AT&T (T) top lawyer updates performance share and tax dispositions

Rhea-AI Filing Summary

AT&T Inc. senior executive David R. McAtee II filed an amended Form 4 to update dispositions of AT&T common stock related to performance share distributions and tax withholding on January 29, 2026. The filing shows indirect transactions through a benefit plan at prices around $25.13 per share, including tax-withholding dispositions and issuer-related dispositions. It also reflects a revised transfer of 67,121 performance-share-related shares from indirect benefit plan ownership into direct ownership, bringing his directly held AT&T common stock to 351,608 shares after these adjustments.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McAtee David R II

(Last) (First) (Middle)

208 S. AKARD ST.

(Street)

DALLAS TX 75202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AT&T INC. [ T ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Exec. VP and Gen. Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		F(1)		128,084.6053	D	$25.13	197,415.3948	I	By Benefit Plan
Common Stock	01/29/2026		D(2)		130,294.3948	D	$25.13	67,121	I	By Benefit Plan
Common Stock	01/29/2026		D(3)		67,121	D	(4)	0	I	By Benefit Plan
Common Stock								351,608(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Revised to reflect shares withheld as a result of re-calculation of shares needed to satisfy federal taxes on distribution of performance shares.

2. Revised to reflect shares distributed as a result of re-calculation of taxes. Represents performance shares distributed in cash, after taxes.

3. Revised to reflect shares distributed as a result of re-calculation of taxes. Represents performance shares distributed in issuer's shares, after taxes.

4. Each performance share is equivalent in value to a share of common stock.

5. Revised to reflect transfer of 67,121 shares owned indirectly by benefit plan to direct ownership due to distribution of performance shares.

	/s/ Johnell C. Holland, Attorney-in-fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did AT&T (T) report for David R. McAtee II?

AT&T reported that David R. McAtee II amended a prior Form 4 to update performance-share-related dispositions and tax-withholding transactions in AT&T common stock on January 29, 2026, largely involving shares held indirectly through a benefit plan and later reflected as directly owned.

How many AT&T (T) shares were used for tax withholding in this Form 4/A?

The amended Form 4 shows a tax-withholding disposition of 128,084.6053 AT&T common shares at $25.13 per share. This reflects shares withheld to satisfy federal taxes tied to a distribution of performance shares, as described in the accompanying footnote explanation.

What issuer-related dispositions are disclosed for AT&T (T) in this filing?

The filing discloses issuer dispositions of 130,294.3948 AT&T common shares at $25.13 and 67,121 shares at $0.00, both reported as indirect holdings through a benefit plan. Footnotes explain these entries were revised following a re-calculation of taxes on performance share distributions.

How did David R. McAtee II’s indirect AT&T (T) holdings change?

Indirect holdings through a benefit plan declined to zero following the reported dispositions totaling 67,121 shares to a balance of 0.0000 shares. Footnotes clarify these revisions relate to performance share distributions and a transfer of 67,121 shares from indirect benefit plan ownership to direct ownership.

What are David R. McAtee II’s direct AT&T (T) holdings after these revisions?

After the revised transactions, the Form 4/A shows David R. McAtee II holding 351,608 AT&T common shares directly. This reflects performance shares distributed in issuer shares, after taxes, and includes the transfer of 67,121 shares from indirect benefit plan ownership into direct ownership.

What is the role of performance shares in this AT&T (T) Form 4/A?

Performance shares are central to these entries; each performance share equals one AT&T common share. The amendment explains federal tax-related share withholding, cash and share distributions of performance awards, and a transfer of 67,121 performance-share-related shares from indirect benefit plan ownership to direct ownership.