McAtee David R II 4/A

What Happened David R. McAtee II, Senior Executive Vice President and General Counsel of AT&T, received a distribution of performance shares on 2026-01-29. As part of that distribution, 130,294.395 performance-share equivalents were distributed in cash to McAtee (Disposition to issuer) for $3,274,298, and 128,084.605 shares were disposed/withheld to satisfy tax liabilities (code F) at $25.13 per share for $3,218,766. An additional 67,121 shares were transferred from indirect (benefit plan) to direct ownership as part of the distribution. Total cash value involved in the reported dispositions is about $6.49 million.

Key Details

• Transaction date: 2026-01-29 (reported on amended Form 4 filed 2026-02-19)
• Prices reported: $25.13 per share for the cash and withholding dispositions
• Reported dispositions:
  • 128,084.605 shares withheld for taxes (F) — $3,218,766
  • 130,294.395 shares distributed in cash to the insider (D) — $3,274,298
  • 67,121 shares transferred from indirect benefit-plan ownership to direct ownership (D) — no dollar amount reported
• Footnotes: filings were amended to reflect recalculated shares and tax withholding (F1–F3); performance shares equal in value to common shares (F4); 67,121-share transfer reflects distribution from a benefit plan to direct ownership (F5)
• Shares owned after transaction: not provided in the supplied excerpt
• Filing status: Amended filing; initial Form 4 appears to have been revised (filed ~21 days after the transaction)

Context This was a routine award distribution and tax-withholding event tied to performance shares — not an open-market sale or a conventional purchase. Dispositions to the issuer here represent cashing out part of the performance-share payout and withholding shares for taxes, a common administrative treatment that does not necessarily indicate a change in the insider’s view of the company.