SEC Form 8-K filed by Verizon Communications Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: May 14, 2026

(Date of earliest event reported)

VERIZON COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 395-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Junior Subordinated Notes Offering

On May 14, 2026, Verizon Communications Inc. (“Verizon”) closed the sale of $2,000,000,000 aggregate principal amount of its 6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058 and $2,000,000,000 aggregate principal amount of its 6.200% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, pursuant to a purchase agreement with BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the several Purchasers named therein. The notes were sold pursuant to an effective shelf registration statement on Form S-3 (Reg. No. 333-289928), which became effective upon filing with the Securities and Exchange Commission on August 29, 2025 (the “Registration Statement”).

This Current Report on Form 8-K is being filed for the purpose of filing the forms of notes for Verizon’s 6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058 and 6.200% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 as Exhibits to the Registration Statement, and such Exhibits are hereby incorporated by reference into the Registration Statement.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.