威瑞森通讯美股招股说明书(2025-03-24版)

Verizon Communications Inc. % Notes due 2035 $ We are offering $of our notes due 2035 (the “notes”) to the public pursuant to this prospectus supplement. Thenotes will bear interest at the rate of% per year. Interest on the notes is payable semiannually in arrears onandof each year, commencing,2025. The notes will mature on, 2035. We may redeem the notes, in whole or in part, at any time prior to maturity at theapplicable redemption price to be determined using the procedure described in this prospectus supplement under “Description ofthe Notes—Redemption.” The notes will be our senior unsecured obligations and will rank equally with all of our unsecured and unsubordinatedindebtedness. In addition to the $principal amount of the notes offered to the public, we will contribute $principalamount of the notes (representing not more than 25.0% of the total principal amount of notes to be issued in this offering) to theBell Atlantic Master Trust, a pension trust which funds the defined benefit pension plans maintained by us for employees andformer employees of Verizon and its affiliates (the “trust”). The notes contributed by us will have identical terms to and form asingle series with the notes offered to the public. The notes contributed to the trust will initially be delivered to the underwriters,for allocation to us, and redelivered by us to the trust under this prospectus supplement. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-1of this prospectussupplement and the risks discussed elsewhere in this prospectus supplement, the accompanyingprospectus and the documents and reports we file with the SEC that are incorporated by referencein this prospectus supplement and the accompanying prospectus. The underwriters are severally underwriting the notes being offered. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company (“DTC”) and its participants, including Euroclear BankSA/NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”), against payment inNew York, New York on or about, 2025. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementWhere You Can Find More InformationRisk FactorsUse of ProceedsDescription of the NotesCertain U.S. Federal Income Tax ConsiderationsUnderwritingLegal Matters PROSPECTUS About this ProspectusWhere You Can Find More InformationDisclosure Regarding Forward-Looking StatementsVerizon CommunicationsRisk FactorsUse of ProceedsDescription of Capital StockDescription of the Debt SecuritiesClearing and SettlementPlan of DistributionExpertsLegal Matters ABOUT THIS PROSPECTUS SUPPLEMENT You should read this prospectus supplement along with the accompanying prospectus and the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus carefully before you invest. These documents contain important information you shouldconsider when making your investment decision. This prospectus supplement contains information about the specific notes being offered, and theaccompanying prospectus contains information about our debt securities generally. This prospectus supplement may add, update or change informationin the accompanying prospectus. You should rely only on the information provided or incorporated by reference in this prospectus supplement, theaccompanying prospectus, any related free writing prospectus or any pricing supplement and the documents incorporated by reference herein andtherein, which are accurate as of their respective dates. You should not assume that the information contained or incorporated by reference in thisprospectus supplement, the accompanying prospectus, any related free writing prospectus or any pricing supplement is accurate as of any date other thantheir respective dates. Neither the delivery of this prospectus supplement or the accompanying prospectus, nor any sale made hereunder, shall under anycircumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement, or that the informationcontained or incorporated by reference into this prospectus supplement or the accompanying prospectus is correct as of any time subsequent to the dateof such information. You should not consider any information in this prospectus supplement, the accompanying prospectus or any of the documents incorporated byreference herein or therein to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax,business, financial and related advice regardi