威瑞森通讯美股招股说明书(2025-11-03版)

Verizon Communications Inc. %Fixed-to-FixedRate Junior Subordinated Notes due 2056 We are offering £of ourfixed-to-fixedrate junior subordinated notes due 2056 (the “junior subordinated notes”) to the public pursuant to thisprospectus supplement. The junior subordinated notes will bear interest (i)from, and including, the original issuance date to, but excluding,,20(the “First Reset Date”) at a rate of% per year; (ii)from, and including, the First Reset Date to, but excluding,,20(the “FirstStep-UpDate”) at a rate per year equal to the Benchmark Gilt Rate (as defined herein) plus a spread of% (the “Initial Margin”); (iii) duringeach Reset Period (as defined herein) from, and including, the FirstStep-UpDate to, but excluding,, 20(the “SecondStep-UpDate”), at arate per year equal to the applicable Benchmark Gilt Rate plus the Initial Margin plus%; and (iv)during each Reset Period from, and including, the SecondStep-UpDate, at a rate per year equal to the applicable Benchmark Gilt Rate plus the Initial Margin plus%. The interest rate on the junior subordinated noteswill reset on the First Reset Date and on each fifth anniversary thereof (each, a “Reset Date”). The period from, and including, a Reset Date to, but excluding,the next Reset Date is referred to herein as a “Reset Period.” Subject to our right to defer interest payments as described below, interest on the juniorsubordinated notes is payable annually in arrears onof each year, beginning on, 2026. The junior subordinated notes will matureon, 2056. So long as no event of default (as defined herein) has occurred and is continuing, we may defer interest payments on the junior subordinated notes on oneor more occasions for up to 10 consecutive years per occasion, as described in this prospectus supplement. Deferred interest payments will accumulate additionalinterest at a rate equal to the interest rate then applicable to the junior subordinated notes, to the extent permitted by law. We may redeem the junior subordinated notes at our option at the times and at the redemption prices described in this prospectus supplement under“Description of the Junior Subordinated Notes—Redemption.” The junior subordinated notes will be our general unsecured subordinated obligations and will rank junior in right of payment to all of VerizonCommunications Inc.’s existing and future senior indebtedness (as defined herein). The junior subordinated notes will rankpari passuto any future unsecuredsubordinated indebtedness that we may incur from time to time if the terms of such indebtedness provide that it ranks equally with the junior subordinated notesin right of payment. The junior subordinated notes will be issued in fully registered form and will be offered and sold in minimum denominations of £100,000and integral multiples of £1,000 in excess of £100,000. In addition to the junior subordinated notes being offered hereby, we are offering to the public pursuant to a separate prospectus supplement €ofourfixed-to-fixedrate junior subordinated notes due 2056 (the “euro junior subordinated notes”). Neither of these offers is conditional on the other. If and whenissued, the euro junior subordinated notes will rankpari passuto the junior subordinated notes being offered pursuant to this prospectus supplement. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. Investing in the junior subordinated notes involves risks. See “Risk Factors” beginning on pageS-7of thisprospectus supplement and the risks discussed elsewhere in this prospectus supplement, the accompanying prospectusand the documents and reports we file with the SEC that are incorporated by reference in this prospectus supplementand the accompanying prospectus. The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating tothese securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement andthe attached prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdictionwhere an offer or sale is prohibited.We intend to apply to list the junior subordinated notes on the New York Stock Exchange (“NYSE”). We expect trading in the junior subordinated noteson the NYSE to begin within 30 days after the original issue, but the listing application is subject to review by the NYSE. Currently there is no public market forthe junior subordinated notes. If such listing is obtained, we have no obligation to maintain such listing, and we may delist the junior subordinated notes at anytime. The underwriters are severally underwriting the junior subordinated notes being offered. The underwriters ex