filings.toolsVerizon Communications 8-K 2026-01-20
Filed 2026-01-20. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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: January 20, 2026
(Date of earliest event reported)
VERIZON COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8606 | 23-2259884 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1095 Avenue of the Americas | ||||
| New York, New York | 10036 | |||
| (Address of principal executive offices) | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|---|
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|---|
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|---|
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock, par value $0.10 | VZ | New York Stock Exchange | ||
| Common Stock, par value $0.10 | VZ | 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 | ||
| 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 |
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. ☐
Item 8.01. Other Events.
On January 20, 2026, Verizon Communications Inc. (“Verizon”) completed the previously announced acquisition of Frontier Communications Parent, Inc. (“Frontier”) and related transactions pursuant to the Agreement and Plan of Merger, dated as of September 4, 2024 (the “Merger Agreement”), by and among Verizon, Frontier and France Merger Sub Inc., a subsidiary of Verizon (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Frontier, with Frontier surviving such merger as the surviving corporation and a wholly owned subsidiary of Verizon.
At the effective time of the merger (the “Effective Time”), each share of common stock, $0.01 par value per share, of Frontier issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to $38.50 per share, without interest (other than any shares that were owned by Verizon, Frontier or Merger Sub immediately prior to the Effective Time, which were cancelled for no consideration).
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.
| VERIZON COMMUNICATIONS INC. | ||||||
| Date: January 20, 2026 | By | /s/ William L. Horton, Jr. | ||||
| William L. Horton, Jr. | ||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary |