VZ

• Delivered 184,000 postpaid phone net additions, best Consumer Q2 in five years.
• Generated more than 550,000 total mobility and broadband net additions in Q2 2026, up over 230,000 from Q2 2025.
• First-half 2026 cash flow from operations grew 9.9% and free cash flow surged 16.0%.
• Raised full-year guidance for mobility and broadband service revenue, cash flow from operations, free cash flow, and adjusted EPS; expanded share buyback target to up to $4.5 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On July 23, 2026, Verizon and CEO Daniel H. Schulman amended his employment agreement, extending the initial term from December 31, 2027 to December 31, 2028.
• For calendar year 2028, Schulman will receive an annual base salary and target annual incentive no less than that provided during the initial term ending December 31, 2027.
• For 2028, Schulman will receive a long-term incentive award with a target value of at least $25 million, granted in the first three months of 2027 alongside band 1 executive awards.
• The time-based vesting for the 2028 long-term incentive award will be deemed satisfied upon termination due to a succession event on or after the grant date.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Verizon will contribute its international wireline and managed network services business and pay $625 million to NewCo, which will be distributed to BT, in exchange for 50% of NewCo's equity.
• The transaction is subject to customary regulatory approvals and closing conditions.
• Verizon expects to record an estimated loss of $700 million to $800 million in Q2 2026 due to classifying the contributed business as held for sale.
• Verizon also expects Q2 2026 severance charges of $350–450 million and asset rationalization charges of $200–300 million from transformation initiatives.

7.01 Regulation FD Disclosure

• Verizon accepted all Old Notes validly tendered in exchange offers for 11 series of notes, with settlement on June 22, 2026.
• Requisite consents were received for proposed amendments to indentures for six series of Old Notes, including 6.860% Debentures due 2028 and 8.375% Debentures due 2029.
• New Notes will have the same economic terms as the corresponding Old Notes and will be unregistered, subject to a registration rights agreement.
• The exchange offers and consent solicitations expired on June 16, 2026, with all conditions satisfied or waived.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Verizon announced extension of the early participation date to 5:00 p.m. (NYC time) on June 16, 2026 for its private exchange offers and consent solicitations for 11 series of notes.
• The exchange offers and consent solicitations will expire at 5:00 p.m. (NYC time) on June 16, 2026, unless extended or terminated.
• Settlement is expected on June 22, 2026, the third business day after the expiration date.
• The offers are open only to eligible holders who are qualified institutional buyers or non-U.S. persons outside the U.S.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• At the May 21, 2026 annual meeting, shareholders approved the 2026 Verizon Communications Inc. Long-Term Incentive Plan, effective immediately.
• The advisory vote on executive compensation was approved with about 2.40 billion votes for and 355.7 million against.
• Ernst & Young LLP was ratified as independent auditor for 2026 with about 3.16 billion votes for.
• Two shareholder proposals, on climate change oversight and independent board chair, were defeated; a third proposal on executive compensation metrics was withdrawn.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders

• On May 14, 2026, Verizon Communications Inc. closed the sale of $2.0 billion of 6.050% Fixed-to-Fixed Rate Junior Subordinated Notes due 2058 and $2.0 billion of 6.200% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056.
• The offering was made under an effective shelf registration statement on Form S-3 (Reg. No. 333-289928), effective upon filing on August 29, 2025.
• The 8-K was filed to include the forms of the notes as exhibits to the registration statement.
• Exhibits 4.1 and 4.2 contain the forms of global notes for the 2058 and 2056 notes, respectively.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Verizon announced private exchange offers to exchange 11 series of outstanding notes (Old Notes) for newly issued Verizon notes (New Notes), with consent solicitations to amend indentures.
• Eligible holders tendering by the Early Participation Date (June 1, 2026) receive a $50 principal amount of New Notes per $1,000 of Old Notes as an Early Participation Payment, plus a $1 cash consent payment.
• The exchange offers and consent solicitations expire on June 16, 2026, unless extended.
• Verizon also commenced separate cash tender offers for 20 series of notes, including the Old Notes, with consents cumulated across the offers.

8.01 Other Events · 9.01 Financial Statements and Exhibits