Desroches Pascal 4

4 · AT&T INC. · Filed Feb 2, 2026

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Updated Feb 2, 2026

AT&T CFO Pascal Desroches Receives Award; Shares Withheld for Taxes

What Happened

Pascal Desroches, Senior EVP and CFO of AT&T (T), received a distribution of 348,750 performance shares and was also granted 84,560 restricted stock units (RSUs) on January 29, 2026. As part of the transaction, 137,377.071 shares were surrendered/withheld to cover taxes (priced at $25.13, generating $3,452,286), and 139,506.93 shares were surrendered to the issuer at $25.13 for $3,505,809. Additionally, 71,866 shares held indirectly in a benefit plan were transferred to direct ownership as part of the distribution. The RSUs are derivative awards that will convert into common shares (1:1).

Key Details

Transaction date: 2026-01-29; Form 4 filed 2026-02-02 (timely filing).
Awards/distributions: 348,750 performance shares distributed (F1); 84,560 RSUs granted at $0 (derivative).
Share disposals for tax/consideration: 137,377.071 shares (tax withholding) at $25.13 = $3,452,286; 139,506.93 shares (surrendered to issuer) at $25.13 = $3,505,809.
Transfer: 71,866 shares moved from indirect to direct ownership due to the distribution (F5).
Shares owned after the transactions: not specified in the provided data.
Footnotes: F3 indicates mandatory tax withholding; F4 notes portion distributed in cash after taxes; F7 describes RSU vesting schedule (one-third vests/distributes on 2/15/2027, 2/15/2028, 2/15/2029; vesting accelerates on retirement eligibility).

Context

These actions are award-related and routine: performance shares and RSUs were distributed and customary share withholding/surrenders were used to satisfy tax obligations and cash distribution mechanics. This is not an open-market purchase or discretionary sale by the insider, so it should be interpreted as compensation-related rather than a direct buy/sell signal.

Form 4

Period: 2026-01-29

Sr. Exec VP and CFO

Transactions

Award
Common Stock
[F1][F2]
2026-01-29+348,750→ 488,490.958 total(indirect: By Benefit Plan)
Tax Payment
Common Stock
[F3]
2026-01-29$25.13/sh−137,377.071$3,452,286→ 351,113.887 total(indirect: By Benefit Plan)
Disposition to Issuer
Common Stock
[F4]
2026-01-29$25.13/sh−139,506.93$3,505,809→ 211,606.958 total(indirect: By Benefit Plan)
Disposition to Issuer
Common Stock
[F5][F2]
2026-01-29−71,866→ 139,740.958 total(indirect: By Benefit Plan)
Award
Restricted Stock Units (2026)
[F7]
2026-01-29+84,560→ 84,560 total
→ Common Stock (84,560 underlying)

Holdings

Footnotes (7)

[F1]Total performance shares distributed.
[F2]Each performance share is equivalent in value to a share of common stock.
[F3]Mandatory tax withholding on distribution of performance shares.
[F4]Represents portion of the performance shares distributed in cash, after taxes.
[F5]Reflects transfer of 71,866 shares owned indirectly by benefit plan to direct ownership due to distribution of performance shares.
[F6]Based on a 401(k) plan statement dated 11/30/2025.
[F7]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.

Signature

/s/ Johnell C. Holland, Attorney-in-fact|2026-02-02

1 file