VERIZON COMMUNICATIONS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Verizon Communications Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

**Notice of Annual Meeting

of Shareholders

How to vote

Shareholders as of the close of business on March 24, 2025, the record date, may vote at the meeting.

If you are a registered shareholder or Verizon savings plan participant, you may vote online atwww.envisionreports.com/vz, by telephone or by mailing a proxy card. If you hold your shares through a bank, broker or other institution, you will receive a voting instruction form that explains the various ways you can vote. We encourage you to vote your shares as soon as possible.

April 7, 2025

By Order of the Board of Directors,

William L. Horton, Jr.

Senior Vice President, Deputy General Counsel and Corporate Secretary

New York, New York 10036

Important Notice Regarding Availability of Proxy Materials for Verizon’s Shareholder Meeting to be Held on May 22, 2025

The 2025 Proxy Statement and 2024 Annual Report on Form 10-K are available atwww.edocumentview.com/vz.

We are making the proxy materials first available on or about April 7, 2025.

Date and time Thursday, May 22, 2025 10:00 AM, Eastern Daylight Time

Online virtual meeting site meetnow.global/VZ2025 Information on how to access the meeting, vote and ask questions at the meeting, can be found beginning on page 69 of the proxy statement. You will not be able to attend the meeting at a physical location.

Items of business • Elect the 10 Directors identified in the accompanying proxy statement • Approve, on an advisory basis, Verizon’s executive compensation • Ratify the appointment of the independent registered public accounting firm • Act on the shareholder proposals described in the proxy statement that are properly presented at the meeting • Consider any other business that is properly brought before the meeting

To our shareholders:

A message from Hans Vestberg, Chairman and CEO, and Daniel Schulman, Independent Lead Director

To Our Fellow Shareholders:

Verizon has delivered strong customer growth and profitability based on the bold actions we took to expand and reinforce our industry leadership. Thank you for taking the time to read through our Proxy and to vote on this year’s shareholder proposals ahead of our 2025 Annual Shareholders Meeting. We are proud to serve our shareholders and value your participation.

We view 2024 as a pivotal part of our growth story—a year where we realized positive results from the investments and actions we took to create an even stronger Verizon. For example, we more than doubled wireless postpaid phone net additions year-over-year, and in the fourth quarter, we added nearly 1 million postpaid mobile and broadband subscribers, our best quarterly result in more than a decade. We introduced customer-first offerings like myHome, Verizon Access and Verizon Business Complete and refreshed our brand to give customers more choices and flexibility and advance the momentum in the business.

Our network, product portfolio and brand are resonating with our customers and driving growth as we continue to power and empower how our people live, work and play. Given the financial strength of our business, we increased our dividend for the 18th consecutive year while investing in our business and paying down debt.

We have also built a more efficient and focused organization. With the execution of the Voluntary Separation Program, we ended the year with fewer than 100 thousand employees, down over 5 thousand from a year ago. This gives us more flexibility to execute our strategy and deliver on our capital allocation priorities. We have deployed C-Band spectrum to nearly 70 percent of our planned sites, and expect to be within 80 to 90 percent by the end of 2025. Where we have C-Band spectrum deployed, we see higher customer satisfaction and lower churn. Along with the ongoing deployment of 5G Ultra Wideband, we made bold moves like expanding our broadband footprint with the pending acquisition of Frontier, creating new satellite partnerships, spectrum purchases and our towers transaction.

We enter 2025 with clear priorities and momentum across our businesses. We are focused on providing exceptional customer experiences, operational excellence, financial discipline all while adhering to our capital allocation model. We have a great leadership team in place, which has executed our strategy well and continues to innovate for all our stakeholders.

We appreciate your trust and are committed to working for our collective long-term success.

Sincerely,