Every material Form 8-K Verizon has filed with the SEC since November 10, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Verizon Communications Inc. reported its third-quarter 2026 financial results, highlighting net income of $5.3 billion and consolidated Adjusted EBITDA of $13.8 billion. Driven by strong postpaid phone net additions and operational performance, the company raised its full-year guidance for the third consecutive quarter.
Delivered 406,000 postpaid phone net additions in third-quarter 2026.
Reported net income of $5.3 billion and Adjusted EPS of $1.31 for the quarter.
Raised full-year 2026 guidance for Adjusted EPS to $5.04 to $5.06.
Verizon's Board of Directors elected Charles Phillips, Co-Founder & Managing Partner of Recognize Partners LP, as a director effective September 25, 2026. He will receive the standard non-employee director compensation described in the company's April 6, 2026 proxy statement, and he has not yet been named to a Board committee.
Charles Phillips elected as director effective September 25, 2026
Phillips is Co-Founder & Managing Partner of Recognize Partners LP
Compensation follows the Non-Employee Director Compensation program in the April 6, 2026 proxy statement
Verizon amended CEO Daniel Schulman's employment agreement on July 23, 2026, extending his initial term from December 31, 2027 to December 31, 2028. After that, the agreement renews annually unless either party gives at least 90 days' notice. The filing also sets a 2028 long-term incentive award with a target value of at least $25 million, which would vest in full on a qualifying succession event.
Initial term end date extended from December 31, 2027 to December 31, 2028
Calendar 2028 long-term incentive award with target value of at least $25 million, granted in the first three months of 2027
Award vests in full on termination due to a succession event on or after the grant date
Renewals are annual, subject to 90 days' notice of non-extension
Verizon reported second-quarter 2026 total operating revenue of $34.3 billion, down 0.7% year over year, and net income of $3.9 billion, down 22.9%, mainly due to $1.8 billion in pre-tax special items, including a $746 million loss on disposition of business. Adjusted EPS rose 6.6% to $1.30, and Verizon raised its 2026 adjusted EPS forecast to $4.99 to $5.04 and expanded its full-year share buyback target to up to $4.5 billion.
Total operating revenue was $34.3 billion, down 0.7%, as wireless equipment revenue fell over $1.2 billion, or nearly 20%
Net income was $3.9 billion, down 22.9%; EPS was $0.92 versus $1.18 a year earlier, while adjusted EPS was $1.30 versus $1.22
2026 adjusted EPS guidance raised to $4.99 to $5.04, or 6.0 to 7.0 percent growth
Verizon bought back $1.0 billion of shares in the second quarter and raised the full-year buyback target to up to $4.5 billion
Verizon signed a transaction agreement on June 28, 2026 with BT Group and NewCo to combine its international wireline connectivity and managed network services business with BT's equivalent business, with each company holding 50% of NewCo. Verizon will also make a $625 million cash payment to NewCo, which will pass it to BT, and it expects a second-quarter 2026 estimated loss of $700 million to $800 million, plus severance and asset charges, that will weigh on reported results.
Transaction agreement signed June 28, 2026; closing is subject to customary regulatory approvals and closing conditions.
Verizon to pay $625 million in cash to NewCo; the value of each contributed business is subject to adjustment for cash, net working capital and indebtedness at closing.
Expected second-quarter 2026 estimated loss of $700 million to $800 million from classifying the Verizon Contributed Business as held for sale.
Severance charge of $350 million to $450 million and asset rationalization charges of $200 million to $300 million expected in the second quarter of 2026.
Verizon said its exchange offers and consent solicitations for 11 series of older notes expired on June 16, 2026, and that it accepted all validly tendered notes. Required consents were received for six series, and the Total Consideration is payable on June 22, 2026. The filing covers debt restructuring activity and does not report changes to Verizon's results or guidance.
Expiration Date was 5:00 p.m. New York time on June 16, 2026, and the Total Consideration is payable on the June 22, 2026 Settlement Date
Requisite consents were received for six series, including the 6.860% Debentures due 2028 and the 7.875% Senior Notes due 2032
Accepted principal ranged from 1.03% of outstanding principal (6.860% Debentures due 2028, $2,903,000 accepted) to 85.89% (8.625% Debentures due 2031, $2,045,000 accepted)
Separate cash tender offers for 20 series of notes were also finalized, and they are separate from the exchange offers
Verizon extended the early participation date for its private exchange offers and consent solicitations for 11 series of notes to 5:00 p.m. New York time on June 16, 2026, and reported early results as of June 1, 2026. The offers would swap older subsidiary debt for new Verizon notes with the same economic terms, which changes the debt structure but does not change the amount Verizon owes, as the filing states only the exchange terms.
Early participation date extended to 5:00 p.m. New York time on June 16, 2026, the same time the offers expire
Settlement Date expected to be June 22, 2026, unless extended
Verizon New England 7.875% Debentures due 2029 had 52.03% of principal tendered as of June 1, 2026
Global Bondholder Services Corporation is the Exchange Agent and Information Agent
At its May 21, 2026 annual meeting, Verizon shareholders elected all nine board nominees, approved the 2026 Long-Term Incentive Plan, and approved executive compensation in an advisory vote. Shareholders also ratified Ernst & Young LLP as auditor for 2026 and defeated two shareholder proposals, on climate-related board oversight and an independent board chair.
Annual meeting held May 21, 2026; 3,456,536,338 shares, or 82.67% of shares outstanding on the March 23, 2026 record date, were present.
Advisory vote on executive compensation approved: 2,403,857,612 for and 355,704,067 against.
Verizon closed the sale of $4 billion of junior subordinated notes on May 14, 2026, split evenly between two series. The filing is administrative: it files the note forms as exhibits to an existing Form S-3 shelf registration effective August 29, 2025.
$2 billion of 6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058 sold
$2 billion of 6.200% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 sold
Notes sold under purchase agreement with BNP Paribas, Goldman Sachs, J.P. Morgan, Morgan Stanley, Wells Fargo and others
Verizon said its subsidiaries are offering to exchange 11 series of outstanding debt securities for new Verizon Communications Inc. notes with the same economic terms, and are soliciting consents to amend the indentures to eliminate certain restrictive covenants. The filing also discloses separate cash tender offers for 20 series of notes, so the exchange and tender offers are distinct transactions. The filing states no earnings or guidance figures, and the exchange terms are set out in the offering documents.
Exchange offers cover 11 series of Old Notes issued by Verizon subsidiaries, including Frontier Florida LLC, Frontier North Inc., Alltel Corporation, and several Verizon operating companies.
Eligible Holders who tender by 5:00 p.m. New York City time on June 1, 2026 receive a Total Consideration that includes a $50 Early Participation Payment per $1,000 principal amount, plus a $1 cash Consent Payment per $1,000.
Exchange offers expire June 16, 2026, with settlement expected June 22, 2026 unless extended.
Separate cash tender offers for 20 series of notes were launched the same day under a May 11, 2026 Offer to Purchase and Consent Solicitation Statement.
Verizon reported first-quarter 2026 results on April 27, 2026, with total operating revenue of $34.4 billion, up 2.9 percent, and diluted EPS of $1.20, up 4.3 percent. The company raised its 2026 Adjusted EPS guidance to $4.95 to $4.99, and net unsecured debt rose to $130.1 billion from $110.1 billion at the end of 2025, after the Frontier acquisition closed in January 2026.
Diluted EPS was $1.20, up 4.3 percent; Adjusted EPS was $1.28, up 7.6 percent year-over-year.
Consolidated net income was $5.1 billion, up 3.3 percent, and consolidated adjusted EBITDA was $13.4 billion, up 6.7 percent.
2026 Adjusted EPS guidance was raised to $4.95 to $4.99, or 5.0 to 6.0 percent growth.
Verizon reported 55,000 total postpaid phone net additions in the first quarter, its first positive first-quarter result since 2013.
Verizon changed how it presents segment revenue, splitting Consumer and Business revenue into mobility and broadband service, wireless equipment, and other revenue beginning in the first quarter of 2026. It will also disclose operating metrics only on a consolidated basis going forward. The filing furnishes recast historical figures so investors can compare periods, and it does not report new results for the period.
Consumer and Business revenue will be reported as mobility and broadband service, wireless equipment, and other revenue, beginning in Q1 2026.
Verizon will disclose operating metrics only on a consolidated basis going forward.
Verizon closed the sale of €2.25 billion of 4.2462% junior subordinated notes due 2056 and £600 million of 5.7427% junior subordinated notes due 2056 on February 23, 2026. The notes were sold under an effective Form S-3 shelf registration, and the filing adds the note forms as exhibits to that registration. The filing does not state how the proceeds will be used.
Euro notes: €2,250,000,000 aggregate principal at 4.2462%, due 2056
Sterling notes: £600,000,000 aggregate principal at 5.7427%, due 2056
Sold under shelf registration statement on Form S-3 (Reg. No. 333-289928), effective August 29, 2025
Verizon director Clarence Otis, Jr. told the company on February 4, 2026 that he will not stand for re-election when his term expires at the 2026 annual shareholder meeting. The filing discloses no reason and no replacement, so the change is a board succession matter with no stated financial effect.
Clarence Otis, Jr. notified Verizon on February 4, 2026 of his decision.
His term ends at Verizon's 2026 annual meeting of shareholders.
The filing names no successor and gives no reason for the decision.
Verizon disclosed that Sowmyanarayan Sampath ceased to serve as Executive Vice President and Group CEO of Verizon Consumer effective February 4, 2026. He will serve in an advisory capacity until March 27, 2026, when he is expected to leave the company. The filing does not name a successor or give a reason for the change.
Sowmyanarayan Sampath ceased to serve as EVP and Group CEO - Verizon Consumer on February 4, 2026
Advisory role until March 27, 2026, the date he is expected to leave the company
Filing does not name a successor or state the reason for the departure
Verizon said its 2026 earnings and cash flow expectations rest on significant changes to its cost structure and market strategy. The company plans to return about $55 billion to stockholders through dividends and buybacks through the end of 2028, and its board declared a higher quarterly dividend and a new $25 billion share repurchase authorization.
Quarterly dividend declared at $0.7075 per share, payable May 1, 2026, to holders of record on April 10, 2026
Annualized dividend increase of $0.07 per share, or 2.5%
New share repurchase program authorized for up to $25 billion of common stock
Company expects to repurchase at least $3 billion of common stock in 2026
Verizon reported fourth-quarter 2025 revenue of $36.4 billion, up 2.0% from a year earlier, and 616,000 postpaid phone net additions, up from 504,000. Reported EPS fell to $0.55 from $1.18 as selling, general and administrative expense rose 26.0%, while adjusted EPS, which excludes special items, was $1.09. The company also guided to 2026 adjusted EPS of $4.90 to $4.95 and free cash flow of $21.5 billion or more, and said the Frontier acquisition closed on January 20, 2026.
Q4 2025 total operating revenue $36.4 billion, up 2.0%; net income $2.4 billion versus $5.1 billion a year earlier
Q4 2025 EPS $0.55 (diluted $0.55 vs $1.18) and adjusted EPS $1.09; full-year 2025 EPS $4.06 and adjusted EPS $4.71
2026 outlook: adjusted EPS $4.90 to $4.95, 750,000 to 1.0 million postpaid phone net additions, free cash flow of $21.5 billion or more
Frontier acquisition closed January 20, 2026, expanding fiber access to over 30 million homes and businesses
Verizon said on January 20, 2026 that it completed its previously announced acquisition of Frontier Communications Parent, Inc. under a merger agreement dated September 4, 2024. Frontier became a wholly owned Verizon subsidiary, and each outstanding Frontier share was converted into the right to receive $38.50 in cash. For Verizon shareholders, the filing confirms closing of a large deal but does not disclose its financial terms beyond the per-share price paid to Frontier holders.
Acquisition completed January 20, 2026 under a merger agreement dated September 4, 2024
Frontier common stock converted into the right to receive $38.50 per share in cash
Frontier survives the merger as a wholly owned subsidiary of Verizon
Shares owned by Verizon, Frontier or Merger Sub were cancelled for no consideration
Verizon's Human Resources Committee approved an amendment to a letter agreement with CEO Daniel H. Schulman that sets updated terms for a $30 million target value performance stock unit award. The award, which vests on December 31, 2027 if earned, ties half its value to adjusted earnings per share targets and half to relative total shareholder return.
Committee approved the amendment on January 8, 2026, to the letter agreement with Daniel H. Schulman dated October 13, 2025
Target value of the PSU award is $30 million, to be granted in the first quarter of 2026 on the annual long-term incentive grant date
50% vests on adjusted EPS targets and 50% on relative total shareholder return, with payouts of 0-200% of target for the TSR portion
Award vests, to the extent earned, on December 31, 2027, generally subject to continued employment
Verizon said it expects to record a severance charge of $1.6 billion to $1.8 billion in the fourth quarter of 2025 as it cuts over 13,000 positions under a previously announced cost reduction plan. The filing says over 80% of affected employees will leave in December 2025, and the company expects a significant reduction in outsourced, contracted and other outside labor expense. The charge is a large one-time cost, while the cuts aim to lower ongoing costs.
Expected fourth-quarter 2025 severance charge of $1.6 billion to $1.8 billion
Elimination of over 13,000 positions
Over 80% of affected employees expected to exit in December 2025
Significant reduction in outsourced, contracted and other outside labor expense expected
Verizon closed two debt sales on November 10, 2025: €2,250,000,000 of 3.9962% junior subordinated notes and £1,000,000,000 of 5.7420% junior subordinated notes, both due 2056. The notes were sold under an existing shelf registration statement, and the filing adds the note forms as exhibits to that registration. The filing does not state how the proceeds will be used, and it does not report any change to earnings or guidance.
Euro notes: €2,250,000,000 principal, 3.9962% fixed-to-fixed rate, due 2056
Sterling notes: £1,000,000,000 principal, 5.7420% fixed-to-fixed rate, due 2056
Sold under a Form S-3 shelf registration statement that became effective on August 29, 2025
Purchasers included BNP Paribas, Merrill Lynch International and Goldman Sachs & Co. LLC
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