Verizon Communications Inc. (VZ) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

• Form 8-K dated July 24, 2026 (accession 0000732712-26-000040): Exhibit 99 furnishes Verizon's second-quarter 2026 earnings release, including condensed consolidated statements of income for the three and six months ended June 30, 2026, non-GAAP reconciliations, segment results and balance-sheet metrics (unsecured debt, net unsecured debt).
• Form 8-K dated April 27, 2026 (accession 0000732712-26-000019): Exhibit 99 furnishes the first-quarter 2026 earnings release, including condensed consolidated statements of income and financial/operating tables for the three months ended March 31, 2026.
• Form 8-K dated January 30, 2026 (accession 0000732712-26-000003): Exhibit 99 furnishes full-year and fourth-quarter 2025 results, including condensed consolidated statements of income and segment data for the twelve and three months ended December 31, 2025.
• Form 8-K dated March 13, 2026 (accession 0000732712-26-000010): Exhibit 99 furnishes recast historical financial and operating information reflecting a change in segment revenue disaggregation and operating-metric presentation adopted in Q1 2026 (useful for comparability, not a new reporting period).

Second-quarter 2026 results and guidance raise

On July 24, 2026, Verizon reported second-quarter 2026 results (Form 8-K, accession 0000732712-26-000040, Exhibit 99). Total operating revenue was $34.3 billion, down 0.7% year-over-year, as growth in mobility and broadband service revenue (up 2.8%) was offset by a nearly 20% decline in equipment revenue. Consolidated net income fell 22.9% to $3.9 billion, driven by $1.8 billion of pre-tax special items, including a $746 million loss on the classification of Verizon's international wireline connectivity and managed network services business as held for sale, $258 million of asset rationalization charges and $397 million of severance charges. Adjusted EBITDA rose 7.2% to a record $13.7 billion, and adjusted EPS rose 6.6% to $1.30. Verizon raised full-year guidance for the second consecutive quarter, now expecting adjusted EPS of $4.99 to $5.04, and increased its full-year share repurchase target from $3.0 billion to up to $4.5 billion (having already repurchased $3.5 billion of stock in the first half of 2026).

On January 30, 2026, Verizon reported full-year and fourth-quarter 2025 results (Form 8-K, accession 0000732712-26-000003, Exhibit 99). In a related Item 7.01 disclosure filed the same day (accession 0001193125-26-030578), the Board declared a quarterly dividend of $0.7075 per share (a 2.5% annualized increase) and authorized a new $25 billion share repurchase program, with a target of repurchasing at least $3 billion of stock in 2026 and a broader plan to return approximately $55 billion of value to shareholders through dividends and buybacks by the end of 2028.

Frontier Communications acquisition, completed

On January 20, 2026, Verizon completed its previously announced acquisition of Frontier Communications Parent, Inc. (Form 8-K, accession 0001193125-26-016059). Under the merger agreement dated September 4, 2024, Frontier shareholders received $38.50 per share in cash, and Frontier became a wholly owned subsidiary of Verizon. The deal has closed: Verizon has stated the aggregate cash consideration paid at closing was approximately $9.4 billion, net of cash acquired, and that it repaid approximately $12.4 billion of principal on debt assumed in the acquisition during the first half of 2026. Ongoing Frontier-related integration and severance charges have been recorded in subsequent quarters.

Joint venture with BT Group, signed, not yet closed

On June 28, 2026, Verizon entered into a transaction agreement with BT Group plc and Jasper NewCo Limited under which Verizon and BT will each hold a 50% equity interest in a new joint venture combining their international wireline connectivity and managed network services businesses (Form 8-K, accession 0001193125-26-286771). Verizon will contribute its international wireline connectivity and managed network services business plus a $625 million cash payment to the joint venture, which will pass the cash to BT; BT will contribute its corresponding business. In the second quarter of 2026, Verizon classified the net assets of its contributed business as held for sale and recorded the related $746 million pre-tax loss referenced above. As of Verizon's Form 10-Q for the quarter ended June 30, 2026, the transaction had not closed, closing remains subject to customary regulatory approvals and other closing conditions.

Debt liability management, exchange offers and consent solicitations completed

Verizon ran a multi-step exchange and consent solicitation program for 11 series of subsidiary-issued notes (Frontier, Alltel, and legacy Verizon operating-company debentures) alongside separate cash tender offers for 20 series of notes:

• May 11, 2026 (accession 0001193125-26-215839): Verizon commenced private exchange offers and consent solicitations to eliminate restrictive covenants in the old indentures, alongside separate cash tender offers.
• June 2, 2026 (accession 0001193125-26-252577): Verizon extended the early participation date to June 16, 2026 and announced early results.
• June 17, 2026 (accession 0001193125-26-273410): Verizon announced expiration and final results; the requisite consents were obtained to amend the indentures for six series of notes (Frontier Florida, Frontier North, Verizon Virginia, Verizon New England, Verizon Delaware and Alltel debt), with settlement occurring June 22, 2026.

Capital markets activity

• February 23, 2026 (accession 0001193125-26-064358): Verizon closed offerings of €2.25 billion of 4.2462% fixed-to-fixed rate junior subordinated notes due 2056 and £600 million of 5.7427% fixed-to-fixed rate junior subordinated notes due 2056.
• May 14, 2026 (accession 0001193125-26-224113): Verizon 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.

Governance and management

• May 21, 2026 (accession 0001193125-26-245230): At Verizon's 2026 Annual Meeting, shareholders elected all nine director nominees, approved advisory "say-on-pay," approved the 2026 Long-Term Incentive Plan, and ratified Ernst & Young LLP as auditor. Shareholder proposals on board oversight of climate-related issues and on an independent board chair were both defeated.
• February 4, 2026 (accession 0001193125-26-041947): Board member Clarence Otis, Jr. announced he will not stand for re-election at the 2026 annual meeting.
• February 4, 2026 (accession 0001193125-26-039415): Sowmyanarayan Sampath ceased to serve as Executive Vice President and Group CEO – Verizon Consumer, with an expected departure date of March 27, 2026.
• January 8, 2026 (accession 0001193125-26-010395) and July 23, 2026 (accession 0001193125-26-315236): Verizon amended CEO Daniel H. Schulman's employment terms on two occasions, first setting terms for a 2026 performance stock unit award, then in July extending the initial term of his employment agreement from December 31, 2027 to December 31, 2028 and setting 2028 compensation terms, including a long-term incentive award with a target value of at least $25 million.

Spectrum acquisitions and satellite joint venture

Per Verizon's Form 10-Q for the quarter ended June 30, 2026 (accession 0000732712-26-000046):

• On October 17, 2024, Verizon entered into a license purchase agreement to acquire select spectrum licenses of United States Cellular Corporation (now known as Array Digital Infrastructure, Inc.) and certain of its subsidiaries. On June 1, 2026, Verizon completed the acquisition of the spectrum licenses for total cash consideration of $1.0 billion.
• In June 2026, the FCC concluded Auction 113 for Advanced Wireless Services (AWS-3) licenses. Verizon was the winning bidder on 82 spectrum licenses valued at approximately $3.2 billion. In July 2026, Verizon made payments totaling approximately $3.1 billion in connection with these licenses; the timing of license issuance remains subject to FCC determination.
• On May 14, 2026, Verizon entered into an agreement in principle with AT&T Inc. and T-Mobile US, Inc. to form a new joint venture using satellite-based, direct-to-device technologies to address wireless coverage gaps. The joint venture remains subject to negotiating definitive agreements between the parties and satisfying customary closing conditions.

Segment revenue presentation change

On March 13, 2026 (accession 0000732712-26-000010), Verizon disclosed that, effective in the first quarter of 2026, it revised its revenue reporting for the Consumer and Business segments to disaggregate revenue into mobility and broadband service revenue, wireless equipment revenue, and other revenue, and moved to reporting operating metrics only on a consolidated basis. Recast historical financial and operating information reflecting these changes was furnished as Exhibit 99.