AT&T (NYSE: T) COO gets 94,509 RSUs and benefit plan share shifts

Rhea-AI Filing Summary

AT&T Inc. Chief Operating Officer Jeffery S. McElfresh reported equity compensation and related share movements. On 01/29/2026, he acquired 94,509 restricted stock units (2026) at $0, each convertible into one share of common stock. One-third of these units vests and distributes on each of 02/15/2027, 02/15/2028, and 02/15/2029, with vesting accelerated upon retirement eligibility.

On the same date, a benefit plan associated with him received a distribution of 418,500 performance shares of common stock, with 164,839.7703 shares withheld for taxes at $25.13 and 167,416.2297 shares paid out in cash. A further 86,244 shares moved from indirect benefit plan ownership to direct ownership. After these changes, reported holdings included 699,273 common shares directly, 170,751.037 shares indirectly through a benefit plan, 8,851.2377 shares in a 401(k), and the 94,509 RSUs.

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^*

McElfresh Jeffery S.

(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)
	Chief Operating Officer

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

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

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		A(1)		418,500	A	(2)	589,251.037	I	By Benefit Plan
Common Stock	01/29/2026		F(3)		164,839.7703	D	$25.13	424,411.2667	I	By Benefit Plan
Common Stock	01/29/2026		D(4)		167,416.2297	D	$25.13	256,995.037	I	By Benefit Plan
Common Stock	01/29/2026		D(5)		86,244	D	(2)	170,751.037	I	By Benefit Plan
Common Stock								8,851.2377(6)	I	By 401(k)
Common Stock								699,273(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
Restricted Stock Units (2026)	(7)	01/29/2026		A		94,509		(7)	(7)	Common Stock	94,509	$0(7)	94,509	D

Explanation of Responses:

1. Total performance shares distributed.

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

3. Mandatory tax withholding on distribution of performance shares.

4. Represents portion of the performance shares distributed in cash, after taxes.

5. Reflects transfer of 86,244 shares owned indirectly by benefit plan to direct ownership due to distribution of performance shares.

6. Based on a 401(k) plan statement dated 11/30/2025.

7. Restricted stock units acquired pursuant to the 2018 Incentive Plan. Each unit will convert into one share of issuer's common stock. One-third of the units vests and distributes on each of 2/15/2027, 2/15/2028, and 2/15/2029. Vesting (but not distribution) is accelerated on retirement eligibility.

	/s/ Johnell C. Holland, Attorney-in-fact	02/02/2026
	** 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 transactions did AT&T (T) COO Jeffery S. McElfresh report on 01/29/2026?

Jeffery S. McElfresh reported equity awards and related share movements on 01/29/2026. He received 94,509 restricted stock units, a 418,500-share performance distribution to a benefit plan, tax-withholding share disposals, cash-settled shares, and a transfer of 86,244 shares from indirect to direct ownership.

How many AT&T (T) restricted stock units did the COO receive and how do they vest?

The COO received 94,509 restricted stock units tied to AT&T common stock. Each unit converts into one share. One-third vests and distributes on 02/15/2027, 02/15/2028, and 02/15/2029, and vesting (but not distribution) accelerates when he reaches retirement eligibility.

What performance share distribution did the AT&T (T) COO report from the benefit plan?

A benefit plan associated with the COO received 418,500 performance shares of AT&T common stock. Footnotes state these are performance shares where each is equivalent in value to one common share, representing total performance shares distributed under the applicable incentive arrangement.

How were taxes handled on the AT&T (T) COO’s performance share distribution?

Mandatory tax withholding was satisfied using part of the performance share distribution. The filing reports 164,839.7703 AT&T common shares disposed of at $25.13 per share to cover taxes related to the distribution of performance shares from the benefit plan.

Did the AT&T (T) COO receive any cash from the performance share distribution?

Yes, a portion of the performance shares was distributed in cash after taxes. The filing notes that 167,416.2297 shares represent the portion of performance shares settled in cash rather than retained as common stock, following mandatory tax withholding.

What are the AT&T (T) COO’s reported share holdings after these transactions?

After the transactions, the COO reported multiple forms of AT&T equity. He held 699,273 common shares directly, 170,751.037 shares indirectly via a benefit plan, 8,851.2377 shares through a 401(k), plus 94,509 restricted stock units that will convert into common shares upon vesting.

What change occurred between the AT&T (T) COO’s indirect and direct ownership on 01/29/2026?

86,244 AT&T common shares shifted from indirect to direct ownership. Footnotes explain this reflects a transfer of shares previously owned indirectly by a benefit plan into the COO’s direct ownership as part of the performance share distribution process.