Verizon Communications Inc.
11/12/2025 | Press release | Distributed by Public on 11/12/2025 05:04
Free Writing Prospectus (Form FWP)
Filed Pursuant to Rule 433
Registration No. 333-289928
Final Term Sheet
November 10, 2025
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
| Issuer: | Verizon Communications Inc. ("Verizon") | |
| Title of Securities: | 4.750% Notes due 2033 (the "Notes due 2033") | |
| 5.000% Notes due 2036 (the "Notes due 2036") | ||
| 5.750% Notes due 2045 (the "Notes due 2045") | ||
| 5.875% Notes due 2055 (the "Notes due 2055") | ||
| 6.000% Notes due 2065 (the "Notes due 2065" and, together with the Notes due 2033, the Notes due 2036, the Notes due 2045 and the Notes due 2055, the "Notes") | ||
| Trade Date: | November 10, 2025 | |
| Settlement Date (T+9): | November 24, 2025 | |
| Maturity Date: | Notes due 2033: January 15, 2033 | |
| Notes due 2036: January 15, 2036 | ||
| Notes due 2045: November 30, 2045 | ||
| Notes due 2055: November 30, 2055 | ||
| Notes due 2065: November 30, 2065 | ||
| Aggregate Principal Amount Offered: | Notes due 2033: $2,000,000,000 (to the public) | |
| Notes due 2036: $2,250,000,000 (to the public) | ||
| Notes due 2045: $1,500,000,000 (to the public) | ||
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Notes due 2055: $2,850,000,000 (to the public) Notes due 2055: $400,000,000 (to Verizon for redelivery to the Bell Atlantic Master Trust (the "trust")) |
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Notes due 2065: $1,700,000,000 (to the public) Notes due 2065: $300,000,000 (to Verizon for redelivery to the trust) |
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| Public Offering Price: | Notes due 2033: 99.709% plus accrued interest, if any, from November 24, 2025 | |
| Notes due 2036: 99.142% plus accrued interest, if any, from November 24, 2025 | ||
| Notes due 2045: 99.587% plus accrued interest, if any, from November 24, 2025 | ||
| Notes due 2055: 99.607% plus accrued interest, if any, from November 24, 2025 | ||
| Notes due 2065: 99.953% plus accrued interest, if any, from November 24, 2025 | ||
| Underwriting Discount: | Notes due 2033: 0.350% | |
| Notes due 2036: 0.400% | ||
| Notes due 2045: 0.600% | ||
| Notes due 2055: 0.750% | ||
| Notes due 2065: 0.750% | ||
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Proceeds to Verizon (before expenses): |
except that no underwriting discount will be paid in respect of notes allocated to Verizon and redelivered to the trust Notes due 2033: $1,987,180,000 |
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| Notes due 2036: $2,221,695,000 | ||
| Notes due 2045: $1,484,805,000 | ||
| Notes due 2055: $2,817,424,500 | ||
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Notes due 2065: $1,686,451,000 Verizon will not receive proceeds in respect of notes allocated to it and redelivered to the trust |
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| Interest Rate: | Notes due 2033: 4.750% per annum | |
| Notes due 2036: 5.000% per annum | ||
| Notes due 2045: 5.750% per annum | ||
| Notes due 2055: 5.875% per annum | ||
| Notes due 2065: 6.000% per annum | ||
| Interest Payment Dates: | Notes due 2033: Semiannually on each January 15 and July 15, commencing July 15, 2026 | |
| Notes due 2036: Semiannually on each January 15 and July 15, commencing July 15, 2026 | ||
| Notes due 2045: Semiannually on each May 30 and November 30, commencing May 30, 2026 | ||
| Notes due 2055: Semiannually on each May 30 and November 30, commencing May 30, 2026 | ||
| Notes due 2065: Semiannually on each May 30 and November 30, commencing May 30, 2026 | ||
| Denomination: | Minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 | |
| Optional Redemption: | Notes due 2033: (i) Make-whole call at any time prior to November 15, 2032 (two months prior to maturity), at the Treasury Rate plus 15 basis points; and (ii) par call at any time on or after November 15, 2032 (two months prior to maturity), at 100% of the principal amount of the Notes due 2033 being redeemed | |
| Notes due 2036: (i) Make-whole call at any time prior to October 15, 2035 (three months prior to maturity), at the Treasury Rate plus 15 basis points; and (ii) par call at any time on or after October 15, 2035 (three months prior to maturity), at 100% of the principal amount of the Notes due 2036 being redeemed | ||
| Notes due 2045: (i) Make-whole call at any time prior to May 30, 2045 (six months prior to maturity), at the Treasury Rate plus 20 basis points; and (ii) par call at any time on or after May 30, 2045 (six months prior to maturity), at 100% of the principal amount of the Notes due 2045 being redeemed | ||
| Notes due 2055: (i) Make-whole call at any time prior to May 30, 2055 (six months prior to maturity), at the Treasury Rate plus 20 basis points; and (ii) par call at any time on or after May 30, 2055 (six months prior to maturity), at 100% of the principal amount of the Notes due 2055 being redeemed | ||
| Notes due 2065: (i) Make-whole call at any time prior to May 30, 2065 (six months prior to maturity), at the Treasury Rate plus 20 basis points; and (ii) par call at any time on or after May 30, 2065 (six months prior to maturity), at 100% of the principal amount of the Notes due 2065 being redeemed | ||
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| CUSIP: | Notes due 2033: 92343V HF4 | |
| Notes due 2036: 92343V HG2 | ||
| Notes due 2045: 92343V HH0 | ||
| Notes due 2055: 92343V HJ6 | ||
| Notes due 2065: 92343V HK3 | ||
| ISIN: | Notes due 2033: US92343VHF40 | |
| Notes due 2036: US92343VHG23 | ||
| Notes due 2045: US92343VHH06 | ||
| Notes due 2055: US92343VHJ61 | ||
| Notes due 2065: US92343VHK35 | ||
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Allocation:
|
Principal Amount of Notes due 2033 |
Principal Amount of Notes due 2036 |
Principal Amount of Notes due 2045 |
Principal Amount of Notes due 2055 |
Principal Amount of Notes due 2065 |
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Morgan Stanley & Co. LLC |
$ | 523,144,000 | $ | 588,537,000 | $ | 392,358,000 | $ | 850,109,000 | $ | 523,144,000 | ||||||||||
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BofA Securities, Inc. |
123,134,000 | 138,526,000 | 92,351,000 | 200,093,000 | 123,134,000 | |||||||||||||||
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Goldman Sachs & Co. LLC |
123,134,000 | 138,526,000 | 92,351,000 | 200,093,000 | 123,134,000 | |||||||||||||||
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J.P. Morgan Securities LLC |
123,134,000 | 138,526,000 | 92,351,000 | 200,093,000 | 123,134,000 | |||||||||||||||
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Wells Fargo Securities, LLC |
123,134,000 | 138,526,000 | 92,351,000 | 200,093,000 | 123,134,000 | |||||||||||||||
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Citigroup Global Markets Inc. |
100,000,000 | 112,500,000 | 75,000,000 | 162,500,000 | 100,000,000 | |||||||||||||||
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BNP Paribas Securities Corp. |
100,000,000 | 112,500,000 | 75,000,000 | 162,500,000 | 100,000,000 | |||||||||||||||
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Deutsche Bank Securities Inc. |
100,000,000 | 112,500,000 | 75,000,000 | 162,500,000 | 100,000,000 | |||||||||||||||
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RBC Capital Markets, LLC |
100,000,000 | 112,500,000 | 75,000,000 | 162,500,000 | 100,000,000 | |||||||||||||||
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Mizuho Securities USA LLC |
100,000,000 | 112,500,000 | 75,000,000 | 162,500,000 | 100,000,000 | |||||||||||||||
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U.S. Bancorp Investments, Inc. |
60,000,000 | 67,500,000 | 45,000,000 | 97,500,000 | 60,000,000 | |||||||||||||||
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SMBC Nikko Securities America, Inc. |
60,000,000 | 67,500,000 | 45,000,000 | 97,500,000 | 60,000,000 | |||||||||||||||
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PNC Capital Markets LLC |
60,000,000 | 67,500,000 | 45,000,000 | 97,500,000 | 60,000,000 | |||||||||||||||
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TD Securities (USA) LLC |
60,000,000 | 67,500,000 | 45,000,000 | 97,500,000 | 60,000,000 | |||||||||||||||
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Truist Securities, Inc. |
60,000,000 | 67,500,000 | 45,000,000 | 97,500,000 | 60,000,000 | |||||||||||||||
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Santander US Capital Markets LLC |
60,000,000 | 67,500,000 | 45,000,000 | 97,500,000 | 60,000,000 | |||||||||||||||
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Scotia Capital (USA) Inc. |
60,000,000 | 67,500,000 | 45,000,000 | 97,500,000 | 60,000,000 | |||||||||||||||
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CIBC World Markets Corp. |
11,000,000 | 12,375,000 | 8,250,000 | 17,875,000 | 11,000,000 | |||||||||||||||
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HSBC Securities (USA) Inc. |
11,000,000 | 12,375,000 | 8,250,000 | 17,875,000 | 11,000,000 | |||||||||||||||
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Intesa Sanpaolo IMI Securities Corp. |
11,000,000 | 12,375,000 | 8,250,000 | 17,875,000 | 11,000,000 | |||||||||||||||
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NatWest Markets Securities Inc. |
11,000,000 | 12,375,000 | 8,250,000 | 17,875,000 | 11,000,000 | |||||||||||||||
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BNY Mellon Capital Markets, LLC |
11,000,000 | 12,375,000 | 8,250,000 | 17,875,000 | 11,000,000 | |||||||||||||||
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BBVA Securities Inc. |
4,660,000 | 5,242,000 | 3,494,000 | 7,572,000 | 4,660,000 | |||||||||||||||
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M&T Securities, Inc. |
4,660,000 | 5,242,000 | 3,494,000 | 7,572,000 | 4,660,000 | |||||||||||||||
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Total |
$ | 2,000,000,000 | $ | 2,250,000,000 | $ | 1,500,000,000 | $ | 3,250,000,000 | $ | 2,000,000,000 | ||||||||||
| Joint Book-Running Managers: | Morgan Stanley & Co. LLC | |
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BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Wells Fargo Securities, LLC Citigroup Global Markets Inc. BNP Paribas Securities Corp. Deutsche Bank Securities Inc. RBC Capital Markets, LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. SMBC Nikko Securities America, Inc. |
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PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. Santander US Capital Markets LLC Scotia Capital (USA) Inc. |
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| Co-Managers: |
CIBC World Markets Corp. HSBC Securities (USA) Inc. Intesa Sanpaolo IMI Securities Corp. NatWest Markets Securities Inc. BNY Mellon Capital Markets, LLC |
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BBVA Securities Inc. M&T Securities, Inc. |
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| Reference Document: | Preliminary Prospectus Supplement, subject to completion, dated November 10, 2025; Prospectus dated August 29, 2025 | |
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the "SEC") for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Morgan Stanley & Co. LLC toll free at 1-866-718-1649, BofA Securities, Inc. toll free at 1-800-294-1322, Goldman Sachs & Co. LLC toll free at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533, or Wells Fargo Securities, LLC toll free at 1-800-645-3751, or contacting the issuer at:
Investor Relations
Verizon Communications Inc.
One Verizon Way
Basking Ridge, New Jersey 07920
Telephone: 1-212-395-1525
Internet Site: www.verizon.com/about/investors
The information contained on or accessible through Verizon's corporate website or any other website that it may maintain is not incorporated by reference herein.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the business day before the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+9, to specify alternative settlement arrangements to prevent a failed settlement.
No key information document ("KID") required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the European Economic Area ("EEA") has been prepared as the Notes will not be made available to any retail investor in the EEA.
No KID required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom ("UK") by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA") (the "UK PRIIPs Regulation") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared as the Notes will not be made available to any retail investor in the UK.
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Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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Verizon Communications Inc. published this content on November 12, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 12, 2025 at 11:05 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]