Verizon Communications (VZ) 10-K risk factor changes: FY2025 vs FY2024

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| [removed: 0.875%] [added: 3.250%] Notes due [removed: 2025] [added: 2032] | | | | | | VZ [removed: 25] [added: 32C] | | | | | | New York Stock Exchange | | |

| [removed: 3.25%] [added: 3.750%] Notes due [removed: 2026] [added: 2037] | | | | | | VZ [removed: 26] [added: 37B] | | | | | | New York Stock Exchange | | |

At June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately [removed: $173.6] [added: $182.4] billion.

At January [removed: 31, 2025, 4,209,703,958] [added: 30, 2026, 4,217,684,168] shares of the registrant’s common stock were outstanding, after deducting [removed: 81,729,688] [added: 73,749,478] shares held in treasury.

Portions of the registrant's definitive Proxy Statement to be delivered to shareholders in connection with the registrant's [removed: 2025] [added: 2026] Annual Meeting of Shareholders (Part III).

| Item 1. | | | [removed: [Business](#i1da8bfafa1cd48a5a9f25432356b4db8_13)] [added: [Business](#i54b25faae90947cb876622a7478da046_13)] | | | [removed: [4](#i1da8bfafa1cd48a5a9f25432356b4db8_13)] [added: [4](#i54b25faae90947cb876622a7478da046_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i1da8bfafa1cd48a5a9f25432356b4db8_61)] [added: Factors](#i54b25faae90947cb876622a7478da046_64)] | | | [removed: [13](#i1da8bfafa1cd48a5a9f25432356b4db8_61)] [added: [11](#i54b25faae90947cb876622a7478da046_64)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i1da8bfafa1cd48a5a9f25432356b4db8_64)] [added: Comments](#i54b25faae90947cb876622a7478da046_67)] | | | [removed: [19](#i1da8bfafa1cd48a5a9f25432356b4db8_64)] [added: [17](#i54b25faae90947cb876622a7478da046_67)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i1da8bfafa1cd48a5a9f25432356b4db8_67)] [added: [Cybersecurity](#i54b25faae90947cb876622a7478da046_70)] | | | [removed: [19](#i1da8bfafa1cd48a5a9f25432356b4db8_67)] [added: [17](#i54b25faae90947cb876622a7478da046_70)] | | |

| Item 2. | | | [removed: [Properties](#i1da8bfafa1cd48a5a9f25432356b4db8_70)] [added: [Properties](#i54b25faae90947cb876622a7478da046_73)] | | | [removed: [21](#i1da8bfafa1cd48a5a9f25432356b4db8_70)] [added: [19](#i54b25faae90947cb876622a7478da046_73)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i1da8bfafa1cd48a5a9f25432356b4db8_73)] [added: Proceedings](#i54b25faae90947cb876622a7478da046_76)] | | | [removed: [21](#i1da8bfafa1cd48a5a9f25432356b4db8_73)] [added: [19](#i54b25faae90947cb876622a7478da046_76)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i1da8bfafa1cd48a5a9f25432356b4db8_76)] [added: Disclosures](#i54b25faae90947cb876622a7478da046_79)] | | | [removed: [21](#i1da8bfafa1cd48a5a9f25432356b4db8_76)] [added: [19](#i54b25faae90947cb876622a7478da046_79)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1da8bfafa1cd48a5a9f25432356b4db8_82)] [added: Securities](#i54b25faae90947cb876622a7478da046_85)] | | | [removed: [22](#i1da8bfafa1cd48a5a9f25432356b4db8_82)] [added: [20](#i54b25faae90947cb876622a7478da046_85)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i1da8bfafa1cd48a5a9f25432356b4db8_85)] [added: [\[Reserved\]](#i54b25faae90947cb876622a7478da046_88)] | | | [removed: [22](#i1da8bfafa1cd48a5a9f25432356b4db8_85)] [added: [20](#i54b25faae90947cb876622a7478da046_88)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1da8bfafa1cd48a5a9f25432356b4db8_91)] [added: Operations](#i54b25faae90947cb876622a7478da046_94)] | | | [removed: [23](#i1da8bfafa1cd48a5a9f25432356b4db8_91)] [added: [21](#i54b25faae90947cb876622a7478da046_94)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1da8bfafa1cd48a5a9f25432356b4db8_175)] [added: Risk](#i54b25faae90947cb876622a7478da046_178)] | | | [removed: [49](#i1da8bfafa1cd48a5a9f25432356b4db8_175)] [added: [46](#i54b25faae90947cb876622a7478da046_178)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i1da8bfafa1cd48a5a9f25432356b4db8_178)] [added: Data](#i54b25faae90947cb876622a7478da046_181)] | | | [removed: [51](#i1da8bfafa1cd48a5a9f25432356b4db8_178)] [added: [49](#i54b25faae90947cb876622a7478da046_181)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1da8bfafa1cd48a5a9f25432356b4db8_271)] [added: Disclosure](#i54b25faae90947cb876622a7478da046_274)] | | | [removed: [107](#i1da8bfafa1cd48a5a9f25432356b4db8_271)] [added: [106](#i54b25faae90947cb876622a7478da046_274)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i1da8bfafa1cd48a5a9f25432356b4db8_274)] [added: Procedures](#i54b25faae90947cb876622a7478da046_277)] | | | [removed: [107](#i1da8bfafa1cd48a5a9f25432356b4db8_274)] [added: [106](#i54b25faae90947cb876622a7478da046_277)] | | |

| Item 9B. | | | [Other [removed: Information](#i1da8bfafa1cd48a5a9f25432356b4db8_286)] [added: Information](#i54b25faae90947cb876622a7478da046_289)] | | | [removed: [108](#i1da8bfafa1cd48a5a9f25432356b4db8_286)] [added: [107](#i54b25faae90947cb876622a7478da046_289)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1da8bfafa1cd48a5a9f25432356b4db8_289)] [added: Inspections](#i54b25faae90947cb876622a7478da046_292)] | | | [removed: [108](#i1da8bfafa1cd48a5a9f25432356b4db8_289)] [added: [107](#i54b25faae90947cb876622a7478da046_292)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1da8bfafa1cd48a5a9f25432356b4db8_295)] [added: Governance](#i54b25faae90947cb876622a7478da046_298)] | | | [removed: [108](#i1da8bfafa1cd48a5a9f25432356b4db8_295)] [added: [107](#i54b25faae90947cb876622a7478da046_298)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i1da8bfafa1cd48a5a9f25432356b4db8_298)] [added: Compensation](#i54b25faae90947cb876622a7478da046_301)] | | | [removed: [109](#i1da8bfafa1cd48a5a9f25432356b4db8_298)] [added: [108](#i54b25faae90947cb876622a7478da046_301)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1da8bfafa1cd48a5a9f25432356b4db8_301)] [added: Matters](#i54b25faae90947cb876622a7478da046_304)] | | | [removed: [109](#i1da8bfafa1cd48a5a9f25432356b4db8_301)] [added: [108](#i54b25faae90947cb876622a7478da046_304)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1da8bfafa1cd48a5a9f25432356b4db8_304)] [added: Independence](#i54b25faae90947cb876622a7478da046_307)] | | | [removed: [109](#i1da8bfafa1cd48a5a9f25432356b4db8_304)] [added: [108](#i54b25faae90947cb876622a7478da046_307)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i1da8bfafa1cd48a5a9f25432356b4db8_307)] [added: Services](#i54b25faae90947cb876622a7478da046_310)] | | | [removed: [109](#i1da8bfafa1cd48a5a9f25432356b4db8_307)] [added: [108](#i54b25faae90947cb876622a7478da046_310)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i1da8bfafa1cd48a5a9f25432356b4db8_313)] [added: Schedules](#i54b25faae90947cb876622a7478da046_316)] | | | [removed: [110](#i1da8bfafa1cd48a5a9f25432356b4db8_313)] [added: [109](#i54b25faae90947cb876622a7478da046_316)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i1da8bfafa1cd48a5a9f25432356b4db8_322)] [added: Summary](#i54b25faae90947cb876622a7478da046_325)] | | | [removed: [114](#i1da8bfafa1cd48a5a9f25432356b4db8_322)] [added: [114](#i54b25faae90947cb876622a7478da046_325)] | | |

[removed: Our] [added: As of December 31, 2025, our] wireline services are provided in nine states in the Mid-Atlantic and Northeastern U.S., as well as Washington D.C., over our 100% fiber-optic network through our Verizon Fios product portfolio and over a traditional copper-based network to customers who are not served by Fios.

In [removed: 2024,] [added: 2025,] the Consumer segment’s revenues were [removed: $102.9] [added: $106.8] billion, representing approximately [removed: 76%] [added: 77%] of Verizon’s consolidated revenues.

As of December 31, [removed: 2024,] [added: 2025,] Consumer had approximately [removed: 115] [added: 116] million wireless retail connections (including FWA), of which 83% [removed: are] [added: were] postpaid connections.

In addition, at December 31, [removed: 2024,] [added: 2025,] Consumer had approximately [removed: 10] [added: 11] million total broadband connections (which includes Fios internet, FWA and Digital Subscriber Line (DSL) connections), and approximately [removed: 3] [added: 2] million Fios video connections.

Our Business segment provides wireless and wireline communications services and products, including [added: mobility communication services,] FWA [removed: broadband, data, video] and [added: wireline broadband, Internet of Things (IoT) connectivity solutions,] advanced communication services, corporate networking solutions, [removed: security and managed network services,] local and long distance voice [removed: services] [added: services,] and [removed: network access to deliver various Internet of Things (IoT) services] [added: security] and [removed: products.][added: managed network services.]

In [removed: 2024,] [added: 2025,] the Business segment's revenues were [removed: $29.5] [added: $29.1] billion, representing approximately [removed: 22%] [added: 21%] of Verizon’s consolidated revenues.

As of December 31, [removed: 2024,] [added: 2025,] Business had approximately 31 million wireless retail postpaid connections (including FWA) and approximately [removed: 2] [added: 3] million total broadband connections (which includes Fios internet, FWA and DSL connections).

Our Consumer Group offers [removed: customizable, personalized] [added: various] phone plans for retail [removed: customers, allowing them] [added: customers with features, designed] to [removed: design the plan that fits] [added: fit] their needs, including access to their preferred content and services (which we call “perks”).

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 95] [added: 96] million postpaid connections and 20 million prepaid connections, representing approximately 83% and 17% of our Consumer wireless retail connections, respectively.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: nearly 4.6] [added: 5.7] million FWA broadband connections.

Oftentimes, we offer promotional [removed: trade in] [added: trade-in] offers to incentivize new customers or existing customer upgrades.

| 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 | | |

| [Signatures](#i54b25faae90947cb876622a7478da046_328) | | | | | | [114](#i54b25faae90947cb876622a7478da046_328) | | |

As of the date this report is being filed, 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 operates an award winning national wireless network covering approximately 147 million wireless retail connections, and an extensive broadband network covering approximately 14 million broadband connections as of December 31, 2025.

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.

Virtualization supports cost efficiency and supplier diversification, and reduces time to deploy networks.

Verizon has an industry leading virtualized radio access network (vRAN) infrastructure and has deployed Open RAN (ORAN) based solutions that allow to shift from traditional, single-vendor systems to using interoperable network components from multiple vendors.

Our evolving network infrastructure positions us well to handle increased capacity demands of AI.

We also continue to expand our network coverage by partnering with satellite providers to enhance off-grid emergency and text messaging services.

We provide residential and enterprise wireline broadband services over our 100% fiber-optic network through our Verizon fiber product portfolio and over a traditional copper-based network.

We also provide fixed wireless access (FWA) broadband as an alternative to traditional landline internet access.

We had 5.7 million FWA broadband connections as of December 31, 2025.

In addition, in October 2025, we entered into a commercial fiber arrangement with an affiliate of Tillman Global Holdings to further increase our fiber access reach.

On January 30, 2026, we 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. This transaction is expected to provide additional FWA capabilities and enhance our ability to deliver high-speed internet to multi-dwelling units and urban communities.

The rapid evolution and increasing use of AI technologies also contribute to increasing competition and may affect the competitive landscape in ways we cannot fully predict.

Competitive pricing and solution simplicity are key differentiators as customers are moving away from fragmented vendor relationships in favor of integrated solution suites.

Operators are targeting this group with discounted bundles, converged offerings, and flexible solutions stacks to cater to this large and growing customer category.

The FCC recently waived one aspect of these rules related to device locking.

Broadband

At the federal level, these broadband services are subject to light-touch regulation by the FCC.

Generally, governments globally are increasing their focus on privacy and data security requirements and privacy-related legislation, which could have a significant impact on our businesses.

Verizon has approximately 89,900 employees on a full-time equivalent basis as of December 31, 2025, 89% of whom are based in the U.S. In order to realize our core business strategy, we seek to recruit and retain employees with the skills, experiences and perspectives necessary to meet the needs of the customers and communities we serve.

As part of an initiative to reduce costs, pursue greater efficiency and align our investments with our business and strategic priorities, in the fourth quarter of 2025, we announced our plans to reduce our workforce by more than 13,000 positions.

Over 80% of the affected employees exited in December 2025.

Despite this difficult decision, we continue to focus on attracting and retaining talent, specifically in areas that are critical to realizing our strategy.

We and our executive officers may also use social media platforms to communicate with investors and the public about our business and other matters, and those communications could be deemed to be material.

- changes to international trade and tariff policies and related economic and other impacts;

- our ability to implement business transformation initiatives and achieve their anticipated benefits;

- system failures and disruptions to our networks and operations and any resulting business, financial or reputational impact;

- significant amount of outstanding debt;

- our ability to return capital to shareholders, including the amount, timing, and effect of share repurchases and dividends; and

reliability, speed, capacity and coverage, our ability to market our products and services effectively, our development of new and enhanced products and services, our capital resources, and the reach and quality of our sales and distribution channels.

These risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation.

Our competitors may incorporate AI into their offerings and operations more quickly or more successfully than we do, which could impair our ability to compete effectively.

In addition, our business with public sector customers has been and may in the future be negatively affected by a reduction of the federal and state government workforce and other government cost efficiency measures.

During the course of 2025, the U.S. government announced tariffs on goods imported from various countries to the U.S. Countries subject to such tariffs have imposed or may in the future impose reciprocal or retaliatory tariffs and other trade measures.

New or increased tariffs and other trade restrictions could adversely affect our cost structure and profitability.

Our attempts to mitigate or offset these pressures may not be successful or may have adverse consequences on our business.

An escalation of trade tensions, additional tariffs or prolonged uncertainty in trade relationships could also lead to supply chain disruptions or adverse economic impacts, which could adversely affect our results of operations and financial condition.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Signatures](#i1da8bfafa1cd48a5a9f25432356b4db8_325) | | | | | | [114](#i1da8bfafa1cd48a5a9f25432356b4db8_325) | | |

Customers that activate service on devices purchased under the device payment program generally 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.

We also continue to service existing plans for customers who have not yet purchased and activated devices under the Verizon device payment program.

Large businesses are identified based on their size and volume of business with Verizon.

These services include the following:

- *Network services* – We offer a portfolio of network connectivity products to help our customers connect with their employees, partners, vendors and customers.

These products include internet access services, private networking services, private cloud connectivity services and virtual and software defined networking services.

- *Advanced communications services* – We offer a suite of services to our customers to help them communicate with their employees, partners, vendors, constituents and customers.

These products include Internet Protocol (IP)-based voice and video services, unified communications and collaboration tools and customer contact center solutions.

- *Core services* – We provide a portfolio of domestic and global voice and data solutions utilizing traditional telecommunications technology, including voice calling, messaging services, conferencing, contact center solutions and private line and data access networks.

Core services also include the provision of customer premises equipment, and installation, maintenance and site services.

*•Security services* – We offer a suite of management and data security services that help our customers protect, detect and respond to security threats to their networks, data, applications and infrastructure.

- *IoT services* – We provide the network access required to deliver various IoT products and services.

We work with companies that purchase network access from us to connect their devices, bundled together with their own solutions, which they sell to end users.

Wholesale's services include:

*•Data services* – We offer a portfolio of data services to enhance our Wholesale customers’ networks and provide connections to their end users and subscribers.

*•Voice services* – We provide switched access services that allow carriers to complete their end-user calls that originate or terminate within our territory.

In addition, we provide originating and terminating voice services throughout the U.S. and globally utilizing our time-division multiplexing and Voice over Internet Protocol (VoIP) networks.

- *Local services* – We offer an array of local dial tone and broadband services to competitive local exchange carriers, some of which are offered to comply with telecommunications regulations.

In addition, we offer services such as colocation, resale and unbundled network elements in compliance with applicable regulations.

- *Scale and geography* – We operate a national network covering over 146 million wireless retail connections as of December 31, 2024.

- *Services and capabilities* – We provide connectivity, access to the internet, voice calling, text messaging and both linear and streaming video capabilities.

Beyond these basic services, our network solutions include advanced services and capabilities such as E911, first responder solutions and private networking solutions.

- *Reliability* – We strive to design and deploy reliable networks.

We test our networks for reliability and use various methods and procedures to maintain network availability, capability and capacity.

To mitigate the impact of power disruptions on our operations, we have battery backup at every switch and every macro cell.

We also utilize backup generators at a majority of our macro cells and at every switch location.

In addition, we have a fleet of portable backup generators that can be deployed if needed.

We consider the reliability, speed, capacity, coverage and security of our wireless network to be key factors in our continued success.

We are evolving and transforming our networks to ensure our customers receive access to the best network possible.

Areas of evolution and transformation include:

- *5G Wireless* – Verizon has driven the conversion from 4G to 5G through a sequence of network changes involving the radio access network, the core network infrastructure and change to the devices connecting to the network.

Over the past several years, we have been leading the development of 5G wireless technology industry standards and the ecosystems for fixed and mobile 5G wireless services.

5G technology enables higher throughput and lower latency than 4G LTE technology and allows our networks to handle more traffic as the number of internet-connected devices and customer usage needs grow.

Our evolution to 5G with its new architecture allows us to simplify operations by eliminating legacy network elements.

- *Coverage and densification* – We continue to improve 5G wireless service coverage by leveraging our breadth of wireless spectrum, including millimeter wave and C-Band spectrum, which we are continuing to deploy across the continental U.S. We are densifying our networks by utilizing macro and small cell technology, in-building solutions and distributed antenna systems.

It also supports our growing FWA business and growing bandwidth needs for uses such as streaming and video content creation.

Our private cloud infrastructure allows us to use shared compute, storage and networking resources rather than building unique physical instances for our network infrastructure.