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AT&T INC.·4

Feb 2, 5:43 PM ET

McElfresh Jeffery S. 4

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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.