McAtee David R II 4

What Happened

• David R. McAtee II, Senior Executive Vice President and General Counsel of AT&T, received a distribution of 325,500 performance shares on 2026-01-29. To satisfy tax withholding and related obligations, about 258,432 of those shares were withheld/surrendered (128,240.603 shares withheld at $25.13 for $3,222,686 and 130,191.397 shares surrendered at $25.13 for $3,271,710). In addition, 67,068 shares previously held indirectly were transferred to direct ownership as part of the distribution. Separately, McAtee acquired 74,612 restricted stock units (RSUs) under the 2018 Incentive Plan (derivative award; $0 cash outlay now).

Key Details

• Transaction date: January 29, 2026; Form 4 filed February 2, 2026 (timely).
• Performance shares distributed: 325,500 (each performance share is equivalent to one common share).
• Tax/withholding dispositions: 128,240.603 shares at $25.13 = $3,222,686 (payment of tax liability) and 130,191.397 shares at $25.13 = $3,271,710 (disposition to issuer).
• Transfer: 67,068 shares moved from indirect to direct ownership as part of the distribution.
• RSUs awarded: 74,612 restricted stock units (derivative); reported at $0.00 now. Per footnote, these RSUs convert 1:1 to common shares and vest in three equal installments on 2/15/2027, 2/15/2028, and 2/15/2029 (vesting accelerated on retirement eligibility).
• Notable footnotes: mandatory tax withholding on performance share distribution; part of distribution may have been paid in cash after taxes; one entry references a 401(k) statement.
• Shares owned after the transaction: not specified in the filing.

Context

• This filing reflects an award/distribution and associated tax withholding rather than an open-market purchase or a voluntary sale. The withholding and surrender of shares to cover taxes is a common administrative step when performance shares or RSUs are distributed; it does not necessarily indicate a change in the insider’s market view.