威瑞森通讯美股招股说明书(2026-02-18版)

Verizon Communications Inc. % Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 of our fixed-to-fixed rate junior subordinated notes due 2056 (the “junior subordinated notes”) to the public pursuant to this prospectus supplement. The junior subordinated notes will bear interest (i)from, and including, the original issuance date to, but excluding,, 20(the “FirstReset Date”) at a rate equal to% per year; (ii)from, and including, the First Reset Date to, but excluding,, 20(the “FirstStep-Up Date”) at a rate per year equal to the Five-Year Swap Rate (as defined herein) plus a spread of% (the “Initial Margin”); (iii) duringeach Reset Period (as defined herein) from, and including, the First Step-Up Date to, but excluding,, 20(the “Second Step-UpDate”), at a rate per year equal to the applicable Five-Year Swap Rate plus the Initial Margin plus%; and (iv)during each Reset Period from,and including, the Second Step-Up Date, at a rate per year equal to the applicable Five-Year Swap Rate plus the Initial Margin plus%;provided that, the interest rate during any Reset Period will not reset below zero. The interest rate on the junior subordinated notes will reset on theFirst Reset Date and on each fifth anniversary thereof (each, a “Reset Date”). The period from, and including, a Reset Date to, but excluding, the nextReset 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. , 2056. So long as no event of default (as defined herein) has occurred and is continuing, we may defer interest payments on the junior subordinatednotes on one or more occasions for up to 10 consecutive years per occasion, as described in this prospectus supplement. Deferred interest paymentswill accumulate additional interest 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 supplementunder “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 alloutstanding junior subordinated notes of Verizon Communications Inc. and to any future unsecured subordinated indebtedness that VerizonCommunications Inc. may incur from time to time if the terms of such indebtedness provide that it ranks equally with the junior subordinated notes inright of payment. The junior subordinated notes will be issued in fully registered form and will be offered and sold in minimum denominations of€100,000 and 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£of our fixed-to-fixed rate junior subordinated notes due 2056 (the “sterling junior subordinated notes”). Neither of these offers is conditionalon the other. If and when issued, the sterling junior subordinated notes will rank pari passu to the junior subordinated notes being offered pursuant tothis prospectus supplement. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Investing in the junior subordinated notes involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement andthe risks discussed elsewhere in this prospectus supplement, the accompanying prospectus and the documents and reports we file with theSEC that are incorporated by reference in this prospectus supplement and the accompanying prospectus. We intend to apply to list the junior subordinated notes on the New York Stock Exchange (“NYSE”). We expect trading in the juniorsubordinated notes on the NYSE to begin within 30 days after the original issue, but the listing application is subject to review by the NYSE. Currentlythere is no public market for the junior subordinated notes. If such listing is obtained, we have no obligation to maintain such listing, and we may delistthe junior subordinated notes at any time. The underwriters are severally underwriting the junior subordinated notes being offered. The underwriters expect to deliver the juniorsubordinated notes in book-entry form only through the facilities of Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank SA/NV, as operatorof the Euroclear System (“Euroclear” and, together with Clearstream, the “clearing systems”) against pa