Smith Kenny Kellyn 4

What Happened

• Smith Kenny Kellyn, Chief Marketing & Growth Officer at AT&T, received a distribution of 102,300 performance shares on 2026-01-29. To satisfy tax withholding and cash distribution requirements, 37,565.895 shares were withheld (valued at $25.13/ share, $944,031) and 42,725.105 shares were surrendered to the issuer for cash ($1,073,682). An additional 22,009 shares were reclassified from indirect to direct ownership as part of the distribution. Separately, 34,819 restricted stock units (RSUs) were granted (derivative award) under the 2018 Incentive Plan (reported at $0 consideration).

Key Details

• Transaction date: 2026-01-29; filing date: 2026-02-02 (filed within the typical two-business-day Form 4 window).
• Performance shares received: 102,300 total.
  • 37,565.895 shares withheld for taxes @ $25.13 = $944,031 (tax withholding).
  • 42,725.105 shares surrendered to issuer @ $25.13 = $1,073,682 (cash portion).
  • 22,009 shares moved from indirect to direct ownership (reclassification, no cash).
• RSU grant: 34,819 units (derivative award). Each unit converts to one share; vesting schedule per footnote (one‑third vests/distributes each year on 2/15/2027–2029; accelerated on retirement eligibility).
• Footnotes: performance shares equal common shares; mandatory tax withholding applied; portion of distribution paid in cash after taxes; 401(k) statement referenced for indirect holdings.
• No indication of a 10b5-1 plan or a late filing in this report.

Context

• This was primarily an award/distribution (not an open‑market sale by the insider). The withholding/surrender of shares to cover taxes and receive the cash portion is routine following performance-share distributions (similar to a cashless settlement). RSUs granted will convert into common shares on the stated vesting schedule and are not immediately tradable until vested.