McElfresh Jeffery S. 4

4 · AT&T INC. · Filed Feb 2, 2026

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Updated Feb 2, 2026

AT&T COO Jeffery S. McElfresh Receives Performance Shares

What Happened

On Jan 29, 2026 AT&T COO Jeffery S. McElfresh received a distribution of 418,500 performance shares (each equivalent to one share of common stock). As part of that distribution, 164,839.77 shares were withheld to satisfy taxes (disposed, $25.13 per share; $4,142,423) and 167,416.23 shares were surrendered/returned to the issuer (disposed, $25.13; $4,207,170). An additional 86,244 shares were transferred from a benefit plan to direct ownership. McElfresh also was reported to have acquired 94,509 restricted stock units (RSUs) under the 2018 Incentive Plan (derivative award; $0.00 reported), which will convert to common shares per the stated vesting schedule.

Key Details

Transaction date: 2026-01-29; Form 4 filed: 2026-02-02 (appears timely under the SEC 2-business-day rule).
Tax-withholding disposition: 164,839.77 shares @ $25.13 = $4,142,423 (footnote: mandatory withholding).
Disposition to issuer: 167,416.23 shares @ $25.13 = $4,207,170.
Transfer to direct ownership: 86,244 shares (part of the 418,500 performance-share distribution).
Grant/derivative award: 94,509 RSUs (reported at $0.00; each RSU converts to one share; vesting in thirds on 2/15/2027, 2/15/2028, 2/15/2029; accelerated vesting on retirement eligibility).
Net immediate outcome: Of the 418,500 performance shares distributed, 332,256 were surrendered/withheld and 86,244 ended up in direct ownership; RSUs vest in future periods.
Shares owned after transaction: Not specified in the provided excerpt — see the full Form 4 for total beneficial ownership.
Footnotes: F1–F4 describe the performance-share distribution and tax-withholding mechanics; F5 notes the 86,244-share transfer from a benefit plan to direct ownership; F7 describes RSU vesting terms.

Context

This was primarily an award/distribution event (not an open-market purchase). The disposals reflect routine tax withholding and transfers associated with the distribution of performance shares rather than a discretionary open-market sale. The RSUs are derivative awards that will convert to common shares according to the stated vesting schedule.

Form 4

Period: 2026-01-29

Chief Operating Officer

Transactions

Award
Common Stock
[F1][F2]
2026-01-29+418,500→ 589,251.037 total(indirect: By Benefit Plan)
Tax Payment
Common Stock
[F3]
2026-01-29$25.13/sh−164,839.77$4,142,423→ 424,411.267 total(indirect: By Benefit Plan)
Disposition to Issuer
Common Stock
[F4]
2026-01-29$25.13/sh−167,416.23$4,207,170→ 256,995.037 total(indirect: By Benefit Plan)
Disposition to Issuer
Common Stock
[F5][F2]
2026-01-29−86,244→ 170,751.037 total(indirect: By Benefit Plan)
Award
Restricted Stock Units (2026)
[F7]
2026-01-29+94,509→ 94,509 total
→ Common Stock (94,509 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 86,244 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