威瑞森通讯美股招股说明书(2025-11-12版)

Verizon Communications Inc. $2,000,000,000 4.750% Notes due 2033$2,250,000,000 5.000% Notes due 2036$1,500,000,000 5.750% Notes due 2045$3,250,000,000 5.875% Notes due 2055$2,000,000,000 6.000% Notes due 2065 We are offering $2,000,000,000 of our notes due 2033(the “notes due 2033”), $2,250,000,000 of our notes due 2036(the “notes due 2036”), $1,500,000,000 of our notes due2045(the “notes due 2045”), $3,250,000,000 of our notes due 2055(the “notes due 2055”) and $2,000,000,000 of our notes due 2065(the “notes due 2065” and, together with the notes due2033, the notes due 2036, the notes due 2045and the notes due 2055, the “notes”) to the public pursuant to this prospectus supplement. The notes due 2033will bear interest at the rate of4.750% per year, the notes due 2036will bear interest at the rate of 5.000% per year, the notes due 2045will bear interest at the rate of 5.750% per year, the notes due 2055will bear interestat the rate of 5.875% per year and the notes due 2065will bear interest at the rate of 6.000% per year. Interest on the notes due 2033 is payable semiannually in arrears on January 15 and July 15 of each year, commencing July 15, 2026. Interest on the notes due 2036 is payablesemiannually in arrears on January 15 and July 15 of each year, commencing July 15, 2026. Interest on the notes due 2045 is payable semiannually in arrears on May 30 and November 30 ofeach year, commencing May 30, 2026. Interest on the notes due 2055 is payable semiannually in arrears on May 30 and November 30 of each year, commencing May 30, 2026. Interest on thenotes due 2065 is payable semiannually in arrears on May 30 and November 30 of each year, commencing May 30, 2026. The notes due 2033 will mature on January 15, 2033, the notes due 2036 will mature on January 15, 2036, the notes due 2045 will mature on November 30, 2045, the notes due 2055will mature on November 30, 2055and the notes due 2065will mature on November 30, 2065. We may redeem each of the notes due 2033, the notes due 2036, the notes due 2045, the notesdue 2055and the notes due 2065, in whole or in part, at any time prior to maturity at the applicable redemption price to be determined using the procedure described in this prospectussupplement under “Description of the Notes—Redemption.” The notes will be our senior unsecured obligations and will rank equally with all of our unsecured and unsubordinated indebtedness. In addition to the $2,850,000,000 principal amount of the notes due 2055and the $1,700,000,000 principal amount of the notes due 2065offered to the public, we will contribute$400,000,000 principal amount of the notes due 2055(representing not more than 25.0% of the total principal amount of the 2055notes to be issued in this offering) and $300,000,000principal amount of the notes due 2065(representing not more than 25.0% of the total principal amount of the 2065notes to be issued in this offering) to the Bell Atlantic Master Trust, apension trust which funds the defined benefit pension plans maintained by us for employees and former employees of Verizon and its affiliates (the “trust”). The notes due 2055and the notesdue 2065contributed by us will have identical terms to and form a single series with the notes due 2055and the notes due 2065offered to the public, as applicable. The notes due 2055andthe notes due 2065contributed 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 or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-1of this prospectus supplement and the risks discussedelsewhere in this prospectus supplement, the accompanying prospectus and the documents and reports we file with the SEC that areincorporated by reference in this prospectus supplement and the accompanying prospectus. WellsFargoSecuritiesRBCCapitalMarketsPNCCapitalMarketsLLCScotiabank MorganStanleyCitigroupMizuhoTDSecurities Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENTAbout This Prospectus SupplementWhere You Can Find More InformationRisk FactorsUse of ProceedsDescription of the NotesCertain U.S. Federal Income Tax ConsiderationsUnderwritingLegal Matters PROSPECTUSAbout this ProspectusWhere You Can Find More InformationDisclosure Regarding Forward-Looking StatementsVerizon CommunicationsRisk FactorsUse of ProceedsDescription of Capital StockDescription of the Debt SecuritiesClearing and Settlement Plan of Distribution Experts Legal Matters ABOUT THIS PROSPECTUS SUPPLEMENT You should read this prospectus supplement along with the accompanying prospectus and the documents incorporated by reference into thisprospe