 | | Total comprehensive income | | 215 | | 222 | | Distributions and other | | (220) | | (262) | | Balance at end of period | | 1,276 | | 1,298 | | Total Equity | | $105,196 | | $104,361 | Common Stock On January 30, 2026, the Board of Directors of the Company authorized a share repurchase program for up to $25 billion of our common stock. The program will terminate when the aggregate consideration paid to purchase shares of our common stock reaches $25 billion, exclusive of any fees, commissions or other expenses, or a new share repurchase plan superseding the current plan is authorized, whichever is sooner. Under the program, shares may be repurchased in privately negotiated transactions, on the open market, or otherwise, including through plans complying with Rule 10b5-1 or Rule 10b-18 under the Exchange Act. The timing and number of shares purchased under the program, if any, will depend on prevailing stock prices, general economic and market conditions, and other considerations. The share repurchase program does not obligate us to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time at our discretion. In February 2026, we entered into ASR agreements with certain financial institution counterparties to repurchase shares of our common stock in exchange for an upfront payment of $2.5 billion and received an initial delivery of 45,116,772 shares of common stock using a reference price of $47.10. In March 2026, these ASR transactions were completed, and we received an additional 5,641,251 shares. This resulted in a total of 50,758,023 shares repurchased under the ASR agreements at an average repurchase price of $49.25, not including related excise tax. In April 2026, we entered into an ASR agreement with a certain financial institution counterparty to repurchase shares of our common stock in exchange for an upfront payment of $1.0 billion and received an initial delivery of 17,993,226 shares of common stock using a reference price of $47.24. In June 2026, the ASR transaction was completed, and we received an additional 3,296,217 shares. This resulted in a total of 21,289,443 shares repurchased under the ASR agreement at an average repurchase price of $46.97, not including related excise tax. For the six months ended June 30, 2026, we repurchased a total of 72,047,466 shares for an aggregate payment of $3.5 billion. All shares received under the ASR agreements were excluded from the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share from the date the respective shares were received by the Company and classified as treasury shares. At June 30, 2026, the maximum remaining aggregate consideration that could be paid by or on behalf of Verizon under our share repurchase program was $21.5 billion. Common stock has been used from time to time to satisfy some of the funding requirements of employee and shareholder plans, including 9.6 million shares of common stock issued from treasury stock during the six months ended June 30, 2026. Accumulated Other Comprehensive Loss The changes in the balances of Accumulated other comprehensive loss by component were as follows: | (dollars in millions) | Foreign currency translation adjustments | Unrealized gain (loss) on cash flow hedges | Unrealized gain (loss) on fair value hedges | Unrealized loss on marketable securities | Defined benefit pension and postretirement plans | Total | | --- | --- | --- | --- | --- | --- | --- | | Balance at January 1, 2026 | $(607) | $(989) | $(328) | — | $197 | $(1,727) | | Excluded components recognized in other comprehensive income | — | — | 386 | — | — | 386 | | Other comprehensive loss | (20) | — | — | (2) | (452) | (474) | | Amounts reclassified to net income | — | 46 | (32) | — | 17 | 31 | | Net other comprehensive income (loss) | (20) | 46 | 354 | (2) | (435) | (57) | | Balance at June 30, 2026 | $(627) | $(943) | $26 | $(2) | $(238) | $(1,784) | The amounts presented above in Net other comprehensive income (loss) are net of taxes. The amounts reclassified to net income related to unrealized gain (loss) on cash flow hedges and unrealized gain (loss) on fair value hedges in the table above are included in Other income, net and Interest expense in our condensed consolidated statements of income. See Note 7 for additional information. The amounts reclassified to net income related to unrealized loss on marketable securities and defined benefit pension and postretirement plans in the table above are included in Other income, net in our condensed consolidated statements of income. See Note 8 for additional information. Note 10. Segment Information Reportable Segments We have two reportable segments that we operate and manage as strategic business units, Consumer and Business. We measure and evaluate our reportable segments based on segment operating income, consistent with the chief operating decision maker's (CODM) assessment of segment performance. The Company's CODM is the Chief Executive Officer. The CODM uses segment operating income to allocate resources (including employees, financial or capital resources) and to assess performance during the monthly and quarterly financial strategic review process. When assessing segment performance and how to allocate resources, the CODM focuses on evaluating whether revenues generated are sufficient to cover variable and fixed costs with an appropriate return on investment. Key decisions considered by the CODM using segment operating income include prioritization and timing of changes to network technologies, allocation of capital expenditures based on the Company's priorities, geographic expansion of wireline and wireless networks, establishment of key financial and operational targets, pricing decisions, branding matters and people management. Our segments and their principal activities consist of the following: Segment Description Verizon Consumer Group Our Consumer segment provides consumer-focused wireless and wireline communication services and products. Our wireless services are provided across one of the most extensive wireless networks in the U.S. under the Verizon family of brands and through wholesale and other arrangements. We also provide fixed wireless access (FWA) broadband through our 5G or 4G LTE networks as an alternative to traditional landline internet access. Our wireline services are provided in 31 U.S. states and Washington D.C. over our 100% fiber-optic network through our fiber product portfolio, as well as over a traditional copper-based network. Verizon Business Group Our Business segment provides wireless and wireline communication services and products, including mobility communication services, FWA and wireline broadband, Internet of Things (IoT) connectivity solutions, advanced communication services, corporate networking solutions, local and long distance voice services, and security and managed network services. We provide these products and services to businesses, public sector customers and wireless and wireline carriers across the U.S. and a subset of these products and services to customers around the world. Our Consumer segment's wireless and wireline products and services are available to our retail customers, as well as resellers that purchase wireless network access from us on a wholesale basis. Our Business segment's wireless and wireline products and services are available to our enterprise and public sector, small and medium business, and wholesale customers. Beginning in the first quarter of 2026, Verizon is reporting Consumer and Business revenue disaggregated by products and services as follows: Mobility and broadband service revenue, Wireless equipment revenue and Other revenue. Corporate and other primarily includes device insurance programs, investments in unconsolidated businesses and development stage businesses that support our strategic initiatives, as well as unallocated corporate expenses, certain pension and other employee benefit related costs and interest and financing expenses. Corporate and other also includes the results of divested businesses and businesses held for sale, as well as other adjustments and gains and losses that are not allocated or used in assessing segment performance due to their nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses from these transactions that are not individually significant are included in segment results and therefore included in the CODM's assessment of segment performance. In the second quarter of 2026, the net assets representing the Verizon Contributed Business were classified as assets and liabilities held for sale and moved from the Business segment to Corporate and other. Where applicable, historical segment results have been reclassified to conform to the current period presentation. The following table provides operating financial information for our two reportable segments: | (dollars in millions) | 2026 / Consumer | 2026 / Business | 2026 / Total Reportable Segments | Three Months Ended June 30, 2025 / Consumer | Three Months Ended June 30, 2025 / Business | Three Months Ended June 30, 2025 / Total Reportable Segments | | --- | --- | --- | --- | --- | --- | --- | | External Operating Revenues | | | | | | | | Mobility and broadband service(1) | $19,563 | $3,721 | $23,284 | $18,928 | $3,726 | $22,654 | | Wireless equipment | 4,178 | 846 | 5,024 | 5,369 | 886 | 6,255 | | Other(2)(6) | 2,427 | 2,581 | 5,008 | 2,277 | 2,354 | 4,631 | | Intersegment revenues | 74 | 7 | 81 | 74 | 7 | 81 | | Total Operating Revenues(6) | 26,242 | 7,155 | 33,397 | 26,648 | 6,973 | 33,621 | | Operating Expenses(3) | | | | | | | | Cost of wireless equipment | 4,658 | 1,203 | 5,861 | 5,806 | 1,201 | 7,007 | | Centrally managed network and shared service costs(4)(6) | 4,580 | 2,228 | 6,808 | 4,488 | 2,276 | 6,764 | | Depreciation and amortization expense(6) | 3,787 | 1,091 | 4,878 | 3,582 | 998 | 4,580 | | Other segment expenses(5)(6) | 5,185 | 1,642 | 6,827 | 5,129 | 1,774 | 6,903 | | Total Operating Expenses(6) | 18,210 | 6,164 | 24,374 | 19,005 | 6,249 | 25,254 | | Operating Income(6) | $8,032 | $991 | $9,023 | $7,643 | $724 | $8,367 | (1) Mobility and broadband service revenue primarily includes revenue from mobility communication services, FWA broadband, Fios internet and other fiber-based services. (2) Other revenue primarily includes revenue from wireline products that provide legacy voice, video and data solutions, as well as broadband solutions over a traditional copper-based network. Other revenue also includes fees that partially recover the direct and indirect costs of complying with regulatory and industry obligations and programs, leasing and interest recognized when equipment is sold to the customer by an authorized agent under a device payment plan agreement. (3) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown. (4) Centrally managed network and shared service costs include costs for network and leased assets, supply chain and other centralized services that are allocated to our Consumer and Business segments based on proportionate usage of services. (5) Other segment expenses for each reportable segment include certain personnel, digital content, sales-related, overhead, other direct and operating costs. (6) Historical Business segment results have been reclassified to conform to the current period presentation. See Note 3 for additional information. | (dollars in millions) | 2026 / Consumer | 2026 / Business | 2026 / Total Reportable Segments | Six Months Ended June 30, 2025 / Consumer | Six Months Ended June 30, 2025 / Business | Six Months Ended June 30, 2025 / Total Reportable Segments | | --- | --- | --- | --- | --- | --- | --- | | External Operating Revenues | | | | | | | | Mobility and broadband service(1) | $38,671 | $7,402 | $46,073 | $37,655 | $7,436 | $45,091 | | Wireless equipment | 9,002 | 1,703 | 10,705 | 9,901 | 1,752 | 11,653 | | Other(2)(6) | 4,876 | 5,166 | 10,042 | 4,562 | 4,773 | 9,335 | | Intersegment revenues | 146 | 14 | 160 | 148 | 14 | 162 | | Total Operating Revenues(6) | 52,695 | 14,285 | 66,980 | 52,266 | 13,975 | 66,241 | | Operating Expenses(3) | | | | | | | | Cost of wireless equipment | 9,961 | 2,405 | 12,366 | 10,718 | 2,395 | 13,113 | | Centrally managed network and shared service costs(4)(6) | 9,020 | 4,473 | 13,493 | 9,042 | 4,574 | 13,616 | | Depreciation and amortization expense(6) | 7,517 | 2,140 | 9,657 | 7,125 | 1,987 | 9,112 | | Other segment expenses(5)(6) | 10,451 | 3,320 | 13,771 | 10,314 | 3,549 | 13,863 | | Total Operating Expenses(6) | 36,949 | 12,338 | 49,287 | 37,199 | 12,505 | 49,704 | | Operating Income(6) | $15,746 | $1,947 | $17,693 | $15,067 | $1,470 | $16,537 | (1) Mobility and broadband service revenue primarily includes revenue from mobility communication services, FWA broadband, Fios internet and other fiber-based services. (2) Other revenue primarily includes revenue from wireline products that provide legacy voice, video and data solutions, as well as broadband solutions over a traditional copper-based network. Other revenue also includes fees that partially recover the direct and indirect costs of complying with regulatory and industry obligations and programs, leasing and interest recognized when equipment is sold to the customer by an authorized agent under a device payment plan agreement. (3) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown. (4) Centrally managed network and shared service costs include costs for network and leased assets, supply chain and other centralized services that are allocated to our Consumer and Business segments based on proportionate usage of services. (5) Other segment expenses for each reportable segment include certain personnel, digital content, sales-related, overhead, other direct and operating costs. (6) Historical Business segment results have been reclassified to conform to the current period presentation. See Note 3 for additional information. Reconciliation to Consolidated Financial Information The reconciliation of segment operating revenues and operating income to consolidated operating revenues and operating income below includes the effects of special items that the CODM does not consider in assessing segment performance, primarily because of their nature. A reconciliation of the reportable segments' operating revenues to consolidated operating revenues is as follows: | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | --- | --- | | Total reportable segments operating revenues(1) | $33,397 | $33,621 | $66,980 | $66,241 | | Corporate and other(1) | 936 | 965 | 1,872 | 1,909 | | Eliminations | (80) | (82) | (159) | (161) | | Total consolidated operating revenues | $34,253 | $34,504 | $68,693 | $67,989 | (1) Historical segment results have been reclassified to conform to the current period presentation. See Note 3 for additional information. A reconciliation of the total reportable segments' operating income to consolidated income before provision for income taxes is as follows: | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | --- | --- | | Total reportable segments operating income(1) | $9,023 | $8,367 | $17,693 | $16,537 | | Corporate and other(1) | (280) | (187) | (433) | (371) | | Other components of net periodic benefit charges (Note 8) | (28) | (8) | (42) | (16) | | Severance charges | (397) | — | (397) | — | | Acquisition and integration related charges | (135) | — | (396) | — | | Asset rationalization | (258) | — | (258) | — | | Loss on disposition of business | (746) | — | (746) | — | | Total consolidated operating income | 7,179 | 8,172 | 15,421 | 16,150 | | Equity in earnings (losses) of unconsolidated businesses | 44 | (3) | 49 | 3 | | Other income, net | 36 | 79 | 513 | 200 | | Interest expense | (1,985) | (1,639) | (3,925) | (3,271) | | Income Before Provision For Income Taxes | $5,274 | $6,609 | $12,058 | $13,082 | (1) Historical segment results have been reclassified to conform to the current period presentation. See Note 3 for additional information. No single customer accounted for more than 10% of our total operating revenues during the three and six months ended June 30, 2026 or 2025. The CODM does not review disaggregated assets on a segment basis; therefore, such information is not presented. Depreciation and amortization included in the measure of segment profitability is primarily allocated based on proportional usage, and is included within Total reportable segments operating income. Note 11. Additional Financial Information We maintain a voluntary supplier finance program with a financial institution which provides certain suppliers the option, at their sole discretion, to participate in the program and sell their receivables due from Verizon to the financial institution on a non-recourse basis. As of June 30, 2026 and December 31, 2025, $491 million and $723 million, respectively, remained as confirmed obligations outstanding related to suppliers participating in the supplier finance program. Note 12. Commitments and Contingencies In the ordinary course of business, Verizon is involved in various litigation and regulatory proceedings at the state and federal level. Where it is determined, in consultation with counsel based on litigation and settlement risks, that a loss is probable and estimable in a given matter, Verizon establishes an accrual. In none of the currently pending matters is the amount of accrual material. An estimate of the reasonably possible loss or range of loss in excess of the amounts already accrued cannot be made at this time due to various factors typical in contested proceedings, including: (1) uncertain damage theories and demands; (2) a less than complete factual record; (3) uncertainty concerning legal theories and their resolution by courts or regulators; and (4) the unpredictable nature of the opposing party and its demands. We continuously monitor these proceedings as they develop and adjust any accrual or disclosure as needed. We do not expect that the ultimate resolution of any pending regulatory or legal matter in future periods will have a material effect on our financial condition, but it could have a material effect on our results of operations for a given reporting period. Verizon is currently involved in numerous federal district court actions alleging that Verizon is infringing various patents. Most of these cases are brought by non-practicing entities and effectively seek only monetary damages; a small number are brought by companies that have sold products and could seek injunctive relief as well. These cases have progressed to various stages and a small number may have gone to trial or may go to trial in the coming 12 months if they are not otherwise resolved. In connection with the execution of agreements for the sales of businesses and investments, Verizon ordinarily provides representations and warranties to the purchasers pertaining to a variety of nonfinancial matters, such as ownership of the securities being sold, as well as indemnity from certain financial losses. From time to time, counterparties may make claims under these provisions, and Verizon will seek to defend against those claims and resolve them in the ordinary course of business. As of June 30, 2026, Verizon had 29 renewable energy purchase agreements (REPAs) with third parties. Each of the REPAs is based on the expected operation of a renewable energy-generating facility and has a fixed price term of 12 to 20 years from the commencement of the facility's entry into commercial operation. Twenty-two of the facilities have entered into commercial operation, and the remainder are under development. The REPAs generally are expected to be financially settled based on the prevailing market price as energy is generated by the facilities. ## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview Verizon Communications Inc. (the Company) is a holding company that, acting through its subsidiaries (together with the Company, collectively, Verizon), is one of the world's leading providers of communications, technology, information and streaming products and services to consumers, businesses and government entities. With a presence around the world, we offer data, video and voice services and solutions on our networks and platforms that are designed to meet customers’ demand for mobility, reliable network connectivity and security. To compete effectively in today’s dynamic marketplace, we are focused on delivering what customers want and need in the digital world by offering innovative products and services, delivering excellent customer experience, and leveraging the capabilities of our high-performing networks. Highlights of Our Financial Results for the Three Months Ended June 30, 2026 and 2025 (dollars in millions) Highlights of Our Financial Results for the Six Months Ended June 30, 2026 and 2025 (dollars in millions) Business Overview We have two reportable segments that we operate and manage as strategic business units - Verizon Consumer Group (Consumer) and Verizon Business Group (Business). Revenue by Segment for the Three Months Ended June 30, 2026 and 2025 Revenue by Segment for the Six Months Ended June 30, 2026 and 2025 ——— Note: Excludes eliminations. Verizon Consumer Group Our Consumer segment provides consumer-focused wireless and wireline communication services and products. Our wireless services are provided across one of the most extensive wireless networks in the United States (U.S.) under the Verizon family of brands and through wholesale and other arrangements. We also provide fixed wireless access (FWA) broadband through our 5G or 4G LTE networks as an alternative to traditional landline internet access. Our wireline services are provided in 31 U.S. states and Washington D.C. over our 100% fiber-optic network through our fiber product portfolio, as well as over a traditional copper-based network. Customers can obtain our wireless services on a postpaid or prepaid basis. Postpaid customers are qualified retail customers that we service and manage on our networks primarily under the Verizon brand. Prepaid customers are exclusively Consumer retail customers who obtain wireless connectivity by paying for services in advance. The Consumer segment also offers several categories of wireless equipment to customers, including a variety of smartphones and other handsets, wireless-enabled internet devices, such as tablets, and other wireless-enabled connected devices, such as smart watches. In addition to wireless services and equipment for retail customers, the Consumer segment sells residential fixed connectivity solutions, including internet, video and voice services, and wireless network access to resellers on a wholesale basis. The Consumer segment's operating revenues for the three and six months ended June 30, 2026 totaled $26.2 billion and $52.7 billion, respectively, representing a decrease of 1.5% and an increase of 0.8%, respectively, compared to the similar periods in 2025. See "Segment Results of Operations" for additional information regarding our Consumer segment’s operating performance. Verizon Business Group Our Business segment provides wireless and wireline communication services and products, including mobility communication services, FWA and wireline broadband, Internet of Things (IoT) connectivity solutions, advanced communication services, corporate networking solutions, local and long distance voice services, and security and managed network services. We provide these products and services to businesses, public sector customers and wireless and wireline carriers across the U.S. and a subset of these products and services to customers around the world. The Business segment's operating revenues for the three and six months ended June 30, 2026 totaled $7.2 billion and $14.3 billion, respectively, representing an increase of 2.6% and 2.2%, respectively, compared to the similar periods in 2025. See "Segment Results of Operations" for additional information regarding our Business segment’s operating performance. Corporate and Other Corporate and other primarily includes device insurance programs, investments in unconsolidated businesses and development stage businesses that support our strategic initiatives, as well as unallocated corporate expenses, certain pension and other employee benefit related costs and interest and financing expenses. Corporate and other also includes the results of divested businesses and businesses held for sale, as well as other adjustments and gains and losses that are not allocated or used in assessing segment performance due to their nature. Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings. Gains and losses from these transactions that are not individually significant are included in segment results and therefore are included in the chief operating decision maker's (CODM) assessment of segment performance. See "Consolidated Results of Operations" for additional information regarding Corporate and other results. Capital Expenditures and Investments Our strategy requires significant capital investments primarily to invest in and deploy fiber, acquire wireless spectrum, put the spectrum into service, provide additional capacity for growth in our networks, evolve and maintain our networks and develop and maintain significant advanced information technology systems and data system capabilities. During the six months ended June 30, 2026, these investments included $8.2 billion for capital expenditures. See "Cash Flows Used in Investing Activities" for additional information. Capital expenditures for 2026 are expected to be within the range of $16.0 billion to $16.5 billion. Global Networks and Technology We design, build and operate networks to provide connectivity and related services meeting the needs of our diverse customers, including consumers, businesses, government organizations, first responders, and educational institutions. We have a portfolio of spectrum holdings, including C-Band and millimeter wave spectrum, and are constantly transforming our networks by leveraging innovation and new technologies to deliver improved network performance and efficiency. Our networks leverage advanced technologies, including 5G wireless, fiber-based transport, cloud infrastructures, artificial intelligence (AI) and automation, private networks and IP routing solutions. We are using the benefits of cloud computing and storage to virtualize aspects of our network infrastructure. We are densifying our networks by utilizing macro and small cell technology, in-building solutions and distributed antenna systems to increase coverage, improve quality of service and add capacity to accommodate an increasing number of users. Recent Developments On May 14, 2026, Verizon entered into an agreement in principle with AT&T Inc. and T-Mobile US, Inc., to form a new joint venture which aims to help end wireless dead zones in the U.S., including in rural areas, by pooling limited spectrum resources to increase capacity, improve the customer experience, and help satellite providers reach more customers through a unified platform. This initiative is expected to extend mobile connectivity for wireless customers through joint investment in using satellite-based, direct-to-device technologies to address coverage gaps, especially in unserved and underserved communities. The joint venture remains subject to negotiating definitive agreements between the parties and satisfying customary closing conditions. On June 28, 2026, the Company entered into a transaction agreement (the Transaction Agreement) with BT Group plc (BT) and Jasper NewCo Limited (NewCo), pursuant to which the Company and BT will each acquire a 50% equity interest in NewCo. Closing of the transaction is subject to customary regulatory approvals and other closing conditions. See "Acquisitions and Divestitures" below for additional information. Consolidated Results of Operations In this section, we discuss our overall results of operations and highlight special items, some of which are not included in our segment results. In "Segment Results of Operations" we review the performance of our two reportable segments in more detail. During the first quarter of 2026, Verizon revised its presentation of revenue reporting for its reportable segments - Consumer and Business. Accordingly, beginning in the first quarter of 2026, Verizon is reporting Consumer and Business revenue disaggregated by products and services as follows: Mobility and broadband service revenue, Wireless equipment revenue and Other revenue. In the first quarter of 2026, Verizon also made changes to the presentation of certain operating metrics, and going forward will only report operating metrics on a consolidated basis. In the second quarter of 2026, the net assets representing Verizon's international wireline connectivity and managed network services business (the Verizon Contributed Business) were classified as assets and liabilities held for sale and moved from the Business segment to Corporate and other. Where applicable, historical segment results have been reclassified to conform to the current period presentation. See Note 3 to the condensed consolidated financial statements for additional information. Consolidated Operating Revenues | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase/(Decrease) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase/(Decrease) | | --- | --- | --- | --- | --- | --- | --- | | Consumer | $26,242 | $26,648 | $(1.5)% | $52,695 | $52,266 | $0.8% | | Business | 7,155 | 6,973 | 2.6 | 14,285 | 13,975 | 2.2 | | Corporate and other | 936 | 965 | (3.0) | 1,872 | 1,909 | (1.9) | | Eliminations | (80) | (82) | (2.4) | (159) | (161) | (1.2) | | Consolidated Operating Revenues | $34,253 | $34,504 | $(0.7) | $68,693 | $67,989 | $1.0 | Consolidated operating revenues decreased during the three months ended June 30, 2026 compared to the similar period in 2025 primarily due to a revenue decrease in our Consumer segment, partially offset by a revenue increase in our Business segment. Consolidated operating revenues increased during the six months ended June 30, 2026 compared to the similar period in 2025 primarily due to revenue increases in our Consumer and Business segments. Revenues for our segments are discussed separately below under the heading "Segment Results of Operations." Consolidated Operating Expenses | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase/(Decrease) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase/(Decrease) | | --- | --- | --- | --- | --- | --- | --- | | Cost of services | $7,225 | $6,878 | $5.0% | $14,392 | $13,828 | $4.1% | | Cost of wireless equipment | 5,859 | 7,007 | (16.4) | 12,365 | 13,113 | (5.7) | | Selling, general and administrative expense | 8,982 | 7,812 | 15.0 | 16,615 | 15,686 | 5.9 | | Depreciation and amortization expense | 5,008 | 4,635 | 8.0 | 9,900 | 9,212 | 7.5 | | Consolidated Operating Expenses | $27,074 | $26,332 | $2.8 | $53,272 | $51,839 | $2.8 | Operating expenses for our segments are discussed separately below under the heading "Segment Results of Operations." Cost of Services Cost of services includes the following costs directly attributable to a service: salaries and wages, benefits, materials and supplies, content costs, contracted services, network access and transport costs, customer provisioning costs, computer systems support and costs to support our outsourcing contracts and technical facilities. Aggregate customer service costs, which include billing and service provisioning, are allocated between Cost of services and Selling, general and administrative expense. Cost of services increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025. The increase during the three months ended June 30, 2026 was primarily as a result of: - an increase of $199 million in personnel costs mainly driven by an increase in employee headcount following the acquisition of Frontier Communications Parent, Inc. (Frontier); - an increase of $109 million in digital content costs primarily associated with an increase in subscriptions through plan offerings and the inclusion of Frontier results, partially offset by a decrease in traditional linear content costs related to lower Fios video volumes; - an increase of $79 million in building and facility costs primarily due to maintaining additional buildings and facilities associated with the acquisition of Frontier in 2026 along with higher utility rates; - an increase of $58 million related to asset rationalization charges taken in 2026; and - a decrease of $164 million in access costs primarily related to cessation of certain third-party provider costs along with a decrease in circuit usage. The increase during the six months ended June 30, 2026 was primarily as a result of: - an increase of $373 million in personnel costs driven by an increase in employee headcount following the acquisition of Frontier; - an increase of $193 million in building and facility costs primarily due to maintaining additional buildings and facilities associated with the acquisition of Frontier in 2026 along with higher utility rates; - an increase of $147 million in digital content costs primarily associated with an increase in subscriptions through plan offerings and the inclusion of Frontier results, partially offset by a decrease in traditional linear content costs related to lower Fios video volumes; - an increase of $58 million related to asset rationalization charges taken in 2026; and - a decrease of $247 million in access costs primarily related to cessation of certain third-party provider costs along with a decrease in circuit usage. Cost of Wireless Equipment Cost of wireless equipment decreased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025. The decrease during the three months ended June 30, 2026 was primarily due to a decrease of $1.1 billion driven by a lower volume of wireless devices sold primarily related to a strategic decrease in upgrades. The decrease during the six months ended June 30, 2026 was primarily as a result of: - a decrease of $1.0 billion driven by a lower volume of wireless devices sold primarily related to a strategic decrease in upgrades; and - an increase of $270 million driven by a shift to higher priced equipment in the mix of wireless devices sold. Selling, General and Administrative Expense Selling, general and administrative expense includes salaries and wages and benefits not directly attributable to a service or product, the provision for credit losses, taxes other than income taxes, advertising and sales commission costs, call center and information technology costs, regulatory fees, professional service fees, rent and utilities for administrative space and device insurance program costs. Also included is a portion of the aggregate customer care costs as discussed above in "Cost of Services." Selling, general and administrative expense increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025. The increase during the three months ended June 30, 2026 was primarily as a result of: - the $746 million net loss in connection with the classification of the assets and liabilities representing Verizon's international wireline connectivity and managed network services business as assets and liabilities held for sale; - an increase of $397 million due to severance charges related to our workforce reduction initiatives; - an increase of $200 million related to asset rationalization charges taken in 2026; - an increase of $135 million related to acquisition and integration related charges recorded in 2026 primarily associated with the acquisition of Frontier; and - a decrease of $193 million in advertising costs related to various marketing campaigns in the first half of 2025 that did not reoccur. The increase during the six months ended June 30, 2026 was primarily as a result of: - the $746 million net loss in connection with the classification of the assets and liabilities representing Verizon's international wireline connectivity and managed network services business as assets and liabilities held for sale; - an increase of $397 million due to severance charges related to our workforce reduction initiatives; - an increase of $396 million related to acquisition and integration related charges recorded in 2026 primarily associated with the acquisition of Frontier; - an increase of $200 million related to asset rationalization charges taken in 2026; and - a decrease of $475 million in advertising costs related to various marketing campaigns in the first half of 2025 that did not reoccur. See "Special Items" for additional information on the net loss on disposition of business, severance charges, the acquisition and integration related charges and the asset rationalization charges. Depreciation and Amortization Expense Depreciation and amortization expense increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily due to the change in the mix of net depreciable and amortizable assets, including the impact of depreciable assets acquired as part of the Frontier acquisition. Consolidated Operating Statistics To aid in the understanding of our performance, management uses the following operating statistics to evaluate the overall effectiveness of our business. We believe these operating statistics are useful to investors and other users of our financial information because they provide additional insight into drivers of our operating results, key trends and performance relative to our peers. These operating statistics may be determined or calculated differently by other companies and may not be directly comparable to those statistics of other companies. Wireless retail connections are retail customer device postpaid and prepaid connections as of the end of the period. Wireless retail connections under an account may include those from smartphones and basic phones (collectively, phones), postpaid and prepaid FWA, as well as tablets and other internet devices, wearables and retail IoT devices. Wireless retail connections are calculated by adding total retail postpaid and prepaid new connections in the period to prior period retail connections, and subtracting total retail postpaid and prepaid disconnects in the period. Wireless retail postpaid connections are retail postpaid customer device connections as of the end of the period. Wireless retail postpaid connections under an account may include those from phones, postpaid FWA, as well as tablets and other internet devices, wearables and retail IoT devices. Wireless retail postpaid connections are calculated by adding retail postpaid new connections in the period to prior period retail postpaid connections, and subtracting retail postpaid disconnects in the period. Wireless retail postpaid phone connections are retail postpaid customer phone connections as of the end of the period. Wireless retail postpaid phone connections under an account include those from smartphones and basic phones. Wireless retail postpaid phone connections are calculated by adding retail postpaid phone new connections in the period to prior period retail postpaid phone connections, and subtracting retail postpaid phone disconnects in the period. Wireless retail core prepaid connections are wireless retail prepaid customer device connections, excluding our SafeLink brand, as of the end of the period. Wireless retail core prepaid connections may include those from phones, prepaid FWA, as well as tablets and other internet devices, and wearables. Wireless retail core prepaid connections are calculated by adding retail core prepaid new connections in the period to prior period retail core prepaid connections, and subtracting retail core prepaid disconnects in the period. Wireless retail core prepaid phone connections are retail prepaid customer phone connections, excluding our SafeLink brand, as of the end of the period. Wireless retail core prepaid phone connections include those from smartphones and basic phones. Wireless retail core prepaid phone connections are calculated by adding retail core prepaid phone new connections in the period to prior period retail core prepaid phone connections, and subtracting retail core prepaid phone disconnects in the period. Fiber broadband connections are the total number of connections to the internet using fiber broadband services (which exclude solutions provided over a traditional copper-based network) as of the end of the period. Fiber broadband connections are calculated by adding fiber broadband new connections in the period to prior period fiber broadband connections, and subtracting fiber broadband disconnects in the period. FWA broadband connections are the total number of postpaid and prepaid connections to the internet through our 5G or 4G LTE wireless networks as of the end of the period, including postpaid, prepaid and IoT FWA. FWA broadband connections are calculated by adding FWA broadband new connections in the period to prior period FWA broadband connections, and subtracting FWA broadband disconnects in the period. Total broadband connections are the total number of connections to the internet using fiber broadband and FWA broadband services as of the end of the period. Total broadband connections are calculated by adding total broadband new connections in the period to prior period total broadband connections, and subtracting total broadband disconnects in the period. Wireless retail connections, net additions are the total number of additional retail customer device postpaid and prepaid connections, less the number of device disconnects in the period. Wireless retail connections, net additions in each period presented are calculated by subtracting the total retail postpaid and prepaid disconnects from the total retail postpaid and prepaid new connections in the period. Wireless retail postpaid connections, net additions are the total number of additional retail customer device postpaid connections, less the number of device disconnects in the period. Wireless retail postpaid connections, net additions in each period presented are calculated by subtracting the retail postpaid disconnects from the retail postpaid new connections in the period. Wireless retail postpaid phone connections, net additions are the total number of additional retail customer postpaid phone connections, less the number of postpaid phone disconnects in the period. Wireless retail postpaid phone connections, net additions in each period presented are calculated by subtracting the retail postpaid phone disconnects from the retail postpaid phone new connections in the period. Wireless retail core prepaid connections, net additions are the total number of additional retail customer device core prepaid connections, less the number of device disconnects in the period. Wireless retail core prepaid connections, net additions in each period presented are calculated by subtracting the retail core prepaid disconnects from the retail core prepaid new connections in the period. Wireless retail core prepaid phone connections, net additions are the total number of additional retail customer core prepaid phone connections, less the number of phone disconnects in the period. Wireless retail core prepaid phone connections, net additions in each period presented are calculated by subtracting the retail core prepaid phone disconnects from the retail core prepaid phone new connections in the period. Fiber broadband connections, net additions are the total number of additional fiber broadband connections, less the number of fiber broadband disconnects in the period. Fiber broadband connections, net additions are calculated by subtracting the fiber broadband disconnects from the fiber broadband new connections in the period. FWA broadband connections, net additions are the total number of additional FWA broadband connections, less the number of FWA broadband disconnects in the period. FWA broadband connections, net additions in each period presented are calculated by subtracting the FWA broadband disconnects from the FWA broadband new connections in the period. Total broadband connections, net additions are the total number of additional total broadband connections, less the number of total broadband disconnects in the period. Total broadband connections, net additions in each period presented are calculated by subtracting the total broadband disconnects from the total broadband new connections in the period. Wireless retail postpaid ARPA is the calculated average wireless retail postpaid service revenue per account (ARPA) from wireless retail postpaid accounts in the period. Wireless retail postpaid service revenue does not include recurring device payment plan billings related to the Verizon device payment program, insurance premiums or regulatory fees. Wireless retail postpaid ARPA in each period presented is calculated by dividing wireless retail postpaid service revenue by the average wireless retail postpaid accounts in the period. Wireless retail core prepaid ARPU is the calculated average wireless retail core prepaid service revenue, excluding our SafeLink brand, per unit (wireless retail core prepaid connection) (ARPU) in the period. Wireless retail core prepaid ARPU in each period presented is calculated by dividing wireless retail core prepaid service revenue by the average wireless retail core prepaid connections in the period. Wireless retail postpaid phone churn is the rate at which service to retail postpaid phone connections is terminated on average in the period. The wireless retail postpaid phone churn rate in each period presented is calculated by dividing wireless retail postpaid phone disconnects by the average wireless retail postpaid phone connections in the period. Wireless retail core prepaid churn is the rate at which service to core prepaid connections is terminated on average in the period. The wireless retail core prepaid churn rate in each period presented is calculated by dividing wireless core prepaid disconnects by the average wireless core prepaid connections in the period. Wireless retail postpaid connections, upgrade rate is the rate at which retail postpaid connections upgrade retail customer postpaid devices (phones, tablets, and other devices) in the period. Wireless retail postpaid connections, upgrade rate is calculated by dividing the number of retail postpaid connections that have upgraded a retail customer postpaid device in the period by the average retail postpaid connections for the period. Where applicable, our operating statistics discussed above and the operating results presented in the following table reflect certain adjustments, including those related to migration activity among different types of devices and plans, customer profile changes, product-related changes and adjustments in connection with mergers, acquisitions and divestitures. | Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase/(Decrease) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase/(Decrease) | | --- | --- | --- | --- | --- | --- | --- | | Connections (‘000)(1): | | | | | | | | Wireless retail | | | | 146,953 | 146,136 | 0.6% | | Wireless retail postpaid | | | | 126,619 | 125,895 | 0.6 | | Wireless retail postpaid phone | | | | 94,098 | 93,207 | 1.0 | | Wireless retail core prepaid | | | | 19,351 | 19,017 | 1.8 | | Wireless retail core prepaid phone | | | | 18,654 | 18,502 | 0.8 | | Fiber broadband | | | | 10,913 | 7,613 | 43.3 | | FWA broadband | | | | 6,208 | 5,112 | 21.4 | | Total broadband(2) | | | | 17,121 | 12,725 | 34.5 | | Net Additions (‘000): | | | | | | | | Wireless retail | 223 | 177 | 26.0% | 107 | 112 | (4.5) | | Wireless retail postpaid | 188 | 155 | 21.3 | (8) | (4) | nm | | Wireless retail postpaid phone | 184 | (9) | nm | 239 | (298) | nm | | Wireless retail core prepaid | 73 | 50 | 46.0 | 188 | 187 | 0.5 | | Wireless retail core prepaid phone | 24 | 24 | — | 94 | 134 | (29.9) | | Fiber broadband | 155 | 32 | nm | 282 | 77 | nm | | FWA broadband | 193 | 278 | (30.6) | 407 | 586 | (30.5) | | Total broadband(2) | 348 | 310 | 12.3 | 689 | 663 | 3.9 | | Account Statistics: | | | | | | | | Wireless retail postpaid ARPA | $168.35 | $170.79 | $(1.4) | $167.50 | $170.30 | $(1.6) | | Wireless retail core prepaid ARPU | $33.37 | $32.56 | $2.5 | $33.34 | $32.24 | $3.4 | | Churn Rate: | | | | | | | | Wireless retail postpaid phone | 0.92% | 0.97% | | 0.94% | 0.96% | | | Wireless retail core prepaid | 3.59% | 3.60% | | 3.52% | 3.53% | | | Wireless Retail Postpaid Connection Statistics: | | | | | | | | Upgrade rate | 2.6% | 3.6% | | | | | (1) As of end of period. (2) Total broadband excludes solutions provided over a traditional copper-based network. Where applicable, historical results have been recast to conform to the current period presentation. nm - not meaningful Other Consolidated Results Other Income, Net | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase/(Decrease) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase/(Decrease) | | --- | --- | --- | --- | --- | --- | --- | | Interest income | $72 | $55 | $30.9% | $219 | $118 | $85.6% | | Other components of net periodic benefit income (cost) | (91) | (138) | (34.1) | 80 | (232) | nm | | Net debt extinguishment gains | 152 | 88 | 72.7 | 247 | 178 | 38.8 | | Other, net | (97) | 74 | nm | (33) | 136 | nm | | Other Income, Net | $36 | $79 | $(54.4) | $513 | $200 | nm | nm - not meaningful Other income, net reflects certain items not directly related to our core operations, including interest income, debt extinguishment gains and losses, components of net periodic pension and postretirement benefit income and cost and certain foreign exchange gains and losses. Other income, net decreased for the three months ended June 30, 2026 and increased during the six months ended June 30, 2026 compared to the similar periods in 2025. The decrease during the three months ended June 30, 2026 was primarily due to fair market value adjustments on certain investments and derivatives. The increase during the six months ended June 30, 2026 was primarily as a result of: - a net pension remeasurement gain of $237 million in 2026 compared to a net pension remeasurement loss of $45 million in 2025, along with higher expected returns on pension plan assets; - an increase of $70 million in paid-in-kind interest earned on certain preferred investments; and - a decrease resulting from fair market value adjustments on certain investments and derivatives. See Note 8 to the condensed consolidated financial statements for more information on the other components of net periodic benefit income (cost). Interest Expense | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase/(Decrease) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase/(Decrease) | | --- | --- | --- | --- | --- | --- | --- | | Total interest costs on debt balances | $2,136 | $1,830 | $16.7% | $4,245 | $3,659 | $16.0% | | Less capitalized interest costs | 151 | 191 | (20.9) | 320 | 388 | (17.5) | | Interest Expense | $1,985 | $1,639 | $21.1 | $3,925 | $3,271 | $20.0 | | Average debt outstanding(1)(3) | $170,098 | $144,695 | | $168,837 | $144,461 | | | Effective interest rate(2)(3) | 5.0% | 5.1% | | 5.0% | 5.1% | | (1) The average debt outstanding is a financial measure and is calculated by applying a simple average of prior months' end balances of total short-term and long-term debt, net of discounts, premiums and unamortized debt issuance costs. (2) The effective interest rate is the rate of actual interest incurred on debt. It is calculated by dividing the annualized total interest costs on debt balances by the average debt outstanding. (3) We believe that this measure is useful to management, investors and other users of our financial information in evaluating our debt financing cost and trends in our debt leverage management. Total interest expense increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily due to an increase in interest costs associated with higher average debt balances. Provision for Income Taxes | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Decrease | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Decrease | | --- | --- | --- | --- | --- | --- | --- | | Provision for income taxes | $1,325 | $1,488 | $(11.0)% | $2,963 | $2,978 | $(0.5)% | | Effective income tax rate | 25.1% | 22.5% | | 24.6% | 22.8% | | The effective income tax rate is calculated by dividing the provision for income taxes by income before the provision for income taxes. The decrease in the provision for income taxes during the three and six months ended June 30, 2026 compared to the similar periods in 2025 was primarily due to the decrease in income before income taxes in the current period. The increase in the effective income tax rate during the three and six months ended June 30, 2026 compared to the similar periods in 2025 was primarily related to the nondeductible loss on the classification of net assets held for sale associated with the Verizon Contributed Business in the current period. Unrecognized Tax Benefits Unrecognized tax benefits were $2.5 billion and $2.6 billion at June 30, 2026 and December 31, 2025, respectively. Interest and penalties related to unrecognized tax benefits were $705 million (after-tax) and $751 million (after-tax) at June 30, 2026 and December 31, 2025, respectively. Verizon Communications Inc. and/or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state, local and foreign jurisdictions. As a large taxpayer, we are under audit by the Internal Revenue Service and multiple state and foreign jurisdictions for various open tax years. Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA Consolidated earnings before interest, taxes, depreciation and amortization (Consolidated EBITDA) and Consolidated Adjusted EBITDA, which are presented below, are non-GAAP financial measures that we believe are useful to management, investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as they exclude the depreciation and amortization expense related primarily to capital expenditures and acquisitions, as well as in evaluating operating performance in relation to Verizon's competitors. Consolidated EBITDA is calculated by adding back interest, taxes, depreciation and amortization expense to net income. Consolidated Adjusted EBITDA is calculated by excluding from Consolidated EBITDA the effect of the following non-operational items: equity in earnings and losses of unconsolidated businesses and other income and expense, net, as well as the effect of certain special items. Consolidated Adjusted EBITDA is a non-GAAP financial measure that we believe provides relevant and useful information to management, investors and other users of our financial information in evaluating the effectiveness of our operations and underlying business trends. We believe that Consolidated Adjusted EBITDA is widely used by investors to compare a company’s operating performance to its competitors by minimizing impacts caused by differences in capital structure, taxes, and depreciation and amortization policies. Further, the exclusion of non-operational items and special items enables comparability to prior period performance and trend analysis. See "Special Items" for additional information. It is management's intent to provide non-GAAP financial information to enhance the understanding of Verizon's GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies. | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | --- | --- | | Consolidated Net Income | $3,949 | $5,121 | $9,095 | $10,104 | | Add: | | | | | | Provision for income taxes | 1,325 | 1,488 | 2,963 | 2,978 | | Interest expense | 1,985 | 1,639 | 3,925 | 3,271 | | Depreciation and amortization expense(1) | 5,008 | 4,635 | 9,900 | 9,212 | | Consolidated EBITDA | $12,267 | $12,883 | $25,883 | $25,565 | | Add (Less): | | | | | | Other income, net⁽²⁾ | $(36) | $(79) | $(513) | $(200) | | Equity in (earnings) losses of unconsolidated businesses | (44) | 3 | (49) | (3) | | Severance charges | 397 | — | 397 | — | | Acquisition and integration related charges | 135 | — | 396 | — | | Asset rationalization | 258 | — | 258 | — | | Loss on disposition of business | 746 | — | 746 | — | | Consolidated Adjusted EBITDA | $13,723 | $12,807 | $27,118 | $25,362 | (1) Includes Amortization of acquisition-related intangible assets, which were $274 million and $514 million during the three and six months ended June 30, 2026, respectively, and $192 million and $382 million during the three and six months ended June 30, 2025, respectively. See "Special Items" for additional information. (2) Includes Pension and benefits remeasurement gain of $237 million during the six months ended June 30, 2026. See "Special Items" for additional information. The changes in Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA in the table above during the three and six months ended June 30, 2026 compared to the similar periods in 2025 were primarily a result of the factors described above in connection with consolidated operating revenues and consolidated operating expenses. Segment Results of Operations We have two reportable segments that we operate and manage as strategic business units - Consumer and Business. We measure and evaluate our segments based on segment operating income. The use of segment operating income is consistent with the CODM's assessment of segment performance. See Note 10 to the condensed consolidated financial statements for additional information. Verizon Consumer Group Our Consumer segment provides consumer-focused wireless and wireline communication services and products. Our wireless services are provided across one of the most extensive wireless networks in the U.S. under the Verizon family of brands and through wholesale and other arrangements. We also provide FWA broadband through our 5G or 4G LTE networks as an alternative to traditional landline internet access. Our wireline services are provided in 31 U.S. states and Washington D.C. over our 100% fiber-optic network through our fiber product portfolio, as well as over a traditional copper-based network. Operating Revenues | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase/(Decrease) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase/(Decrease) | | --- | --- | --- | --- | --- | --- | --- | | Mobility and broadband service | $19,637 | $19,002 | $3.3% | $38,817 | $37,803 | $2.7% | | Wireless equipment | 4,178 | 5,369 | (22.2) | 9,002 | 9,901 | (9.1) | | Other | 2,427 | 2,277 | 6.6 | 4,876 | 4,562 | 6.9 | | Total Operating Revenues | $26,242 | $26,648 | $(1.5) | $52,695 | $52,266 | $0.8 | Certain intersegment transactions with corporate entities have not been eliminated. Consumer's total operating revenues decreased during the three months ended June 30, 2026 compared to the similar period in 2025 as a result of a decrease in Wireless equipment revenue, partially offset by increases in Mobility and broadband service revenue and Other revenue. Consumer's total operating revenues increased during the six months ended June 30, 2026 compared to the similar period in 2025 as a result of increases in Mobility and broadband service revenue and Other revenue, partially offset by a decrease in Wireless equipment revenue. Mobility and Broadband Service Revenue Mobility and broadband service revenue primarily includes revenue from mobility communication services, FWA broadband, Fios internet and other fiber-based services. Mobility and broadband service revenue increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025. The increase during the three months ended June 30, 2026 was primarily as a result of: - an increase of $712 million in fiber broadband revenue primarily due to the inclusion of Frontier results; - an increase of $193 million related to growth in non-retail service revenue; - an increase of $94 million in prepaid revenue primarily due to growth in the customer base; and - a decrease of $365 million in postpaid revenue primarily related to the amortization of wireless equipment sales promotions and acquisition related discounts, partially offset by higher adoption of perks, premium plan offerings and growth in FWA subscriber base. The increase during the six months ended June 30, 2026 was primarily as a result of: - an increase of $1.2 billion in fiber broadband revenue primarily due to the inclusion of Frontier results; - an increase of $357 million related to growth in non-retail service revenue; - an increase of $216 million in prepaid revenue primarily due to growth in the customer base; and - a decrease of $779 million in postpaid revenue primarily related to the amortization of wireless equipment sales promotions, acquisition related discounts and credits provided to customers in connection with the network outage in the first quarter of 2026, partially offset by higher adoption of perks, premium plan offerings and growth in FWA subscriber base. Wireless Equipment Revenue Wireless equipment revenue includes revenue from a variety of smartphones and other handsets, wireless-enabled internet devices, such as tablets, and other wireless-enabled connected devices, such as smart watches. Wireless equipment revenue decreased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025. The decrease during the three months ended June 30, 2026 was primarily due to a decrease of $1.1 billion driven by a lower volume of wireless devices sold primarily related to a strategic decrease in upgrades. The decrease during the six months ended June 30, 2026 was primarily as a result of: - a decrease of $1.0 billion driven by a lower volume of wireless devices sold primarily related to a strategic decrease in upgrades; and - an increase of $110 million due to a shift to higher priced equipment in the mix of wireless devices sold. Other Revenue Other revenue primarily includes revenue from wireline products that provide legacy voice, video and data solutions, as well as broadband solutions over a traditional copper-based network. Other revenue also includes fees that partially recover the direct and indirect costs of complying with regulatory and industry obligations and programs, leasing and interest recognized when equipment is sold to the customer by an authorized agent under a device payment plan agreement. Other revenue increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily due to an increase of $140 million and $273 million, respectively, in legacy wireline revenue related to the inclusion of Frontier results. Operating Expenses | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase/(Decrease) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase/(Decrease) | | --- | --- | --- | --- | --- | --- | --- | | Cost of services | $4,928 | $4,581 | $7.6% | $9,748 | $9,155 | $6.5% | | Cost of wireless equipment | 4,658 | 5,806 | (19.8) | 9,961 | 10,718 | (7.1) | | Selling, general and administrative expense | 4,837 | 5,036 | (4.0) | 9,723 | 10,201 | (4.7) | | Depreciation and amortization expense | 3,787 | 3,582 | 5.7 | 7,517 | 7,125 | 5.5 | | Total Operating Expenses | $18,210 | $19,005 | $(4.2) | $36,949 | $37,199 | $(0.7) | Cost of Services Cost of services increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily due to: - an increase of $150 million and $264 million, respectively, in personnel costs mainly driven by an increase in employee headcount following the acquisition of Frontier; - an increase of $111 million and $150 million, respectively, in digital content costs primarily associated with an increase in subscriptions through plan offerings and the inclusion of Frontier results, partially offset by a decrease in traditional linear content costs related to lower Fios video volumes; and - an increase of $54 million and $125 million, respectively, in building and facility costs primarily due to maintaining additional buildings and facilities associated with the acquisition of Frontier in 2026 along with higher utility rates. Cost of Wireless Equipment Cost of wireless equipment decreased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025. The decrease during the three months ended June 30, 2026 was primarily due to a decrease of $1.1 billion driven by a lower volume of wireless devices sold primarily related to a strategic decrease in upgrades. The decrease during the six months ended June 30, 2026 was primarily as a result of: - a decrease of $991 million driven by a lower volume of wireless devices sold primarily related to a strategic decrease in upgrades; and - an increase of $233 million due to a shift to higher priced equipment in the mix of wireless devices sold. Selling, General and Administrative Expense Selling, general and administrative expense decreased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily as a result of: - a decrease of $184 million and $441 million, respectively, in advertising costs related to various marketing campaigns in the first half of 2025 that did not reoccur; - a decrease of $104 million and $127 million, respectively, in provision for credit losses primarily related to lower upgrade volumes; and - an increase of $120 million and $178 million, respectively, in personnel costs mainly driven by an increase in commission expense due to higher volumes in our prepaid business, partially offset by workforce reduction initiatives. Depreciation and Amortization Expense Depreciation and amortization expense increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 driven by the change in the mix of total Verizon depreciable and amortizable assets, including the impact of depreciable assets acquired as part of the Frontier acquisition, and Consumer's usage of those assets. Segment Operating Income and Segment EBITDA Segment earnings before interest, taxes, depreciation and amortization (Segment EBITDA) and Segment EBITDA margin are non-GAAP financial measures. We believe these measures are useful to management, investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as they exclude the depreciation and amortization expense related primarily to capital expenditures and acquisitions, as well as because they are widely accepted financial measures used in evaluating the profitability of a company and its operating performance in relation to its competitors. Segment EBITDA is calculated by adding back segment depreciation and amortization expense to segment operating income. Segment EBITDA margin is calculated by dividing Segment EBITDA by total segment operating revenues. | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase | | --- | --- | --- | --- | --- | --- | --- | | Segment Operating Income | $8,032 | $7,643 | $5.1% | $15,746 | $15,067 | $4.5% | | Add Depreciation and amortization expense | 3,787 | 3,582 | 5.7 | 7,517 | 7,125 | 5.5 | | Segment EBITDA | $11,819 | $11,225 | $5.3 | $23,263 | $22,192 | $4.8 | | Segment operating income margin(1) | 30.6% | 28.7% | | 29.9% | 28.8% | | | Segment EBITDA margin | 45.0% | 42.1% | | 44.1% | 42.5% | | (1) Segment operating income margin reflects the profitability of the segment as a percentage of revenue. Segment operating income margin is calculated by dividing total segment operating income by total segment operating revenues. The changes in the table above during the three and six months ended June 30, 2026 compared to the similar periods in 2025 were primarily a result of the factors described in connection with Consumer operating revenues and operating expenses. Verizon Business Group Our Business segment provides wireless and wireline communication services and products, including mobility communication services, FWA and wireline broadband, IoT connectivity solutions, advanced communication services, corporate networking solutions, local and long distance voice services, and security and managed network services. We provide these products and services to businesses, public sector customers and wireless and wireline carriers across the U.S. and a subset of these products and services to customers around the world. In the second quarter of 2026, the net assets representing the Verizon Contributed Business were classified as assets and liabilities held for sale and moved from the Business segment to Corporate and other. Where applicable, historical segment results have been reclassified to conform to the current period presentation. See Note 3 to the condensed consolidated financial statements for additional information. Operating Revenues | (dollars in millions) | Three Months Ended / June 30, 2026 | Increase/ / (Decrease) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase/(Decrease) | | --- | --- | --- | --- | --- | --- | | Mobility and broadband service | $3,728 | $$(0.1)% | $7,416 | $7,450 | $(0.5)% | | Wireless equipment | 846 | (4.5) | 1,703 | 1,752 | (2.8) | | Other | 2,581 | 9.6 | 5,166 | 4,773 | 8.2 | | Total Operating Revenues | $7,155 | $$2.6 | $14,285 | $13,975 | $2.2 | Certain intersegment transactions with corporate entities have not been eliminated. Business's total operating revenues increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 as a result of an increase in Other revenue, partially offset by decreases in Wireless equipment revenue and Mobility and broadband service revenue. Mobility and Broadband Service Revenue Mobility and broadband service revenue primarily includes revenue from mobility communication services, FWA broadband, Fios internet and other fiber-based services. Mobility and broadband service revenue decreased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily as a result of: - a decrease of $75 million and $155 million, respectively, in postpaid service revenue primarily due to a shift toward lower-tier plans among new customers and the amortization of wireless equipment sales promotions. These decreases were partially offset by FWA subscriber growth and strategic pricing adjustments for existing customers; and - an increase of $60 million and $105 million, respectively, in fiber broadband revenue primarily due to the inclusion of Frontier results. Wireless Equipment Revenue Wireless equipment revenue includes revenue from a variety of smartphones and other handsets, wireless-enabled internet devices, such as tablets, and other wireless-enabled connected devices, such as smart watches. Wireless equipment revenue remained relatively flat during both the three and six months ended June 30, 2026 compared to the similar periods in 2025. Other Revenue Other revenue primarily includes revenue from wireline products that provide legacy voice, video and data solutions, as well as broadband solutions over a traditional copper-based network. Other revenue also includes fees that partially recover the direct and indirect costs of complying with regulatory and industry obligations and programs, leasing and interest recognized when equipment is sold to the customer by an authorized agent under a device payment plan agreement. Other revenue increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily due to an increase of $277 million and $494 million, respectively, in legacy wireline revenue related to the inclusion of Frontier results. Operating Expenses | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase/(Decrease) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase/(Decrease) | | --- | --- | --- | --- | --- | --- | --- | | Cost of services | $2,023 | $2,060 | $(1.8)% | $4,140 | $4,214 | $(1.8)% | | Cost of wireless equipment | 1,203 | 1,201 | 0.2 | 2,405 | 2,395 | 0.4 | | Selling, general and administrative expense | 1,847 | 1,990 | (7.2) | 3,653 | 3,909 | (6.5) | | Depreciation and amortization expense | 1,091 | 998 | 9.3 | 2,140 | 1,987 | 7.7 | | Total Operating Expenses | $6,164 | $6,249 | $(1.4) | $12,338 | $12,505 | $(1.3) | Cost of Services Cost of services decreased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily as a result of: - a decrease of $121 million and $210 million, respectively, in access costs primarily related to cessation of certain third-party provider costs along with a decrease in circuit usage; and - an increase of $54 million and $100 million, respectively, in personnel costs associated with third-party contracted resources. Cost of Wireless Equipment Cost of wireless equipment remained relatively flat during both the three and six months ended June 30, 2026 compared to the similar periods in 2025. Selling, General and Administrative Expense Selling, general and administrative expense decreased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 primarily due to a decrease of $139 million and $294 million, respectively, in personnel costs related to workforce reduction initiatives. Depreciation and Amortization Expense Depreciation and amortization expense increased during both the three and six months ended June 30, 2026 compared to the similar periods in 2025 driven by the change in the mix of total Verizon depreciable and amortizable assets, including the impact of depreciable assets acquired as part of the Frontier acquisition, and Business's usage of those assets. Segment Operating Income and Segment EBITDA Segment EBITDA and Segment EBITDA margin are non-GAAP financial measures. See “Segment Results of Operations — Verizon Consumer Group — Segment Operating Income and Segment EBITDA” for additional details. | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Increase | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Increase | | --- | --- | --- | --- | --- | --- | --- | | Segment Operating Income | $991 | $724 | $36.9% | $1,947 | $1,470 | $32.4% | | Add Depreciation and amortization expense | 1,091 | 998 | 9.3 | 2,140 | 1,987 | 7.7 | | Segment EBITDA | $2,082 | $1,722 | $20.9 | $4,087 | $3,457 | $18.2 | | Segment operating income margin(1) | 13.9% | 10.4% | | 13.6% | 10.5% | | | Segment EBITDA margin | 29.1% | 24.7% | | 28.6% | 24.7% | | (1) Segment operating income margin reflects the profitability of the segment as a percentage of revenue. Segment operating income margin is calculated by dividing total segment operating income by total segment operating revenues. The changes in the table above during the three and six months ended June 30, 2026 compared to the similar periods in 2025 were primarily a result of the factors described in connection with Business operating revenues and operating expenses. Special Items Special items included in Income Before Provision For Income Taxes were as follows: | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | --- | --- | | Amortization of acquisition-related intangible assets(1) | | | | | | Depreciation and amortization expense | $274 | $192 | $514 | $382 | | Severance, pension and benefits charges | | | | | | Selling, general and administrative expense | 397 | — | 397 | — | | Other (income) expense, net | — | — | (237) | — | | Acquisition and integration related charges | | | | | | Selling, general and administrative expense | 135 | — | 396 | — | | Asset rationalization | | | | | | Cost of Services | 58 | — | 58 | — | | Selling, general and administrative expense | 200 | — | 200 | — | | Loss on disposition of business | | | | | | Selling, general and administrative expense | 746 | — | 746 | — | | Total | $1,810 | $192 | $2,074 | $382 | (1) Amounts are included in segment results of operations. Consolidated Adjusted EBITDA, a non-GAAP measure discussed in the section titled "Consolidated Net Income, Consolidated EBITDA and Consolidated Adjusted EBITDA" as part of Consolidated Results of Operations, excludes all of the amounts included above. The income and expenses related to special items included in our condensed consolidated results of operations were as follows: | (dollars in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | | --- | --- | --- | --- | --- | | Within Total Operating Expenses | 1,810 | $192 | $2,311 | $382 | | Within Other income, net | — | — | (237) | — | | Total | $1,810 | $192 | $2,074 | $382 | Amortization of Acquisition-Related Intangible Assets During the three and six months ended June 30, 2026, we recorded pre-tax amortization expense of $274 million and $514 million, respectively, related to acquired intangible assets. During the three and six months ended June 30, 2025, we recorded pre-tax amortization expense of $192 million and $382 million, respectively, related to acquired intangible assets. Severance, Pension and Benefits Charges During the three and six months ended June 30, 2026, we recorded pre-tax severance charges of $397 million, exclusive of acquisition related severance charges, principally as a result of separations in connection with our workforce reduction initiatives. The severance charges were recorded in Selling, general and administrative expense in our condensed consolidated statements of income. During the six months ended June 30, 2026, we recorded a net pre-tax pension and benefits remeasurement gain of $237 million in certain pension and postretirement benefit plans resulting from amendments to our collective bargaining agreements. This was primarily driven by a credit of $412 million due to an increase in our discount rate assumption used to determine the current year liabilities of certain pension and postretirement benefit plans, partially offset by a charge of $175 million primarily resulting from the difference between our estimated and our actual return on certain pension plan assets. Acquisition and Integration Related Charges During the three and six months ended June 30, 2026, we recorded charges of $135 million and $396 million, respectively, inclusive of acquisition related severance charges, related to transaction and integration expenses primarily associated with the acquisition of Frontier. Asset Rationalization During both the three and six months ended June 30, 2026, we recorded pre-tax asset rationalization charges of $258 million predominately related to the decision to cease use of certain real estate and network assets as part of our transformation initiatives. Loss on Disposition of Business During both the three and six months ended June 30, 2026, we recorded a pre-tax loss on disposition of business of $746 million in connection with the classification of the assets and liabilities representing the Verizon Contributed Business as assets and liabilities held for sale. Pursuant to the Transaction Agreement, dated as of June 28, 2026, the Verizon Contributed Business is expected to be contributed to a joint venture with BT. See Note 3 to the condensed consolidated financial statements for additional information on the transaction. Consolidated Financial Condition | (dollars in millions) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Change | | --- | --- | --- | --- | | Cash Flows Provided By (Used In) | | | | | Operating activities | $18,419 | $16,757 | $1,662 | | Investing activities | (18,500) | (7,190) | (11,310) | | Financing activities | (17,114) | (10,271) | (6,843) | | Decrease in cash, cash equivalents and restricted cash | $(17,195) | $(704) | $(16,491) | We use the net cash generated from our operations to invest in new businesses and spectrum, fund expansion and modernization of our networks, pay dividends, service and repay external financing and, when appropriate, buy back shares of our outstanding common stock. Our sources of funds, primarily from operations and, to the extent necessary, from external financing arrangements, are sufficient to meet ongoing operating and investing requirements over the next 12 months and beyond. Our cash and cash equivalents are held both domestically and internationally, and are invested to maintain principal and provide liquidity. See "Change In Cash, Cash Equivalents and Restricted Cash" for additional information regarding the changes in our cash balances. See "Market Risk" for additional information regarding our foreign currency risk management strategies. We expect that our capital spending requirements will continue to be financed primarily through internally generated funds. Debt or equity financing may be needed to fund additional investments or development activities, or to maintain an appropriate capital structure to ensure our financial flexibility. Our external financing arrangements include credit facilities and other bank lines of credit, an active commercial paper program, vendor financing arrangements, issuances of registered debt or equity securities, U.S. retail medium-term notes and other securities that are privately-placed or offered overseas. In addition, we monetize certain receivables through asset-backed debt transactions. Cash Flows Provided By Operating Activities Our primary source of funds continues to be cash generated from operations. Net cash provided by operating activities increased $1.7 billion during the six months ended June 30, 2026 compared to the similar period in 2025. The increase is primarily attributable to the timing of cash tax payments as a result of the One Big Beautiful Bill legislation and working capital benefits primarily related to lower upgrade volumes, partially offset by a decrease in earnings. Cash Flows Used In Investing Activities Capital Expenditures Capital expenditures continue to relate primarily to the use of capital resources to enhance the operating efficiency and productivity of our networks, maintain our existing infrastructure, facilitate the introduction of new products and services and enhance responsiveness to competitive challenges. Capital expenditures, including capitalized software, for the six months ended June 30, 2026 and 2025 were $8.2 billion and $8.0 billion, respectively. Capital expenditures increased $257 million during the six months ended June 30, 2026 compared to the similar period in 2025 primarily due to fiber and wireless network infrastructure investments. Acquisitions of Businesses, Net of Cash Acquired During the six months ended June 30, 2026, we invested $9.5 billion in acquisitions of businesses, net of cash acquired. In January 2026, we completed the acquisition of Frontier, a U.S. provider of broadband internet and other communication services. The aggregate cash consideration paid by Verizon at the closing of the transaction was approximately $9.4 billion, net of cash acquired. See "Acquisitions and Divestitures" for information on our acquisitions. Acquisitions of Wireless Licenses During the six months ended June 30, 2026, we completed the acquisition of select spectrum licenses of United States Cellular Corporation (currently known as Array Digital Infrastructure, Inc.) and certain of its subsidiaries (collectively, UScellular) for total cash consideration of $1.0 billion. During the six months ended June 30, 2026 and 2025, we recorded capitalized interest related to wireless licenses of $154 million and $234 million, respectively. Cash Flows Used In Financing Activities We seek to maintain a mix of fixed and variable rate debt to lower borrowing costs within reasonable risk parameters and to protect against earnings and cash flow volatility resulting from changes in market conditions. During the six months ended June 30, 2026, net cash used in financing activities was $17.1 billion. During the six months ended June 30, 2025, net cash used in financing activities was $10.3 billion. During the six months ended June 30, 2026, our net cash used in financing activities was primarily driven by repayments, redemptions and repurchases of long-term borrowings and finance lease obligations of $14.4 billion, repayments of asset-backed long-term borrowings of $13.9 billion, cash dividends paid of $5.9 billion and payments to purchase shares of our common stock of $3.5 billion. The repayments during the six months ended June 30, 2026 included approximately $12.4 billion for the principal amount of debt assumed as a part of the acquisition of Frontier. These payments were partially offset by proceeds from asset-backed long-term borrowings of $12.0 billion and proceeds from long-term borrowings of $9.9 billion. At June 30, 2026, our total debt of $165.2 billion included unsecured debt of $136.5 billion and secured debt of $28.8 billion. At December 31, 2025, our total debt of $158.2 billion included unsecured debt of $131.1 billion and secured debt of $27.1 billion. During the six months ended June 30, 2026 and 2025, our effective interest rate was 5.0% and 5.1%, respectively. See Note 5 to the condensed consolidated financial statements for additional information regarding our debt activity, which excludes the impact from mark-to-market adjustments on foreign currency denominated debt. Verizon may acquire debt securities issued by Verizon and its affiliates through open market purchases, redemptions, privately negotiated transactions, tender offers, exchange offers, or otherwise, upon such terms and at such prices as Verizon may from time to time determine, for cash or other consideration. Asset-Backed Debt Cash collections on the receivables and on the underlying receivables related to the participation interest collateralizing our asset-backed notes issued to third-party investors and loans received from banks and their conduit facilities are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Prepaid expenses and other and Other assets in our condensed consolidated balance sheets. Proceeds from our asset-backed debt transactions are reflected in Cash flows from financing activities in our condensed consolidated statements of cash flows. The asset-backed debt issued is included in Debt maturing within one year and Long-term debt in our condensed consolidated balance sheets. See Note 5 to the condensed consolidated financial statements for additional information. Long-Term Credit Facilities | (dollars in millions) | Maturities | Facility Capacity | At June 30, 2026 / Unused Capacity | At June 30, 2026 / Principal Amount Outstanding | | --- | --- | --- | --- | --- | | Verizon revolving credit facility(1) | 2028 | $12,000 | $11,976 | — | | Various export credit facilities(2) | 2026 - 2033 | 11,950 | 85 | 5,718 | | Total | | $23,950 | $12,061 | $5,718 | (1) The revolving credit facility does not require us to comply with financial covenants or maintain specified credit ratings, and it permits us to borrow even if our business has incurred a material adverse change. The revolving credit facility provides for the issuance of letters of credit. As of June 30, 2026, there have been no drawings against the revolving credit facility since its inception. (2) During the six months ended June 30, 2026, we drew down approximately $1.6 billion. During the six months ended June 30, 2025, there were no drawings from these facilities. Borrowings under certain of these facilities are repaid semi-annually in equal installments up to the applicable maturity dates. Maturities reflect maturity dates of principal amounts outstanding. Any amounts borrowed under these facilities and subsequently repaid cannot be reborrowed. Other, Net Other, net cash flow from financing activities during the six months ended June 30, 2026 includes $983 million in payments related to vendor financing arrangements, $279 million in payments related to tax withholding of employee share based arrangements, $254 million in payments made under the sublease arrangement for our cell towers and $217 million in equity distribution payments made for controlled entities. These payments were partially offset by $358 million in advance proceeds received from the variable prepaid forward entered into in 2026. Dividends As in prior periods, dividend payments were a significant use of capital resources. We paid $5.9 billion and $5.7 billion in cash dividends during the six months ended June 30, 2026 and 2025, respectively. Common Stock On January 30, 2026, the Board of Directors of the Company authorized a share repurchase program for up to $25 billion of our common stock. The program will terminate when the aggregate consideration paid to purchase shares of our common stock reaches $25 billion, exclusive of any fees, commissions or other expenses, or a new share repurchase plan superseding the current plan is authorized, whichever is sooner. Under the program, shares may be repurchased in privately negotiated transactions, on the open market, or otherwise, including through plans complying with Rule 10b5-1 or Rule 10b-18 under the Exchange Act. The timing and number of shares purchased under the program, if any, will depend on prevailing stock prices, general economic and market conditions, and other considerations. The share repurchase program does not obligate us to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time at our discretion. In February 2026, we entered into accelerated share repurchase (ASR) agreements with certain financial institution counterparties to repurchase shares of our common stock in exchange for an upfront payment of $2.5 billion and received an initial delivery of 45,116,772 shares of common stock using a reference price of $47.10. In March 2026, these ASR transactions were completed, and we received an additional 5,641,251 shares. This resulted in a total of 50,758,023 shares repurchased under the ASR agreements at an average repurchase price of $49.25, not including related excise tax. In April 2026, we entered into an ASR agreement with a certain financial institution counterparty to repurchase shares of our common stock in exchange for an upfront payment of $1.0 billion and received an initial delivery of 17,993,226 shares of common stock using a reference price of $47.24. In June 2026, the ASR transaction was completed, and we received an additional 3,296,217 shares. This resulted in a total of 21,289,443 shares repurchased under the ASR agreement at an average repurchase price of $46.97, not including related excise tax. For the six months ended June 30, 2026, we repurchased a total of 72,047,466 shares for an aggregate payment of $3.5 billion. All shares received under the ASR agreements were excluded from the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share from the date the respective shares were received by the Company and classified as treasury shares. At June 30, 2026, the maximum remaining aggregate consideration that could be paid by or on behalf of Verizon under our share repurchase program was $21.5 billion. For the full year 2026, our share repurchase target has been increased from $3.0 billion to up to $4.5 billion. Covenants Our debt agreements contain covenants that are typical for large, investment grade companies. These covenants include requirements to pay interest and principal in a timely fashion, pay taxes, maintain insurance with responsible and reputable insurance companies, preserve our corporate existence, keep appropriate books and records of financial transactions, maintain our properties, provide financial and other reports to our lenders, limit pledging and disposition of assets and mergers and consolidations, and other similar covenants. We and our consolidated subsidiaries are in compliance with all of our restrictive covenants in our debt agreements. Change In Cash, Cash Equivalents and Restricted Cash Our Cash and cash equivalents at June 30, 2026 totaled $1.8 billion, a $17.3 billion decrease compared to December 31, 2025, primarily as a result of the factors discussed above. Restricted cash totaled $302 million and $451 million as of June 30, 2026 and December 31, 2025, respectively, primarily related to cash collections on certain receivables and on the underlying receivables related to the participation interest that are required at certain specified times to be placed into segregated accounts. As of June 30, 2026, we classified $250 million of cash and cash equivalents as assets held for sale relating to the Verizon Contributed Business. See Note 3 to the condensed consolidated financial statements for additional information. Free Cash Flow Free cash flow is a non-GAAP financial measure that reflects an additional way of viewing our liquidity that, we believe, when viewed with our GAAP results, provides management, investors and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. Free cash flow is calculated by subtracting capital expenditures (including capitalized software) from net cash provided by operating activities. We believe it is a more conservative measure of cash flow since capital expenditures are necessary for ongoing operations. Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. For example, free cash flow does not incorporate payments made on finance lease obligations or cash payments for business acquisitions or wireless licenses. Therefore, we believe it is important to view free cash flow as a complement to our entire condensed consolidated statements of cash flows. The following table reconciles net cash provided by operating activities to free cash flow: | (dollars in millions) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Change | | --- | --- | --- | --- | | Net cash provided by operating activities | $18,419 | $16,757 | $1,662 | | Less Capital expenditures (including capitalized software) | 8,210 | 7,953 | 257 | | Free cash flow | $10,209 | $8,804 | $1,405 | The increase in free cash flow during the six months ended June 30, 2026 compared to the similar period in 2025 is a reflection of the increase in operating cash flows, partially offset by the increase in capital expenditures, both of which are discussed above. Market Risk We are exposed to various types of market risk in the normal course of business, including the impact of interest rate changes, foreign currency exchange rate fluctuations, changes in investment, equity and commodity prices and changes in corporate tax rates. We employ risk management strategies, which may include the use of a variety of derivatives including interest rate swaps, cross currency swaps, forward starting interest rate swaps, treasury rate locks, interest rate caps and foreign exchange forwards. We do not hold derivatives for trading purposes. It is our general policy to enter into interest rate, foreign currency and other derivative transactions only to the extent necessary to achieve our desired objectives in optimizing exposure to various market risks. Our objectives include maintaining a mix of fixed and variable rate debt to lower borrowing costs within reasonable risk parameters and to protect against earnings and cash flow volatility resulting from changes in market conditions. We do not hedge our market risk exposure in a manner that would completely eliminate the effect of changes in interest rates and foreign exchange rates on our earnings. Counterparties to our derivative contracts are major financial institutions with whom we have negotiated derivatives agreements (International Swaps and Derivatives Association master agreements) and credit support annex (CSA) agreements which provide rules for collateral exchange. The CSA agreements contain fixed cap amounts or rating based thresholds such that we or our counterparties may be required to hold or post collateral based upon changes in outstanding positions as compared to established thresholds or caps and changes in credit ratings. We do not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value. At both June 30, 2026 and December 31, 2025, we did not hold any collateral. At both June 30, 2026 and December 31, 2025, we posted $1.1 billion of collateral related to derivative contracts under collateral exchange agreements, which were recorded as Prepaid expenses and other in our condensed consolidated balance sheets. While we may be exposed to credit losses due to the nonperformance of our counterparties, we consider the risk remote and do not expect that any such nonperformance would result in a significant effect on our results of operations or financial condition due to our diversified pool of counterparties. See Note 7 to the condensed consolidated financial statements for additional information regarding the derivative portfolio. Interest Rate Risk We are exposed to changes in interest rates, primarily on our short-term debt and the portion of long-term debt that carries floating interest rates. As of June 30, 2026, approximately 76% of the aggregate principal amount of our total debt portfolio consisted of fixed-rate indebtedness, including the effect of interest rate swap agreements designated as hedges. The impact of a 100-basis-point change in interest rates affecting our floating rate debt would result in a change in annual interest expense, including our interest rate swap agreements that are designated as hedges, of approximately $412 million. The interest rates on our existing long-term debt obligations are unaffected by changes to our credit ratings. Interest Rate Swaps We enter into interest rate swaps to achieve a targeted mix of fixed and variable rate debt. We principally receive fixed rates and pay variable rates, resulting in a net increase or decrease to Interest expense. These swaps are designated as fair value hedges and hedge against interest rate risk exposure of designated debt issuances. At June 30, 2026 and December 31, 2025, the fair value of the liability of these contracts was $5.2 billion and $5.1 billion, respectively. At both June 30, 2026 and December 31, 2025, the total notional amount of the interest rate swaps was $23.7 billion. Foreign Currency Risk The functional currency for our foreign operations is primarily the local currency. The translation of income statement and balance sheet amounts of our foreign operations into U.S. dollars is recorded as cumulative translation adjustments, which are included in Accumulated other comprehensive loss in our condensed consolidated balance sheets. Gains and losses on foreign currency transactions are recorded in the condensed consolidated statements of income. At June 30, 2026, our primary translation exposure was to the British Pound Sterling, Euro, Australian Dollar and Swedish Krona. Cross Currency Swaps We have entered into cross currency swaps to exchange our British Pound Sterling, Euro, Swiss Franc, Canadian Dollar and Australian Dollar-denominated cash flows into U.S. dollars and to fix our cash payments in U.S. dollars, as well as to mitigate the impact of foreign currency transaction gains or losses. At June 30, 2026 and December 31, 2025, the fair value of the asset of these contracts was $1.2 billion and $1.4 billion, respectively. At June 30, 2026 and December 31, 2025, the fair value of the liability of these contracts was $1.4 billion and $1.2 billion, respectively. At June 30, 2026 and December 31, 2025, the total notional amount of the cross currency swaps was $40.2 billion and $36.1 billion, respectively. Foreign Exchange Forwards We also have foreign exchange forwards which we use as an economic hedge but for which we have elected not to apply hedge accounting. We entered into Euro foreign exchange forwards to mitigate our foreign exchange rate risk related to non-functional currency denominated monetary assets and liabilities of international subsidiaries. At both June 30, 2026 and December 31, 2025, the fair value of the asset and liability of these contracts was insignificant. At June 30, 2026 and December 31, 2025, the total notional amount of the foreign exchange forwards was $600 million and $570 million, respectively. Acquisitions and Divestitures Spectrum License Transactions From time to time, we enter into agreements to buy, sell or exchange spectrum licenses. We believe these spectrum license transactions have allowed us to continue to enhance the reliability of our wireless network while also resulting in a more efficient use of spectrum. On October 17, 2024, Verizon entered into a license purchase agreement to acquire select spectrum licenses of UScellular. On June 1, 2026, we completed the acquisition of the spectrum licenses for total cash consideration of $1.0 billion. In June 2026, the Federal Communications Commission (FCC) concluded Auction 113 for Advanced Wireless Services (AWS-3) licenses. Verizon paid an immaterial cash deposit to participate in the auction, and was the winning bidder on 82 spectrum licenses valued at approximately $3.2 billion. In July 2026, we made additional payments totaling $3.1 billion in connection with these licenses. The timing of the license issuance remains subject to FCC determination. Joint Venture with BT Group plc On June 28, 2026, the Company entered into the Transaction Agreement with BT and NewCo, pursuant to which, the Company and BT will each acquire a 50% equity interest in NewCo. As consideration, the Company will contribute the equity interests of certain subsidiaries comprising the Verizon Contributed Business and make a $625 million cash payment to NewCo, which NewCo will distribute to BT. BT will contribute the equity interests of certain subsidiaries comprising its international wireline connectivity and managed network services business (the BT Contributed Business) to NewCo. The relative values of the Verizon Contributed Business and the BT Contributed Business are subject to customary post-closing adjustments based on the levels of cash, net working capital, and indebtedness of each business at closing. The Transaction Agreement contemplates the entry into a joint venture agreement between the Company, BT and NewCo in respect of the governance of NewCo, as well as certain ancillary commercial agreements and transition services arrangements. Closing of the transaction is subject to customary regulatory approvals and other closing conditions. Frontier Communications Parent, Inc. On January 20, 2026 (the Acquisition Date), we completed the acquisition of Frontier, a U.S. provider of broadband internet and other communication services, expanding our fiber broadband footprint to 31 U.S. states and Washington D.C. Pursuant to the Agreement and Plan of Merger, dated September 4, 2024, the Company's subsidiary merged with and into Frontier, with Frontier surviving such merger as a wholly owned subsidiary of the Company. At the effective time of the merger, each share of Frontier common stock issued and outstanding immediately prior to such time (subject to certain limited exceptions) was cancelled and converted into the right to receive an amount in cash equal to $38.50 per share, without interest. At the Acquisition Date, Verizon paid approximately $9.8 billion in cash, inclusive of cash acquired of $335 million, and assumed approximately $12.9 billion of Frontier's debt measured at fair value. Other On January 30, 2026, Verizon completed the acquisition of Starry Group Holdings, Inc. (Starry), a fixed wireless broadband provider serving multi-dwelling units in five markets across the U.S. The aggregate cash consideration paid by Verizon at the closing of the transaction and the related assets acquired and liabilities assumed were immaterial. Business Acquisitions The financial results of Frontier and Starry are included in the Company’s consolidated results from January 20, 2026 and January 30, 2026, respectively. The aggregate operating revenues arising from these acquisitions and included in our condensed consolidated statements of income amounted to less than 5% of total operating revenues for both the three and six months ended June 30, 2026. See Note 3 to the condensed consolidated financial statements for additional information. Cautionary Statement Concerning Forward-Looking Statements In this report we have made forward-looking statements. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words "anticipates," "assumes," "believes," "estimates," "expects," "forecasts," "hopes," "intends," "plans," "targets," "will" or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The following important factors, along with those discussed elsewhere in this report and in other filings with the Securities and Exchange Commission (SEC), could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: - the effects of competition in the markets in which we operate, including the inability to successfully respond to competitive factors such as prices, promotional incentives, network performance and quality, and evolving consumer preferences; - failure to take advantage of, or respond to competitors' use of, developments in technology, including artificial intelligence, and address changes in consumer demand; - the inability to implement our business strategy; - adverse conditions in the U.S. and international economies, including inflation and changing interest rates in the markets in which we operate; - changes to international trade and tariff policies and related economic and other impacts; - cyberattacks impacting our networks or systems and any resulting financial or reputational impact; - our ability to implement business transformation initiatives and achieve their anticipated benefits; - system failures and disruptions to our networks and operations and any resulting financial, reputational or business impact; - disruption of our key suppliers’ or vendors' provisioning of products or services, including as a result of geopolitical factors, public health crises, natural disasters or extreme weather conditions; - material adverse changes in labor matters and any resulting financial or operational impact; - damage to our reputation or brands; - changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our networks or businesses; - allegations regarding the release of hazardous materials or pollutants into the environment from our, or our predecessors', network assets and any related government investigations, regulatory developments, litigation, penalties and other liability, remediation and compliance costs, operational impacts or reputational damage; - significant amount of outstanding debt; - significant litigation and any resulting material expenses incurred in defending against lawsuits or paying awards or settlements; - an adverse change in the ratings afforded our debt securities by nationally accredited ratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing; - significant increases in benefit plan costs or lower investment returns on plan assets; - changes in tax laws or regulations, or in their interpretation, or challenges to our tax positions, resulting in additional tax expense or liabilities; - changes in accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; - our ability to return capital to shareholders, including the amount, timing, and effect of share repurchases and dividends; and - risks associated with mergers, acquisitions, divestitures and other strategic transactions, including our ability to obtain cost savings and other synergies and anticipated benefits of completed transactions within the expected time period or at all. ## Item 3. Quantitative and Qualitative Disclosures About Market Risk Information relating to market risk is included in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption "Market Risk." ## Item 4. Controls and Procedures Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the registrant's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934), as of the end of the period covered by this quarterly report, that ensure that information relating to the registrant which is required to be disclosed in this report is recorded, processed, summarized and reported within required time periods using the criteria for effective internal control established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the registrant’s disclosure controls and procedures were effective as of June 30, 2026. 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. There were no changes in the Verizon's internal control over financial reporting during the second quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Part II – Other Information ## Item 1. Legal Proceedings In the ordinary course of business, Verizon is involved in various litigation and regulatory proceedings at the state and federal level. As of the date of this report, we do not believe that any pending legal proceedings to which we or our subsidiaries are subject are required to be disclosed as material legal proceedings pursuant to this item. We apply a threshold of $1.0 million for purposes of disclosing administrative and judicial environmental proceedings involving a governmental authority, if any, pursuant to Item 103(c)(3)(iii) of Regulation S-K. For a discussion of our litigation risks, refer to Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025. See Note 12 to the condensed consolidated financial statements for additional information regarding legal proceedings. ## Item 1A. Risk Factors There have been no material changes to our risk factors as previously disclosed in Part I, Item 1A included in our Annual Report on Form 10-K for the year ended December 31, 2025. ## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities The following table provides information about Verizon’s share repurchase activity for the quarter ended June 30, 2026: | Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs(1)(2) | Approximate dollar value of shares that may yet be purchased under the plans or programs(1) | | --- | --- | --- | --- | --- | | April 1 - 30 | 17,993,226 | $(2) | 17,993,226 | $21,500,000,000 | | May 1 - 31 | — | | — | 21,500,000,000 | | June 1 - 30 | 3,296,217 | (2) | 3,296,217 | 21,500,000,000 | | Total | 21,289,443 | $(2) | 21,289,443 | $21,500,000,000 | (1) On January 30, 2026, the Board of Directors of the Company authorized a share repurchase program for up to $25 billion of our common stock. The program will terminate when the aggregate consideration paid to purchase shares of our common stock reaches $25 billion, exclusive of any fees, commissions or other expenses, or a new share repurchase plan superseding the current plan is authorized, whichever is sooner. Under the program, shares may be repurchased in privately negotiated transactions, on the open market, or otherwise, including through plans complying with Rule 10b5-1 or Rule 10b-18 under the Exchange Act. The timing and number of shares purchased under the program, if any, will depend on prevailing stock prices, general economic and market conditions, and other considerations. The share repurchase program does not obligate us to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time at our discretion. (2) In April 2026, we entered into an ASR agreement with a certain financial institution counterparty to repurchase shares of our common stock in exchange for an upfront payment of $1.0 billion and received an initial delivery of 17,993,226 shares of common stock using a reference price of $47.24. In June 2026, the ASR transaction was completed, and we received an additional 3,296,217 shares. This resulted in a total of 21,289,443 shares repurchased under the ASR agreement at an average repurchase price of $46.97, not including related excise tax. Shares received under the ASR agreement were excluded from the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share from the date the respective shares were received by the Company and classified as treasury shares. ## Item 5. Other Information On May 19, 2026, Kyle Malady, Executive Vice President and Group CEO - Verizon Business, 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 a total of 16,500 shares of the Company's common stock over a period of 15 weeks. The trading plan will terminate on January 28, 2027, subject to early termination in accordance with its terms. Other than as described above, during the three months ended June 30, 2026, 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. ## Item 6. Exhibits | Exhibit Number | Description | | --- | --- | | 10a | Form of 2026 Performance Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-TermIncentive Plan.* | | 10b | Form of 2026 Restricted Stock Unit Agreement pursuant to the 2017 Verizon Communications Inc. Long-TermIncentive Plan.* | | 10c | Verizon Communications Inc. Long-Term Incentive Plan CEO Performance Stock Unit Agreement, dated as of April 1, 2026.* | | 10d | 2026 Verizon Communications Inc. Long-Term Incentive Plan.* | | 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | 101.INS | XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | | 101.SCH | XBRL Taxonomy Extension Schema Document. | | 101.PRE | XBRL Taxonomy Presentation Linkbase Document. | | 101.CAL | XBRL Taxonomy Calculation Linkbase Document. | | 101.LAB | XBRL Taxonomy Label Linkbase Document. | | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | | 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | | * | Indicates management contract or compensatory plan or arrangement. | Pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), certain instruments which define the rights of holders of long-term debt of Verizon Communications Inc. and its consolidated subsidiaries are not filed herewith, and the Company hereby agrees to furnish a copy of any such instrument to the SEC upon request. Signature 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 thereunto duly authorized. VERIZON COMMUNICATIONS INC. Date: July 31, 2026 By: /s/ Mary-Lee Stillwell Mary-Lee Stillwell Senior Vice President and Controller (Principal Accounting Officer) --- ## EX-10.A SEC source: [a2026q210-qxexhibit10a.htm](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxexhibit10a.htm) Exhibit 10a VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN 2026 PERFORMANCE STOCK UNIT AGREEMENT AGREEMENT (the “Agreement”) between Verizon Communications Inc. (“Verizon” or the “Company”) and you (the “Participant”) and your heirs and beneficiaries. 1. Purpose of Agreement. The purpose of this Agreement is to provide a grant of performance stock units (“PSUs”) to the Participant. 2. Agreement. This Agreement is entered into pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan (the “Plan”), and evidences the grant of a performance stock unit award in the form of PSUs pursuant to the Plan. In consideration of the benefits described in this Agreement, which the Participant acknowledges are good, valuable and sufficient consideration, the Participant agrees to comply with the terms and conditions of this Agreement, including the Participant’s obligations and restrictions set forth in Exhibit A to this Agreement and the Participant’s non-competition, non-solicitation, confidentiality and other obligations and restrictions set forth in Exhibit B to this Agreement, both of which are incorporated into and are a part of the Agreement. The PSUs and this Agreement are subject to the terms and provisions of the Plan. By executing this Agreement, the Participant agrees to be bound by the terms and provisions of the Plan and this Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement. In addition, the Participant agrees to be bound by the actions of the Human Resources Committee of Verizon’s Board of Directors or any successor thereto (the “Committee”), and any designee of the Committee (to the extent that such actions are exercised in accordance with the terms of the Plan and this Agreement). If there is a conflict between the terms of the Plan and the terms of this Agreement, the terms of this Agreement shall control. 3. Contingency. The grant of PSUs is contingent on the Participant’s timely acceptance of this Agreement and satisfaction of the other conditions contained in it. Acceptance shall be through execution of the Agreement as set forth in paragraph 21. If the Participant does not accept this Agreement by the close of business on June 19, 2026, the Participant shall not be entitled to this grant of PSUs regardless of the extent to which the requirements in paragraph 5 (“Vesting”) are satisfied. In addition, to the extent a Participant is on a Company approved leave of absence, including but not limited to short-term disability leave, he or she will not be entitled to this grant of PSUs until such time as he or she has a bona fide return to work with Verizon or a Related Company (as defined in paragraph 13) and accepts this Agreement within the time period established by the Company. 4. Number of Units. The Participant is granted the number of PSUs as specified in the Participant’s account under the 2026 PSU grant, administered by Fidelity Investments or any successor thereto (“Fidelity”). A PSU is a hypothetical share of Verizon’s common stock. The value of a PSU on any given date shall be equal to the closing price of Verizon’s common stock on the New York Stock Exchange (“NYSE”) as of such date. A Dividend Equivalent Unit (“DEU”) or fraction thereof shall be added to each PSU each time that a dividend is paid on Verizon’s common stock with respect to each dividend record date that occurs after the date of grant and prior to the payment of a PSU. The amount of each DEU shall be equal to the corresponding dividend paid on a share of Verizon’s common stock. The DEU shall be converted into PSUs or fractions thereof based upon the closing price of Verizon’s common stock traded on the NYSE on the dividend payment date of each declared dividend on Verizon’s common stock, and such PSUs or fractions thereof shall be added to the Participant’s PSU balance. DEUs that are credited will be subject to the same vesting, termination and other terms as the PSUs to which they relate. To the extent that Fidelity or the Company makes an error, including but not limited to an administrative error with respect to the number or value of the PSUs granted to the Participant under this Agreement, the DEUs credited to the Participant’s account or the amount of the final award payment, the Company or Fidelity specifically reserves the right to correct such error at any time and the Participant agrees that he or she shall be legally bound by any corrective action taken by the Company or Fidelity. 5. Vesting. (a) General. The Participant shall vest in the PSUs to the extent provided in paragraph 5(b) (“Performance Requirement”) only if the Participant satisfies the requirements of paragraph 5(c) (“Three-Year Continuous Employment Requirement”), except as otherwise provided in paragraph 7 (“Early Cancellation/Accelerated Vesting of PSUs”). (b) Performance Requirement. (1) The number of PSUs granted to the Participant, as specified in the Participant’s account under the 2026 PSU grant, is referred to as the “Target Number of PSUs” and relate to the three-year performance period commencing January 1, 2026 and ending December 31, 2028 (the “Performance Period”). The vesting of one-half of (1/2) of the Target Number of PSUs will be determined with reference to the adjusted earnings per share metrics set forth in paragraph 5(b)(2) (the “Target Number of EPS PSUs”) and the vesting of the remaining one-half (1/2) of the Target Number of PSUs will be determined with reference to the total shareholder return metrics as provided in paragraph 5(b)(3) (the “Target Number of TSR PSUs”). Notwithstanding anything in this paragraph 5(b), in all cases vesting remains subject to the requirements of paragraphs 5(c) and 7. (2) Adjusted Earnings Per Share (EPS) Growth Metric. (A) One-half (1/2) of the Target Number of EPS PSUs that shall become earned and eligible to vest will be based on Verizon’s EPS (as defined below) growth for the two-year period beginning on January 1, 2026 and ending at the close of business on December 31, 2027 (such PSUs, the “2-Year EPS PSUs”, and such period the “2-Year EPS Award Cycle”), and the remaining one-half (1/2) of the Target Number of EPS PSUs shall become eligible to vest based on Verizon’s EPS growth for the three-year period beginning January 1, 2026 and ending at the close of business on December 31, 2028 (such PSUs, the “3-Year EPS PSUs”, and such period the “3-Year EPS Award Cycle”, and together with the 2-Year EPS Award Cycle, the “EPS Award Cycles”). Notwithstanding paragraph 5(c), no portion of the Target Number of EPS PSUs subject to an applicable EPS Award Cycle shall become eligible to vest unless the Committee determines that Verizon’s EPS for the applicable EPS Award Cycle is greater than or equal to the Threshold EPS (as defined below) for such EPS Award Cycle. If the Committee determines that Verizon’s EPS for the applicable EPS Award Cycle is greater than or equal to the Threshold EPS for such EPS Award Cycle, the percentage of the Target Number of EPS PSUs for that EPS Award Cycle that shall become eligible to vest (plus any additional PSUs added with respect to DEUs credited on the Target Number of EPS PSUs over the EPS Award Cycle) will equal the Verizon EPS Vested Percentage (as defined below). (B) “EPS” shall mean Verizon’s earnings per share, as such term is used in Verizon’s consolidated financial statements, for the applicable EPS Award Cycle as determined as of the last business day of the applicable EPS Award Cycle, adjusted to exclude the impact of special items. The Committee will (to the extent necessary and without duplication) adjust such earnings per share to eliminate the financial impact of (i) acquisitions, divestitures or changes in business structure; (ii) changes in legal, tax, accounting or regulatory policy; and (iii) other items that are extraordinary in nature or not deemed to be in the ordinary course of business. The Committee’s determination of whether, and the extent to which, any such adjustment is necessary shall be final and binding. (C) “Threshold EPS” shall mean, with respect to each applicable EPS Award Cycle, the minimum EPS at which the Verizon EPS Vested Percentage equals 50%, as set forth in the applicable table below (i.e., $X.XX for the 2-Year EPS Award Cycle and $X.XX for the 3-Year EPS Award Cycle). (D) “Verizon EPS Vested Percentage” shall be a percentage (between 0% and 200%), that is determined based on Verizon’s EPS for each applicable EPS Award Cycle, in accordance with the following tables: _2-Year EPS Award Cycle(January 1, 2026 - December 31, 2027)_ | Verizon EPS | Verizon EPS Vested Percentage | | --- | --- | | Greater than or equal to $X.XX | 200% | | $X.XX | 100% | | $X.XX | 50% | | Less than $X.XX | 0% | If Verizon’s EPS is less than $X.XX but greater than $X.XX, or less than $X.XX but greater than $X.XX, the Verizon EPS Vested Percentage will be interpolated on a straight-line basis between the respective levels. Verizon EPS of $X.XX represents a compound annual growth rate of 3%, Verizon EPS of $X.XX represents a compound annual growth rate of 4%, and Verizon EPS of $X.XX represents a compound annual growth rate of 6%. _3-Year EPS Award Cycle(January 1, 2026 - December 31, 2028)_ | Verizon EPS | Verizon EPS Vested Percentage | | --- | --- | | Greater than or equal to $X.XX | 200% | | $X.XX | 100% | | $X.XX | 50% | | Less than $X.XX | 0% | If Verizon’s EPS is less than $X.XX but greater than $X.XX, or less than $X.XX but greater than $X.XX, the Verizon EPS Vested Percentage will be interpolated on a straight-line basis between the respective levels. Verizon EPS of 2 $X.XX represents a compound annual growth rate of 3%, Verizon EPS of $X.XX represents a compound annual growth rate of 4%, and Verizon EPS of $X.XX represents a compound annual growth rate of 6%. (3) Total Shareholder Return (TSR) Metric. (A) One-fourth (1/4) of the Target Number of TSR PSUs will become earned and eligible to vest based on Verizon’s TSR (as defined below) for the period beginning on January 1, 2026 and ending at the close of business on December 31, 2026 (such PSUs, the “1-Year TSR PSUs”, and such period the “1-Year TSR Award Cycle”), one-fourth (1/4) of the Target Number of TSR PSUs will become earned and eligible to vest based on Verizon’s TSR for the period beginning on January 1, 2026 and ending at the close of business on December 31, 2027 (such PSUs, the “2-Year TSR PSUs”, and such period the “2-Year TSR Award Cycle”), and the remaining one-half (1/2) of the Target Number of TSR PSUs shall become eligible to vest based on Verizon’s TSR for the period beginning on January 1, 2026 and ending at the close of business on December 31, 2028 (such PSUs, the “3-Year TSR PSUs”, and together with the 1-Year TSR PSUs and the 2-Year TSR PSUs, the “TSR PSUs”, and such period the “3-Year TSR Award Cycle”, and together with the 1-Year TSR Award Cycle and the 2-Year TSR Award Cycle, the “TSR Award Cycles”). Notwithstanding paragraph 5(c), no portion of the TSR PSUs subject to an applicable TSR Award Cycle shall become eligible to vest unless the Committee determines that the Verizon TSR Percentile Ranking for the applicable TSR Award Cycle is greater than or equal to the 25th Percentile. If the Committee determines that Verizon’s TSR for the applicable TSR Award Cycle is greater than or equal to the 25th Percentile, the percentage of the 1-Year TSR PSUs, 2-Year TSR PSUs or 3-Year TSR PSUs, as applicable, that shall become eligible to vest will equal the Verizon TSR Vested Percentage (as defined below). Notwithstanding the foregoing, if the Verizon TSR over the 3-Year TSR Award Cycle is negative, the weighted average of the Verizon TSR Vested Percentages with respect to all of the TSR Award Cycles will not exceed 100%. (B) “TSR” or “Total Shareholder Return” shall mean the change in the price of a share of common stock plus dividends paid from the beginning of a TSR Award Cycle until the end of the applicable TSR Award Cycle, adjusted to reflect the reinvestment of dividends (if any) and as may be necessary to take into account stock splits or other events similar to those described in Section 4.3 of the Plan. The starting TSR for Verizon and for the Comparison Group (as defined below) for each TSR Award Cycle shall be the average closing price of the applicable company’s common stock over the twenty (20) consecutive trading days ending on and including December 31, 2025 (which, in the case of Verizon, is $40.57). The ending TSR for Verizon and for the Comparison Group for each TSR Award Cycle shall be the average closing price of the applicable company’s common stock over the twenty (20) consecutive trading days ending on and including December 31 of the last year of the applicable TSR Award Cycle. The Committee shall determine TSR in accordance with its standard practice and its determinations shall be final and binding. (C) “Comparison Group” shall mean the companies in the S&P 100 Index on December 31, 2025. The Committee will make adjustments to the Comparison Group to preserve the intended incentives of this Agreement for any changes to the members of the Comparison Group, including, without limitation, the common stock of a member ceasing to be publicly traded on any stock exchange or in the event a member of the Comparison Group merges or is otherwise involved in a business combination or becomes bankrupt or insolvent, in each case, during the applicable TSR Award Cycle. (D) “Verizon TSR Percentile Ranking” with respect to any TSR Award Cycle shall be the percentile ranking of Verizon’s TSR relative to the TSRs of the companies comprising the Comparison Group. The Committee shall determine the Verizon TSR Percentile Ranking for the applicable TSR Award Cycle and its determination shall be final and binding. (E) “Verizon TSR Vested Percentage” shall be the percentage (between 0% and 200%), which is based on Verizon’s TSR, determined as provided in the following table: | Verizon TSR Percentile Ranking | Verizon TSR Vested Percentage | | --- | --- | | Greater than or equal to the 75th percentile | 200% | | Equal to the 50th percentile | 100% | | Equal to the 25th percentile | 50% | | Lower than the 25th percentile | 0% | If the Verizon TSR Percentile Ranking is less than the 75th percentile but greater than the 50th percentile, or less than the 50th percentile but greater than the 25th percentile, the Verizon TSR Vested Percentage for the applicable TSR Award Cycle will be interpolated on a straight-line basis between the respective levels. Notwithstanding the foregoing, if the Verizon TSR over the 3-Year TSR Award Cycle is negative, the weighted 3 average of the Verizon TSR Vested Percentages with respect to all of the TSR Award Cycles will not exceed 100%. (c) Three-Year Continuous Employment Requirement. Except as otherwise determined by the Committee, or except as otherwise provided in paragraph 7 (“Early Cancellation/Accelerated Vesting of PSUs”), the PSUs shall vest only if the Participant is continuously employed by the Company or a Related Company (as defined in paragraph 13) from the date the PSUs are granted through the end of the Performance Period. (d) Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the three-year continuous employment requirement in paragraph 5(c). If the Participant transfers employment pursuant to this paragraph 5(d), the Participant will still be required to satisfy the definition of “Full Retirement” or “Early Retirement” under paragraph 7 of this Agreement in order to be eligible for the accelerated vesting provisions in connection with a “Full Retirement” or “Early Retirement”, as applicable. 6. Payment. All payments under this Agreement shall be made in shares of Verizon common stock. Subject to paragraph 7(a) or 7(b), as soon as practicable after the end of the Performance Period (but in no event later than March 15, 2029), the number of PSUs that vested (minus any withholding for taxes) shall be paid to the Participant. The number of shares that shall be paid (plus withholding for taxes) shall equal the number of PSUs that vested pursuant to paragraph 5(b). If the Participant dies before any payment due hereunder is made, such payment shall be made to the Participant’s beneficiary, as designated under paragraph 11. Once a payment has been made with respect to a PSU, the PSU shall be cancelled; however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. Any PSU that does not vest (whether due to failure to achieve the applicable performance condition or otherwise, and subject to earlier termination pursuant to paragraph 7) shall terminate and be cancelled as of December 31, 2028 without payment of any consideration by Verizon or any other action by the Participant. 7. Early Cancellation/Accelerated Vesting of PSUs. Notwithstanding the provisions of paragraph 5, PSUs may vest or be forfeited before December 31, 2028, or may be forfeited before the payment date as follows: (a) Termination for Cause. If the Participant’s employment by the Company or a Related Company is terminated by the Company or a Related Company for Cause (as defined below) at any time prior to the date that the PSUs are paid pursuant to paragraph 6, the PSUs (whether vested or not) shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant. (b) Voluntary Separation On or Before December 31, 2028 for any Reason other than Full Retirement or Early Retirement. If the Participant separates from employment on or before December 31, 2028 for any reason other than as specified in paragraph 7(c) below, the PSUs shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant. (c) Full Retirement, Early Retirement, Involuntary Termination Without Cause or Termination Due to Death or Disability. (1) If the Participant ceases to be employed by the Company or a Related Company either (A) by reason of the Participant’s Full Retirement on or after the last business day prior to July 1, 2026 and on or before December 31, 2028, (B) due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause on or before December 31, 2028, or (C) due to the Participant’s death or Disability (as defined below) on or before December 31, 2028, then the Participant’s PSUs shall be subject to the vesting provisions set forth in paragraphs 5(a) and 5(b) (without prorating the award), except that the three-year continuous employment requirement set forth in paragraph 5(c) shall not apply. (2) If the Participant ceases to be employed by the Company or a Related Company either (A) by reason of the Participant’s Full Retirement before the last business day prior to July 1, 2026, or (B) by reason of the Participant’s Early Retirement on or before December 31, 2028, then the three-year continuous employment requirement set forth in paragraph 5(c) shall not apply to the Participant’s PSUs, and the Participant shall vest in a Pro-Rata Portion (as defined below) of the Participant’s PSUs that are eligible to become vested pursuant to paragraphs 5(a) and 5(b). For this purpose, “Pro-Rata Portion” means a fraction, the numerator of which is the total number of calendar days in the Performance Period to have occurred through and including the date of the Participant’s separation from employment, and the denominator of which is the total number of calendar days in the Performance Period. (3) The continued eligibility for vesting of any PSUs pursuant to paragraph 7(c)(1) or 7(c)(2) is conditioned on (i) the Participant not committing a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to 4 this Agreement and (ii) the Participant executing, within the time prescribed by Verizon, a separation agreement satisfactory to Verizon, which separation agreement will include, among other terms, a general release waiving any claims the Participant may have against Verizon and any Related Company and non-competition and non-solicitation provisions that are no more restrictive than those contained in Exhibit B (otherwise, paragraph 7(b) shall apply). (4) Any PSUs that vest pursuant to paragraph 7(c)(1) or 7(c)(2) shall be payable as soon as practicable after the end of the Performance Period (but in no event later than March 15, 2029). (d) Change in Control. Upon the occurrence of a Change in Control of Verizon (as defined in the Plan), a portion of the PSUs shall be immediately converted into time-vesting Restricted Stock Units (as defined in the Plan) (“Converted RSUs”) based on (i) with respect to the Target Number of TSR PSUs, the greater of (a) a Verizon TSR Vested Percentage of 100% and (b) the Verizon TSR Vested Percentage implied by the Change in Control price as determined by the Committee, or (ii) with respect to the Target Number of EPS PSUs, the greater of (a) a Verizon EPS Vested Percentage of 100% and (b) the Verizon EPS Vested Percentage determined by the Committee based on a combination of actual performance results through the latest practicable date prior to the Change in Control and projected performance results for the remainder of the applicable EPS Award Cycle (or, if the applicable EPS Award Cycle has been completed prior to the Change in Control, the Verizon EPS Vested Percentage determined by the Committee with respect to such completed EPS Award Cycle). If the Participant ceases to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon and before the end of the Performance Period, the Converted RSUs shall fully vest without regard to three-year continuous employment requirement in paragraph 5(c); provided however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. Any Converted RSUs that vest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the end of the Performance Period (but in no event later than March 15, 2029). (e) Vesting Schedule. Except and to the extent provided in paragraphs 7(c) and (d), nothing in this paragraph 7 shall alter the vesting schedule prescribed by paragraph 5. (f) Defined Terms. For purposes of this Agreement, the following definitions shall apply: (1) “Cause” means the occurrence of any of the following: (i) incompetence or negligence in the discharge of, or inattention to or neglect of or failure to perform, the duties and responsibilities assigned to the Participant; fraud, misappropriation or embezzlement; or a material breach of the Verizon Code of Conduct (as in effect at the relevant time) or any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, all as determined by the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) in her or his discretion, or (ii) commission of any felony of which the Participant is finally adjudged guilty by a court of competent jurisdiction. (2) “Disability” means the total and permanent disability of the Participant as defined by, or determined under, the Company’s long-term disability benefit plan. (3) “Early Retirement” means with respect to a Participant to cease to be employed by the Company or a Related Company due to voluntary separation at a time that the Participant has attained (i) 55 years of age, but less than 65 years of age, and (ii) 5 or more years of vesting service, but less than 10 years of vesting service, provided that the retirement was not occasioned by a discharge for Cause. For purposes of this definition, “years of vesting service” is used as defined under the applicable Verizon tax-qualified 401(k) savings plan. (4) “Full Retirement” means with respect to a Participant: (i) to cease to be employed by the Company or a Related Company due to voluntary separation after the Participant has attained at least one of the following: (A) at least 15 years of vesting service and a combination of age and years of vesting service that equals or exceeds 75 points, (B) 65 years of age and 5 years of vesting service, or (C) 55 years of age and 10 years of vesting service; or (ii) retirement of the Participant under any other circumstances determined in writing by the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee), provided that, in any case, the retirement was not occasioned by a discharge for Cause. For purposes of this definition, “years of vesting service” is used as defined under the applicable Verizon tax-qualified 401(k) savings plan. For clarity, a “point” for these purposes means one year of age or one year of vesting service. 8. Shareholder Rights. The Participant shall have no rights as a shareholder with respect to the PSUs until the date on which the Participant becomes the holder of record with respect to any shares of Verizon common stock to which this grant relates. Except as provided in the Plan or in this Agreement, no adjustment shall be made for dividends or other rights for which the record date occurs while the PSUs are outstanding. 5 9. Amendment of Agreement. Except to the extent required by law or specifically contemplated under this Agreement, neither the Committee nor the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) may, without the written consent of the Participant, change any term, condition or provision affecting the PSUs if the change would have a material adverse effect upon the PSUs or the Participant’s rights thereto. Nothing in the preceding sentence shall preclude the Committee or the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) from exercising administrative discretion with respect to the Plan or this Agreement, and the exercise of such discretion shall be final, conclusive and binding. This discretion includes, but is not limited to, corrections of any errors, including but not limited to any administrative errors, determining the total percentage of PSUs that become payable, and determining whether the Participant has been discharged for Cause, has a Disability, has attained Early Retirement or Full Retirement, has breached any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement or has satisfied the requirements for a bona fide return to work under paragraph 3 and for vesting and payment under paragraphs 5 and 7 of this Agreement. 10. Assignment. The PSUs shall not be assigned, pledged or transferred except by will or by the laws of descent and distribution. 11. Beneficiary. The Participant shall designate a beneficiary in writing and in such manner as is acceptable to the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee). Each such designation shall revoke all prior designations by the Participant with respect to the Participant’s benefits under the Plan and shall be effective only when filed by the Participant with the Company during the Participant’s lifetime. If the Participant fails to so designate a beneficiary, or if no such designated beneficiary survives the Participant, the Participant’s beneficiary shall be the Participant’s estate. 12. Other Plans and Agreements. Any payment received by the Participant pursuant to this Agreement shall not be taken into account as compensation in the determination of the Participant’s benefits under any pension, savings, life insurance, severance or other benefit plan maintained by Verizon or a Related Company. The Participant acknowledges that this Agreement or any prior PSU agreement shall not entitle the Participant to any other benefits under the Plan or any other plans maintained by the Company or a Related Company. 13. Company and Related Company. For purposes of this Agreement, “Company” means Verizon Communications Inc. “Related Company” means (a) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or proprietary interest of 50 percent or more at any time during the term of this Agreement, or (b) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or other proprietary interest of less than 50 percent at any time during the term of this Agreement but which, in the discretion of the Committee, is treated as a Related Company for purposes of this Agreement. 14. Employment Status. The grant of the PSUs shall not be deemed to constitute a contract of employment for a particular term between the Company or a Related Company and the Participant, nor shall it constitute a right to remain in the employ of any such Company or Related Company. In addition, acceptance of this Agreement shall not be deemed to be a condition of continuing employment. 15. Withholding. The Participant acknowledges that he or she shall be responsible for any taxes that arise in connection with this grant of PSUs. Unless the Participant elects otherwise in accordance with procedures established by the Committee, shares of Verizon common stock otherwise deliverable to the Participant upon payment of PSUs shall automatically be withheld by the Company in satisfaction of applicable tax withholding obligations, up to an amount not to exceed the maximum individual statutory tax rate in each applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting treatment or otherwise permitted by the Committee). To the extent that such share withholding is insufficient or otherwise not available, the Company shall make such other arrangements as it deems necessary for the collection of any additional amounts required to be withheld pursuant to any applicable law or regulation. 16. Securities Laws. The Company shall not be required to make payment with respect to any shares of common stock prior to the admission of such shares to listing on any stock exchange on which the stock may then be listed and the completion of any registration or qualification of such shares under any federal or state law or rulings or regulations of any government body that the Company, in its discretion, determines to be necessary or advisable. 17. Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee of Verizon’s Board of Directors may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder. 18. Successors. This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company and the person or entity to whom the PSUs may have been transferred by will, the laws of descent and distribution, or beneficiary designation. All terms and conditions of this Agreement imposed upon the Participant shall, unless the context 6 clearly indicates otherwise, be deemed, in the event of the Participant’s death, to refer to and be binding upon the Participant’s heirs and beneficiaries. 19. Construction. In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. In the event that any provision, including any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended. The PSUs are intended to not be subject to any tax, interest or penalty under Section 409A of the Code, and this Agreement shall be construed and interpreted consistent with such intent. 20. Defined Terms. Except where the context clearly indicates otherwise, all capitalized terms used herein shall have the definitions ascribed to them by the Plan, and the terms of the Plan shall apply where appropriate. 21. Execution of Agreement. The Participant shall indicate his or her consent and acknowledgment to the terms of this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) and the Plan by executing this Agreement pursuant to the instructions provided and otherwise shall comply with the requirements of paragraph 3. In addition, by consenting to the terms of this Agreement and the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, the Participant expressly agrees and acknowledges that Fidelity may deliver all documents, statements and notices associated with the Plan and this Agreement to the Participant in electronic form. The Participant and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if the Participant and Verizon executed this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) in paper form. 22. Confidentiality. Except to the extent otherwise required by law, the Participant shall not disclose, in whole or in part, any of the terms of this Agreement. This paragraph 22 does not prevent the Participant from disclosing the terms of this Agreement to the Participant’s spouse or beneficiary or to the Participant’s legal, tax, or financial adviser, provided that the Participant take all reasonable measures to assure that the individual to whom disclosure is made does not disclose the terms of this Agreement to a third party except as otherwise required by law. 23. Applicable Law. Except as expressly provided in Exhibit B, the validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. 24. Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Executive Vice President and Chief Human Resources Officer of Verizon at One Verizon Way, Basking Ridge, New Jersey 07920 and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy, sent by overnight carrier, or enclosed in a properly sealed envelope as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service. 25. Dispute Resolution. (a) General. Except as otherwise provided in paragraph 26 below, all disputes arising under or related to the Plan or this Agreement and all claims in which a Participant seeks damages or other relief that relate in any way to PSUs or other benefits of the Plan are subject to the dispute resolution procedure described below in this paragraph 25. (i) For purposes of this Agreement, the term “Units Award Dispute” shall mean any claim against the Company or a Related Company, other than Units Damages Disputes described in paragraph (a)(ii) below, regarding (A) the interpretation of the Plan or this Agreement, (B) any of the terms or conditions of the PSUs issued under this Agreement, or (C) allegations of entitlement to PSUs or additional PSUs, or any other benefits, under the Plan or this Agreement; provided, however, that any dispute relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement or to the forfeiture of an award as a result of a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall not be subject to the dispute resolution procedures provided for in this paragraph 25. (ii) For purposes of this Agreement, the term “Units Damages Dispute” shall mean any claims between the Participant and the Company or a Related Company (or against the past or present directors, officers, employees, representatives, or agents of the Company or a Related Company, whether acting in their capacity as such or otherwise), that are related in any way to the Participant’s employment or former employment, including claims of alleged employment discrimination, wrongful termination, or violations of Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. § 7 1981, the Fair Labor Standards Act, the Family Medical Leave Act, the Sarbanes-Oxley Act, or any other U.S. federal, state or local law, statute, regulation, or ordinance relating to employment or any common law theories of recovery relating to employment, such as breach of contract, tort, or public policy claims, in which the damages or other relief sought relate in any way to PSUs or other benefits of the Plan or this Agreement. (b) Internal Dispute Resolution Procedure. All Units Award Disputes, and all Units Damages Dispute alleging breach of contract, tort, or public policy claims with respect to the Plan or this Agreement (collectively, “Plan Disputes”), shall be referred in the first instance to the Verizon Employee Benefits Committee (“EB Committee”) for resolution internally within Verizon. Except where otherwise prohibited by law, all Plan Disputes must be filed in writing with the EB Committee no later than one year from the date that the dispute accrues. Consistent with paragraph 25(c)(i) of this Agreement, all decisions relating to the enforceability of the limitations period contained herein shall be made by the arbitrator. To the fullest extent permitted by law, the EB Committee shall have full power, discretion, and authority to interpret the Plan and this Agreement and to decide all Plan Disputes brought under this Plan and Agreement. Determinations made by the EB Committee shall be final, conclusive and binding, subject only to review by arbitration pursuant to paragraph (c) below under the arbitrary and capricious standard of review. A Participant’s failure to refer a Plan Dispute to the EB Committee for resolution will in no way impair the Company’s right to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). (c) Arbitration. All appeals from determinations by the EB Committee as described in paragraph (b) above, and any Units Damages Dispute, shall be fully and finally settled by arbitration administered by the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues, except where a longer limitations period is required by applicable law. However, a Participant’s failure to initiate arbitration within one year will in no way impair the Company’s right, exercised at its discretion, to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). Decisions about the applicability of the limitations period contained herein shall be made by the arbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant’s most recent employment by the Company or a Related Company, unless the parties agree in writing to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, may also be raised in such arbitration proceedings. (i) The arbitrator shall have the authority to determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to the terms of the Plan, this Agreement (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), existing Company policy, and applicable substantive Delaware State and U.S. federal law and shall have the authority to award any remedy or relief permitted by such laws. The final decision of the EB Committee with respect to a Plan Dispute shall be upheld unless such decision was arbitrary or capricious. The decision of the arbitrator shall be final, conclusive, not subject to appeal, and binding and enforceable in any applicable court. (ii) The Participant understands and agrees that, pursuant to this Agreement, with respect to Units Award Disputes and Units Damages Disputes, both the Participant and the Company or a Related Company waive any right to sue each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this Agreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond. (iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party. 8 (iv) The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes and Units Damages Disputes (subject to the mandatory EB Committee procedure provided for in paragraph 25(b) above). Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, or if application of the FAA requires consideration of state law in any dispute arising under this Agreement or subject to this dispute resolution provision, the laws of the State of Delaware shall apply without giving effect to the conflicts of laws provisions thereof. (vi) To the extent an arbitrator determines that the Participant was not terminated for Cause and is entitled to the PSUs or any other benefits under the Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a separation agreement satisfactory to Verizon as provided under paragraph 7(c)(3) shall remain applicable in order to receive the benefit of any PSUs pursuant to this Agreement. 26. Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction. 9 Exhibit A - Participant’s Obligations As part of the Agreement to which this Exhibit A is attached, you, the Participant, agree to the following obligations: 1. Effect of a Material Restatement of Financial Results; Recoupment; Company Policies Regarding Securities Transactions. (a) General. Notwithstanding anything in this Agreement to the contrary, you agree that, with respect to all PSUs granted to you on or after January 1, 2007 and all short-term incentive awards made to you on or after January 1, 2007, to the extent the Company or any Related Company is required to materially restate any financial results based upon your willful misconduct or gross negligence while employed by the Company or any Related Company (and where such restatement would have resulted in a lower payment being made to you), you will be required to repay all previously paid or deferred (i) PSUs and (ii) short-term incentive awards that were provided to you during the performance periods that are the subject of the restated financial results, plus a reasonable rate of interest. For purposes of this paragraph, “willful misconduct” and “gross negligence” shall be as determined by the Committee. The Audit Committee of the Verizon Board of Directors shall determine whether a material restatement of financial results has occurred. If you do not repay the entire amount required under this paragraph, the Company may, to the extent permitted by applicable law, offset your obligation to repay against any source of income available to it, including but not limited to any money you may have in your nonqualified deferral accounts. (b) Requirements of Recoupment Policy or Applicable Law. The repayment rights contained in paragraph 1(a) of Exhibit A shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any Company recoupment policy that may apply to you, including, without limitation, the Company’s Policy for the Recovery of Erroneously Awarded Compensation (as may be in effect from time to time), to the extent applicable or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) or under any other applicable law. By accepting this award of PSUs, you agree and consent to the Company’s application, implementation and enforcement of any such Company recoupment policy (as it may be in effect from time to time) that may apply to you and any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation and expressly agree that the Company may take such actions as are permitted under any such policy (as applicable to you) or applicable law, such as the cancellation of PSUs and repayment of amounts previously paid or deferred with respect to any previously granted PSUs or short-term incentive awards, without further consent or action being required by you. (c) Company Policies Regarding Securities Transactions. By accepting this award of PSUs, you agree to comply with all Company policies regarding trading in securities or derivative securities (including, without limitation, the Company’s policies prohibiting trading on material inside information regarding the Company or any business with which the Company does business, the Company’s policies prohibiting engaging in financial transactions that would allow you to benefit from a devaluation of the Company’s securities, and any additional policy that the Company may adopt prohibiting you from hedging your economic exposure to the Company’s securities), as such policies are in effect from time to time and for as long as such policies are applicable to you. 2. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit A, all capitalized terms used in this Exhibit A shall have the definitions given to those terms in the Agreement to which this Exhibit A is attached. 3. Agreement to Participant’s Obligations. You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit A in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit A in paper form. 10 Exhibit B – Non-Competition, Non-Solicitation, Confidentiality and Other Obligations As part of the Agreement to which this Exhibit B is attached in exchange for the grant of PSUs under the Agreement, which serves as mutually agreed-upon consideration for the Agreement, including the non-competition restriction set forth in paragraph 1 (the “Non-Compete Restriction”), you (the “Participant”) and the Company, or any Related Company which employs or employed you, agree to the following obligations: 1. Non-Competition. (a) Prohibited Conduct. Subject to paragraph 12 below, during the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) directly or indirectly: (1) personally engage in Competitive Activities (as defined below); or (2) own, manage, control, or participate in the ownership, management, or control of, or provide consulting or advisory services to, any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or any company or person affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities; provided that your purchase or holding, for investment purposes, of securities of a publicly traded company shall not constitute “ownership” or “participation in the ownership” for purposes of this paragraph so long as your equity interest in any such company is less than a controlling interest. This subparagraph (a) shall not prohibit you from (i) being employed by, or providing services to, a consulting firm, provided that you do not personally engage in Competitive Activities or provide consulting or advisory services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or to any person or entity affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or (ii) engaging in the practice of law as an in-house counsel, sole practitioner or as a partner in (or as an employee of or counsel to) a corporation or law firm in accordance with applicable legal and professional standards. Exception (ii), however, does not apply to you engaging in Competitive Activities or providing services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, wherein neither such engagement nor such service provided is primarily the practice of law. (b) Competitive Activities. For purposes of this Exhibit B: “Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services (1) that were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and (2) for which you are responsible (directly or indirectly) or otherwise have any involvement in planning, developing, managing, marketing, selling, overseeing, supporting, implementing, or performing, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not have any overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company. 2. Interference With Business Relations. Subject to paragraph 12 below, during the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee): (a) recruit, induce or solicit, directly or indirectly, any employee of the Company or Related Company who was employed by the Company or any Related Company prior to or as of your termination date and whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company for employment or for retention as a consultant or service provider to any person or entity; (b) hire or participate (with another person or entity) in the process of recruiting, soliciting or hiring, directly or indirectly, any person who is then an employee of the Company or any Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company, or provide, directly or indirectly, names or other information about any employees of the Company or Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company to any person or entity under circumstances that could lead to the use of any such information for purposes of recruiting, soliciting or hiring any such employee for any person or entity; (c) interfere, or attempt to interfere, directly or indirectly, with any relationship of the Company or any Related Company with any of its employees, agents, or representatives; (d) solicit or induce, or in any manner attempt to solicit or induce, directly or indirectly, any client, customer, or Prospect (defined below) of the Company or any Related Company (1) to cease being, or not to become, a customer of the Company or any Related Company, or (2) to divert any business of such customer or Prospect from the Company or any Related Company; or (e) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, directly or indirectly, the relationship, contractual or otherwise, between the Company or any Related Company and any of its customers, clients, Prospects, suppliers, vendors, service providers, developers, joint ventures, equity investments or partners, inventors, consultants, employees, agents, or representatives. For purposes of paragraphs 2(d) and 2(e), “Prospect” shall mean any person or entity from whom or which any business was being solicited by Verizon or any Related Company within the most recent 12-month period of your employment. 3. Protection of Confidential Information. You shall at all times, including after any termination of your employment with the Company or any Related Company, preserve the confidentiality of all Confidential Information (defined below) of the Company or any Related Company, and you shall not use for the benefit of yourself or any person, other than the Company or a Related Company, or disclose to any person, except and to the extent that disclosure of such information is authorized under applicable laws or regulations (e.g., “whistleblower” laws such as 18 USC 1833(b) described below), any Confidential Information or trade secrets of the Company or any Related Company. “Confidential Information” means any information or data related to the Company or any Related Company, including information entrusted to the Company or a Related Company by others, which has not been fully disclosed to the public by the Company or a Related Company, which is treated as confidential or otherwise protected within the Company or any Related Company or is of value to competitors, such as: trade secrets; strategic or tactical business plans; undisclosed business, operational or financial data; ideas, processes, methods, techniques, systems, models, devices, programs, computer software, or related information; documents relating to regulatory matters or correspondence with governmental entities; information concerning any past, pending, or threatened legal dispute; pricing or cost data; the identity, reports or analyses of business prospects; business transactions (including those that are contemplated or planned); research data; personnel information or data; identities of suppliers to the Company or any Related Company or users or purchasers of the Company’s or Related Company’s products or services; the Agreement to which this Exhibit B is attached; and any other non-public information pertaining to or known by the Company or a Related Company, including confidential or non-public information of a third party that you know or should know the Company or a Related Company is obligated to protect. For the avoidance of doubt, any information that becomes publicly known through no fault of yours shall not be considered “Confidential Information” for purposes of this Agreement after it becomes publicly known. 4. Notice of Immunity. Section 18 USC 1833(b) provides that “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in the Agreement, including this Exhibit B, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). 5. Return of Company Property; Ownership of Intellectual Property Rights. You agree that on or before termination of your employment for any reason with the Company or any Related Company, you shall return to the Company all property owned by the Company or any Related Company or in which the Company or any Related Company has an interest or to which the Company or any Related Company has any obligation, including any and all files, documents, data, records and any other non-public information (whether on paper or in tapes, disks, memory devices, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that the Company (or, as applicable, a Related Company) is the rightful owner of, and you hereby grant and assign, all worldwide right, title and interest in and to any Intellectual Property (defined below) to Company (or, as applicable, a Related Company). You shall at all times, both before and after termination of your employment, cooperate with the Company (or, as applicable, any Related Company) and its representatives in executing and delivering documents requested by the Company or a Related Company, and taking any other actions, that are necessary or requested by the Company or a Related Company to assist the Company or any Related Company in patenting, copyrighting, protecting, registering, or enforcing any Intellectual Property and to vest title thereto solely in the Company (or, as applicable, a Related Company). You irrevocably designate and appoint Verizon, its duly authorized officers and legal counsel, as your agents and attorneys-in-fact authorized to execute and file any document in your name that is necessary to secure, perfect or memorialize the rights of Company (or, as applicable, a Related Company) in Intellectual Property, such power of attorney coupled with the interest conveyed by you in Intellectual Property. You waive any moral rights, artist’s rights or the like you may obtain in any Intellectual Property, or, to the extent such waiver is not permitted by law, hereby agree not to assert any moral rights, artist’s rights or the like to any Intellectual Property against Company, any Related Company, or their assignees or licensees. As used herein, “Intellectual Property” means any of the following created, invented, discovered or developed by you (alone or with others) during the period of your employment by Company or any Related Company: (a) ideas, inventions, designs, models, algorithms and discoveries (whether patentable or not); computer programs, documents, images, works of authorship and other information fixed in tangible media (whether copyrightable or not); trade secrets, know how, models, data and other Confidential Information regarding the business of Company or any Related Company; trademarks, trade dress, designs and other indicia or origin (whether registered or not); and all worldwide intellectual property rights obtained based on the foregoing, including patents, utility models, copyrights, trademarks, trade secrets, rights in data, or other intellectual property or neighboring rights. Notwithstanding the foregoing, Intellectual Property does not include anything developed entirely on your own time without using any equipment, supplies, facilities or confidential information of Company or any Related Company, except that which (i) relates at the time of its conception or reduction to practice to the business of Company or any Related Company or actual or demonstrably anticipated research or development of Company or any Related Company, or (ii) results from any work performed by you for Company or any Related Company. 6. Nondisparagement. To the extent permitted by law, you agree to take no action that would cause the Company or any Related Company (including its present and former employees and directors) embarrassment or humiliation or otherwise cause or contribute to the Company or any Related Company (including its present and former employees and directors) being held in a negative light or in disrepute by the general public or the Company’s or any Related Company’s clients, shareholders, customers, federal or state regulatory agencies, employees, agents, officers, or directors. Nothing in this provision prohibits you from providing truthful testimony as required by law or to a government authority with jurisdiction over the Company or a Related Company in connection with an investigation by that authority, as to a possible violation of applicable law. 7. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit B, all capitalized terms used in this Exhibit B shall have the definitions given to those terms in the Agreement to which this Exhibit B is attached. 8. Effective Date; Changes in Employment. This Exhibit B shall be effective upon your execution of this Agreement, and it shall be binding upon the parties and their heirs, successors, and assigns. This Exhibit B shall apply to and govern any and all positions you may hold with the Company or any Related Company or with any of the Company’s or Related Company’s transferees, successors, or assignees. You understand that, from time to time, you may be promoted, demoted, or assigned different or additional duties and responsibilities, and that your position, title, compensation, department or business unit, location, or other aspects of your employment may change in whole or in part. You therefore agree that no change in your employment, including any interruption in your employment, will affect the validity, applicability, or scope of this Exhibit B or your obligations under this Exhibit B. 9. Agreement to Non-Competition, Non-Solicitation, Confidentiality and Other Obligations. You acknowledge that the geographic boundaries, scope of prohibited activities, and time duration of the restrictions set forth in paragraphs 1 and 2 above are reasonable in nature and are no broader than are necessary to maintain the confidential information, trade secrets and the goodwill of the Company and its Related Companies and to protect the other legitimate business interests of the Company and its Related Companies and are not unduly restrictive on you. In addition, you and the Company agree and intend that the covenants contained in paragraphs 1 and 2 shall be deemed to be a series of separate covenants and agreements, one for each and every county or political subdivision of each applicable state of the United States and each country of the world. It is the desire and intent of the parties hereto that the provisions of this Exhibit B be enforced to the fullest extent permissible under the governing laws and public policies of the State of New Jersey, and to the extent applicable, each jurisdiction in which enforcement is sought. Accordingly, if any provision in this Exhibit B or deemed to be included in this Exhibit B shall be adjudicated to be invalid or unenforceable, such provision, without any action on the part of the parties hereto, shall be deemed amended to delete or to modify (including, without limitation, a reduction in duration, geographical area or prohibited business activities) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made, and such deletion or modification to be made only to the extent necessary to cause the provision as amended to be valid and enforceable. You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit B in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit B in paper form. 10. Right to Counsel/Time to Consider. You acknowledge that you have been advised in writing to, and have had the opportunity to, consult with counsel of your choice concerning the terms and conditions of this Exhibit B and that you have been provided with at least fourteen (14) days to review and consider this Exhibit B prior to accepting it. To ensure compliance with your obligations and restrictions set forth in this Exhibit B, you agree that you will disclose to a designated member of the Company’s Executive Compensation department any contemplated post-employment activity in which you intend to engage during the twelve (12) months following the termination of your employment with the Company or any Related Company for any reason, whether as an employee, owner, advisor and/or any other capacity, prior to you commencing any such post-employment activity. 11. Governing Law and Non-exclusive Forum. Except as otherwise provided in the state-specific modifications set forth in paragraph 12 below, the parties expressly agree: (a) that, because the Plan is centrally administered in the State of New Jersey by employees of a Verizon Communications Inc. affiliate, the subject matter of this Exhibit B bears a reasonable relationship to the State of New Jersey; (b) that this Exhibit B is made under, shall be construed in accordance with, and governed in all respects by the laws of the State of New Jersey without giving effect to any other jurisdiction’s choice of law rules; and (c) the parties consent to the non-exclusive jurisdiction and venue of the courts of the State of New Jersey, and the federal courts of the United States of America located in the State of New Jersey, over any action, claim, controversy or proceeding arising under this Exhibit B, and irrevocably waive any objection they may now or hereafter have to the non-exclusive jurisdiction and venue of such courts. 12. State-Specific Notifications. (a)The following notification is provided to you pursuant to certain state laws regarding invention assignments by employees. (I) FOR ANY TIME DURING WHICH YOU ARE EMPLOYED IN THE STATES OF CALIFORNIA, DELAWARE, ILLINOIS, KANSAS, MINNESOTA, NEW JERSEY, NORTH CAROLINA, UTAH OR WASHINGTON BY VERIZON OR ANY RELATED COMPANY, THIS IS TO NOTIFY you, in accordance with the laws of the aforementioned states, that this Agreement does not require you to assign or offer to assign to Verizon or any Related Company any invention that you developed entirely on your own time without using the equipment, supplies, facilities or trade secret information of Verizon or a Related Company except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the business, or actual or demonstrably anticipated research or development, of Verizon or a Related Company; or (2) Result from any work performed by you for Verizon or a Related Company. (II) You are not required to assign an invention that is excluded from assignment in part (I) to Verizon or a Related Company during the time you are employed in the states noted above. (III) The exclusion of part (I) does not apply to any patent or invention covered by a contract between Verizon or a Related Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States. (b)Modifications and Notices as to California, Colorado, Minnesota, Washington State, and Washington, D.C.: (1) California: If you reside or work in California when you sign this Agreement, paragraphs 1 and 2 of Exhibit B do not apply to you. If you reside and work outside California when you sign this Agreement, but you subsequently reside or work in California, then while you reside or work in California, paragraphs 1 and 2 of Exhibit B will be deemed not to apply to you and will not be enforced against you. Additionally, for employees who reside in the State of California at the time they execute the Agreement or who relocate to California prior to the end of their employment with the Company or any Related Company, the language in paragraph 11 of Exhibit B is replaced (for the time the employee resides in California) with: For as long as you are a resident of California, this Exhibit B and any disputes that may arise out of or relate to this Exhibit B shall, in all respects, be governed by, and construed and interpreted in accordance with, the laws of the State of California and any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts located within California. (2) Colorado: For employees who, at the time employment ends, primarily resided and worked for the Company or any Related Company in the State of Colorado, the language in paragraph 11 of Exhibit B is replaced with: This Exhibit B, and any disputes that may arise out of or relate to this Exhibit B, shall be governed in all respects by, and this Exhibit B shall be construed and interpreted in accordance with, the laws of Colorado, without regard to choice of law principles or any other doctrine or principle that would result in the application of any law other than the law of Colorado. You agree that any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts in Colorado. Additionally, for employees who reside in the State of Colorado at the time they execute the Agreement, including Exhibit B, the Non-Disparagement Restriction in paragraph 6 does not apply. The following additional acknowledgements supplement Exhibit B: By executing this Agreement, you acknowledge and agree that the Company and any Related Company have not used force, threats, or other means of intimidation to prevent you from engaging in any lawful occupation at any place that you see fit. (3) Minnesota: The Non-Compete Restriction in paragraph 1 of Exhibit B does not apply for so long as you primarily live and work in the State of Minnesota. Additionally, for employees primarily residing and working in the State of Minnesota at the time they execute the Agreement or who relocate to Minnesota and are a resident of Minnesota at the end of their employment with the Company or any Related Company, the language in paragraph 11 of Exhibit B is replaced (for the time they remain primarily residing and working in Minnesota) with: For as long as you primarily reside and work in Minnesota, this Exhibit B and any disputes that may arise out of or relate to this Exhibit B shall, in all respects, be governed by, and construed and interpreted in accordance with, the laws of the laws of the State of Minnesota and any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts located within Minnesota. (4) Washington: For employees based in Washington state, the language in paragraph 11 of Exhibit B is replaced with: This Exhibit B, and any disputes that may arise out of or relate to this Exhibit B, shall be governed in all respects by, and this Exhibit B shall be construed and interpreted in accordance with, the laws of Washington State, without regard to choice of laws principles or any other doctrine or principle that would result in the application of any law other than the law of Washington State. You agree that any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts in Washington State. (5) Washington, D.C.: In the Non-Compete Restriction, paragraph 1 of Exhibit B, the language “for a period ending twelve (12) months” is replaced with “for a period ending 365 days.” Notice: To all employees working in Washington, D.C. who earn an amount greater than or equal to the applicable statutory threshold from the Company or any Related Company on an annualized basis: The District of Columbia Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of noncompete agreements. It allows employers to request noncompete agreements from “highly compensated employees” under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES). IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof. VERIZON COMMUNICATIONS, INC.: By: ________________________ Todd N. Brooks Senior Vice President – Compensation & Benefits THE PARTICIPANT: --- ## EX-10.B SEC source: [a2026q210-qxexhibit10b.htm](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxexhibit10b.htm) Exhibit 10b VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN 2026 RESTRICTED STOCK UNIT AGREEMENT AGREEMENT between Verizon Communications Inc. (“Verizon” or the “Company”) and you (the “Participant”) and your heirs and beneficiaries. 1. Purpose of Agreement. The purpose of this Agreement is to provide a grant of restricted stock units (“RSUs”) to the Participant. 2. Agreement. This Agreement is entered into pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan (the “Plan”), and evidences the grant of a restricted stock unit award in the form of RSUs pursuant to the Plan. In consideration of the benefits described in this Agreement, which Participant acknowledges are good, valuable and sufficient consideration, the Participant agrees to comply with the terms and conditions of this Agreement, including the Participant’s obligations and restrictions set forth in Exhibit A to this Agreement and the Participant’s non-competition, non-solicitation, confidentiality and other obligations and restrictions set forth in Exhibit B to this Agreement, both of which are incorporated into and are a part of the Agreement. The RSUs and this Agreement are subject to the terms and provisions of the Plan. By executing this Agreement, the Participant agrees to be bound by the terms and provisions of the Plan and this Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement. In addition, the Participant agrees to be bound by the actions of the Human Resources Committee of Verizon’s Board of Directors or any successor thereto (the “Committee”), and any designee of the Committee (to the extent that such actions are exercised in accordance with the terms of the Plan and this Agreement). If there is a conflict between the terms of the Plan and the terms of this Agreement, the terms of this Agreement shall control. 3. Contingency. The grant of RSUs is contingent on the Participant’s timely acceptance of this Agreement and satisfaction of the other conditions contained in it. Acceptance shall be through execution of the Agreement as set forth in paragraph 21. If the Participant does not accept this Agreement by the close of business on June 19, 2026, the Participant shall not be entitled to this grant of RSUs regardless of the extent to which the requirements in paragraph 5 (“Vesting”) are satisfied. In addition, to the extent a Participant is on a Company approved leave of absence, including but not limited to short-term disability leave, he or she will not be entitled to this grant of RSUs until such time as he or she has a bona fide return to work with Verizon or a Related Company (as defined in paragraph 13) and accepts this Agreement within the time period established by the Company. 4. Number of Units. The Participant is granted the number of RSUs as specified in the Participant’s account under the 2026 RSU grant, administered by Fidelity Investments or any successor thereto (“Fidelity”). A RSU is a hypothetical share of Verizon’s common stock. The value of a RSU on any given date shall be equal to the closing price of Verizon’s common stock on the New York Stock Exchange (“NYSE”) as of such date. A Dividend Equivalent Unit (“DEU”) or fraction thereof shall be added to each RSU each time that a dividend is paid on Verizon’s common stock with respect to each dividend record date that occurs after the date of grant and prior to the payment of a RSU. The amount of each DEU shall be equal to the corresponding dividend paid on a share of Verizon’s common stock. The DEU shall be converted into RSUs or fractions thereof based upon the closing price of Verizon’s common stock traded on the NYSE on the dividend payment date of each declared dividend on Verizon’s common stock, and such RSUs or fractions thereof shall be added to the Participant’s RSU balance. DEUs that are credited will be subject to the same vesting, termination and other terms as the RSUs to which they relate. To the extent that Fidelity or the Company makes an error, including but not limited to an administrative error with respect to the number or value of the RSUs granted to the Participant under this Agreement, the DEUs credited to the Participant’s account or the amount of the final award payment, the Company or Fidelity specifically reserves the right to correct such error at any time and the Participant agrees that he or she shall be legally bound by any corrective action taken by the Company or Fidelity. 5. Vesting. (a) General. The Participant shall vest in the RSUs as follows: one-third of the total number of RSUs subject to this grant (including DEUs credited with respect to such RSUs) shall vest on March 1, 2027, one-third of the total number of RSUs subject to this grant (including DEUs credited with respect to such RSUs) shall vest on March 1, 2028, and the remaining number of RSUs subject to this grant (including DEUs credited with respect to such RSUs) shall vest on March 1, 2029. The Participant must be continuously employed by the Company or a Related Company (as defined in paragraph 13) from the date the RSUs are granted through each of the applicable vesting dates specified in this paragraph 5(a) as a condition to the vesting of the applicable installment of the RSUs, except as otherwise provided in paragraph 7 (“Early Cancellation/Accelerated Vesting of RSUs”) or as otherwise provided by the Committee. (b) Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the continuous employment requirement in paragraph 5(a). If the Participant transfers employment pursuant to this paragraph 5(b), the Participant will still be required to satisfy the definition of “Full Retirement” or “Early Retirement” under paragraph 7 of this Agreement in order to be eligible for the accelerated vesting provisions in connection with a “Full Retirement” or “Early Retirement”, as applicable. 6. Payment. All payments under this Agreement shall be made in shares of Verizon common stock. Subject to paragraph 7(a) or 7(b), as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) (but in no event later than two and one-half months after the applicable vesting date), the number of shares that shall be paid shall equal the number of RSUs that vested on the applicable vesting date (minus shares withheld for taxes). If the Participant dies before any payment due hereunder is made, such payment shall be made to the Participant’s beneficiary, as designated under paragraph 11. Once a payment has been made with respect to a RSU, the RSU shall be cancelled; however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. 7. Early Cancellation/Accelerated Vesting of RSUs. Notwithstanding the provisions of paragraph 5, RSUs may vest or be forfeited before the applicable vesting and payment dates set forth above as follows: (a) Termination for Cause. If the Participant’s employment by the Company or a Related Company is terminated by the Company or a Related Company for Cause (as defined below) at any time prior to the date that the RSUs are paid pursuant to paragraph 6, the RSUs (whether vested or not) shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant. (b) Voluntary Separation On or Before March 1, 2029 for any Reason other than Full Retirement or Early Retirement. If the Participant separates from employment on or before March 1, 2029 for any reason other than as specified in paragraph 7(c) below, all then-unvested RSUs shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant. (c) Full Retirement, Early Retirement, Involuntary Termination Without Cause or Termination Due to Death or Disability. (1) If the Participant ceases to be employed by the Company or a Related Company either (A) by reason of the Participant’s Full Retirement on or after the last business day prior to July 1, 2026 and on or before March 1, 2029, (B) due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause on or before March 1, 2029, or (C) due to the Participant’s death or Disability (as defined below) on or before March 1, 2029, then: (i) the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and (ii) the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 5(a). (2) If the Participant ceases to be employed by the Company or a Related Company either (A) by reason of the Participant’s Full Retirement before the last business day prior to July 1, 2026, or (B) by reason of the Participant’s Early Retirement on or before March 1, 2029, then: (i) the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and (ii) if the separation from employment occurs other than on a scheduled vesting date applicable to the RSUs (as such scheduled vesting dates are set forth in paragraph 5(a)), the Participant shall vest in a Pro-Rata Portion (as defined below) of the Participant’s then-unvested RSUs that were (but for such separation from employment) scheduled to vest pursuant to paragraph 5(a) on the first vesting date scheduled to occur after the date of the Participant’s separation from employment (such vesting date, the “Next Scheduled Vesting Date”). For this purpose, “Pro-Rata Portion” means a fraction, the numerator of which is the total number of calendar days in the period beginning with the day immediately following the last scheduled vesting date pursuant to paragraph 5(a) to have occurred prior to the date of the Participant’s separation from employment (or, if no such prior vesting date had occurred prior to the date of the Participant’s separation from employment, beginning with the day immediately following the date of grant of the award) through and including the date of the Participant’s separation from employment, and the denominator of which is the total number of calendar days in the period beginning with the day immediately following the last scheduled vesting date pursuant to paragraph 5(a) to have occurred prior to the date of the Participant’s separation from employment (or, if no such prior vesting date had occurred prior to the date of the Participant’s separation from employment, beginning with the day immediately following the date of grant of the award) through and including the Next Scheduled Vesting Date. (3) The accelerated vesting of any RSUs pursuant to paragraph 7(c)(1) or 7(c)(2) is conditioned on (i) the Participant not committing a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement and (ii) the Participant executing, within the time prescribed by Verizon, a separation agreement satisfactory to Verizon, which separation agreement will include, among other terms, a general release waiving any claims the 2 Participant may have against Verizon and any Related Company and non-competition and non-solicitation provisions that are no more restrictive than those contained in Exhibit B (otherwise, paragraph 7(b) shall apply). (4) Any RSUs that vest pursuant to paragraph 7(c)(1) or 7(c)(2) shall be payable as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under paragraph 7(c)(1) or 7(c)(2) (but in no event later than two and one-half months after the applicable vesting date set forth in paragraph 5(a)). (d) Change in Control. If a Participant ceases to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan): (i) the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and (ii) the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 5(a); provided, however, that all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. Any RSUs that vest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under this paragraph (but in no event later than two and one-half months after the applicable vesting date set forth in paragraph 5(a)). (e) Vesting Schedule. Except and to the extent provided in paragraphs 7(c) and (d), nothing in this paragraph 7 shall alter the vesting schedule prescribed by paragraph 5. (f) Defined Terms. For purposes of this Agreement, the following definitions shall apply: (1) “Cause” means the occurrence of any of the following: (i) incompetence or negligence in the discharge of, or inattention to or neglect of or failure to perform, the duties and responsibilities assigned to the Participant; fraud, misappropriation or embezzlement; or a material breach of the Verizon Code of Conduct (as in effect at the relevant time) or any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, all as determined by the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) in her or his discretion, or (ii) commission of any felony of which the Participant is finally adjudged guilty by a court of competent jurisdiction. (2) “Disability” means the total and permanent disability of the Participant as defined by, or determined under, the Company’s long-term disability benefit plan. (3) “Early Retirement” means with respect to a Participant to cease to be employed by the Company or a Related Company due to voluntary separation at a time that the Participant has attained (i) 55 years of age, but less than 65 years of age, and (ii) 5 or more years of vesting service, but less than 10 years of vesting service, provided that the retirement was not occasioned by a discharge for Cause. For purposes of this definition, “years of vesting service” is used as defined under the applicable Verizon tax-qualified 401(k) savings plan. (4) “Full Retirement” means with respect to a Participant: (i) to cease to be employed by the Company or a Related Company due to voluntary separation after the Participant has attained at least one of the following: (A) at least 15 years of vesting service and a combination of age and years of vesting service that equals or exceeds 75 points, (B) 65 years of age and 5 years of vesting service, or (C) 55 years of age and 10 years of vesting service; or (ii) retirement of the Participant under any other circumstances determined in writing by the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee), provided that, in any case, the retirement was not occasioned by a discharge for Cause. For purposes of this definition, “years of vesting service” is used as defined under the applicable Verizon tax-qualified 401(k) savings plan. For clarity, a “point” for these purposes means one year of age or one year of vesting service. 8. Shareholder Rights. The Participant shall have no rights as a shareholder with respect to the RSUs until the date on which the Participant becomes the holder of record with respect to any shares of Verizon common stock to which this grant relates. Except as provided in the Plan or in this Agreement, no adjustment shall be made for dividends or other rights for which the record date occurs while the RSUs are outstanding. 9. Amendment of Agreement. Except to the extent required by law or specifically contemplated under this Agreement, neither the Committee nor the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) may, without the written consent of the Participant, change any term, condition or provision affecting the RSUs if the change would have a material adverse effect upon the RSUs or the Participant’s rights thereto. Nothing in the preceding sentence shall 3 preclude the Committee or the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) from exercising administrative discretion with respect to the Plan or this Agreement, and the exercise of such discretion shall be final, conclusive and binding. This discretion includes, but is not limited to, corrections of any errors, including but not limited to any administrative errors, and determining whether the Participant has been discharged for Cause, has a Disability, has attained Full Retirement or Early Retirement, has breached any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement or has satisfied the requirements for a bona fide return to work under paragraph 3 and for vesting and payment under paragraphs 5 and 7 of this Agreement. 10. Assignment. The RSUs shall not be assigned, pledged or transferred except by will or by the laws of descent and distribution. 11. Beneficiary. The Participant shall designate a beneficiary in writing and in such manner as is acceptable to the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee). Each such designation shall revoke all prior designations by the Participant with respect to the Participant’s benefits under the Plan and shall be effective only when filed by the Participant with the Company during the Participant’s lifetime. If the Participant fails to so designate a beneficiary, or if no such designated beneficiary survives the Participant, the Participant’s beneficiary shall be the Participant’s estate. 12. Other Plans and Agreements. Any payment received by the Participant pursuant to this Agreement shall not be taken into account as compensation in the determination of the Participant’s benefits under any pension, savings, life insurance, severance or other benefit plan maintained by Verizon or a Related Company. The Participant acknowledges that this Agreement or any prior RSU agreement shall not entitle the Participant to any other benefits under the Plan or any other plans maintained by the Company or a Related Company. 13. Company and Related Company. For purposes of this Agreement, “Company” means Verizon Communications Inc. “Related Company” means (a) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or proprietary interest of 50 percent or more at any time during the term of this Agreement, or (b) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or other proprietary interest of less than 50 percent at any time during the term of this Agreement but which, in the discretion of the Committee, is treated as a Related Company for purposes of this Agreement. 14. Employment Status. The grant of the RSUs shall not be deemed to constitute a contract of employment for a particular term between the Company or a Related Company and the Participant, nor shall it constitute a right to remain in the employ of any such Company or Related Company. In addition, acceptance of this Agreement shall not be deemed to be a condition of continuing employment. 15. Withholding. The Participant acknowledges that he or she shall be responsible for any taxes that arise in connection with this grant of RSUs. Unless the Participant elects otherwise in accordance with procedures established by the Committee, shares of Verizon common stock otherwise deliverable to the Participant upon payment of RSUs shall automatically be withheld by the Company in satisfaction of applicable tax withholding obligations, up to an amount not to exceed the maximum individual statutory tax rate in each applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting treatment or otherwise permitted by the Committee). To the extent that such share withholding is insufficient or otherwise not available, the Company shall make such other arrangements as it deems necessary for the collection of any additional amounts required to be withheld pursuant to any applicable law or regulation. 16. Securities Laws. The Company shall not be required to make payment with respect to any shares of common stock prior to the admission of such shares to listing on any stock exchange on which the stock may then be listed and the completion of any registration or qualification of such shares under any federal or state law or rulings or regulations of any government body that the Company, in its discretion, determines to be necessary or advisable. 17. Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee of Verizon’s Board of Directors may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder. 18. Successors. This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company and the person or entity to whom the RSUs may have been transferred by will, the laws of descent and distribution, or beneficiary designation. All terms and conditions of this Agreement imposed upon the Participant shall, unless the context clearly indicates otherwise, be deemed, in the event of the Participant’s death, to refer to and be binding upon the Participant’s heirs and beneficiaries. 4 19. Construction. In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. In the event that any provision, including any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended. The RSUs are intended to not be subject to any tax, interest or penalty under Section 409A of the Code, and this Agreement shall be construed and interpreted consistent with such intent. 20. Defined Terms. Except where the context clearly indicates otherwise, all capitalized terms used herein shall have the definitions ascribed to them by the Plan, and the terms of the Plan shall apply where appropriate. 21. Execution of Agreement. The Participant shall indicate his or her consent and acknowledgment to the terms of this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) and the Plan by executing this Agreement pursuant to the instructions provided and otherwise shall comply with the requirements of paragraph 3. In addition, by consenting to the terms of this Agreement and the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, the Participant expressly agrees and acknowledges that Fidelity may deliver all documents, statements and notices associated with the Plan and this Agreement to the Participant in electronic form. The Participant and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if the Participant and Verizon executed this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) in paper form. 22. Confidentiality. Except to the extent otherwise required by law, the Participant shall not disclose, in whole or in part, any of the terms of this Agreement. This paragraph 22 does not prevent the Participant from disclosing the terms of this Agreement to the Participant’s spouse or beneficiary or to the Participant’s legal, tax, or financial adviser, provided that the Participant take all reasonable measures to assure that the individual to whom disclosure is made does not disclose the terms of this Agreement to a third party except as otherwise required by law. 23. Applicable Law. Except as expressly provided in Exhibit B, the validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. 24. Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Executive Vice President and Chief Human Resources Officer of Verizon at One Verizon Way, Basking Ridge, New Jersey 07920 and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy, sent by overnight carrier, or enclosed in a properly sealed envelope as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service. 25. Dispute Resolution. (a) General. Except as otherwise provided in paragraph 26 below, all disputes arising under or related to the Plan or this Agreement and all claims in which a Participant seeks damages or other relief that relate in any way to RSUs or other benefits of the Plan are subject to the dispute resolution procedure described below in this paragraph 25. (i) For purposes of this Agreement, the term “Units Award Dispute” shall mean any claim against the Company or a Related Company, other than Units Damages Disputes described in paragraph (a)(ii) below, regarding (A) the interpretation of the Plan or this Agreement, (B) any of the terms or conditions of the RSUs issued under this Agreement, or (C) allegations of entitlement to RSUs or additional RSUs, or any other benefits, under the Plan or this Agreement; provided, however, that any dispute relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement or to the forfeiture of an award as a result of a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall not be subject to the dispute resolution procedures provided for in this paragraph 25. (ii) For purposes of this Agreement, the term “Units Damages Dispute” shall mean any claims between the Participant and the Company or a Related Company (or against the past or present directors, officers, employees, representatives, or agents of the Company or a Related Company, whether acting in their capacity as such or otherwise), that are related in any way to the Participant’s employment or former employment, including claims of alleged employment discrimination, wrongful termination, or violations of Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Family Medical Leave Act, the Sarbanes-Oxley Act, or any other U.S. federal, state or local law, statute, regulation, or ordinance relating to employment or any common law theories 5 of recovery relating to employment, such as breach of contract, tort, or public policy claims, in which the damages or other relief sought relate in any way to RSUs or other benefits of the Plan or this Agreement. (b) Internal Dispute Resolution Procedure. All Units Award Disputes, and all Units Damages Dispute alleging breach of contract, tort, or public policy claims with respect to the Plan or this Agreement (collectively, “Plan Disputes”), shall be referred in the first instance to the Verizon Employee Benefits Committee (“EB Committee”) for resolution internally within Verizon. Except where otherwise prohibited by law, all Plan Disputes must be filed in writing with the EB Committee no later than one year from the date that the dispute accrues. Consistent with paragraph 25(c)(i) of this Agreement, all decisions relating to the enforceability of the limitations period contained herein shall be made by the arbitrator. To the fullest extent permitted by law, the EB Committee shall have full power, discretion, and authority to interpret the Plan and this Agreement and to decide all Plan Disputes brought under this Plan and Agreement. Determinations made by the EB Committee shall be final, conclusive and binding, subject only to review by arbitration pursuant to paragraph (c) below under the arbitrary and capricious standard of review. A Participant’s failure to refer a Plan Dispute to the EB Committee for resolution will in no way impair the Company’s right to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). (c) Arbitration. All appeals from determinations by the EB Committee as described in paragraph (b) above, and any Units Damages Dispute, shall be fully and finally settled by arbitration administered by the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues, except where a longer limitations period is required by applicable law. However, a Participant’s failure to initiate arbitration within one year will in no way impair the Company’s right, exercised at its discretion, to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). Decisions about the applicability of the limitations period contained herein shall be made by the arbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant’s most recent employment by the Company or a Related Company, unless the parties agree in writing to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, may also be raised in such arbitration proceedings. (i) The arbitrator shall have the authority to determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to the terms of the Plan, this Agreement (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), existing Company policy, and applicable substantive Delaware State and U.S. federal law and shall have the authority to award any remedy or relief permitted by such laws. The final decision of the EB Committee with respect to a Plan Dispute shall be upheld unless such decision was arbitrary or capricious. The decision of the arbitrator shall be final, conclusive, not subject to appeal, and binding and enforceable in any applicable court. (ii) The Participant understands and agrees that, pursuant to this Agreement, with respect to Units Award Disputes and Units Damages Disputes, both the Participant and the Company or a Related Company waive any right to sue each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this Agreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond. (iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party. (iv) The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes and Units Damages Disputes (subject to the mandatory EB Committee 6 procedure provided for in paragraph 25(b) above). Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, or if application of the FAA requires consideration of state law in any dispute arising under this Agreement or subject to this dispute resolution provision, the laws of the State of Delaware shall apply without giving effect to the conflicts of laws provisions thereof. (vi) To the extent an arbitrator determines that the Participant was not terminated for Cause and is entitled to the RSUs or any other benefits under the Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a separation agreement satisfactory to Verizon as provided under paragraph 7(c)(3) shall remain applicable in order to receive the benefit of any RSUs pursuant to this Agreement. 26. Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all RSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction. 7 Exhibit A – Participant’s Obligations As part of the Agreement to which this Exhibit A is attached, you, the Participant, agree to the following obligations: 1. Effect of a Material Restatement of Financial Results; Recoupment; Company Policies Regarding Securities Transactions. (a) General. Notwithstanding anything in this Agreement to the contrary, you agree that, with respect to all RSUs granted to you on or after January 1, 2007 and all short-term incentive awards made to you on or after January 1, 2007, to the extent the Company or any Related Company is required to materially restate any financial results based upon your willful misconduct or gross negligence while employed by the Company or any Related Company (and where such restatement would have resulted in a lower payment being made to you), you will be required to repay all previously paid or deferred (i) RSUs and (ii) short-term incentive awards that were provided to you during the performance periods that are the subject of the restated financial results, plus a reasonable rate of interest. For purposes of this paragraph, “willful misconduct” and “gross negligence” shall be as determined by the Committee. The Audit Committee of the Verizon Board of Directors shall determine whether a material restatement of financial results has occurred. If you do not repay the entire amount required under this paragraph, the Company may, to the extent permitted by applicable law, offset your obligation to repay against any source of income available to it, including but not limited to any money you may have in your nonqualified deferral accounts. (b) Requirements of Recoupment Policy or Applicable Law. The repayment rights contained in paragraph 1(a) of Exhibit A shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any Company recoupment policy that may apply to you, including, without limitation, the Company’s Policy for the Recovery of Erroneously Awarded Compensation (as may be in effect from time to time), to the extent applicable, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) or under any other applicable law. By accepting this award of RSUs, you agree and consent to the Company’s application, implementation and enforcement of any such Company recoupment policy (as it may be in effect from time to time) that may apply to you and any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation and expressly agree that the Company may take such actions as are permitted under any such policy (as applicable to you) or applicable law, such as the cancellation of RSUs and repayment of amounts previously paid or deferred with respect to any previously granted RSUs or short-term incentive awards, without further consent or action being required by you. (c) Company Policies Regarding Securities Transactions. By accepting this award of RSUs, you agree to comply with all Company policies regarding trading in securities or derivative securities (including, without limitation, the Company’s policies prohibiting trading on material inside information regarding the Company or any business with which the Company does business, the Company’s policies prohibiting engaging in financial transactions that would allow you to benefit from a devaluation of the Company’s securities, and any additional policy that the Company may adopt prohibiting you from hedging your economic exposure to the Company’s securities), as such policies are in effect from time to time and for as long as such policies are applicable to you. 2. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit A, all capitalized terms used in this Exhibit A shall have the definitions given to those terms in the Agreement to which this Exhibit A is attached. 3. Agreement to Participant’s Obligations. You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit A in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit A in paper form. 8 Exhibit B – Non-Competition, Non-Solicitation, Confidentiality and Other Obligations As part of the Agreement to which this Exhibit B is attached in exchange for the grant of RSUs under the Agreement, which serves as mutually agreed-upon consideration for the Agreement, including the non-competition restriction set forth in paragraph 1 (the “Non-Compete Restriction”), you (the “Participant”) and the Company, or any Related Company which employs or employed you, agree to the following obligations: 1. Non-Competition. (a) Prohibited Conduct. Subject to paragraph 12 below, during the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) directly or indirectly: (1) personally engage in Competitive Activities (as defined below); or (2) own, manage, control, or participate in the ownership, management, or control of, or provide consulting or advisory services to, any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or any company or person affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities; provided that your purchase or holding, for investment purposes, of securities of a publicly traded company shall not constitute “ownership” or “participation in the ownership” for purposes of this paragraph so long as your equity interest in any such company is less than a controlling interest. This subparagraph (a) shall not prohibit you from (i) being employed by, or providing services to, a consulting firm, provided that you do not personally engage in Competitive Activities or provide consulting or advisory services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or to any person or entity affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or (ii) engaging in the practice of law as an in-house counsel, sole practitioner or as a partner in (or as an employee of or counsel to) a corporation or law firm in accordance with applicable legal and professional standards. Exception (ii), however, does not apply to you engaging in Competitive Activities or providing services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, wherein neither such engagement nor such service provided is primarily the practice of law. (b) Competitive Activities. For purposes of this Exhibit B: “Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services (1) that were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and (2) for which you are responsible (directly or indirectly) or otherwise have any involvement in planning, developing, managing, marketing, selling, overseeing, supporting, implementing, or performing, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not have any overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company. 2. Interference With Business Relations. Subject to paragraph 12 below, during the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee): (a) recruit, induce or solicit, directly or indirectly, any employee of the Company or Related Company who was employed by the Company or any Related Company prior to or as of your termination date and whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company for employment or for retention as a consultant or service provider to any person or entity; (b) hire or participate (with another person or entity) in the process of recruiting, soliciting or hiring, directly or indirectly, any person who is then an employee of the Company or any Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company, or provide, directly or indirectly, names or other information about any employees of the Company or Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company to any person or entity under circumstances that could lead to the use of any such information for purposes of recruiting, soliciting or hiring any such employee for any person or entity; 9 (c) interfere, or attempt to interfere, directly or indirectly, with any relationship of the Company or any Related Company with any of its employees, agents, or representatives; (d) solicit or induce, or in any manner attempt to solicit or induce, directly or indirectly, any client, customer, or Prospect (defined below) of the Company or any Related Company (1) to cease being, or not to become, a customer of the Company or any Related Company, or (2) to divert any business of such customer or Prospect from the Company or any Related Company; or (e) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, directly or indirectly, the relationship, contractual or otherwise, between the Company or any Related Company and any of its customers, clients, Prospects, suppliers, vendors, service providers, developers, joint ventures, equity investments or partners, inventors, consultants, employees, agents, or representatives. For purposes of paragraphs 2(d) and 2(e), “Prospect” shall mean any person or entity from whom or which any business was being solicited by Verizon or any Related Company within the most recent 12-month period of your employment. 3. Protection of Confidential Information. You shall at all times, including after any termination of your employment with the Company or any Related Company, preserve the confidentiality of all Confidential Information (defined below) of the Company or any Related Company, and you shall not use for the benefit of yourself or any person, other than the Company or a Related Company, or disclose to any person, except and to the extent that disclosure of such information is authorized under applicable laws or regulations (e.g., “whistleblower” laws such as 18 USC 1833(b) described below), any Confidential Information or trade secrets of the Company or any Related Company. “Confidential Information” means any information or data related to the Company or any Related Company, including information entrusted to the Company or a Related Company by others, which has not been fully disclosed to the public by the Company or a Related Company, which is treated as confidential or otherwise protected within the Company or any Related Company or is of value to competitors, such as: trade secrets; strategic or tactical business plans; undisclosed business, operational or financial data; ideas, processes, methods, techniques, systems, models, devices, programs, computer software, or related information; documents relating to regulatory matters or correspondence with governmental entities; information concerning any past, pending, or threatened legal dispute; pricing or cost data; the identity, reports or analyses of business prospects; business transactions (including those that are contemplated or planned); research data; personnel information or data; identities of suppliers to the Company or any Related Company or users or purchasers of the Company’s or Related Company’s products or services; the Agreement to which this Exhibit B is attached; and any other non-public information pertaining to or known by the Company or a Related Company, including confidential or non-public information of a third party that you know or should know the Company or a Related Company is obligated to protect. For the avoidance of doubt, any information that becomes publicly known through no fault of yours shall not be considered “Confidential Information” for purposes of this Agreement after it becomes publicly known. 4. Notice of Immunity. Section 18 USC 1833(b) provides that “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in the Agreement, including this Exhibit B, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). 5. Return of Company Property; Ownership of Intellectual Property Rights. You agree that on or before termination of your employment for any reason with the Company or any Related Company, you shall return to the Company all property owned by the Company or any Related Company or in which the Company or any Related Company has an interest or to which the Company or any Related Company has any obligation, including any and all files, documents, data, records and any other non-public information (whether on paper or in tapes, disks, memory devices, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that the Company (or, as applicable, a Related Company) is the rightful owner of, and you hereby grant and assign, all worldwide right, title and interest in and to any Intellectual Property (defined below) to Company (or, as applicable, a Related Company).You shall at all times, both before and after termination of your employment, cooperate with the Company (or, as applicable, any Related Company) and its representatives in executing and delivering documents requested by the Company or a Related Company, and taking any other actions, that are necessary or requested by the Company or a Related Company to assist the Company or any Related Company in patenting, copyrighting, protecting, registering, or enforcing any Intellectual Property and to vest title thereto solely in the Company (or, as applicable, a Related Company). You irrevocably designate and appoint Verizon, its duly authorized officers and legal counsel, as your agents and attorneys-in-fact authorized to execute and file any document in your name that is necessary to secure, perfect or memorialize the rights of Company (or, as applicable, a Related Company) in Intellectual Property, such power of attorney coupled with the interest conveyed by you in Intellectual Property. You waive any moral rights, artist’s rights or the like you may obtain in any Intellectual Property, or, to the extent such waiver is not permitted by law, hereby agree not to assert any moral rights, artist’s rights or the like to any Intellectual Property against Company, any Related Company, or their assignees or licensees. As used herein, “Intellectual Property” means any of the following created, invented, discovered or developed by you (alone or with others) during the period of your employment by Company or any Related Company: (a) ideas, inventions, 10 designs, models, algorithms and discoveries (whether patentable or not); computer programs, documents, images, works of authorship and other information fixed in tangible media (whether copyrightable or not); trade secrets, know how, models, data and other Confidential Information regarding the business of Company or any Related Company; trademarks, trade dress, designs and other indicia or origin (whether registered or not); and all worldwide intellectual property rights obtained based on the foregoing, including patents, utility models, copyrights, trademarks, trade secrets, rights in data, or other intellectual property or neighboring rights. Notwithstanding the foregoing, Intellectual Property does not include anything developed entirely on your own time without using any equipment, supplies, facilities or confidential information of Company or any Related Company, except that which (i) relates at the time of its conception or reduction to practice to the business of Company or any Related Company or actual or demonstrably anticipated research or development of Company or any Related Company, or (ii) results from any work performed by you for Company or any Related Company. 6. Nondisparagement. To the extent permitted by law, you agree to take no action that would cause the Company or any Related Company (including its present and former employees and directors) embarrassment or humiliation or otherwise cause or contribute to the Company or any Related Company (including its present and former employees and directors) being held in a negative light or in disrepute by the general public or the Company’s or any Related Company’s clients, shareholders, customers, federal or state regulatory agencies, employees, agents, officers, or directors. Nothing in this provision prohibits you from providing truthful testimony as required by law or to a government authority with jurisdiction over the Company or a Related Company in connection with an investigation by that authority, as to a possible violation of applicable law. 7. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit B, all capitalized terms used in this Exhibit B shall have the definitions given to those terms in the Agreement to which this Exhibit B is attached. 8. Effective Date; Changes in Employment. This Exhibit B shall be effective upon your execution of this Agreement, and it shall be binding upon the parties and their heirs, successors, and assigns. This Exhibit B shall apply to and govern any and all positions you may hold with the Company or any Related Company or with any of the Company’s or Related Company’s transferees, successors, or assignees. You understand that, from time to time, you may be promoted, demoted, or assigned different or additional duties and responsibilities, and that your position, title, compensation, department or business unit, location, or other aspects of your employment may change in whole or in part. You therefore agree that no change in your employment, including any interruption in your employment, will affect the validity, applicability, or scope of this Exhibit B or your obligations under this Exhibit B. 9. Agreement to Non-Competition, Non-Solicitation, Confidentiality and Other Obligations. You acknowledge that the geographic boundaries, scope of prohibited activities, and time duration of the restrictions set forth in paragraphs 1 and 2 above are reasonable in nature and are no broader than are necessary to maintain the confidential information, trade secrets and the goodwill of the Company and its Related Companies and to protect the other legitimate business interests of the Company and its Related Companies and are not unduly restrictive on you. In addition, you and the Company agree and intend that the covenants contained in paragraphs 1 and 2 shall be deemed to be a series of separate covenants and agreements, one for each and every county or political subdivision of each applicable state of the United States and each country of the world. It is the desire and intent of the parties hereto that the provisions of this Exhibit B be enforced to the fullest extent permissible under the governing laws and public policies of the State of New Jersey, and to the extent applicable, each jurisdiction in which enforcement is sought. Accordingly, if any provision in this Exhibit B or deemed to be included in this Exhibit B shall be adjudicated to be invalid or unenforceable, such provision, without any action on the part of the parties hereto, shall be deemed amended to delete or to modify (including, without limitation, a reduction in duration, geographical area or prohibited business activities) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made, and such deletion or modification to be made only to the extent necessary to cause the provision as amended to be valid and enforceable You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit B in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit B in paper form. 10. Right to Counsel/Time to Consider. You acknowledge that you have been advised in writing to, and have had the opportunity to, consult with counsel of your choice concerning the terms and conditions of this Exhibit B and that you have been provided with at least fourteen (14) days to review and consider this Exhibit B prior to accepting it. To ensure compliance with your obligations and restrictions set forth in this Exhibit B, you agree that you will disclose to a designated member of the Company’s Executive Compensation department any contemplated post-employment activity in which you intend to engage during the twelve (12) months following the termination of your employment with the Company or any 11 Related Company for any reason, whether as an employee, owner, advisor and/or any other capacity, prior to you commencing any such post-employment activity. 11. Governing Law and Non-exclusive Forum. Except as otherwise provided in the state-specific modifications set forth in paragraph 12 below, the parties expressly agree: (a) that, because the Plan is centrally administered in the State of New Jersey by employees of a Verizon Communications Inc. affiliate, the subject matter of this Exhibit B bears a reasonable relationship to the State of New Jersey; (b) that this Exhibit B is made under, shall be construed in accordance with, and governed in all respects by the laws of the State of New Jersey without giving effect to any other jurisdiction’s choice of law rules; and (c) the parties consent to the non-exclusive jurisdiction and venue of the courts of the State of New Jersey, and the federal courts of the United States of America located in the State of New Jersey, over any action, claim, controversy or proceeding arising under this Exhibit B, and irrevocably waive any objection they may now or hereafter have to the non-exclusive jurisdiction and venue of such courts. 12. State-Specific Notifications. (a)The following notification is provided to you pursuant to certain state laws regarding invention assignments by employees. (I) FOR ANY TIME DURING WHICH YOU ARE EMPLOYED IN THE STATES OF CALIFORNIA, DELAWARE, ILLINOIS, KANSAS, MINNESOTA, NEW JERSEY, NORTH CAROLINA, UTAH OR WASHINGTON BY VERIZON OR ANY RELATED COMPANY, THIS IS TO NOTIFY you, in accordance with the laws of the aforementioned states, that this Agreement does not require you to assign or offer to assign to Verizon or any Related Company any invention that you developed entirely on your own time without using the equipment, supplies, facilities or trade secret information of Verizon or a Related Company except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the business, or actual or demonstrably anticipated research or development, of Verizon or a Related Company; or (2) Result from any work performed by you for Verizon or a Related Company. (II) You are not required to assign an invention that is excluded from assignment in part (I) to Verizon or a Related Company during the time you are employed in the states noted above. (III) The exclusion of part (I) does not apply to any patent or invention covered by a contract between Verizon or a Related Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States. (b)Modifications and Notices as to California, Colorado, Minnesota, Washington State, and Washington, D.C.: (1) California: If you reside or work in California when you sign this Agreement, paragraphs 1 and 2 of Exhibit B do not apply to you. If you reside and work outside California when you sign this Agreement, but you subsequently reside or work in California, then while you reside or work in California, paragraphs 1 and 2 of Exhibit B will be deemed not to apply to you and will not be enforced against you. Additionally, for employees who reside in the State of California at the time they execute the Agreement or who relocate to California prior to the end of their employment with the Company or any Related Company, the language in paragraph 11 of Exhibit B is replaced (for the time the employee resides in California) with: For as long as you are a resident of California, this Exhibit B and any disputes that may arise out of or relate to this Exhibit B shall, in all respects, be governed by, and construed and interpreted in accordance with, the laws of the State of California and any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts located within California. (2) Colorado: For employees who, at the time employment ends, primarily resided and worked for the Company or any Related Company in the State of Colorado, the language in paragraph 11 of Exhibit B is replaced with: This Exhibit B, and any disputes that may arise out of or relate to this Exhibit B, shall be governed in all respects by, and this Exhibit B shall be construed and interpreted in accordance with, the laws of Colorado, without regard to choice of law principles or any other doctrine or principle that would result in the application of any law other than the law of Colorado. You agree that any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts in Colorado. 12 Additionally, for employees who reside in the State of Colorado at the time they execute the Agreement, including Exhibit B, the Non-Disparagement Restriction in paragraph 6 does not apply. The following additional acknowledgements supplement Exhibit B: By executing this Agreement, you acknowledge and agree that the Company and any Related Company have not used force, threats, or other means of intimidation to prevent you from engaging in any lawful occupation at any place that you see fit. (3) Minnesota: The Non-Compete Restriction in paragraph 1 of Exhibit B does not apply for so long as you primarily live and work in the State of Minnesota. Additionally, for employees primarily residing and working in the State of Minnesota at the time they execute the Agreement or who relocate to Minnesota and are a resident of Minnesota at the end of their employment with the Company or any Related Company, the language in paragraph 11 of Exhibit B is replaced (for the time they remain primarily residing and working in Minnesota) with: For as long as you primarily reside and work in Minnesota, this Exhibit B and any disputes that may arise out of or relate to this Exhibit B shall, in all respects, be governed by, and construed and interpreted in accordance with, the laws of the laws of the State of Minnesota and any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts located within Minnesota. (4) Washington: For employees based in Washington state, the language in paragraph 11 of Exhibit B is replaced with: This Exhibit B, and any disputes that may arise out of or relate to this Exhibit B, shall be governed in all respects by, and this Exhibit B shall be construed and interpreted in accordance with, the laws of Washington State, without regard to choice of laws principles or any other doctrine or principle that would result in the application of any law other than the law of Washington State. You agree that any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts in Washington State. (5) Washington, D.C.: In the Non-Compete Restriction, paragraph 1 of Exhibit B, the language “for a period ending twelve (12) months” is replaced with “for a period ending 365 days.” Notice: To all employees working in Washington, D.C. who earn an amount greater than or equal to the applicable statutory threshold from the Company or any Related Company on an annualized basis: The District of Columbia Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of noncompete agreements. It allows employers to request noncompete agreements from “highly compensated employees” under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES). 13 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof. VERIZON COMMUNICATIONS, INC.: By: ________________________ Todd N. Brooks Senior Vice President – Compensation & Benefits THE PARTICIPANT: 14 --- ## EX-10.C SEC source: [a2026q210-qxexhibit10c.htm](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxexhibit10c.htm) Exhibit 10c VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN CEO PERFORMANCE STOCK UNIT AGREEMENT AGREEMENT between Verizon Communications Inc. (“Verizon” or the “Company”) and you (the “Participant”) and your heirs and beneficiaries. 1.Purpose of Agreement. The purpose of this Agreement is to provide a grant of performance stock units (“PSUs”) to the Participant effective as of April 1, 2026 (the “Grant Date”). 2. Agreement. This Agreement is entered into pursuant to the 2017 Verizon Communications Inc. Long-Term Incentive Plan (the “Plan”), and evidences the grant of a performance stock unit award in the form of PSUs pursuant to the Plan. In consideration of the benefits described in this Agreement, which the Participant acknowledges are good, valuable and sufficient consideration, the Participant agrees to comply with the terms and conditions of this Agreement, including the Participant’s obligations and restrictions set forth in Exhibit A to this Agreement and the Participant’s non-competition, non-solicitation, confidentiality and other obligations and restrictions set forth in Exhibit B to this Agreement, both of which are incorporated into and are a part of the Agreement. The PSUs and this Agreement are subject to the terms and provisions of the Plan. By executing this Agreement, the Participant agrees to be bound by the terms and provisions of the Plan and this Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement. In addition, the Participant agrees to be bound by the actions of the Human Resources Committee of Verizon’s Board of Directors (the “Board”) or any successor thereto (the “Committee”), and any designee of the Committee (to the extent that such actions are exercised in accordance with the terms of the Plan and this Agreement). If there is a conflict between the terms of the Plan and the terms of this Agreement, the terms of this Agreement shall control. 3. Contingency. The grant of PSUs is contingent on the Participant’s timely acceptance of this Agreement and satisfaction of the other conditions contained in it. Acceptance shall be through execution of the Agreement as set forth in paragraph 21. If the Participant does not accept this Agreement by the close of business on June 19, 2026, the Participant shall not be entitled to this grant of PSUs regardless of the extent to which the requirements in paragraph 5 (“Vesting”) are satisfied. In addition, to the extent a Participant is on a Company approved leave of absence, including but not limited to short-term disability leave, he or she will not be entitled to this grant of PSUs until such time as he or she has a bona fide return to work with Verizon or a Related Company (as defined in paragraph 13) and accepts this Agreement within the time period established by the Company. 4. Number of Units. The Participant is granted the number of PSUs as specified in the Participant’s account under the CEO PSU grant, administered by Fidelity Investments or any successor thereto (“Fidelity”), which was determined by dividing $30,000,000 by $42.06 (which represents the Reference Price as defined in the Participant's Employment Letter Agreement with Verizon dated October 13, 2025, as amended). A PSU is a hypothetical share of Verizon’s common stock. The value of a PSU on any given date shall be equal to the closing price of Verizon’s common stock on the New York Stock Exchange (“NYSE”) as of such date. A Dividend Equivalent Unit (“DEU”) or fraction thereof shall be added to each PSU each time that a dividend is paid on Verizon’s common stock with respect to each dividend record date that occurs after the date of grant and prior to the payment of a PSU. The amount of each DEU shall be equal to the corresponding dividend paid on a share of Verizon’s common stock. The DEU shall be converted into PSUs or fractions thereof based upon the closing price of Verizon’s common stock traded on the NYSE on the dividend payment date of each declared dividend on Verizon’s common stock, and such PSUs or fractions thereof shall be added to the Participant’s Target Number of PSUs (as defined below). Effective as of the Grant Date, the CEO PSU grant was credited with a number of DEUs equal to the number of DEUs that would have been credited if the CEO PSU grant had been outstanding on the dividend record date of January 12, 2026. DEUs that are credited will be subject to the same vesting, termination and other terms as the PSUs to which they relate. To the extent that Fidelity or the Company makes an error, including but not limited to an administrative error with respect to the number or value of the PSUs granted to the Participant under this Agreement, the DEUs credited to the Participant’s account or the amount of the final award payment, the Company or Fidelity specifically reserves the right to correct such error at any time and the Participant agrees that he or she shall be legally bound by any corrective action taken by the Company or Fidelity. 5. Vesting. (a) General. The Participant shall vest in the PSUs to the extent provided in paragraph 5(b) (“Performance Requirement”) only if the Participant satisfies the requirements of paragraph 5(c) (“Continuous Employment Requirement”), except as otherwise provided in paragraph 7 (“Early Cancellation/Accelerated Vesting of PSUs”). (b) Performance Requirement. (1) The number of PSUs granted to the Participant, as specified in the Participant’s account under the CEO PSU grant, is referred to as the “Target Number of PSUs.” The vesting of one-half of the Target Number of PSUs will be determined with reference to the adjusted earnings per share metrics as provided in paragraph 5(b)(2) (the “Target Number of EPS PSUs”), and the vesting of the remaining one-half of the Target Number of PSUs will be determined with reference to the total shareholder return metrics as provided in paragraph 5(b)(3) (the “Target Number of TSR PSUs”). Notwithstanding anything in this paragraph 5(b), in all cases vesting remains subject to the requirements of paragraphs 5(c) and 7. (2) Adjusted Earnings Per Share (EPS) Growth Metric. (A) The percentage of the Target Number of EPS PSUs that will become earned and eligible to vest will be determined based on Verizon’s EPS (as defined below) for the two-year period beginning January 1, 2026 and ending on December 31, 2027 (the “EPS Award Cycle”). Notwithstanding paragraph 5(c), no portion of the Target Number of EPS PSUs will become earned and eligible to vest unless Verizon’s EPS for the EPS Award Cycle is greater than or equal to $X.XX. If the Committee determines that Verizon’s EPS for the EPS Award Cycle is greater than or equal to $X.XX the percentage of the Target Number of EPS PSUs that shall become eligible to vest will equal the Verizon EPS Vested Percentage (as defined below). (B) “EPS” shall mean Verizon’s earnings per share, as such term is used in Verizon’s consolidated financial statements, for the EPS Award Cycle as determined as of the last business day of the EPS Award Cycle, adjusted to exclude the impact of special items. The Committee will (to the extent necessary and without duplication) adjust such earnings per share to eliminate the financial impact of (i) acquisitions, divestitures or changes in business structure; (ii) changes in legal, tax, accounting or regulatory policy; and (iii) other items that are extraordinary in nature or not deemed to be in the ordinary course of business. The Committee’s determination of whether, and the extent to which, any such adjustment is necessary shall be final and binding. (C) “Verizon EPS Vested Percentage” shall be a percentage (between 0% and 200%), that is determined based on Verizon’s EPS in accordance with the following table. If EPS is between $X.XX and $X.XX or between $ X.XX and $X.XX, the Verizon EPS Vested Percentage will be interpolated on a straight-line basis between the respective levels. Verizon EPS of $ X.XX represents a compound annual growth rate of 3%, Verizon EPS of $ X.XX represents a compound annual growth rate of 4%, and Verizon EPS of $ X.XX represents a compound annual growth rate of 6%. | Verizon EPS | Verizon EPS Vested Percentage | | --- | --- | | Equal to or greater than $X.XX | 200% | | $X.XX | 100% | | $X.XX | 50% | | Less than $X.XX | 0% | (3) Total Shareholder Return (TSR) Metric. (A) One-half (1/2) of the Target Number of TSR PSUs will become earned and eligible to vest based on Verizon’s TSR (as defined below) for the period beginning on October 17, 2025 and ending at the close of business on December 31, 2026 (such PSUs, the “2026 TSR PSUs,” and such period, the “2026 TSR Award Cycle”), and the remaining one-half (1/2) of the Target Number of TSR PSUs shall become eligible to vest based on Verizon’s TSR for the period beginning on October 17, 2025 and ending at the close of business on December 31, 2027 (such PSUs, the “2027 TSR PSUs,” and such period, the “2027 TSR Award Cycle”). The 2026 TSR Award Cycle, the 2027 TSR Award Cycle and the EPS Award Cycle are referred to herein from time to time as the “Award Cycles.” Notwithstanding paragraph 5(c), no portion of the PSUs shall become eligible to vest unless the Committee determines that Verizon’s TSR Percentile Ranking for the applicable Award Cycle is greater than or equal to the 25th Percentile. If the Committee determines that Verizon’s Total Shareholder Return for the applicable Award Cycle is greater than or equal to the 25th Percentile, the percentage of the 2026 TSR PSUs or 2027 TSR PSUs, as applicable, that shall become eligible to vest will equal the Verizon TSR Vested Percentage (as defined below). (B) “TSR” or “Total Shareholder Return” shall mean the change in the price of a share of common stock plus dividends paid from the beginning of an Award Cycle until the end of the applicable Award Cycle, adjusted to reflect the reinvestment of dividends (if any) and as may be necessary to take into account stock splits or other events similar to those described in Section 4.3 of the Plan. The starting TSR for Verizon and for the Comparison Group shall be the average closing price of the applicable company’s common stock over the twenty (20) consecutive trading days ending on and including the first day of the applicable Award Cycle (in the case of Verizon, this price is $42.06). The ending TSR for Verizon and for the Comparator Group shall be the average closing price of the applicable company’s common stock over the twenty (20) consecutive trading days ending on and including December 31 of the applicable Award Cycle. The Committee shall determine TSR in accordance with its standard practice and its determinations shall be final and binding. (C) “Comparison Group” shall mean the companies in the S&P 100 Index on December 31, 2025. The Committee will make adjustments to the Comparison Group to preserve the intended incentives of this Agreement for any changes to the members of the Comparison Group, including, without limitation, the common stock of a member ceasing to be publicly traded or in the event a member of the Comparison Group merges or is otherwise involved in a business combination or becomes bankrupt or insolvent, in each case, during the applicable Award Cycle. (D) “Verizon TSR Percentile Ranking” shall be the percentile ranking of Verizon’s TSR relative to the TSRs of the companies comprising the Comparison Group. The Committee shall determine the Verizon TSR Percentile Ranking for the applicable Award Cycle and its determination shall be final and binding. (E) “Verizon TSR Vested Percentage” shall be the percentage (between 0% and 200%), which is based on Verizon’s TSR, determined as provided in the following table: | Verizon TSR Percentile Ranking | Vested Percentage | | --- | --- | | Greater than or equal to the 75th percentile | 200% | | Equal to the 50th percentile | 100% | | Equal to the 25th percentile | 50% | | Lower than the 25th percentile | 0% | If the Verizon TSR Percentile Ranking is less than the 75th percentile but greater than the 50th percentile, or less than the 50th percentile but greater than the 25th percentile, the Verizon TSR Vested Percentage for the applicable TSR Award Cycle will be interpolated on a straight-line basis between the respective levels. Notwithstanding the foregoing, if the Verizon TSR over the applicable Award Cycle is negative, the Vested Percentage will not exceed 100%. (c) Continuous Employment Requirement. Except as otherwise determined by the Committee, or except as otherwise provided in paragraph 7 (“Early Cancellation/Accelerated Vesting of PSUs”), the PSUs shall vest only if the Participant is continuously employed by the Company or a Related Company (as defined in paragraph 13) from the date the PSUs are granted through December 31, 2027. (d) Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the Continuous Employment Requirement in paragraph 5(c). 6. Payment. All payments under this Agreement shall be made in shares of Verizon common stock. Subject to paragraph 7(a) or 7(b), as soon as practicable after December 31, 2027 (but in no event later than March 15, 2028), the number of PSUs that vested (minus any withholding for taxes) shall be paid to the Participant. The number of shares that shall be paid (plus withholding for taxes) shall equal the number of PSUs that vested pursuant to paragraph 5(b). If the Participant dies before any payment due hereunder is made, such payment shall be made to the Participant’s beneficiary, as designated under paragraph 11. Once a payment has been made with respect to a PSU, the PSU shall be cancelled; however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. Any PSU that does not vest for the applicable Award Cycle (whether due to failure to achieve the applicable performance condition or otherwise, and subject to earlier termination pursuant to paragraph 7) shall terminate and be cancelled as of the last day of such Award Cycle without payment of any consideration by Verizon or any other action by the Participant. 7. Early Cancellation/Accelerated Vesting of PSUs. Notwithstanding the provisions of paragraph 5, PSUs may vest or be forfeited before the end of the Award Cycle or may be forfeited before the payment date as follows: (a) Termination for Cause. If the Participant’s employment by the Company or a Related Company is terminated by the Company or a Related Company for Cause (as defined below) at any time prior to the date that the PSUs are paid pursuant to paragraph 6, the PSUs (whether vested or not) shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant. (b) Voluntary Separation On or Before December 31, 2027 for any Reason. If the Participant separates from employment on or before December 31, 2027 for any reason other than as specified in paragraphs 7(c) and (d) below, the PSUs shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant. (c) Involuntary Termination Without Cause or Termination Due to Death or Disability or Termination Due to Succession Event. (1) Termination Due to Death or Disability or Succession Event. If the Participant ceases to be employed by the Company or a Related Company either (A) under circumstances where a successor Chief Executive Officer (“CEO”) of the Company has been appointed by the Board and the Committee has determined, in its sole discretion but acting reasonably and in good faith, that the Participant has satisfactorily facilitated an orderly transition of duties to such successor CEO of the Company (a “Succession Event”), or (B) due to the Participant’s death or Disability (as defined below) on or before December 31, 2027, then the Participant’s PSUs shall be subject to the vesting provisions set forth in paragraphs 5(a) and 5(b) (without prorating the award), except that the Continuous Employment Requirement set forth in paragraph 5(c) shall not apply. (2) Involuntary Termination Without Cause. If the Participant ceases to be employed by the Company or a Related Company by reason of an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause on or before December 31, 2027, then the Continuous Employment Requirement set forth in paragraph 5(c) shall not apply to the Participant’s PSUs, and the Participant shall be eligible to vest in a Pro-Rata Portion (as defined below) of the Participant’s PSUs that are eligible to become vested pursuant to paragraphs 5(a) and 5(b). For this purpose, “Pro-Rata Portion” means a fraction, the numerator of which is the total number of calendar days in the applicable Award Cycle to have occurred through and including the date of the Participant’s separation from employment, and the denominator of which is the total number of calendar days in the applicable Award Cycle. (3) The continued eligibility for vesting of any PSUs pursuant to paragraph 7(c)(1) or 7(c)(2) is conditioned on (i) the Participant not committing a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement and (ii) the Participant executing, within the time prescribed by Verizon, a separation agreement satisfactory to Verizon, which separation agreement will include, among other terms, a general release waiving any claims the Participant may have against Verizon and any Related Company and non-competition and non-solicitation provisions that are no more restrictive than those contained in Exhibit B (otherwise, paragraph 7(b) shall apply). (4) Any PSUs that vest pursuant to paragraph 7(c)(1) or 7(c)(2) shall be payable as soon as practicable after December 31, 2027 (but in no event later than March 15, 2028). (d) Change in Control. Upon the occurrence of a Change in Control of Verizon (as defined in the Plan), a portion of the PSUs shall be immediately converted into time-vesting Restricted Stock Units (as defined in the Plan) (“Converted RSUs”) based on (i) with respect to the Target Number of TSR PSUs, the greater of (a) a Verizon TSR Vested Percentage of 100% and (b) the Verizon TSR Vested Percentage implied by the Change in Control price as determined by the Committee, or (ii) with respect to the Target Number of EPS PSUs, the greater of (a) a Verizon EPS Vested Percentage of 100% and (b) the Verizon EPS Vested Percentage determined by the Committee based on a combination of actual performance results through the latest practicable date prior to the Change in Control and projected performance results for the remainder of the applicable Award Cycle (or, if the applicable Award Cycle has been completed prior to the Change in Control, the Verizon EPS Vested Percentage determined by the Committee with respect to such completed Award Cycle), which Converted RSUs shall be eligible to vest on December 31, 2027 subject to continued employment through such date (and shall be paid within 30 days thereafter). If the Participant ceases to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon and before December 31, 2027, the Converted RSUs shall fully vest and become payable as of the date of such termination of the Participant’s employment; provided however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. (e) Vesting Schedule. Except and to the extent provided in paragraphs 7(c) and (d), nothing in this paragraph 7 shall alter the vesting schedule prescribed by paragraph 5. (f) Defined Terms. For purposes of this Agreement, the following definitions shall apply: (1) “Cause” means the occurrence of any of the following: (i) incompetence or negligence in the discharge of, or inattention to or neglect of or failure to perform, the duties and responsibilities assigned to the Participant; fraud, misappropriation or embezzlement; or a material breach of the Verizon Code of Conduct (as in effect at the relevant time) or any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, all as determined by the Board, or (ii) commission of any felony of which the Participant is finally adjudged guilty by a court of competent jurisdiction. (2) “Disability” means the total and permanent disability of the Participant as defined by, or determined under, the Company’s long-term disability benefit plan. 8. Shareholder Rights. The Participant shall have no rights as a shareholder with respect to the PSUs until the date on which the Participant becomes the holder of record with respect to any shares of Verizon common stock to which this grant relates. Except as provided in the Plan or in this Agreement, no adjustment shall be made for dividends or other rights for which the record date occurs while the PSUs are outstanding. 9. Amendment of Agreement. Except to the extent required by law or specifically contemplated under this Agreement, neither the Committee nor the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) may, without the written consent of the Participant, change any term, condition or provision affecting the PSUs if the change would have a material adverse effect upon the PSUs or the Participant’s rights thereto. Nothing in the preceding sentence shall preclude the Committee or the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) from exercising administrative discretion with respect to the Plan or this Agreement, and the exercise of such discretion shall be final, conclusive and binding. This discretion includes, but is not limited to, corrections of any errors, including but not limited to any administrative errors, determining the total percentage of PSUs that become payable, and determining whether the Participant has been discharged for Cause, has a Disability, has breached any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement or has satisfied the requirements for a bona fide return to work under paragraph 3 and for vesting and payment under paragraphs 5 and 7 of this Agreement, and whether there has been a Succession Event. 10. Assignment. The PSUs shall not be assigned, pledged or transferred except by will or by the laws of descent and distribution. During the Participant’s lifetime, the PSUs may be deferred only by the Participant or by the Participant’s guardian or legal representative in accordance with the deferral regulations, if any, established by the Company. 11. Beneficiary. The Participant shall designate a beneficiary in writing and in such manner as is acceptable to the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee). Each such designation shall revoke all prior designations by the Participant with respect to the Participant’s benefits under the Plan and shall be effective only when filed by the Participant with the Company during the Participant’s lifetime. If the Participant fails to so designate a beneficiary, or if no such designated beneficiary survives the Participant, the Participant’s beneficiary shall be the Participant’s estate. 12. Other Plans and Agreements. Any payment received (or deferred) by the Participant pursuant to this Agreement shall not be taken into account as compensation in the determination of the Participant’s benefits under any pension, savings, life insurance, severance or other benefit plan maintained by Verizon or a Related Company. The Participant acknowledges that this Agreement or any prior PSU agreement shall not entitle the Participant to any other benefits under the Plan or any other plans maintained by the Company or a Related Company. 13. Company and Related Company. For purposes of this Agreement, “Company” means Verizon Communications Inc. “Related Company” means (a) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or proprietary interest of 50 percent or more at any time during the term of this Agreement, or (b) any corporation, partnership, joint venture, or other entity in which Verizon Communications Inc. holds a direct or indirect ownership or other proprietary interest of less than 50 percent at any time during the term of this Agreement but which, in the discretion of the Committee, is treated as a Related Company for purposes of this Agreement. 14. Employment Status. The grant of the PSUs shall not be deemed to constitute a contract of employment for a particular term between the Company or a Related Company and the Participant, nor shall it constitute a right to remain in the employ of any such Company or Related Company. In addition, acceptance of this Agreement shall not be deemed to be a condition of continuing employment. 15. Withholding. The Participant acknowledges that he or she shall be responsible for any taxes that arise in connection with this grant of PSUs. Unless the Participant elects otherwise in accordance with procedures established by the Committee, shares of Verizon common stock otherwise deliverable to the Participant upon payment of PSUs shall automatically be withheld by the Company in satisfaction of applicable tax withholding obligations, up to an amount not to exceed the maximum individual statutory tax rate in each applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting treatment or otherwise permitted by the Committee). To the extent that such share withholding is insufficient or otherwise not available, the Company shall make such other arrangements as it deems necessary for the collection of any additional amounts required to be withheld pursuant to any applicable law or regulation. 16. Securities Laws. The Company shall not be required to make payment with respect to any shares of common stock prior to the admission of such shares to listing on any stock exchange on which the stock may then be listed and the completion of any registration or qualification of such shares under any federal or state law or rulings or regulations of any government body that the Company, in its discretion, determines to be necessary or advisable. 17. Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee of the Board may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder. 18. Successors. This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company and the person or entity to whom the PSUs may have been transferred by will, the laws of descent and distribution, or beneficiary designation. All terms and conditions of this Agreement imposed upon the Participant shall, unless the context clearly indicates otherwise, be deemed, in the event of the Participant’s death, to refer to and be binding upon the Participant’s heirs and beneficiaries. 19. Construction. In the event that any provision of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. In the event that any provision, including any of the Participant’s obligations or restrictions set forth in Exhibits A and B to this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended. The PSUs are intended to not be subject to any tax, interest or penalty under Section 409A of the Code, and this Agreement shall be construed and interpreted consistent with such intent. 20. Defined Terms. Except where the context clearly indicates otherwise, all capitalized terms used herein shall have the definitions ascribed to them by the Plan, and the terms of the Plan shall apply where appropriate. 21. Execution of Agreement. The Participant shall indicate his or her consent and acknowledgment to the terms of this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) and the Plan by executing this Agreement pursuant to the instructions provided and otherwise shall comply with the requirements of paragraph 3. In addition, by consenting to the terms of this Agreement and the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, the Participant expressly agrees and acknowledges that Fidelity may deliver all documents, statements and notices associated with the Plan and this Agreement to the Participant in electronic form. The Participant and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if the Participant and Verizon executed this Agreement (including the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement) in paper form. 22. Confidentiality. Except to the extent otherwise required by law, the Participant shall not disclose, in whole or in part, any of the terms of this Agreement. This paragraph 22 does not prevent the Participant from disclosing the terms of this Agreement to the Participant’s spouse or beneficiary or to the Participant’s legal, tax, or financial adviser, provided that the Participant take all reasonable measures to assure that the individual to whom disclosure is made does not disclose the terms of this Agreement to a third party except as otherwise required by law. 23. Applicable Law. Except as expressly provided in Exhibit B, the validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. 24. Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Executive Vice President and Chief Human Resources Officer of Verizon at One Verizon Way, Basking Ridge, New Jersey 07920 and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy, sent by overnight carrier, or enclosed in a properly sealed envelope as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service. 25. Dispute Resolution. (a) General. Except as otherwise provided in paragraph 26 below, all disputes arising under or related to the Plan or this Agreement and all claims in which a Participant seeks damages or other relief that relate in any way to PSUs or other benefits of the Plan are subject to the dispute resolution procedure described below in this paragraph 25. (i) For purposes of this Agreement, the term “Units Award Dispute” shall mean any claim against the Company or a Related Company, other than Units Damages Disputes described in paragraph (a)(ii) below, regarding (A) the interpretation of the Plan or this Agreement, (B) any of the terms or conditions of the PSUs issued under this Agreement, or (C) allegations of entitlement to PSUs or additional PSUs, or any other benefits, under the Plan or this Agreement; provided, however, that any dispute relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement or to the forfeiture of an award as a result of a breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall not be subject to the dispute resolution procedures provided for in this paragraph 25. (ii) For purposes of this Agreement, the term “Units Damages Dispute” shall mean any claims between the Participant and the Company or a Related Company (or against the past or present directors, officers, employees, representatives, or agents of the Company or a Related Company, whether acting in their capacity as such or otherwise), that are related in any way to the Participant’s employment or former employment, including claims of alleged employment discrimination, wrongful termination, or violations of Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Family Medical Leave Act, the Sarbanes-Oxley Act, or any other U.S. federal, state or local law, statute, regulation, or ordinance relating to employment or any common law theories of recovery relating to employment, such as breach of contract, tort, or public policy claims, in which the damages or other relief sought relate in any way to PSUs or other benefits of the Plan or this Agreement. (b) Internal Dispute Resolution Procedure. All Units Award Disputes, and all Units Damages Dispute alleging breach of contract, tort, or public policy claims with respect to the Plan or this Agreement (collectively, “Plan Disputes”), shall be referred in the first instance to the Verizon Employee Benefits Committee (“EB Committee”) for resolution internally within Verizon. Except where otherwise prohibited by law, all Plan Disputes must be filed in writing with the EB Committee no later than one year from the date that the dispute accrues. Consistent with paragraph 25(c)(i) of this Agreement, all decisions relating to the enforceability of the limitations period contained herein shall be made by the arbitrator. To the fullest extent permitted by law, the EB Committee shall have full power, discretion, and authority to interpret the Plan and this Agreement and to decide all Plan Disputes brought under this Plan and Agreement. Determinations made by the EB Committee shall be final, conclusive and binding, subject only to review by arbitration pursuant to paragraph (c) below under the arbitrary and capricious standard of review. A Participant’s failure to refer a Plan Dispute to the EB Committee for resolution will in no way impair the Company’s right to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). (c) Arbitration. All appeals from determinations by the EB Committee as described in paragraph (b) above, and any Units Damages Dispute, shall be fully and finally settled by arbitration administered by the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues, except where a longer limitations period is required by applicable law. However, a Participant’s failure to initiate arbitration within one year will in no way impair the Company’s right, exercised at its discretion, to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). Decisions about the applicability of the limitations period contained herein shall be made by the arbitrator. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant’s most recent employment by the Company or a Related Company, unless the parties agree in writing to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, may also be raised in such arbitration proceedings. (i) The arbitrator shall have the authority to determine whether any dispute submitted for arbitration hereunder is arbitrable. The arbitrator shall decide all issues submitted for arbitration according to the terms of the Plan, this Agreement (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), existing Company policy, and applicable substantive Delaware State and U.S. federal law and shall have the authority to award any remedy or relief permitted by such laws. The final decision of the EB Committee with respect to a Plan Dispute shall be upheld unless such decision was arbitrary or capricious. The decision of the arbitrator shall be final, conclusive, not subject to appeal, and binding and enforceable in any applicable court. (ii) The Participant understands and agrees that, pursuant to this Agreement, with respect to Units Award Disputes and Units Damages Disputes, both the Participant and the Company or a Related Company waive any right to sue each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis (except for breaches of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement), and that the sole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided in this paragraph 25. If an arbitrator or court finds that the arbitration provisions of this Agreement are not enforceable, both Participant and the Company or a Related Company understand and agree to waive their right to trial by jury of any Units Award Dispute or Units Damages Dispute. This dispute resolution procedure shall not prevent either the Participant or the Company or a Related Company from commencing an action in any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending and in aid of arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may proceed without necessity of posting a bond. (iii) In consideration of the Participant’s agreement in paragraph (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. All other fees incurred in connection with the arbitration proceedings, including but not limited to each party’s attorney’s fees, will be the responsibility of such party. (iv) The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes and Units Damages Disputes (subject to the mandatory EB Committee procedure provided for in paragraph 25(b) above). Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) The Federal Arbitration Act (“FAA”) shall govern the enforceability of this paragraph 25. If for any reason the FAA is held not to apply, or if application of the FAA requires consideration of state law in any dispute arising under this Agreement or subject to this dispute resolution provision, the laws of the State of Delaware shall apply without giving effect to the conflicts of laws provisions thereof. (vi) To the extent an arbitrator determines that the Participant was not terminated for Cause and is entitled to the PSUs or any other benefits under the Plan pursuant to the provisions applicable to an involuntary termination without Cause, the Participant’s obligation to execute a separation agreement satisfactory to Verizon as provided under paragraph 7(c)(3) shall remain applicable in order to receive the benefit of any PSUs pursuant to this Agreement. 26. Additional Remedies. Notwithstanding the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, and in addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have (including the right of the Company to terminate the Participant for Cause or to involuntarily terminate the Participant without Cause), the Participant acknowledges that— (a) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are essential to the continued goodwill and profitability of the Company and any Related Company; (b) The Participant has broad-based skills that will serve as the basis for other employment opportunities that are not prohibited by the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (c) When the Participant’s employment with the Company or any Related Company terminates, the Participant shall be able to earn a livelihood without violating any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement; (d) Irreparable damage to the Company or any Related Company shall result in the event that the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement are not specifically enforced and that monetary damages will not adequately protect the Company and any Related Company from a breach of any of such Participant obligations and restrictions; (e) If any dispute arises concerning the violation or anticipated or threatened violation by the Participant of any of the Participant’s obligations and restrictions set forth in Exhibits A or B to this Agreement, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security shall be required in connection therewith; (f) The Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement shall continue to apply after any expiration, termination, or cancellation of this Agreement; (g) The Participant’s breach of any of the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including, for example, any breach of the Participant’s non-competition, non-solicitation or confidentiality restrictions, shall result in the Participant’s immediate forfeiture of all rights and benefits, including all PSUs and DEUs, under this Agreement; and (h) All disputes relating to the Participant’s obligations and restrictions set forth in Exhibits A and B to this Agreement, including their interpretation and enforceability and any damages (including but not limited to damages resulting in the forfeiture of an award or benefits under this Agreement) that may result from the breach of such Participant obligations and restrictions shall not be subject to the dispute resolution procedures, including arbitration, of paragraph 25 of this Agreement, but shall instead be determined in a court of competent jurisdiction. Exhibit A - Participant’s Obligations As part of the Agreement to which this Exhibit A is attached, you, the Participant, agree to the following obligations: 1. Effect of a Material Restatement of Financial Results; Recoupment; Company Policies Regarding Securities Transactions. (a) General. Notwithstanding anything in this Agreement to the contrary, you agree that, with respect to all PSUs granted to you on or after January 1, 2007 and all short-term incentive awards made to you on or after January 1, 2007, to the extent the Company or any Related Company is required to materially restate any financial results based upon your willful misconduct or gross negligence while employed by the Company or any Related Company (and where such restatement would have resulted in a lower payment being made to you), you will be required to repay all previously paid or deferred (i) PSUs and (ii) short-term incentive awards that were provided to you during the performance periods that are the subject of the restated financial results, plus a reasonable rate of interest. For purposes of this paragraph, “willful misconduct” and “gross negligence” shall be as determined by the Committee. The Audit Committee of the Verizon Board of Directors shall determine whether a material restatement of financial results has occurred. If you do not repay the entire amount required under this paragraph, the Company may, to the extent permitted by applicable law, offset your obligation to repay against any source of income available to it, including but not limited to any money you may have in your nonqualified deferral accounts. (b) Requirements of Recoupment Policy or Applicable Law. The repayment rights contained in paragraph 1(a) of Exhibit A shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any Company recoupment policy that may apply to you, including, without limitation, the Company’s Policy for the Recovery of Erroneously Awarded Compensation (as may be in effect from time to time), to the extent applicable or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) or under any other applicable law. By accepting this award of PSUs, you agree and consent to the Company’s application, implementation and enforcement of any such Company recoupment policy (as it may be in effect from time to time) that may apply to you and any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation and expressly agree that the Company may take such actions as are permitted under any such policy (as applicable to you) or applicable law, such as the cancellation of PSUs and repayment of amounts previously paid or deferred with respect to any previously granted PSUs or short-term incentive awards, without further consent or action being required by you. (c) Company Policies Regarding Securities Transactions. By accepting this award of PSUs, you agree to comply with all Company policies regarding trading in securities or derivative securities (including, without limitation, the Company’s policies prohibiting trading on material inside information regarding the Company or any business with which the Company does business, the Company’s policies prohibiting engaging in financial transactions that would allow you to benefit from a devaluation of the Company’s securities, and any additional policy that the Company may adopt prohibiting you from hedging your economic exposure to the Company’s securities), as such policies are in effect from time to time and for as long as such policies are applicable to you. 2. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit A, all capitalized terms used in this Exhibit A shall have the definitions given to those terms in the Agreement to which this Exhibit A is attached. 3. Agreement to Participant’s Obligations. You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit A in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit A in paper form. Exhibit B – Non-Competition, Non-Solicitation, Confidentiality and Other Obligations As part of the Agreement to which this Exhibit B is attached in exchange for the grant of PSUs under the Agreement, which serves as mutually agreed-upon consideration for the Agreement, including the non-competition restriction set forth in paragraph 1 (the “Non-Compete Restriction”), you (the “Participant”) and the Company, or any Related Company which employs or employed you, agree to the following obligations: 1. Non-Competition. (a) Prohibited Conduct. Subject to paragraph 12 below, during the period of your employment with the Company or any Related Company, and for a period ending twenty-four (24) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) directly or indirectly: (1) personally engage in Competitive Activities (as defined below); or (2) own, manage, control, or participate in the ownership, management, or control of, or provide consulting or advisory services to, any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or any company or person affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities; provided that your purchase or holding, for investment purposes, of securities of a publicly traded company shall not constitute “ownership” or “participation in the ownership” for purposes of this paragraph so long as your equity interest in any such company is less than a controlling interest. This subparagraph (a) shall not prohibit you from (i) being employed by, or providing services to, a consulting firm, provided that you do not personally engage in Competitive Activities or provide consulting or advisory services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or to any person or entity affiliated with such person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, or (ii) engaging in the practice of law as an in-house counsel, sole practitioner or as a partner in (or as an employee of or counsel to) a corporation or law firm in accordance with applicable legal and professional standards. Exception (ii), however, does not apply to you engaging in Competitive Activities or providing services to any person, partnership, firm, corporation, institution or other entity engaged in Competitive Activities, wherein neither such engagement nor such service provided is primarily the practice of law. (b) Competitive Activities. For purposes of this Exhibit B: “Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services (1) that were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and (2) for which you are responsible (directly or indirectly) or otherwise have any involvement in planning, developing, managing, marketing, selling, overseeing, supporting, implementing, or performing, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not have any overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company. 2. Interference With Business Relations. Subject to paragraph 12 below, during the period of your employment with the Company or any Related Company, and for a period ending twenty-four (24) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee): (a) recruit, induce or solicit, directly or indirectly, any employee of the Company or Related Company who was employed by the Company or any Related Company prior to or as of your termination date and whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company for employment or for retention as a consultant or service provider to any person or entity; (b) hire or participate (with another person or entity) in the process of recruiting, soliciting or hiring, directly or indirectly, any person who is then an employee of the Company or any Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company, or provide, directly or indirectly, names or other information about any employees of the Company or Related Company whom you worked with or had contact with, or had confidential information about, while employed by the Company or any Related Company to any person or entity under circumstances that could lead to the use of any such information for purposes of recruiting, soliciting or hiring any such employee for any person or entity; (c) interfere, or attempt to interfere, directly or indirectly, with any relationship of the Company or any Related Company with any of its employees, agents, or representatives; (d) solicit or induce, or in any manner attempt to solicit or induce, directly or indirectly, any client, customer, or Prospect (defined below) of the Company or any Related Company (1) to cease being, or not to become, a customer of the Company or any Related Company, or (2) to divert any business of such customer or Prospect from the Company or any Related Company; or (e) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, directly or indirectly, the relationship, contractual or otherwise, between the Company or any Related Company and any of its customers, clients, Prospects, suppliers, vendors, service providers, developers, joint ventures, equity investments or partners, inventors, consultants, employees, agents, or representatives. For purposes of paragraphs 2(d) and 2(e), “Prospect” shall mean any person or entity from whom or which any business was being solicited by Verizon or any Related Company within the most recent 12-month period of your employment. 3. Protection of Confidential Information. You shall at all times, including after any termination of your employment with the Company or any Related Company, preserve the confidentiality of all Confidential Information (defined below) of the Company or any Related Company, and you shall not use for the benefit of yourself or any person, other than the Company or a Related Company, or disclose to any person, except and to the extent that disclosure of such information is authorized under applicable laws or regulations (e.g., “whistleblower” laws such as 18 USC 1833(b) described below), any Confidential Information or trade secrets of the Company or any Related Company. “Confidential Information” means any information or data related to the Company or any Related Company, including information entrusted to the Company or a Related Company by others, which has not been fully disclosed to the public by the Company or a Related Company, which is treated as confidential or otherwise protected within the Company or any Related Company or is of value to competitors, such as: trade secrets; strategic or tactical business plans; undisclosed business, operational or financial data; ideas, processes, methods, techniques, systems, models, devices, programs, computer software, or related information; documents relating to regulatory matters or correspondence with governmental entities; information concerning any past, pending, or threatened legal dispute; pricing or cost data; the identity, reports or analyses of business prospects; business transactions (including those that are contemplated or planned); research data; personnel information or data; identities of suppliers to the Company or any Related Company or users or purchasers of the Company’s or Related Company’s products or services; the Agreement to which this Exhibit B is attached; and any other non-public information pertaining to or known by the Company or a Related Company, including confidential or non-public information of a third party that you know or should know the Company or a Related Company is obligated to protect. For the avoidance of doubt, any information that becomes publicly known through no fault of yours shall not be considered “Confidential Information” for purposes of this Agreement after it becomes publicly known. 4. Notice of Immunity. Section 18 USC 1833(b) provides that “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in the Agreement, including this Exhibit B, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). 5. Return of Company Property; Ownership of Intellectual Property Rights. You agree that on or before termination of your employment for any reason with the Company or any Related Company, you shall return to the Company all property owned by the Company or any Related Company or in which the Company or any Related Company has an interest or to which the Company or any Related Company has any obligation, including any and all files, documents, data, records and any other non-public information (whether on paper or in tapes, disks, memory devices, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that the Company (or, as applicable, a Related Company) is the rightful owner of, and you hereby grant and assign, all worldwide right, title and interest in and to any Intellectual Property (defined below) to Company (or, as applicable, a Related Company).You shall at all times, both before and after termination of your employment, cooperate with the Company (or, as applicable, any Related Company) and its representatives in executing and delivering documents requested by the Company or a Related Company, and taking any other actions, that are necessary or requested by the Company or a Related Company to assist the Company or any Related Company in patenting, copyrighting, protecting, registering, or enforcing any Intellectual Property and to vest title thereto solely in the Company (or, as applicable, a Related Company). You irrevocably designate and appoint Verizon, its duly authorized officers and legal counsel, as your agents and attorneys-in-fact authorized to execute and file any document in your name that is necessary to secure, perfect or memorialize the rights of Company (or, as applicable, a Related Company) in Intellectual Property, such power of attorney coupled with the interest conveyed by you in Intellectual Property. You waive any moral rights, artist’s rights or the like you may obtain in any Intellectual Property, or, to the extent such waiver is not permitted by law, hereby agree not to assert any moral rights, artist’s rights or the like to any Intellectual Property against Company, any Related Company, or their assignees or licensees. As used herein, “Intellectual Property” means any of the following created, invented, discovered or developed by you (alone or with others) during the period of your employment by Company or any Related Company: (a) ideas, inventions, designs, models, algorithms and discoveries (whether patentable or not); computer programs, documents, images, works of authorship and other information fixed in tangible media (whether copyrightable or not); trade secrets, know how, models, data and other Confidential Information regarding the business of Company or any Related Company; trademarks, trade dress, designs and other indicia or origin (whether registered or not); and all worldwide intellectual property rights obtained based on the foregoing, including patents, utility models, copyrights, trademarks, trade secrets, rights in data, or other intellectual property or neighboring rights. Notwithstanding the foregoing, Intellectual Property does not include anything developed entirely on your own time without using any equipment, supplies, facilities or confidential information of Company or any Related Company, except that which (i) relates at the time of its conception or reduction to practice to the business of Company or any Related Company or actual or demonstrably anticipated research or development of Company or any Related Company, or (ii) results from any work performed by you for Company or any Related Company. 6. Nondisparagement. To the extent permitted by law, you agree to take no action that would cause the Company or any Related Company (including its present and former employees and directors) embarrassment or humiliation or otherwise cause or contribute to the Company or any Related Company (including its present and former employees and directors) being held in a negative light or in disrepute by the general public or the Company’s or any Related Company’s clients, shareholders, customers, federal or state regulatory agencies, employees, agents, officers, or directors. Nothing in this provision prohibits you from providing truthful testimony as required by law or to a government authority with jurisdiction over the Company or a Related Company in connection with an investigation by that authority, as to a possible violation of applicable law. 7. Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit B, all capitalized terms used in this Exhibit B shall have the definitions given to those terms in the Agreement to which this Exhibit B is attached. 8. Effective Date; Changes in Employment. This Exhibit B shall be effective upon your execution of this Agreement, and it shall be binding upon the parties and their heirs, successors, and assigns. This Exhibit B shall apply to and govern any and all positions you may hold with the Company or any Related Company or with any of the Company’s or Related Company’s transferees, successors, or assignees. You understand that, from time to time, you may be promoted, demoted, or assigned different or additional duties and responsibilities, and that your position, title, compensation, department or business unit, location, or other aspects of your employment may change in whole or in part. You therefore agree that no change in your employment, including any interruption in your employment, will affect the validity, applicability, or scope of this Exhibit B or your obligations under this Exhibit B. 9. Agreement to Non-Competition, Non-Solicitation, Confidentiality and Other Obligations. You acknowledge that the geographic boundaries, scope of prohibited activities, and time duration of the restrictions set forth in paragraphs 1 and 2 above are reasonable in nature and are no broader than are necessary to maintain the confidential information, trade secrets and the goodwill of the Company and its Related Companies and to protect the other legitimate business interests of the Company and its Related Companies and are not unduly restrictive on you. In addition, you and the Company agree and intend that the covenants contained in paragraphs 1 and 2 shall be deemed to be a series of separate covenants and agreements, one for each and every county or political subdivision of each applicable state of the United States and each country of the world. It is the desire and intent of the parties hereto that the provisions of this Exhibit B be enforced to the fullest extent permissible under the governing laws and public policies of the State of New Jersey, and to the extent applicable, each jurisdiction in which enforcement is sought. Accordingly, if any provision in this Exhibit B or deemed to be included in this Exhibit B shall be adjudicated to be invalid or unenforceable, such provision, without any action on the part of the parties hereto, shall be deemed amended to delete or to modify (including, without limitation, a reduction in duration, geographical area or prohibited business activities) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made, and such deletion or modification to be made only to the extent necessary to cause the provision as amended to be valid and enforceable You shall indicate your agreement to the obligations and restrictions set forth in this Exhibit B in accordance with the instructions provided in the Agreement, and your acceptance of the Agreement shall include your acceptance of such obligations and restrictions. As stated in paragraph 21 of the Agreement, you and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and Verizon executed this Exhibit B in paper form. 10. Right to Counsel/Time to Consider. You acknowledge that you have been advised in writing to, and have had the opportunity to, consult with counsel of your choice concerning the terms and conditions of this Exhibit B and that you have been provided with at least fourteen (14) days to review and consider this Exhibit B prior to accepting it. To ensure compliance with your obligations and restrictions set forth in this Exhibit B, you agree that you will disclose to a designated member of the Company’s Executive Compensation department any contemplated post-employment activity in which you intend to engage during the twelve (12) months following the termination of your employment with the Company or any Related Company for any reason, whether as an employee, owner, advisor and/or any other capacity, prior to you commencing any such post-employment activity. 11. Governing Law and Non-exclusive Forum. Except as otherwise provided in the state-specific modifications set forth in paragraph 12 below, the parties expressly agree: (a) that, because the Plan is centrally administered in the State of New Jersey by employees of a Verizon Communications Inc. affiliate, the subject matter of this Exhibit B bears a reasonable relationship to the State of New Jersey; (b) that this Exhibit B is made under, shall be construed in accordance with, and governed in all respects by the laws of the State of New Jersey without giving effect to any other jurisdiction’s choice of law rules; and (c) the parties consent to the non-exclusive jurisdiction and venue of the courts of the State of New Jersey, and the federal courts of the United States of America located in the State of New Jersey, over any action, claim, controversy or proceeding arising under this Exhibit B, and irrevocably waive any objection they may now or hereafter have to the non-exclusive jurisdiction and venue of such courts. 12. State-Specific Notifications. (a)The following notification is provided to you pursuant to certain state laws regarding invention assignments by employees. (I) FOR ANY TIME DURING WHICH YOU ARE EMPLOYED IN THE STATES OF CALIFORNIA, DELAWARE, ILLINOIS, KANSAS, MINNESOTA, NEW JERSEY, NORTH CAROLINA, UTAH OR WASHINGTON BY VERIZON OR ANY RELATED COMPANY, THIS IS TO NOTIFY you, in accordance with the laws of the aforementioned states, that this Agreement does not require you to assign or offer to assign to Verizon or any Related Company any invention that you developed entirely on your own time without using the equipment, supplies, facilities or trade secret information of Verizon or a Related Company except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the business, or actual or demonstrably anticipated research or development, of Verizon or a Related Company; or (2) Result from any work performed by you for Verizon or a Related Company. (II) You are not required to assign an invention that is excluded from assignment in part (I) to Verizon or a Related Company during the time you are employed in the states noted above. (III) The exclusion of part (I) does not apply to any patent or invention covered by a contract between Verizon or a Related Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States. (b)Modifications and Notices as to California, Colorado, Minnesota, Washington State, and Washington, D.C.: (1) California: If you reside or work in California when you sign this Agreement, paragraphs 1 and 2 of Exhibit B do not apply to you. If you reside and work outside California when you sign this Agreement, but you subsequently reside or work in California, then while you reside or work in California, paragraphs 1 and 2 of Exhibit B will be deemed not to apply to you and will not be enforced against you. Additionally, for employees who reside in the State of California at the time they execute the Agreement or who relocate to California prior to the end of their employment with the Company or any Related Company, the language in paragraph 11 of Exhibit B is replaced (for the time the employee resides in California) with: For as long as you are a resident of California, this Exhibit B and any disputes that may arise out of or relate to this Exhibit B shall, in all respects, be governed by, and construed and interpreted in accordance with, the laws of the State of California and any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts located within California. (2) Colorado: For employees who, at the time employment ends, primarily resided and worked for the Company or any Related Company in the State of Colorado, the language in paragraph 11 of Exhibit B is replaced with: This Exhibit B, and any disputes that may arise out of or relate to this Exhibit B, shall be governed in all respects by, and this Exhibit B shall be construed and interpreted in accordance with, the laws of Colorado, without regard to choice of law principles or any other doctrine or principle that would result in the application of any law other than the law of Colorado. You agree that any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts in Colorado. Additionally, for employees who reside in the State of Colorado at the time they execute the Agreement, including Exhibit B, the Non-Disparagement Restriction in paragraph 6 does not apply. The following additional acknowledgements supplement Exhibit B: By executing this Agreement, you acknowledge and agree that the Company and any Related Company have not used force, threats, or other means of intimidation to prevent you from engaging in any lawful occupation at any place that you see fit. (3) Minnesota: The Non-Compete Restriction in paragraph 1 of Exhibit B does not apply for so long as you primarily live and work in the State of Minnesota. Additionally, for employees primarily residing and working in the State of Minnesota at the time they execute the Agreement or who relocate to Minnesota and are a resident of Minnesota at the end of their employment with the Company or any Related Company, the language in paragraph 11 of Exhibit B is replaced (for the time they remain primarily residing and working in Minnesota) with: For as long as you primarily reside and work in Minnesota, this Exhibit B and any disputes that may arise out of or relate to this Exhibit B shall, in all respects, be governed by, and construed and interpreted in accordance with, the laws of the laws of the State of Minnesota and any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts located within Minnesota. (4) Washington: For employees based in Washington state, the language in paragraph 11 of Exhibit B is replaced with: This Exhibit B, and any disputes that may arise out of or relate to this Exhibit B, shall be governed in all respects by, and this Exhibit B shall be construed and interpreted in accordance with, the laws of Washington State, without regard to choice of laws principles or any other doctrine or principle that would result in the application of any law other than the law of Washington State. You agree that any action concerning this Exhibit B shall be commenced and maintained exclusively in the state or federal courts in Washington State. (5) Washington, D.C.: In the Non-Compete Restriction, paragraph 1 of Exhibit B, the language “for a period ending twelve (12) months” is replaced with “for a period ending 365 days.” Notice: To all employees working in Washington, D.C. who earn an amount greater than or equal to the applicable statutory threshold from the Company or any Related Company on an annualized basis: The District of Columbia Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of noncompete agreements. It allows employers to request noncompete agreements from “highly compensated employees” under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES). IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof. VERIZON COMMUNICATIONS, INC.: _______________________ By: /s/ Todd N. Brooks Todd N. Brooks Senior Vice President – Compensation & Benefits THE PARTICIPANT: _______________________ /s/ Daniel H. Schulman Daniel H. Schulman --- ## EX-10.D SEC source: [a2026q210-qxexhibit10d.htm](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxexhibit10d.htm) Exhibit 10d | 2026 VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN / Contents | 2026 VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN / Contents | Contents / Page | | --- | --- | --- | | Article 1. | Effective Date, Objectives, and Duration | 2 | | Article 2. | Definitions | 2 | | Article 3. | Administration | 4 | | Article 4. | Shares Subject to the Plan and Maximum Awards | 5 | | Article 5. | Eligibility and Participation | 6 | | Article 6. | Stock Options | 7 | | Article 7. | Restricted Stock and Restricted Stock Units | 8 | | Article 8. | Performance Units and Performance Shares | 8 | | Article 9. | Other Awards | 9 | | Article 10 | Award Agreements | 10 | | Article 11. | Beneficiary Designation | 10 | | Article 12. | Deferrals | 11 | | Article 13. | No Right to Employment or Participation | 11 | | Article 14. | Change in Control | 11 | | Article 15. | Amendment, Modification, and Termination | 11 | | Article 16. | Withholding | 11 | | Article 17. | Stock-Based Awards in Substitution for Awards Granted by Other Corporation | 12 | | Article 18. | Clawback Policy | 12 | | Article 19. | Successors | 12 | | Article 20. | Legal Construction | 12 | Article 1. Effective Date, Objectives, and Duration 1.1Effective Date of the Plan. Verizon Communications Inc., a Delaware corporation (hereinafter referred to as the “Company”), maintains this 2026 Verizon Communications Inc. Long-Term Incentive Plan (the “Plan”). The Company’s Board of Directors approved the Plan on March 26, 2026 (the “Board Approval Date”), subject to approval by the Company’s shareholders. The Plan shall become effective on the date on which the Plan is approved by the Company’s shareholders (the “Effective Date”), which approval must occur not later than one year after the Board Approval Date. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Other Awards, including Stock Appreciation Rights. 1.2Objectives of the Plan. The objectives of the Plan are to provide the Company with the flexibility to grant Awards that help align Participants’ interests with those of the Company’s shareholders; to provide Participants with incentives for excellence in performance; to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Participants who make significant contributions to the Company’s success; and to allow Participants to share in the success of the Company. 1.3Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Committee to amend or terminate the Plan at any time pursuant to Article 15 hereof, until all Shares subject to the Plan shall have been purchased, acquired, or forfeited, and all cash Awards shall have been paid or forfeited, pursuant to the Plan’s provisions. In no event, however, may an Award be granted more than ten (10) years after the Effective Date. Article 2. Definitions Whenever the following terms are used in the Plan, with their initial letter(s) capitalized, they shall have the meanings set forth below: 2.1“2017 Plan” means the 2017 Verizon Communications Inc. Long-Term Incentive Plan, as amended from time to time. 2.2“Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, or Other Awards. 2.3“Award Agreement” means an agreement entered into by the Company and a Participant, or another instrument (which, for clarity, includes any electronic notice of grant) prepared by the Company in lieu of such an agreement, setting forth the terms and conditions applicable to an Award pursuant to Article 10 hereof. 2.4“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as amended from time to time, or any successor rule. 2.5“Board” or “Board of Directors” means the Board of Directors of the Company. 2.6“Board Approval Date” shall have the meaning ascribed to such term in Section 1.1 hereof. 2.7“Change in Control” means a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if: (a)Any Person becomes a Beneficial Owner of shares of one or more classes of stock of the Company representing twenty percent (20%) or more of the total voting power of the Company’s then outstanding voting stock; or (b)The Company and any Person consummate a merger, consolidation, reorganization, or other business combination; or (c)The Board adopts resolutions authorizing the liquidation or dissolution, or sale to any Person of all or substantially all of the assets, of the Company. Notwithstanding the provisions of Section 2.6 (a), (b), and (c) hereof, a Change in Control shall not occur if: (i)The Company’s voting stock outstanding immediately before the consummation of the transaction will represent no less than forty-five percent (45%) of the combined voting power entitled to vote for the election of directors of the surviving parent corporation immediately following the consummation of the transaction; and (ii)Members of the Incumbent Board will constitute at least one-half of the board of directors of the surviving parent corporation; and (iii)The Chief Executive Officer or co-Chief Executive Officer of the Company will be the chief executive officer or co-chief executive officer of the surviving parent corporation; and (iv)The headquarters of the surviving parent corporation will be located in New York, New York. For the purposes of this Section 2.6, “Person” means any corporation, partnership, firm, joint venture, association, individual, trust, or other entity, but does not include the Company or any of its wholly-owned or majority-owned subsidiaries, employee benefit plans, or related trusts; and “Incumbent Board” means those persons who either (A) have been members of the Board of Directors of the Company since January 1, 2026, or (B) are new Directors whose election by the Board of Directors or nomination for election by the shareholders of the Company was approved by a vote of at least three-fourths of the members of the Incumbent Board then in office who either were Directors described in clause (A) hereof or whose election or nomination for election was previously so approved, but shall not include any Director elected as a result of an actual or threatened solicitation of proxies by any Person. 2.8“Code” means the Internal Revenue Code of 1986, as amended from time to time. 2.9“Committee” means the Human Resources Committee of the Board or any other committee (or the Board, if the Board so determines) appointed by the Board to administer the Plan. 2.10“Company” means Verizon Communications Inc., a Delaware corporation, and any successor thereto as provided in Article 19 hereof. 2.11“Director” means any individual who is a member of the Board. 2.12“Effective Date” shall have the meaning ascribed to such term in Section 1.1 hereof. 2.13“Employee” means any employee of the Company or of a Subsidiary. Directors who are employed by the Company or by a Subsidiary shall be considered Employees under the Plan. 2.14“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute. 2.15“Fair Market Value” means the closing price of Shares on the principal securities exchange on which the Shares are traded or, if there are no such sales on the relevant date, then the closing price of Shares on the date or dates that the Committee determines, in its sole discretion, to be appropriate for purposes of valuation. 2.16“Freestanding SAR” means an SAR that is granted independently of any Option, as described in Sections 9.3 through 9.7 hereof. 2.17“Incentive Stock Option” or “ISO” means an Option that is designated by the Committee as an Incentive Stock Option. 2.18“Insider” means an individual who is determined by the Company to be subject to the reporting requirements of Section 16(a) of the Exchange Act on the relevant date. 2.19“Non-Employee Director” means (a) a Director who is not an Employee or (b) a member of the board of directors (or comparable governing body) of a Subsidiary who is not an Employee. 2.20“Nonqualified Stock Option” or “NQSO” means an Option that is not designated by the Committee as an Incentive Stock Option. 2.21“Option” means an Incentive Stock Option or a Nonqualified Stock Option granted pursuant to Article 6 hereof. 2.22“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option, as provided in Section 6.2 hereof. 2.23“Other Award” means an Award granted to a Participant pursuant to Article 9 hereof. 2.24“Participant” means an Employee or Non-Employee Director who has been selected to receive an Award or who holds an outstanding Award. 2.25“Performance Period” means the period during which performance goals must be met for purposes of Article 8 hereof. 2.26“Performance Share” means an Award granted pursuant to Article 8 hereof, which, on the date of grant, shall have a value equal to the Fair Market Value of a Share on that date. 2.27“Performance Unit” means an Award granted pursuant to Article 8 hereof, which, on the date of grant, shall have a value equal to not less than the Fair Market Value of a Share on that date. 2.28“Plan” means the 2026 Verizon Communications Inc. Long-Term Incentive Plan as set forth herein and as it may be amended from time to time. 2.29“Restricted Stock” means an Award granted pursuant to Section 7.1 hereof. 2.30“Restricted Stock Unit” means an Award granted pursuant to Section 7.5 hereof. 2.31“Restriction Period” means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance goals, or the occurrence of other events determined by the Committee in its discretion), and the Shares are subject to a substantial risk of forfeiture, as provided in Article 7 hereof. 2.32“Share” means a share of common stock of the Company. 2.33“Share Pool” means the number of Shares available for grant under the Plan as provided in Section 4.1 hereof, as adjusted pursuant to Sections 4.2 and 4.3 hereof. 2.34“Shareholder Approval Date” means the date the Plan is approved by the Company’s shareholders. 2.35“Stock Appreciation Right” or “SAR” means an Award, granted either alone or in connection with a related Option, pursuant to the terms of Sections 9.3 through 9.7 hereof. 2.36“Subsidiary” means (a) a corporation, partnership, joint venture, or other entity in which the Company has an ownership interest of at least fifty percent (50%), and (b) any corporation, partnership, joint venture, or other entity in which the Company holds an ownership interest of less than fifty percent (50%) but which, in the discretion of the Committee, is treated as a Subsidiary for purposes of the Plan. 2.37“Tandem SAR” means an SAR granted with respect to a Share pursuant to Sections 9.3 through 9.7 hereof in connection with a related Option, under which (a) the exercise of the SAR with respect to the Share shall cancel the right to purchase such Share under the related Option and (b) the purchase of the Share under the related Option shall cancel the right to exercise the SAR with respect to such Share. Article 3. Administration 3.1General. The Plan shall be administered by the Committee which, except as otherwise determined by the Board in its discretion, shall consist exclusively of two (2) or more Directors who the Board has determined are non-employee directors within the meaning of the rules promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board. The Committee shall have the authority to delegate administrative duties, including the authority to respond to and decide claims or appeals under the Plan and to interpret the Plan terms, to the Executive Vice President and Chief Administrative Officer of the Company (or other executive officer of the Company as may be specified by the Committee from time to time). The Committee may not delegate its authority with respect to non-ministerial actions with respect to Insiders. 3.2Authority of the Committee. Except as limited by law or by the Certificate of Incorporation or Bylaws of the Company, and subject to the provisions hereof, the Committee shall have full power in its discretion to select Employees who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards; establish the installment(s) (if any) in which Awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based vesting requirements), or determine that no delayed exercisability or vesting is required, determine the extent (if any) to which any applicable exercise and vesting requirements have been satisfied, and establish the events (if any) of termination, expiration or reversion of Awards; determine the price (if any) for the Awards or the Shares acquired under an Award (which price may be paid in cash, Shares, or any other form of lawful consideration, as determined by the Committee); accelerate, waive or extend the vesting or exercisability, or modify or extend the term of, any or all outstanding Awards (in the case of Options or SARs, within the maximum ten-year term of such awards); determine the date of grant of an Award, which may be a designated date after but not before the date of the Committee’s action to approve the Award (unless otherwise designated by the Committee, the date of grant of an Award shall be the date upon which the Committee took the action approving the Award); determine whether, and the extent to which, adjustments are required pursuant to Section 4.2; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into or issued under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and (subject to the provisions of Article 15 hereof) amend the terms and conditions of or waive any of the Company’s rights with respect to any outstanding Award. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of the Plan. 3.3Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of such committee shall be final, conclusive, and binding on all persons, including the Company, its shareholders, Directors, Non-Employee Directors, Employees, Participants, and their estates and beneficiaries. Article 4. Shares Subject to the Plan and Maximum Awards 4.1Number of Shares Available for Grants. (a)Shares that may be issued pursuant to Awards may be either authorized and unissued Shares, or authorized and issued Shares held in the Company’s treasury, or any combination of the foregoing. (b)Subject to adjustment as provided in Section 4.3 hereof, there shall be reserved for issuance under Awards granted under the Plan a number of Shares (the “Share Pool”) determined as the sum of: (i) 95,000,000; plus (ii) the number of Shares available for additional award grant purposes under the 2017 Plan as of the Shareholder Approval Date and determined immediately prior to the termination of the authority to grant new awards under the 2017 Plan as of that date; plus (iii) the number of Shares subject to any restricted stock awards, restricted stock unit awards, performance share awards, or other awards granted under the 2017 Plan and outstanding on the Shareholder Approval Date (or any applicable portion of such awards) that, after the Shareholder Approval Date, are paid in the form of cash (if originally awarded in Shares and such Shares were counted against the “Share Pool” under the 2017 Plan on the Shareholder Approval Date); plus (iv) the number of Shares subject to any restricted stock awards, restricted stock unit awards, performance share awards, or other awards granted under the 2017 Plan and outstanding on the Shareholder Approval Date (or any applicable portion of such awards) that, after the Shareholder Approval Date, are cancelled, terminated, expire or are forfeited or any reason. (c)Of the total number of Shares in the Share Pool, not more than 20,000,000 of such Shares shall be available for issuance pursuant to the exercise of Incentive Stock Options. (d)The maximum aggregate number of Shares with respect to which all Awards may be granted in a single calendar year to an individual Participant may not exceed 3,000,000 Shares. The maximum aggregate number of Shares with respect to which Options and SARs may be granted in a single calendar year to an individual Participant may not exceed 3,000,000 Shares. 4.2Share Pool Adjustments. (a)The following Awards and payouts shall reduce, on a Share-for Share basis, the number of Shares available for issuance under the Share Pool: 1)An Award of an Option; 2)An Award of an SAR (except a Tandem SAR); 3)An Award of Restricted Stock; 4)An Award of a Restricted Stock Unit payable in Shares; 5)An Award of a Performance Share; 6)An Award of a Performance Unit payable in Shares; and 7)Other Awards payable in Shares. (b)The following transactions shall restore, on a one-for-one basis, the number of Shares available for issuance under the Share Pool: (1) A payout of a SAR, Restricted Stock, Restricted Stock Unit, Performance Unit, Performance Share, or Other Award, in each case in the form of cash if originally awarded in Shares; and (2) A cancellation, termination, expiration, or forfeiture for any reason (with the exception of the termination of a Tandem SAR upon exercise of the related Option, or the termination of a related Option upon exercise of the corresponding Tandem SAR) of any Award payable in Shares or Shares subject to an Award. However, Shares used to pay an Option Price or tax withholding obligation with respect to an Award (including, for this purpose, any Shares used to pay an Option Price or tax withholding obligation with respect to an award granted under the 2017 Plan) after the Effective Date shall not be added back to the Share Pool (regardless of whether the Shares so used were previously acquired Shares or Shares withheld that otherwise would have been acquired on exercise or payment of the Award). In addition, the total number of Shares subject to the portion of a stock-settled SAR that is exercised shall not be added back to the Share Pool regardless of whether a lesser number of Shares is actually delivered upon the exercise of the SAR. The Company may not increase the Shares available for issuance under the Share Pool by repurchasing Shares on the market (by using cash received through the exercise of Options or otherwise). 4.3Required Adjustments in Authorized Shares. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares available for grants under Section 4.1 hereof, in the number and class of and/or price of Shares subject to outstanding Awards, and in the per-Participant Award limits set forth in Section 4.1 hereof, as determined to be appropriate and equitable by the Committee, to prevent dilution or enlargement of the benefits available under the Plan and of the rights of Participants; provided that the number of Shares subject to any Award shall always be a whole number. In a stock-for-stock acquisition of the Company, the Committee may, in its discretion, substitute securities of another issuer for any Shares subject to outstanding Awards. 4.4Limit on Non-Employee Director Awards. Effective beginning with calendar year 2026, the maximum number of Shares subject to those Awards that are granted under the Plan during any one calendar year to an individual who, on the grant date of the award, is a Non-Employee Director is the number of Shares that produce a grant date fair value for the Award that, when combined with the grant date fair value of any other Awards granted under the Plan during that same calendar year to that individual in his or her capacity as a Non-Employee Director, is $600,000. For purposes of this Section 4.4, “grant date fair value” means the value of the Award as of the date of grant of the Award and as determined using the equity award valuation principles applied in the Company’s financial reporting. The limits of this Section 4.4 do not apply to, and shall be determined without taking into account, any Award granted to an individual who, on the date of grant of the Award, is an officer or employee of the Company or one of its Subsidiaries. The limits of this Section 4.4 apply on an individual basis and not on an aggregate basis to all Non-Employee Directors as a group. Article 5. Eligibility and Participation 5.1Eligibility. All Employees and Non-Employee Directors are eligible to participate in the Plan. 5.2Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all Employees those to whom Awards shall be granted and shall determine the nature and size of each Award. Article 6. Stock Options 6.1Grant of Options. Subject to the terms of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee. 6.2Option Price. The Option Price under each Option will not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. Except for an adjustment pursuant to Section 4.3, the Committee may not (1) amend an outstanding Option to reduce its Option Price, (2) cancel, exchange, or surrender an outstanding Option in exchange for cash or other awards (including, without limitation, any cash buy-out of an underwater Option) for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding Option in exchange for an Option or SAR with an Option Price or grant price that is less than the Option Price of the original award. 6.3Term of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided that no Option shall be exercisable after the tenth (10th) anniversary of its date of grant. 6.4Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions (if any) as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Options shall be exercised by the delivery of a written notice of exercise to the Company (or completion of such electronic exercise procedures as the Committee may prescribe), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. 6.5Payment. When an Option is exercised, the Option Price shall be payable to the Company in full either: (a)In cash or its equivalent; or (b)By tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that, unless otherwise provided by the Committee, the Shares that are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c)By a combination of (a) and (b). The Committee also may allow broker-assisted exercise as permitted under Federal Reserve Board’s Regulation T, subject to applicable securities law restrictions, or by the withholding of Shares otherwise deliverable upon exercise of an Option, or by any other means that the Committee determines to be consistent with the Plan’s purpose and applicable law. Subject to any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment of the Option Price, the Company shall deliver to the Participant, in the Participant’s name (or, at the direction of the Participant, jointly in the names of the Participant and the Participant’s spouse), the Shares purchased under the Option(s). 6.6Limitations on ISOs. Notwithstanding anything in the Plan to the contrary, to the extent required from time to time by the Code and/or applicable regulations, the following additional provisions shall apply to the grant of Options that are intended to qualify as ISOs: (a)Fair Market Value Limitation. The aggregate Fair Market Value (determined as of the date the ISO is granted) of the Shares with respect to which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company (or any parent or subsidiary corporation within the meaning of Code Section 424)) shall not exceed one hundred thousand dollars ($100,000) or such other amount as may subsequently be specified by the Code and/or applicable regulations; provided that, to the extent that such limitation is exceeded, any Options on Shares with a Fair Market Value in excess of such amount shall be deemed to be NQSOs. (b)Code Section 422. ISOs may only be granted to Employees of the Company (or any parent or subsidiary corporation within the meaning of Code Section 424). ISOs shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain or be deemed to contain all provisions required in order to qualify as ISOs. Moreover, all ISOs must be granted within ten (10) years from the Effective Date. If an otherwise-intended ISO fails to meet the applicable requirements of Section 422 of the Code, the Option shall be a NQSO. Article 7. Restricted Stock and Restricted Stock Units 7.1Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Participants in such amounts and upon such terms as the Committee shall determine. 7.2Restrictions. (a)The Committee shall impose such conditions and/or restrictions on any Shares of Restricted Stock as the Committee may determine including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals (Company-wide, divisional, and/or individual), time-based restrictions on vesting following the attainment of the performance goals, and/or restrictions under applicable federal or state securities laws. (b)The Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession, or provide for appropriate notations as to any applicable conditions and/or restrictions on any such Shares recorded in book entry form, until such time as all conditions and/or restrictions applicable to such Shares have been satisfied. (c)Except as otherwise provided in this Article 7, Shares of Restricted Stock that have not yet been forfeited or canceled shall become freely transferable (subject to any restrictions under applicable securities laws) by the Participant after the last day of the applicable Restriction Period. 7.3Voting Rights. Participants holding Shares of Restricted Stock may be granted full voting rights with respect to those Shares during the Restriction Period. 7.4Dividends and Other Distributions. During the Restriction Period, Participants holding Shares of Restricted Stock may be credited with regular cash dividends paid with respect to such Shares while they are so held. Subject to Section 9.2, the Committee may apply any restrictions to the dividends that the Committee deems appropriate. 7.5Restricted Stock Units. In lieu of or in addition to any Awards of Restricted Stock, the Committee may grant Restricted Stock Units to any Participant, subject to the terms and conditions of this Article 7 being applied to such Awards as if those Awards were for Restricted Stock and subject to such other terms and conditions as the Committee may determine. Each Restricted Stock Unit shall have an initial value that is at least equal to the Fair Market Value of a Share on the date of grant. Restricted Stock Units may be paid at such time as the Committee may determine in its discretion, and payments may be made in a lump sum or in installments, in cash, Shares, or a combination thereof, as determined by the Committee in its discretion. Article 8. Performance Units and Performance Shares 8.1Grant of Performance Units/Shares. Subject to the terms of the Plan, Performance Units, and/or Performance Shares may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. 8.2Value of Performance Units/Shares. Each Performance Unit shall have an initial value that will not be less than the Fair Market Value of a Share on the date of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met, shall determine the number and/or value of Performance Units/Shares that shall be paid out to the Participant. 8.3Earning of Performance Units/Shares. Subject to the terms of the Plan, after the applicable Performance Period has ended, the holder of Performance Units/Shares shall be entitled to receive payout with respect to the number and value of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. 8.4Form and Timing of Payment of Performance Units/Shares. (a)Unless the Committee determines otherwise in its discretion, payment of earned Performance Units/Shares shall be made in a single lump sum following the close of the applicable Performance Period and no later than 2-1/2 months after the calendar year following the calendar year in which the Performance Period ends. Subject to the terms of the Plan, the Committee, in its discretion, may direct that earned Performance Units/Shares be paid in the form of cash or Shares (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares on the last trading day immediately before the close of the applicable Performance Period or on the last trading day immediately before the payment of such awards, as determined by the Committee and provided in the applicable Award Agreement. Such Shares may be granted subject to any restrictions deemed appropriate by the Committee. (b)Participants may, at the discretion of the Committee, be entitled to exercise voting rights with respect to such Shares. Article 9. Other Awards 9.1In General. Subject to the terms of the Plan, the Committee may grant any types of Awards other than those that are specifically set forth in Articles 6 through 8 hereof, including, but not limited to, SARs, the payment of Shares in lieu of cash under any Company incentive bonus plan or program, or Share bonuses. Subject to the terms of the Plan, including the remaining provisions of this Article 9, the Committee, in its sole discretion, shall determine the terms and conditions of such Other Awards. Other Awards may include Restricted Stock Units that are fully vested at grant. 9.2Dividend and Dividend Equivalent Rights. Dividend equivalent rights may be granted as a separate Award or in connection with another Award under this Plan; provided, however, that dividend equivalent rights may not be granted as to an Option or SAR granted under the Plan. Any dividends and/or dividend equivalents as to an Award (other than an Option or SAR) that is subject to vesting conditions will only vest and be paid to the same extent that the related vesting conditions of the Award are satisfied (or, in the case of Restricted Stock or other Award where the dividend must be paid on outstanding Shares as a matter of law, the Award will provide for the forfeiture or repayment of any dividends on the Shares subject to the Award to the extent the Award does not vest). 9.3Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SAR. Except for an adjustment pursuant to Section 4.3, the Committee may not (1) amend an outstanding SAR to reduce the grant price of the SAR, (2) cancel, exchange, or surrender an outstanding SAR in exchange for cash or other awards (including, without limitation, any cash buy-out of an underwater SAR) for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding SAR in exchange for an Option or SAR with an Option Price or grant price that is less than the grant price of the original award. The Committee shall have complete discretion in determining the number of SARs granted to each Participant (subject to Article 4 hereof) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs. The grant price of a Freestanding SAR shall be equal to no less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of the SAR. The grant price of Tandem SARs shall equal the Option Price of the related Option. 9.4Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR shall expire no later than the expiration of the ISO; (b) the value of the payout with respect to the Tandem SAR shall not exceed the excess of the Fair Market Value of the Shares subject to the ISO at the time the Tandem SAR is exercised over the Option Price under the ISO; and (c) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO. 9.5Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its discretion, imposes upon them, subject, however, to the terms of the Plan. 9.6Term of SARs. The term of an SAR shall be determined by the Committee, in its discretion; provided that such term shall not exceed ten (10) years. 9.7Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: (a)The excess of the Fair Market Value of a Share on the date of exercise over the grant price, by (b)The number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent Fair Market Value, or in some combination thereof. Article 10. Award Agreements 10.1In General. Each Award shall be evidenced by an Award Agreement that shall include such provisions as the Committee shall determine and that shall specify: (a)In the case of an Option, the number of the Shares to which the Option pertains, the Option Price, the term of the Option, the schedule on which the Option becomes exercisable, and whether the Option is intended to be an ISO or an NQSO; (b)In the case of Restricted Stock or Restricted Stock Units, the number of Shares of Restricted Stock or Restricted Stock Units granted, the applicable restrictions, and the Restriction Period(s); (c)In the case of Performance Units or Performance Shares, the number of Performance Units or Performance Shares granted, the initial value of a Performance Unit (if applicable), and the performance goals; and (d)In the case of an SAR, the number of Shares to which the SAR pertains, the grant price, the term of the SAR, the schedule on which the SAR becomes exercisable, and whether the SAR is a Freestanding SAR or a Tandem SAR. 10.2Severance from Service. Each Award Agreement shall set forth the extent to which the Participant shall have rights, if any, under the Award following the Participant’s severance from service with the Company and its Subsidiaries. The Award Agreement may make distinctions based on the reason for the Participant’s severance from service and may contain obligations that apply beyond the term of the Award Agreement. 10.3Restrictions on Transferability. Subject to the provisions of the Plan, in the case of an ISO (and in the case of any other Award), a Participant’s Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and shall be exercisable during the Participant’s lifetime only by the Participant. 10.4Uniformity Not Required. The provisions of the Award Agreements need not be uniform among all Awards, among all Awards of the same type, among all Awards granted to the same Participant, or among all Awards granted at the same time. Article 11. Beneficiary Designation Each Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of the Participant’s death before the Participant receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant with respect to such benefit, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, any benefits remaining unpaid under the Plan at the Participant’s death shall be paid to the Participant’s estate unless otherwise provided in the Award Agreement. Article 12. Deferrals The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due pursuant to the lapse or waiver of restrictions with respect to Restricted Stock or Restricted Stock Units, the satisfaction of any requirements or goals with respect to Performance Units/Shares, or in connection with any Other Awards. If any such deferral is required or permitted, the Committee shall establish rules and procedures for such deferrals that are intended to be in compliance with the requirements of Section 409A of the Code. Article 13. No Right to Employment or Participation 13.1 Employment. The Plan shall not interfere with or limit in any way the right of the Company or of any Subsidiary to terminate any Employee’s employment at any time, and the Plan shall not confer upon any Employee the right to continue in the employ of the Company or of any Subsidiary. 13.2 Participation. No Employee or Non-Employee Director shall have the right to be selected to receive an Award or, having been so selected, to be selected to receive a future Award. Article 14. Change in Control No outstanding Awards that have been granted under this Plan shall vest or become immediately payable or exercisable merely upon the occurrence of a Change in Control. However, if within twelve (12) months following the occurrence of a Change in Control, a Participant is involuntarily terminated without “Cause” or is deemed to have separated from service as the result of a “Good Reason”, then all outstanding Options and SARs shall become immediately exercisable, and any restriction periods and other restrictions imposed on then-outstanding Awards shall lapse and will be paid at their targeted award level. Notwithstanding the foregoing, such Awards shall not become payable until their regularly scheduled time as specified under the terms and conditions of the applicable Award Agreement, except that, to the extent an Award is exempt from Section 409A of the Code under the “short-term deferral rule,” payment shall not be later than 2 ½ months after the year in which it is no longer subject to a substantial risk of forfeiture. Both “Cause” and “Good Reason” shall be as defined in the applicable Award Agreement. While no outstanding Award that has been granted under this Plan may vest or become immediately payable or exercisable merely upon the occurrence of a Change in Control, the Committee may override the other provisions of this Article 14 as to an Award, or provide other Change in Control provisions as to the Award (including, without limitation, providing for the treatment of any performance-based conditions in connection with the Change in Control), in the applicable Award Agreement. Article 15. Amendment, Modification, and Termination 15.1 Amendment, Modification, and Termination. Subject to the terms of the Plan, the Committee may at any time and from time to time, alter, amend, suspend, or terminate the Plan in whole or in part; provided that unless the Committee specifically provides otherwise, any revision or amendment that would cause the Plan to fail to comply with any requirement of applicable law if such amendment were not approved by the shareholders of the Company shall not be effective unless and until shareholder approval is obtained. 15.2 Awards Previously Granted. After the termination of the Plan, any previously granted Award shall remain in effect and shall continue to be governed by the terms of the Plan, the Award, and any applicable Award Agreement. Article 16. Withholding 16.1 Tax Withholding. The Company and its Subsidiaries shall have the power and the right to deduct or withhold, or to require a Participant to remit to the Company or to a Subsidiary, an amount that the Company or a Subsidiary reasonably determines to be required to comply with federal, state, local, or foreign tax withholding requirements, including through the withholding of Shares otherwise deliverable under an Award, provided that such withholding may in no event be in excess of the maximum statutory withholding amount(s) in a Participant’s relevant tax jurisdictions. 16.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other taxable event arising as a result of Awards granted hereunder, the Committee may require or Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the statutory withholding tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its discretion, deems appropriate. Article 17. Stock-Based Awards in Substitution for Awards Granted by Other Corporation Awards may be granted to Employees in substitution for or in connection with an assumption of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units or other stock-based awards granted by other entities to persons who are or who will become Employees in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of the Plan, provided the awards reflect adjustments giving effect to the assumption or substitution consistent with any conversion applicable to the common stock (or the securities otherwise subject to the award) in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards previously granted or assumed by an acquired company (or previously granted or assumed by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become Employees in connection with a business or asset acquisition or similar transaction) shall not be counted against the share limit of Section 4.1 or other limits on the number of shares available for issuance under the Plan. Article 18. Clawback Policy and Other Policies The Awards granted under the Plan are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, as well as any other policy of the Company that applies to Awards, such as anti-hedging or pledging policies, as they may be in effect from time to time. Article 19. Successors All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. Article 20. Legal Construction 20.1 Gender and Number; Captions. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; any feminine term used herein also shall include the masculine; and the plural shall include the singular and the singular shall include the plural. Captions and headings are given to the articles, sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 20.2 Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 20.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. The Committee, in its reasonable discretion, may amend the Plan (including retroactively) in any manner to conform with applicable laws, rules, and regulations. Except for the Company’s obligations to withhold taxes, the Company will have no obligation relating to any tax or penalty applicable to any person as a result of participation in the Plan. 20.4 Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as separate payments. Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. Unless otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code; or (B) a disability, no such acceleration shall be permitted unless the disability also satisfies the definition of “disability” pursuant to Section 409A of the Code. This Section 20.4 shall only apply with respect to Participants to whom Section 409A of the Code is applicable. 20.5 Non-Exclusivity of Plan. Nothing in the Plan shall limit or be deemed to limit the authority of the Board or the Committee to grant awards or authorize any other compensation, with or without reference to the Shares, under any other plan or authority. 20.6 Governing Law. The Plan shall be construed in accordance with and governed by the laws of the State of Delaware (without regard to the legislative or judicial conflict of laws rules of any state), except to the extent superseded by federal law. --- ## EX-31.1 SEC source: [a2026q210-qxex311.htm](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxex311.htm) EXHIBIT 31.1 I, Daniel H. Schulman, certify that: 1.I have reviewed this quarterly report on Form 10-Q of Verizon Communications Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: July 31, 2026 /s/ Daniel H. Schulman Daniel H. Schulman Chief Executive Officer --- ## EX-31.2 SEC source: [a2026q210-qxex312.htm](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxex312.htm) EXHIBIT 31.2 I, Anthony T. Skiadas, certify that: 1.I have reviewed this quarterly report on Form 10-Q of Verizon Communications Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: July 31, 2026 /s/ Anthony T. Skiadas Anthony T. Skiadas Executive Vice President and Chief Financial Officer --- ## EX-32.1 SEC source: [a2026q210-qxex321.htm](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxex321.htm) EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I, Daniel H. Schulman, Chief Executive Officer of Verizon Communications Inc. (the Company), certify that: (1) the report of the Company on Form 10-Q for the quarterly period ending June 30, 2026 (the Report) fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (the Exchange Act); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report. Date: July 31, 2026 /s/ Daniel H. Schulman Daniel H. Schulman Chief Executive Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Verizon Communications Inc. and will be retained by Verizon Communications Inc. and furnished to the Securities and Exchange Commission or its staff upon request. --- ## EX-32.2 SEC source: [a2026q210-qxex322.htm](https://www.sec.gov/Archives/edgar/data/732712/000073271226000046/a2026q210-qxex322.htm) EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I, Anthony T. Skiadas, Executive Vice President and Chief Financial Officer of Verizon Communications Inc. (the Company), certify that: (1) the report of the Company on Form 10-Q for the quarterly period ending June 30, 2026 (the Report) fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (the Exchange Act); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods referred to in the Report. Date: July 31, 2026 /s/ Anthony T. Skiadas Anthony T. Skiadas Executive Vice President and Chief Financial Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Verizon Communications Inc. and will be retained by Verizon Communications Inc. and furnished to the Securities and Exchange Commission or its staff upon request.