DEF 14A of At&t Inc., Mar 23, 2026

DEF 14A of At&t Inc.

Filed Mar 23, 2026 · FY20250001193125-26-119888

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES We are committed to strong corporate governance that directly aligns with our long-term strategy. We are focused on building a Board that is uniquely suited to build long-term shareholder value, with directors who bring significant expertise in key areas supporting AT&T’s purpose and evolved strategy. The ongoing refreshment of the Board promotes the long-term interests of stockholders, strengthens Board and management accountability, and builds on our environmental, social and governance leadership. It is the policy of the Board to seek to maintain an average tenure of ten years or less for its independent Directors.

  2. DIRECTOR NOMINEES

    | EXPERIENCE, SKILLS AND DEMOGRAPHICS | | | | | | | | | | | | Governance and Risk Oversight | | | | | | | | | | | | Senior Leadership: Experience in a CEO, CFO, or other senior executive role provides qualifications and skills to oversee the execution of strategy to drive long-term value and manage risk | | | | | | | | | | | | Investment/Finance: Experience overseeing investment decisions in complex businesses and financial markets supports oversight of our capital structure, financing, reporting, and capital allocation activities | | | | | | | | | | | | Government/Regulatory: Deep understanding of domestic and international regulatory environments supports decision-making in a complex regulatory environment | | | | | | | | | | | | Human Capital: Experience in attracting, retaining, and developing talent, and broad employee engagement assists in overseeing firm culture and management succession planning | | | | | | | | | | | | Oversight of Strategy | | | | | | | | | | | | Global Perspective: Exposure to operating in international business environments, economic conditions, cultures, and regulatory frameworks supports oversight of our global business and strategy | | | | | | | | | | | | Strategic Planning/M&A: Experience assessing and executing corporate strategic and operational transactions is integral to the Board’s assessment of long-term strategic priorities and growth | | | | | | | | | | | | Consumer Focus: Experience operating in advertising, customer service, and relationship management-focused roles, and the development of customer-focused solutions provides insight into key factors affecting our strategic goals | | | | | | | | | | | | Telecom: Industry experience offers an understanding of our products and competing technologies within an evolving global communications industry | | | | | | | | | | | | Technology/Innovation: Experience with information systems/data management, cybersecurity, and AI provides guidance to lead in a dynamic landscape and assess technological risks and opportunities | | | | | | | | | | | | Tenure and Diversity | | | | | | | | | | | | Director Since | 2025 | 2014 | 2019 | 2024 | 2013 | 2013 | 2010 | 2020 | 2013 | 2021 | | Gender | F | M | M | F | M | F | M | M | F | M | | Race/Ethnicity B - Black H - Hispanic W - White | W | B | W | W | W | W | W | W | W | H |

  3. DIRECTOR NOMINEES

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  4. DIRECTOR NOMINEES

    | AT&T INC. | SUM2 | 2026 PROXY |

  5. DIRECTOR NOMINEES

    | 2026 Proxy Statement Summary | |

  6. ITEM NO. 1 - ELECTION OF DIRECTORS

    ITEM NO. 1 - ELECTION OF DIRECTORS Under our Bylaws, the Board of Directors has the authority to determine the size of the Board and to fill vacancies. Currently, the Board is comprised of ten Directors, one of whom is an Executive Officer of AT&T. There are no vacancies on the Board. Under AT&T’s Corporate Governance Guidelines, a Director will not be nominated by the Board for re-election if the Director would be 75 or older at the time of the election. The Board of Directors has nominated the ten persons whose biographies appear below for election as Directors to one-year terms of office that would expire at the 2027 Annual Meeting. Each of the nominees is an incumbent Director of AT&T recommended for re-election by the Governance and Policy Committee. In making these nominations, the Board reviewed the backgrounds of the nominees and determined to nominate each of the current Directors for re-election. All Director nominees are independent except for Mr. Stankey. The Board believes that each nominee has valuable individual skills and experiences that, taken together, provide us with the variety and depth of knowledge, judgment, and vision necessary to provide effective oversight of a large and varied enterprise like AT&T. As indicated in the table on page SUM 2 and in the following biographies, the nominees have exhibited significant leadership skills and have extensive experience in a variety of fields, each of which the Board believes provides valuable knowledge about important elements of AT&T’s business. If one or more of the nominees should at the time of the meeting be unavailable or unable to serve as a Director, the shares represented by the proxies will be voted to elect the remaining nominees and any substitute nominee or nominees designated by the Board. The Board knows of no reason why any of the nominees would be unavailable or unable to serve.

  7. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | The Board recommends you vote FOR each of the following candidates: |

  8. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | JOHN T. STANKEY | | | Chairman, Chief Executive Officer and President of AT&T Inc. | | | Mr. Stankey is Chairman of the Board, Chief Executive Officer and President of AT&T Inc. and has served in this capacity since February 2025. He has served as Chief Executive Officer and President since July 2020. Prior to that, he served as President and Chief Operating Officer from October 2019 through June 2020. From June 2018 through April 2020, Mr. Stankey also served as CEO of Warner Media, LLC. During his tenure with the Company, Mr. Stankey has held a variety of other leadership positions, including serving as CEO-AT&T Entertainment Group (2015-2017); Chief Strategy Officer (2012-2015); President and CEO of AT&T Business Solutions (2010-2011); President and CEO of AT&T Operations, Inc. (2008-2010); Group President-Telecom Operations (2007-2008); Chief Technology Officer (2004-2006); and Chief Information Officer (2003-2004). Mr. Stankey began his career with the Company in 1985. He holds a bachelor’s degree in finance from Loyola Marymount University and an M.B.A. from the University of California, Los Angeles. Skills and Qualifications Mr. Stankey has more than 40 years of experience spanning nearly every area of AT&T’s business, which has provided him with intimate knowledge of our Company, values and culture. He has served in a variety of roles including CEO of WarnerMedia; CEO of AT&T Entertainment Group; Chief Strategy Officer; Chief Technology Officer; CEO of AT&T Operations; and CEO of AT&T Business Solutions. |

  9. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 2026 PROXY | 3 | AT&T INC. |

  10. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | KELLY J. GRIER | | | Retired U.S. Chair and Managing Partner (CEO), Ernst & Young, LLP (EY) | | | Ms. Grier served as U.S. Chair and America’s Managing Partner (CEO) of Ernst & Young LLP (EY) (a global leader in professional services and one of the “Big Four” accounting firms) from 2018 to 2022. Ms. Grier began her career at EY in 1991 and held numerous leadership roles during her 30-year tenure, including Vice Chair and Central Region Managing Partner (2015-2018), Americas Vice Chair of Talent (2014), and SEC Audit Partner. Ms. Grier is also a senior advisor to Permira Advisors (a global private equity firm) and a board member of several nonprofits, including the Peterson Institute for International Economics. Ms. Grier is a Certified Public Accountant and holds a B. A. in Accounting from Saint Mary’s College. | | | Skills and Qualifications Ms. Grier has extensive expertise in audit quality, regulatory matters, financial reporting and oversight of large publicly traded companies. She also has vast experience in technology, including cybersecurity, corporate governance, international business and affairs, leadership development and talent strategy. Other Public Company Directorships • Booking Holdings Inc. • CDW Corporation • Illinois Tool Works Inc. | | | WILLIAM E. KENNARD | | | Former United States Ambassador to the European Union and Former Chairman of the Federal Communications Commission | | | Mr. Kennard is the Independent Lead Director of AT&T Inc. and has served in this capacity since February 2025. He served as Chairman of the Board of Directors of AT&T Inc. from January 2021 to February 2025. Mr. Kennard served as the United States Ambassador to the European Union from 2009 to 2013. From 2001 to 2009, Mr. Kennard was Managing Director of The Carlyle Group (a global asset management firm) where he led investment in the telecommunications and media sectors. Mr. Kennard served as Chairman of the U.S. Federal Communications Commission | | | from 1997 to 2001. Before his appointment as FCC Chairman, he served as the FCC’s General Counsel from 1993 until 1997. Mr. Kennard joined the FCC from the law firm of Verner, Liipfert, Bernhard, McPherson and Hand (now DLA Piper) where he was a partner and member of the firm’s board of directors. Mr. Kennard is a co-founder of Astra Capital Management (a private equity firm) and has served on the board of trustees of Yale University since 2014. Mr. Kennard received his B.A. in communications from Stanford University and earned his law degree from Yale Law School. Skills and Qualifications | | | Mr. Kennard brings expertise in the global telecommunications industry including knowledge of the complex regulatory and policy landscape for communications and an understanding of the technological and strategic shifts in the industry. He also has experience in international trade and global investment and marketing. Other Public Company Directorships • Ford Motor Company • MetLife, Inc. Past Public Company Directorships • Duke Energy Corporation (2014-2021) |

  11. ITEM NO. 1 - ELECTION OF DIRECTORS

    | AT&T INC. | 4 | 2026 PROXY |

  12. ITEM NO. 1 - ELECTION OF DIRECTORS

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  13. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | STEPHEN J. LUCZO | | | Senior Partner of Crosspoint Capital Partners, L.P. | | | Mr. Luczo is a Senior Partner of Crosspoint Capital Partners, L.P. (a private equity investment firm focused on the cybersecurity and privacy sectors located in Menlo Park, California) and has served in this capacity since December 2025, he served as Managing Partner from February 2020 to December 2025. Mr. Luczo served as Chairman of the Board of Seagate Technology plc (a global provider of data storage technology and solutions in Fremont, California) from 2002 until July 2020 and as a member of Seagate’s board of directors until October 2021. Mr. Luczo joined Seagate’s predecessor company in 1993 as Senior Vice President of Corporate Development, joined its board of directors in 1998, and served as its Chief Executive Officer from 1998 to 2004 and from 2009 to 2017. Prior to joining Seagate, Mr. Luczo held various roles in investment banking. He holds an A.B. in economics from Stanford University and earned an M.B.A. from Stanford Graduate School of Business. He holds an A.B. in economics from Stanford University and earned an M.B.A. from Stanford Graduate School of Business. | | | Skills and Qualifications Mr. Luczo brings deep experience in technology, business development, strategic planning, and operations through his leadership at Seagate. He has significant experience in financial matters and executing strategic cost initiatives and transactions. | | | Past Public Company Directorships: • Morgan Stanley (2019-2024) • Seagate Technology plc (2002-2021) | | | MARISSA A. MAYER | | | Founder and Chief Executive Officer of Dazzle AI Inc. | | | Ms. Mayer is Chief Executive Officer and Founder of Dazzle AI Inc. (a Palo Alto-based technology company focused in the consumer artificial intelligence space). Prior to founding Dazzle AI in September 2025, Ms. Mayer served as Chief Executive Officer of Sunshine Products, from 2018 until it was acquired by Dazzle AI in 2025. A seasoned veteran of the technology industry, Ms. Mayer previously served as Chief Executive Officer, President, and a Director of Yahoo!, Inc. from 2012 to 2017. Prior to her time at Yahoo!, she was one of Google’s earliest employees and its first female engineer. During her 13-year tenure at Google from 1999 to 2012, she rose to Vice President of Search and User Experience, leading the search business for over a decade and overseeing the development of flagship products including Google Maps, Google News, and Gmail. Beyond her corporate leadership, she serves on the board of the San Francisco Ballet. Ms. Mayer holds a B.S. in Symbolic Systems and an M.S. in Computer Science from Stanford University, specializing in artificial intelligence for both degrees. | | | Skills and Qualifications Ms. Mayer brings extensive expertise in technology and a deep understanding of the consumer Internet experience. She has senior leadership and human capital management experience through her CEO role at Yahoo!. As a long-tenured director of Walmart Inc., she brings valuable experience in the oversight of a large publicly traded retail and ecommerce business. Other Public Company Directorships • Hilton Worldwide Holdings Inc. • Starbucks Corporation • Walmart Inc. Past Public Company Directorships: • Nextdoor, Inc (May 2024-June 2025) |

  14. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 2026 PROXY | 5 | AT&T INC. |

  15. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | MICHAEL B. MCCALLISTER | | | Retired Chairman of the Board and Chief Executive Officer of Humana, Inc. | | | Mr. McCallister served as Chairman of Humana Inc. (a health care company in Louisville, Kentucky) from 2010 to 2013 and as a member of Humana’s board of directors beginning in 2000. He also served as Humana’s Chief Executive Officer from 2000 until his retirement in 2012. During Mr. McCallister’s tenure, he led Humana through significant expansion and growth, nearly quadrupling its annual revenues between 2000 and 2012, and led the company to become a FORTUNE 100 company. Mr. McCallister received his B.S. in accounting from Louisiana Tech University and earned his M.B.A. from Pepperdine University. Skills and Qualifications Mr. McCallister has extensive leadership experience in the oversight of a large, publicly traded company with a focus on strategic planning and organic growth in the evolving health care sector. He also has deep experience in the development of customer focused solutions. Other Public Company Directorships • Zoetis Inc. Past Public Company Directorships • Fifth Third Bancorp (2011 – 2025) |

  16. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | BETH E. MOONEY | | | Retired Chairman and Executive Officer of KeyCorp | | | Ms. Mooney served as Chairman and Chief Executive Officer of KeyCorp (a bank holding company in Cleveland, Ohio) from 2011 until her retirement in May 2020. She previously served as KeyCorp’s President and Chief Operating Officer from 2010 to 2011. Ms. Mooney joined KeyCorp in 2006 as a Vice Chair and head of Key Community Bank. Prior to joining KeyCorp, beginning in 2000 she served as Senior Executive Vice President at AmSouth Bancorporation (now Regions Financial Corporation), where she also became Chief Financial Officer in 2004. Ms. Mooney served as a director of the Federal Reserve Bank of Cleveland in 2016 and served three one-year terms representing the Fourth Federal Reserve District on the Federal Advisory Council from 2017 to 2019. She received her B.A. in history from the University of Texas at Austin and earned her M.B.A. from Southern Methodist University. | | | Skills and Qualifications Ms. Mooney brings executive leadership skills through the management of a large, publicly traded and highly regulated company, knowledge of business strategy, and more than 30 years of experience in the customer-focused financial services industry. Other Public Company Directorships • Ford Motor Company Past Public Company Directorships • Accenture plc (2021-2025) |

  17. ITEM NO. 1 - ELECTION OF DIRECTORS

    | AT&T INC. | 6 | 2026 PROXY |

  18. ITEM NO. 1 - ELECTION OF DIRECTORS

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  19. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | MATTHEW K. ROSE | | | Retired Chairman and Chief Executive Officer of Burlington Northern Santa Fe, LLC | | | Mr. Rose served as Chairman of the Board and Chief Executive Officer of Burlington Northern Santa Fe, LLC (a freight rail system based in Fort Worth, Texas and a subsidiary of Berkshire Hathaway Inc., formerly known as Burlington Northern Santa Fe Corporation) from 2002 until his retirement in April 2019, having also served as BNSF’s President until 2010. Mr. Rose began his 26-year career with BNSF (then Burlington Northern Railroad Company) in 1993. During his tenure as CEO, Mr. Rose helped guide the acquisition of BNSF by Berkshire Hathaway in 2009. Before serving as Chairman, Mr. Rose held several leadership positions there and at its predecessors, including President and Chief Executive Officer from 2000 to 2002, President and Chief Operating Officer from 1999 to 2000, and Senior Vice President and Chief Operations Officer from 1997 to 1999. Mr. Rose also served as Executive Chairman of BNSF Railway Company (a subsidiary of Burlington Northern Santa Fe, LLC) until his retirement in 2019, having served as Chairman and Chief Executive Officer from 2002 to 2013. He earned his B.S. in marketing from the University of Missouri. Skills and Qualifications Mr. Rose has extensive experience in the executive oversight of a large, complex and highly regulated organization with considerable knowledge of operations management and logistics. He brings experience overseeing long- term strategic planning and a unionized workforce. Other Public Company Directorships • Fluor Corporation |

  20. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | CYNTHIA B. TAYLOR | | | President and Chief Executive Officer of Oil States International, Inc. | | | Ms. Taylor is President, Chief Executive Officer and a director of Oil States International, Inc. (a globally diversified manufacturing and energy services provider based in Houston, Texas) and has served in this capacity since 2007. She previously served as Oil States International, Inc.’s President and Chief Operating Officer from 2006 to 2007 and as its Senior Vice President-Chief Financial Officer from 2000 to 2006. Ms. Taylor was Chief Financial Officer of L.E. Simmons & Associates, Inc. from 1999 to 2000 and Vice President-Controller of Cliffs Drilling Company from 1992 to 1999, and prior to that, held various management positions with Ernst & Young LLP, a public accounting firm. She served as a director of the Federal Reserve Bank of Dallas from 2020 to 2025 and as a director of the Federal Reserve Bank’s Houston Branch from 2018 to 2019. She received her B.B.A. in accounting from Texas A&M University and is a Certified Public Accountant. Skills and Qualifications Ms. Taylor brings executive leadership skills in the oversight of a large, publicly traded company, vast experience in finance and public accounting, and her experience in international business and affairs. Other Public Company Directorships • Oil States International, Inc. |

  21. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 2026 PROXY | 7 | AT&T INC. |

  22. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | LUIS A. UBIÑAS | | | Chairman of the Statue of Liberty - Ellis Island Foundation | | | Mr. Ubiñas is Chairman of the Statue of Liberty - Ellis Island Foundation (a nonprofit organization that works to preserve the Statue of Liberty and Ellis Island) and has served in this capacity since January 2021; he previously served as Vice Chair from 2018 until 2021 and has served as a member of its board of directors since 2014. Mr. Ubiñas served as President of the Ford Foundation (an independent, global nonprofit grant- making organization based in New York, New York) from 2008 to 2013. From 2000 to 2007, he was Senior Partner with McKinsey & Company (a global management consulting firm based in New York, New York), where he led the firm’s west coast media practice working with companies in the technology, telecommunications, and media sectors. Mr. Ubiñas joined McKinsey & Company in 1989, holding various leadership positions prior to being named Senior Partner. From 2013 to 2017, he served on the Advisory Committee on U.S. Competitiveness of the Export-Import Bank, and from 2010 to 2014, he served on the Advisory Committee for Trade Policy and Negotiations. Skills and Qualifications Mr. Ubiñas has extensive leadership experience and expertise across the broadband and wireless industries, government, and the nonprofit sector, all of which align with AT&T’s priorities to serve customers, investors, and our communities. Other Public Company Directorships/Trusteeships: • Electronic Arts Inc. • Mercer Funds • Tanger Factory Outlet Centers, Inc. Past Public Company Directorships • Boston Private Financial Holdings, Inc. (2017-2021) • FirstMark Horizon Acquisition Corp. (2020-2022) |

  23. ITEM NO. 1 - ELECTION OF DIRECTORS

    | AT&T INC. | 8 | 2026 PROXY |

  24. ITEM NO. 1 - ELECTION OF DIRECTORS

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  25. ITEM NO. 5 - APPROVE 2026 INCENTIVE PLAN

    ITEM NO. 5 - APPROVE 2026 INCENTIVE PLAN Your Board of Directors has adopted the 2026 Incentive Plan (the “Incentive Plan”) for the purpose of replacing the 2018 Incentive Plan, previously approved by our stockholders in 2018. The Incentive Plan, like the prior plan, permits AT&T to compensate eligible management employees with equity and cash awards. New awards will not be made under the Incentive Plan until stockholder approval is obtained for the Incentive Plan. The Incentive Plan provides AT&T with the flexibility to compensate employees through a variety of possible awards. These awards may, for example, be tied to the financial or operational performance of the Company, to the performance of the stock, or other measures, in each case as determined by the Plan Committee (as defined below). Because of the key role the Incentive Plan plays in the compensation of AT&T’s eligible employees, your Directors urge you to vote for approval of the Incentive Plan.

  26. Share Reserve Under the Incentive Plan

    Share Reserve Under the Incentive Plan The Incentive Plan authorizes the issuance of up to 130 million shares of AT&T common stock, less any shares subject to any award granted under the 2018 Incentive Plan following February 28, 2026 and prior to the effective date of the Incentive Plan. If an outstanding award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares acquired pursuant to such an award are forfeited, the shares allocable to the terminated portion of such award will again be available for issuance under the Incentive Plan.

  27. Key Data

    Key Data When approving the Incentive Plan, your Directors considered the burn rate with respect to the equity awards granted by AT&T, as well as the Company’s overhang. Your Directors believe that the adoption of the Incentive Plan will not result in an unacceptable level of dilution to the interests of shareholders. Historical Burn Rate. Burn rate measures our usage of shares under our stock plans as a percentage of our outstanding shares. For fiscal 2025, 2024, and 2023, our burn rate was 0.28%, 0.61%, and 0.41%, respectively, resulting in an average burn rate of 0.43% over a three-year period. The rates were calculated by dividing (i) the value of all equity awards granted, by (ii) the value of the weighted average common stock outstanding. AT&T continues to monitor our equity use relative to competitive market norms. Dilution. Dilution is commonly measured by “overhang,” which generally refers to the amount of potential dilution to current shareholders that could result from the future issuance of the shares reserved under an equity compensation plan. Overhang is typically expressed as a percentage (equal to a fraction where the numerator is the sum of the number of shares reserved but not issued under equity compensation plans plus the number of shares subject to outstanding awards and the denominator is the sum of the numerator plus the total number of shares outstanding). Our overhang as of February 28, 2026 was 1.35% and if the Incentive Plan is approved, our overhang will increase to be approximately 2.78% (based on shares outstanding as of February 28, 2026). The following table includes information regarding outstanding equity awards and shares available for future awards under the 2018 Incentive Plan, the SPDP (as defined below), and SSP (as defined below) as of February 28, 2026 (and without giving effect to this Proposal No. 5 and Proposal No. 6 below). As of such date, 6,983,556,276 shares of our common stock were outstanding and as of February 27, 2026, the last trading day preceding such date, the closing price of our common stock as reported on the New York Stock Exchange was $28.01 per share. If approved by stockholders, the Incentive Plan will replace the 2018 Incentive Plan as the source of awards granted on or after the date of our Annual Meeting. No further awards will be granted under the 2018 Incentive Plan unless stockholder approval is not obtained for the Incentive Plan. The number of shares covered by any awards granted under the 2018 Incentive Plan on or after February 28, 2026 will reduce the shares available under the Incentive Plan.

  28. Key Data

    | Number of shares available for future grant under the 2018 Incentive Plan (and no further awards will be granted under the 2018 Incentive Plan unless stockholder approval is not obtained for the Incentive Plan) | 29,731,233 | | Number of shares relating to outstanding stock options | 0 | | Weighted average exercise price of outstanding stock options | 0 | | Weighted average remaining term of outstanding stock options | 0 |

  29. Key Data

    | Number of shares underlying outstanding restricted stock units and performance shares or performance units, assuming target level of performance under the 2011 Incentive Plan, 2016 Incentive Plan and 2018 Incentive Plan | 40,127,823 | | Number of shares available for issuance under the SPDP | 6,156,312 | | Number of shares available for issuance under the SSP | 2,992,335 | | Number of shares subject to rights outstanding under the SPDP | 13,159,473 | | Number of shares subject to rights outstanding under the SSP | 1,968,920 |

  30. Plan Summary

    Plan Summary Administration. The Incentive Plan is administered by the Human Resources Committee of the Board or such other committee as may be appointed by the Board for this purpose, which committee must be composed of non-employee directors with respect to certain insiders of AT&T (the “Plan Committee”). The Plan Committee has the authority to exercise all administrative powers, including to construe, interpret and implement the Incentive Plan, grant terms, and award agreements, prescribe, amend and rescind rules and regulations relating to the Incentive Plan, grant awards, determine who shall receive awards, and determine the terms and conditions of awards. Eligible for Participation. Management employees of AT&T or its subsidiaries are eligible to be selected to participate in the Incentive Plan. Currently, there are approximately 75,000 employees who are eligible to participate in the Incentive Plan; however, the Company expects participation to be generally limited to approximately 3,400 mid-level and above managers. Actual selection of any eligible employee to participate in the Incentive Plan is within the sole discretion of the Plan Committee. Independent contractors and consultants who are not employed by AT&T or one of its subsidiaries are not eligible to receive awards under the Incentive Plan. Performance Awards. The Incentive Plan allows the Plan Committee to issue performance stock units, which are contingent incentive awards that are payable in stock and/or cash and paid out to the participant if specific performance goals are achieved over performance periods established by the Plan Committee. If the performance goals are not achieved, the awards are forfeited or reduced. Each performance stock unit is equivalent in value to a share of common stock, a fixed dollar amount, or a dollar amount based on the value of a share of common stock and is payable in cash and/or stock. The Plan Committee may also denominate a performance stock unit award in dollars instead of units. The terms and conditions of the awards are determined by the Plan Committee in its sole discretion. Unless otherwise provided by the Plan Committee, participants receive dividend equivalents on performance stock units (with dividend equivalents with respect to performance stock units granted to an Executive Level Employee (as defined in the Incentive Plan) payable only on the number of performance stock units actually distributed). In establishing performance goals, the Plan Committee is authorized, in its sole discretion, to use any criteria it determines. The performance goals set by the Plan Committee may include payout tables, formulas or other standards to be used in determining the extent to which the performance goals are met and, if met, the number of performance stock units that would be converted into stock and/or cash (or the rate of such conversion) and

  31. Plan Summary

    distributed to participants. The Plan Committee may modify the performance goals or other terms of any performance stock units or reduce or cancel such awards at any time prior to distribution of such awards. Restricted Stock and Restricted Stock Units. The Incentive Plan also permits the Plan Committee to grant restricted stock awards. Each share of restricted stock shall be subject to such terms, conditions, restrictions, and/or limitations, if any, as the Plan Committee deems appropriate, including, but not by way of limitation, restrictions on transferability and continued employment. Holders of shares of restricted stock may vote the shares and receive dividends on such shares (provided that the Plan Committee may require dividends be subject to the same restrictions and conditions as the underlying restricted stock). The vesting period for restricted stock shall be determined by the Plan Committee, which may accelerate the vesting of any such award. The Plan Committee may also grant restricted stock units, which represent the right to receive, as determined by the Plan Committee, shares of common stock (or cash equal to the fair market value of the shares) equal to the number of such restricted stock units. Restricted stock units are not transferable, have no voting rights, and do not receive dividends but may be eligible to receive dividend equivalents. The Plan Committee may also grant awards of unrestricted stock. Stock Options. The Incentive Plan permits the Plan Committee to grant nonqualified stock options to eligible employees, which directly link their financial success to that of AT&T’s stockholders. Incentive Stock Options, which are generally more costly for a company to issue, are not permitted under the Incentive Plan. The Plan Committee shall determine the number of shares subject to options and all other terms and conditions of the options, including vesting requirements. In no event, however, may the exercise price of a stock option be less than 100% of the fair market value of the AT&T common stock on the date of the stock option’s grant, nor may any option have a term of more than ten years. Except for adjustments based on changes in the corporate structure or as otherwise provided in the Incentive Plan, the terms of a stock option may not be amended to reduce the exercise price nor may any stock options be canceled or exchanged for cash, other awards or options with an exercise price that is less than the exercise price of the original options. Options are not generally transferable and are exercisable during the participant’s lifetime by only the participant or the participant’s guardian or legal representative. Available Shares. The Incentive Plan authorizes the issuance of up to 130 million shares of common stock to participants, less any shares issued under awards granted under the 2018 Incentive Plan after February 28, 2026 and prior to the effective date of the Incentive Plan. If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares acquired pursuant to such an award are forfeited under the terms of the Plan or the relevant award, the shares allocable to the terminated portion of such award will again be available for issuance under the Incentive Plan. Shares shall not be deemed to have been issued with respect to any portion of an award that is settled in cash, other than a stock option. When a stock option is exercised, the number of shares available for issuance under the Incentive Plan shall be reduced by the gross number of shares for which the option is exercised. In the event of a stock split, stock dividend, or other change in the corporate structure of AT&T, as described in the Incentive Plan, affecting the shares that may be issued under the Incentive Plan, an adjustment shall be made in the number and class of shares which may be delivered under the Incentive Plan, including under outstanding awards and the exercise price for such, as may be determined by the Plan Committee. Amendment and Term. The Incentive Plan will be effective on May 14, 2026, subject to stockholder approval. The Board or the Disinterested Committee (as defined in the Incentive Plan) may amend or terminate the Incentive Plan at any time. After May 13, 2036, no further awards may be issued under the Incentive Plan. Change in Control. In the event of a Change in Control (as defined in the Incentive Plan), the payout of performance stock units shall be determined exclusively by the attainment of the performance goals established by the Plan Committee in effect prior to the Change in Control, which may not be modified after the Change in Control, and AT&T shall not have the right to reduce the awards other than based on the extent the related performance goals were achieved.

  32. Plan Summary

    Other Terms. The Incentive Plan contains certain “loyalty provisions”. In exchange for being permitted to participate in the Plan, Executive Level Employees agree that they will refrain from engaging in certain activities that are competitive with or “disloyal” to AT&T, including, among other things, improperly disclosing certain confidential information or trade secrets, breaching any fiduciary duty they owe to AT&T, or, for two years following termination of employment, competing with AT&T, soliciting certain of its nonclerical employees, or soliciting clients, customers, or material vendors or suppliers. Awards granted under the Incentive Plan may be canceled or forfeited and the participant shall be required to repay to AT&T any amount received under an award in the event the participant violates AT&T’s Code of Business Conduct. In addition, awards are subject to recoupment in accordance with any clawback policy that AT&T adopts, including any clawback policy that AT&T is required to adopt pursuant to the listing standards of any national securities exchange or association on which AT&T’s securities are listed or as is otherwise required by the Rule 10D-1 under the Exchange Act or other applicable law. In addition, the Plan Committee may impose such other clawback, recovery or recoupment provisions in an award agreement as the Plan Committee determines necessary or appropriate. No recovery of compensation under such a clawback policy or provision will be an event giving rise to a right to resign for “good reason” or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between any participant and AT&T. This does not limit AT&T’s right to seek recovery or cancellation of an award for any other reason including but not limited to misconduct. Certain Federal Income Tax Matters Relating to the Incentive Plan. The following is a summary of certain U.S. Federal income tax consequences associated with the grant, vesting, exercise and settlement of awards under the Incentive Plan. This summary is not intended to be exhaustive and, among other things, does not describe state or local tax consequences. The discussion is for general informational purposes only and does not purport to address specific federal income tax considerations applicable to a participant based on the participant’s particular circumstances. Because individual circumstances may vary, we recommend that all participants consult their own tax advisor concerning the tax implications of awards granted under the Incentive Plan. Stock Options. A participant will not be deemed to have received any income subject to tax at the time a nonqualified stock option is granted, nor will AT&T be entitled to a tax deduction at that time. When a nonqualified stock option is exercised, the participant will be deemed to have received an amount of ordinary income equal to the excess of the fair market value of the shares of common stock purchased over the exercise price. AT&T will be allowed a tax deduction in the year the option is exercised in an amount equal to the ordinary income which the participant is deemed to have received. Restricted Stock. No income will be recognized by the participant at the time of grant of a restricted stock award if the award is subject to a substantial risk of forfeiture (i.e., unvested). Generally, at the time the substantial risk of forfeiture lapses with respect to the award (i.e., the award vests), the then fair market value of the stock (less any amount paid for the award) will constitute ordinary income to the participant. The participant may, however, elect under Section 83(b) of the Code to include as ordinary income, in the year the unvested restricted stock is granted, an amount equal to the fair market value of the stock (less any amount paid for the award). If the Section 83(b) election is made, the participant will not recognize any additional income as and when the shares subsequently vest. Subject to the applicable provisions of the Code, AT&T will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the restricted stock award at the time such ordinary income is recognized by the recipient. Restricted Stock Units, Unrestricted Stock, and Performance Stock Units. A participant generally will not recognize taxable income upon the grant of restricted stock units or performance stock units. The participant, however, will recognize ordinary income when the participant receives payment of cash and/or shares of common stock following the vesting of restricted stock units or performance stock units and upon the issuance of shares for unrestricted stock awards. The amount included in the participant’s income will equal the amount of cash and/or the fair market value of the shares of common stock received. Subject to the applicable provisions of the Code, AT&T generally will be entitled to a corresponding tax deduction at the time the participant recognizes ordinary income.

  33. Plan Summary

    Plan Summary Administration. The SPDP is administered by the Human Resources Committee of the Board of Directors (the “SPDP Committee”). The SPDP Committee has authority to administer the SPDP, interpret, construe and apply its provisions, establish and revise rules for the administration of the SPDP, correct errors under the SPDP, and determine all questions of administration, interpretation and application of the SPDP. The SPDP Committee may delegate its authority under the SPDP and has delegated to the Company’s Chief Human Resources Officer various administrative functions under the plan. Eligibility for Participation. The SPDP is offered to certain management or highly compensated employees, which currently total approximately 3,400 of AT&T’s employees. Available Shares. The aggregate number of shares that may be issued under the SPDP, as amended, will be increased by 60 million shares to 136 million. Shares withheld for taxes in connection with a distribution will not be considered issued and will remain available for issuance under the SPDP. Contributions and Purchase. Each year, a participant may elect to establish a Share Deferral Account (as defined in the SPDP) to purchase share units through payroll deductions during an upcoming year. Each participant may elect to contribute from 6% to 30% of the participant’s annual Base Compensation (as defined in the SPDP, which includes base salary and lump sum payments in lieu of base salary increases), but excluding Annual Bonuses (as defined in the SPDP), up to 95% of a Short Term Incentive Award (as defined in the SPDP), which are typically granted to senior managers and officers, or from 6% to 30% of an Annual Bonus, which are typically granted to employees below the senior manager level. The SPDP Committee has authority to add or remove different types of compensation to or from the definition of “Base Compensation.” AT&T may refuse or terminate, in whole or in part, any election to participate in the SPDP (subject to compliance with the tax code). The number of share units purchased by a participant during a calendar month is equal to the participant’s employee contributions during the month divided by the fair market value of a share of AT&T common stock on the last day of such month, except that for employee contributions from a Short Term Incentive Award or an Annual Bonus paid during 2027 or later, the number of share units purchased is found by dividing such contributions by the fair market value of a share of AT&T common stock on the date prior to the day the related

  34. Plan Summary

    Short Term Incentive Award or Annual Bonus is paid. Each share unit is converted into a share of AT&T common stock at distribution. Share units earn dividend equivalents at the same rate as common stock which are reinvested in additional share units. For contributions made prior to January 1, 2027, in order (1) to generally offset the loss of an employer matching contribution in the 401(k) plan caused by participation in the SPDP or by participation in the Company’s Cash Deferral Plan (described on page 68) and (2) to provide matching contributions on compensation that exceeds Federal compensation limits for 401(k) plans, the Company provides “Makeup” matching contributions in the form of additional deferred shares. The “Makeup Matching Contribution” is equal to the percentage of matching contributions that the participant is eligible to receive under the 401(k) plan that the participant is eligible to participate in multiplied by the first 6% of monthly contributions from Base Compensation to the SPDP and the Cash Deferral Plan, plus the amount of the participant’s monthly Base Compensation in excess of such contributions to the extent such amounts exceed the limit in effect under Section 401(a)(17) of the tax code (regardless of whether the participant actually participates or is eligible to participate in the 401(k) plan). Senior managers and officers do not receive such Makeup Matching Contribution on the contribution of their Short Term Incentive Award to the SPDP. For contributions made on or after January 1, 2027, AT&T will provide monthly Makeup Matching Contributions equal to the percentage of company matching contributions that the participant is eligible to receive under the 401(k) plan that the participant is eligible to participate in multiplied by 6% of the participant’s contributions made to the SPDP and to the Cash Deferral Plan during the month, up to a maximum of $500,000 of the participant’s contributions per plan year. In addition, AT&T contributes a “Stock Matching Contribution” (in addition to the Makeup Matching Contribution) to participant accounts in the form of additional deferred shares. The Stock Matching Contribution equals 20% of the participant’s contributions to the SPDP. However, the Stock Matching Contribution is not paid on employee contributions of Short Term Incentive Awards in excess of the target award (and pro-rated for partial year awards). All matching contributions are immediately vested. Under the terms of the SPDP as proposed to be amended, no further stock options are permitted to be granted under the SPDP. The SPDP Committee may permit an employee to purchase share units with amounts other than Base Compensation or Short Term Incentive Awards from time to time; however, these purchases may not earn matching contributions. Distributions. The share units are distributed up to five calendar years after a Share Deferral Account commences, as elected by the participant. A distribution may be further deferred by an employee for additional five-year periods, so long as each election is made while the participant is still an employee and at least 12 months prior to the scheduled distribution date. In the event of the death of a participant, all unpaid deferrals of the participant under the SPDP are promptly distributed. Distributions may also be made in the event the participant experiences an Unforeseeable Emergency (as defined in the SPDP) in accordance with the terms of the SPDP. Amendment and Termination. The SPDP Committee may at any time discontinue offerings of share units under the SPDP and may terminate the SPDP at any time. The SPDP Committee may also amend the SPDP at any time, subject to the provisions of the SPDP. Other Information. In the event of a stock split, stock dividend, or other change in the corporate structure of AT&T, as described in the SPDP, affecting the shares that may be issued under the SPDP, an adjustment shall be made in the number and class of shares which may be delivered under the SPDP as may be determined by the SPDP Committee.

  35. Director Compensation

    Director Compensation The compensation of Directors is determined by the Board with the advice of the Governance and Policy Committee. The Governance and Policy Committee is composed entirely of independent Directors. None of our employees serve on this Committee. The Committee’s current members are Matthew K. Rose (Chair), William E. Kennard, Beth E. Mooney and Luis A. Ubiñas. Under its charter, the Committee annually reviews the compensation and benefits provided to Directors for their service and makes recommendations to the Board for changes. This includes not only Director retainers, but also Director compensation and benefit plans. The Committee’s charter authorizes the Committee to employ independent compensation and other consultants to assist in fulfilling its duties. From time to time, the Committee engages a compensation consultant to advise the Committee and to provide information regarding director compensation paid by other public companies, which may be used by the Committee to make compensation recommendations to the Board. In addition, the Chief Executive Officer may make recommendations to the Committee or the Board about types and amounts of appropriate compensation and benefits for Directors. Directors who are employed by us or one of our subsidiaries receive no separate compensation for serving as directors or as members of Board committees.

  36. Director Compensation

    | AT&T INC. | 32 | 2026 PROXY |

  37. Director Compensation

    | CORPORATE GOVERNANCE | |

  38. Director Compensation

    The Company offers Directors both cash and equity compensation as set out in the table below. Directors have the ability to defer their annual retainers and earn interest or may defer their cash compensation through deferred stock units (See Director Plans).

  39. Director Compensation

    | 2025 Compensation | Amount ($) | | Annual Retainer | 140,000 | | Lead Director | 60,000 | | Committee Chair Retainer | | | Audit Committee | 40,000 | | Human Resources Committee | 30,000 | | Corporate Development and Finance Committee | 25,000 | | Governance and Policy Committee | 25,000 | | Annual Award of Deferred Stock Units | 220,000 | | Annual Communications Services Stipend | | | With AT&T’s service area | 4,000 | | Outside AT&T’s service area | 6,000 |

  40. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The following table contains information regarding compensation provided to each person who served as a Director during 2025 (excluding Mr. Stankey, whose compensation is included in the Summary Compensation Table and related tables and disclosure).

  41. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | SCOTT T. FORD | $140,000 | $220,000 | $250,000 | $610,000 | | KELLY J. GRIER(d) | $105,000 | $154,301 | $11,972 | $271,273 | | GLENN H. HUTCHINS | $0 | $0 | $262,698 | $262,698 | | WILLIAM E. KENNARD | $200,000 | $220,000 | $11,312 | $431,312 | | STEPHEN J. LUCZO | $171,250 | $220,000 | $0 | $391,250 | | MARISSA A. MAYER | $140,000 | $220,000 | $10,429 | $370,429 | | MICHAEL B. MCCALLISTER | $140,000 | $220,000 | $0 | $360,000 | | BETH E. MOONEY | $170,000 | $220,000 | $10,174 | $400,174 | | MATTHEW K. ROSE | $167,083 | $220,000 | $11,557 | $398,640 | | CYNTHIA B. TAYLOR | $180,000 | $220,000 | $0 | $400,000 | | LUIS A. UBIÑAS | $140,000 | $220,000 | $0 | $360,000 |

  42. 2025 DIRECTOR COMPENSATION TABLE

    NOTE (a). The table below shows the number of deferred stock units or shares of common stock purchased in 2025 by each Director with their retainers. The deferred stock units were purchased under the Non-Employee Director Stock and Deferral Plan, and the shares of common stock were purchased under the Non-Employee Director Stock Purchase Plan.

  43. 2025 DIRECTOR COMPENSATION TABLE

    | Director | Deferred Stock Units Purchased in 2025 | | SCOTT T. FORD | 4,838 | | STEPHEN J. LUCZO | 5,922 | | MARISSA A. MAYER | 4,838 | | MATTHEW K. ROSE | 5,776 | | CYNTHIA B. TAYLOR | 6,220 |

  44. 2025 DIRECTOR COMPENSATION TABLE

    NOTE (b). Amounts in this column represent the annual grant of deferred stock units that are immediately vested but are not distributed until after the retirement of the Director. The deferred stock units will be paid out in cash in the calendar year after the Director ceases his or her service with the Board, at the times elected by the Director. The aggregate number of stock awards outstanding at December 31, 2025, for each Director can be found in the “Common Stock Ownership” section beginning on page 36. NOTE (c). Amounts in this column include personal benefits for Directors that in the aggregate equal or exceed $10,000, which for 2025 consisted of communications equipment and the annual communications concession stipend provided under the AT&T Board of Directors Communications Concession Program (described on page 33) and miscellaneous items, as follows: Ms. Grier ($8,998 and $2,974, respectively), Mr. Hutchins ($6,000 and $6,698, respectively), Mr. Kennard ($7,398 and $3,914, respectively), Ms. Mayer ($6,000 and $4,429, respectively), Ms. Mooney ($6,000 and $4,174, respectively), Mr. Rose ($7,699 and $3,858, respectively). In addition, a charitable contribution of $250,000 was made on behalf of each of Mr. Hutchins and Mr. Ford to a charity of their choice in connection with their retirements from the Board in May 2025 and September 2025, respectively. NOTE (d). Ms. Grier was elected to the Board on September 1, 2025. Amounts in the Fees Earned or Paid in Cash and the Stock Awards columns include prorated amounts for service from her election until the 2026 Annual Meeting.

  45. 2025 DIRECTOR COMPENSATION TABLE

    | AT&T INC. | 34 | 2026 PROXY |

  46. 2025 DIRECTOR COMPENSATION TABLE

    | COMMON STOCK OWNERSHIP | |

  47. 2025 KEY ACCOMPLISHMENTS

    | (3) We define industry with the following peer companies: Charter, Comcast, T-Mobile, and Verizon. |

  48. 2025 Short-Term Award Results

    2025 Short-Term Award Results

  49. 2025 Short-Term Award Results

    | Metric | Metric Weight | Attainment | Payout % | | Compensation Adjusted Operating Income (Adj OI) | 60% | 104% | 118% | | Free Cash Flow (FCF) | 20% | 100% | 101% | | Strategic Component | 20% | N/A | 105% | | Weighted Average Payout | | | 112% |

  50. 2025 Short-Term Award Results

    See additional details in the section How NEOs Were Paid for Performance in 2025.

  51. Long-Term Award – Performance Share Component Results for 2023-2025 Performance Period

    Long-Term Award – Performance Share Component Results for 2023-2025 Performance Period

  52. Long-Term Award – Performance Share Component Results for 2023-2025 Performance Period

    | Metric | Metric Weight | Attainment | Payout% | | 3-Year Compensation Adjusted Earnings Per Share (Adj EPS) Compound Annual Growth Rate (CAGR) | 50% | 0.6% | 128% | | 3-Year Average Return on Invested Capital (ROIC) | 50% | 9.7% | 120% | | 3-Year Relative Total Stockholder Return (TSR) Payout Modifier | +20%, 0% or -20% | Quartile 3 | 0% | | Final Long-Term Payout | | | 124% |

  53. Long-Term Award – Performance Share Component Results for 2023-2025 Performance Period

    See additional detail in sections 2023-2025 Long-Term Incentive Adj EPS Growth and ROIC – Actual Performance, Attainment and Payout and Long-Term Incentive Awards with Performance or Restriction Periods Ending in 2025 or early 2026 below.

  54. PAY GOVERNANCE

    | ✓ OUR PRACTICES | û WHAT WE DON’T DO | | ✓ Pay for performance. ✓ Multiple performance metrics and multi-year time horizons. ✓ Stock ownership and holding period requirements. ✓ Regular engagement with stockholders. ✓ Dividend equivalents. ✓ Restitution and Clawback policies. ✓ Severance policy limits payments to 2.99 times salary and target bonus. | û No “single trigger” change in control provisions. û No tax gross-ups, except in extenuating circumstances. û No hedging or short sales of AT&T stock or stock-based awards and no guaranteed bonuses. û No supplemental executive retirement benefits for officers promoted/hired after 2008. û No excessive dilution; as of July 1, 2025, our total dilution was 0.9% of outstanding stock. |

  55. ELEMENTS OF 2025 COMPENSATION

    | | Reward Element | Focus | Link to Business and Talent Strategies | | FIXED PAY | Base Salary | Current Year | • Provides current compensation for the day-to-day responsibilities. • Current pay level recognizes experience, skill and performance, with the goal of being market competitive. • Future adjustments may be based on individual performance, pay relative to other executives and/or pay relative to market. | | AT-RISK PAY | Short-Term Incentives | Current Year | • Aligns pay with the achievement of short-term Company objectives. • Payouts are based on achievement of predetermined goals, with potential for adjustment (up or down) by the Committee to align pay with actual performance. | | | Long-Term Incentives | Multi-year | • Motivates and rewards the achievement of long-term Company objectives with 75% Performance Shares and 25% Restricted Stock Units. • Aligns executive and stockholder interests. |

  56. DETERMINING 2025 TARGET COMPENSATION

    DETERMINING 2025 TARGET COMPENSATION The Committee uses market data as the starting point for determining Executive Officer compensation. The independent consultant compiles data from peer companies using both proxy data and third-party compensation surveys, then presents findings to the Committee for their review and decision-making process. How the Peer Group Was Chosen The Committee, in consultation with its independent consultant and considering feedback from our stockholders, maintained the same peer group from 2024, which continues to reflect AT&T’s scope (revenue, market capitalization and enterprise value), investments in technology and tech-enabled services, and competitors for talent and investor dollars.

  57. DETERMINING 2025 TARGET COMPENSATION

    | 2025 AT&T Peer Group | | | | | | | | | Boeing | Cisco | General Electric | IBM | Netflix | Salesforce | UPS | Walmart | | Charter | Comcast | General Motors | Intel | Oracle | T-Mobile US | Verizon | Walt Disney |

  58. DETERMINING 2025 TARGET COMPENSATION

    | | 2025 Total Compensation | | | | | NEO | Base Salary | Target Short-Term | Target Long-Term | Total | | John Stankey | $2,400,000 | $5,600,000 | $19,500,000 | $27,500,000 | | Pascal Desroches | $1,250,000 | $2,750,000 | $8,500,000 | $12,500,000 | | Lori Lee | $900,000 | $1,500,000 | $5,600,000 | $8,000,000 | | David McAtee | $1,300,000 | $2,750,000 | $7,000,000 | $11,050,000 | | Jeff McElfresh | $1,250,000 | $2,750,000 | $9,000,000 | $13,000,000 |

  59. HOW NEOs WERE PAID FOR PERFORMANCE IN 2025

    HOW NEOs WERE PAID FOR PERFORMANCE IN 2025 2025 Short-Term Incentive Awards – Performance Targets After reviewing the business strategy and plan in early 2025 and considering stockholder feedback, the Committee decided to make no change to performance metrics applicable to 2025 short-term incentive awards given their continued link to our business strategy and success in focusing leaders to achieve AT&T’s financial, operational and strategic goals. For Executive Officers, it chose to maintain the strategic metric with a 20% weighting to further drive performance within the framework of AT&T’s culture, purpose and strategy. Targets for each metric were thoughtfully updated year over year to ensure incentivized performance while balancing risk taking.

  60. 2025 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    2025 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

  61. 2025 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    | 2026 PROXY | 45 | AT&T INC. |

  62. 2025 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    | SHORT-TERM INCENTIVE PAYOUT TABLE STRUCTURE (Financial Metrics) | | | | | Payout Level | Attainment | Payout | Adj OI and FCF each have a payout table that uses the same structure. Interpolation is used to determine payout percentages for results that fall between attainment levels shown. | | Maximum | 110% | 150% | | | Target | 100% | 100% | | | | 94% | 50% | | | Threshold | 82% | 30% | |

  63. 2025 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    2025 Short-Term Incentive Awards – Performance Attainment and Associated Payout Percentages Final Award Determination: The table below shows the performance adjusted award payout for each NEO based on the achievement of the goals set by the Committee.

  64. 2025 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    | NEO | Target Short-Term | Short-Term Payout % | Final Award Paid | | John Stankey | $5,600,000 | 112% | $6,272,000 | | Pascal Desroches | $2,750,000 | 112% | $3,080,000 | | Lori Lee | $1,500,000 | 112% | $1,680,000 | | David McAtee | $2,750,000 | 112% | $3,080,000 | | Jeff McElfresh | $2,750,000 | 112% | $3,080,000 |

  65. 2025 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    The Committee maintains the discretion to adjust the formula-driven payout as it deems appropriate in order to align Executive Officer pay with performance. The Committee made a $300,000 discretionary award to David McAtee for his strategic leadership in executing the disposition of the remaining stake in DIRECTV and reaching an agreement to acquire Lumen’s mass markets fiber business and spectrum from EchoStar, building on the Company’s leadership in fiber and 5G. The Committee made no other discretionary adjustments for NEOs in 2025.

  66. 2025 Short-Term Incentive Performance Goals and Attainment

    2025 Short-Term Incentive Performance Goals and Attainment

  67. 2025 Short-Term Incentive Performance Goals and Attainment

    | AT&T INC. | 46 | 2026 PROXY |

  68. 2025 Short-Term Incentive Performance Goals and Attainment

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  69. 2025 Short-Term Incentive Performance Goals and Attainment

    | 1. Operating Income results were adjusted as follows: | | 2. Free Cash Flow results were adjusted as follows: | | | Operating Income | $24,162 | Free Cash Flow | $16,586 | | Adjustments per Grant Terms: | | Adjustments per Grant Terms: | | | Merger & Acquisition Activity | $98 | Tax Reform Benefit | ($1,550) | | Natural Disaster | $305 | Incremental Pension Contributions | $1,150 | | Severance & Restructure | $897 | | | | Legal Matter | $372 | | | | Benefit Plans, Rabbi Trusts & Compensation | ($116) | | | | Operating Income for Compensation | $25,718 | Free Cash Flow for Compensation | $16,186 |

  70. Strategic Metric Results—20% Weighting

    | • | 79% of AT&T management employees reported being committed and engaged, surpassing the large, unionized company benchmark of 76%, but below the Fortune 100 benchmark of 85%. We also exceeded Fortune 100 benchmarks in supervisor feedback, employee retention intent, and perceptions of fair compensation. |

  71. Strategic Metric Results—20% Weighting

    | • | An agreement to acquire significant spectrum from EchoStar. We deployed the mid-band spectrum in less than 8 weeks, under a short-term spectrum manager lease, further strengthening AT&T’s 5G network capacity and performance. |

  72. LONG-TERM INCENTIVE PLAN AWARDS

    LONG-TERM INCENTIVE PLAN AWARDS Below we describe long-term awards our NEOs earned in 2025 or early 2026. Performance shares granted in 2023

  73. LONG-TERM INCENTIVE PLAN AWARDS

    | • | Comprise 75% of the Long-Term Award and span a three-year performance period from 2023 to 2025, with 50% Adj EPS Growth, 50% ROIC and relative TSR payout modifier metrics. |

  74. LONG-TERM INCENTIVE PLAN AWARDS

    | • | The payout value is based on the combination of performance attainment and common stock price performance. |

  75. LONG-TERM INCENTIVE PLAN AWARDS

    | • | Each Performance Share is a notional share equal in value to a share of common stock, which causes the value of the award to fluctuate directly with changes in our stock price over the performance period. |

  76. LONG-TERM INCENTIVE PLAN AWARDS

    | • | Once vested, Performance Shares settle 66% in cash and 34% in common stock. |

  77. LONG-TERM INCENTIVE PLAN AWARDS

    | (1) Based on analysis by Ookla® of Speedtest Intelligence® data for Q1/Q2 2025. Ookla trademarks used under license and reprinted with permission. |

  78. LONG-TERM INCENTIVE PLAN AWARDS

    | (2) We define industry with the following peer companies: Charter, Comcast, T-Mobile, and Verizon. |

  79. LONG-TERM INCENTIVE PLAN AWARDS

    | (3) See Annex A for reconciliation of non-GAAP financial results. |

  80. LONG-TERM INCENTIVE PLAN AWARDS

    | AT&T INC. | 48 | 2026 PROXY |

  81. LONG-TERM INCENTIVE PLAN AWARDS

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  82. LONG-TERM INCENTIVE PLAN AWARDS

    | • | The amount of cash to be paid is based on our stock price on the date the award payout is approved. When combined with the RSU distribution, NEOs receive 50% of their long-term incentive compensation distributions in stock. |

  83. LONG-TERM INCENTIVE PLAN AWARDS

    | • | Dividend equivalents are paid at the end of the performance period, based on number of Performance Shares earned. |

  84. LONG-TERM INCENTIVE PLAN AWARDS

    Restricted stock units granted in 2022, 2023 and 2024

  85. LONG-TERM INCENTIVE PLAN AWARDS

    | • | Comprise 25% of the Long-Term Award, have a three-year restriction period and vest ratably. |

  86. LONG-TERM INCENTIVE PLAN AWARDS

    | • | RSUs vest and pay in common stock 33-1/3% per year over three years unless they vest earlier due to retirement eligibility. They distribute on the normal schedule regardless of when they vest. |

  87. LONG-TERM INCENTIVE PLAN AWARDS

    | • | The payout value is based on common stock price performance. Dividend equivalents are paid quarterly in cash on the number of shares outstanding. |

  88. LONG-TERM INCENTIVE PLAN AWARDS

    2023-2025 Long-Term Incentive Adj EPS Growth and ROIC – Actual Performance, Attainment and Payout

  89. Relative TSR Payout Modifier - Payout Table and Actual Performance

    Relative TSR Payout Modifier - Payout Table and Actual Performance The following chart shows the payout table and actual performance for the relative TSR modifier applicable to the 2023 Performance Share grant:

  90. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | Relative TSR Payout Modifier for the 2023 - 2025 Performance Period | | | | | | | AT&T Return vs. Peer Group | Payout Modifier | | | | Top Quartile | Add 20 percentage points to final Adj EPS Growth and ROIC payout percentage (only if AT&T’s TSR is positive) | | Our 3-year TSR of 59.8% ranks us in the 40th percentile of the peer group | | Quartile 2 | No adjustment to Adj EPS Growth and ROIC payout percentage | | | | Quartile 3 | | | | | Bottom Quartile | Subtract 20 percentage points from final Adj EPS Growth and ROIC payout percentage |

  91. Relative TSR Payout Modifier - Payout Table and Actual Performance

    TSR was measured relative to the peer group shown below. This peer group was established at the time of grant.

  92. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | TSR Peer Group for 2023 Performance Share Grant | | | | | | | | Alphabet | Boeing | Comcast | IBM | Netflix | T-Mobile US | Walmart | | Amazon | Charter | General Electric | Intel | Oracle | UPS | Walt Disney | | Apple | Cisco | General Motors | Microsoft | Salesforce | Verizon | |

  93. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | AT&T INC. | 50 | 2026 PROXY |

  94. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  95. Relative TSR Payout Modifier - Payout Table and Actual Performance

    Long-Term Incentive Awards with Performance or Restriction Periods Ending in 2025 or early 2026 Final Award Determination: Performance Shares Granted in 2023 (75% of the Long-Term Award)

  96. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | | | Shares and Performance Payout Shares granted X (Adj EPS Growth & ROIC Payout +/- TSR Modifier) = Shares Distributed | | | | Final Award | | NEO | Target Value | Shares Granted | Adj EPS Growth & ROIC Payout | TSR Modifier | Shares Distributed | Shares Distributed X $25.13 | | J. Stankey | $12,375,000 | 618,750 | 124% | 0 | 767,250 | $19,280,993 | | P. Desroches | $5,625,000 | 281,250 | 124% | 0 | 348,750 | $8,764,088 | | L. Lee | $3,843,750 | 192,188 | 124% | 0 | 238,313 | $5,988,809 | | D. McAtee | $5,250,000 | 262,500 | 124% | 0 | 325,500 | $8,179,815 | | J. McElfresh | $6,750,000 | 337,500 | 124% | 0 | 418,500 | $10,516,905 |

  97. Relative TSR Payout Modifier - Payout Table and Actual Performance

    On January 26, 2023, the Committee awarded the Performance Share grant values shown above. The Company’s common stock price change and the Adj EPS Growth and ROIC payout over the 3-year performance period increased the value of the shares earned. Therefore, NEOs realized 156% of the award. Final Award Determination: Restricted Stock Units Granted in 2022, 2023 and 2024 (25% of the Long-Term Award)

  98. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | | Granted January 27, 2022 33-1/3% of shares granted X $21.80 = Final Award Paid | | | Granted January 26, 2023 33-1/3% of shares granted X $21.80 = Final Award Paid | | | Granted January 25, 2024 33-1/3% of shares granted X $21.80 = Final Award Paid | | | | NEO | Target Value | Shares Granted | Third Tranche of Award Paid | Target Value | Shares Granted | Second Tranche of Award Paid | Target Value | Shares Granted | First Tranche of Award Paid | | J. Stankey | $1,125,000 | 56,917 | $1,240,791 | $1,375,000 | 68,750 | $1,498,750 | $1,375,000 | 80,035 | $1,744,763 | | P. Desroches | $625,000 | 31,621 | $689,338 | $625,000 | 31,250 | $681,250 | $708,333 | 41,230 | $898,814 | | L. Lee | $460,417 | 23,294 | $507,809 | $427,083 | 21,354 | $465,517 | $427,083 | 24,859 | $541,926 | | D. McAtee | $570,833 | 28,880 | $629,584 | $583,333 | 29,167 | $635,841 | $583,333 | 33,954 | $740,197 | | J. McElfresh | $833,333 | 42,161 | $919,110 | $750,000 | 37,500 | $817,500 | $750,000 | 43,655 | $951,679 |

  99. Relative TSR Payout Modifier - Payout Table and Actual Performance

    The Committee awarded the ratable vesting RSU grant values shown above. The number of shares granted in 2022 was adjusted for the WarnerMedia spin-off. The Company’s common stock price change during the restriction period increased the value of the units granted. Each NEO realized 110% of the annual award granted in 2022, 109% of the annual award granted in 2023 and 127% of the annual award granted in 2024.

  100. 2025 LONG-TERM GRANTS

    2025 LONG-TERM GRANTS The following table summarizes annual awards of Performance Shares and RSUs granted in January 2025. The total long-term target for 2025 is shown in the 2025 Total Target Compensation and Pay Mix section above.

  101. 2025 LONG-TERM GRANTS

    | Name | Performance Shares ($) | RSUs ($) | Weight, Metrics and Vesting Period | | | | | | Performance Shares | RSUs | | John Stankey | 14,625,000 | 4,875,000 | • 75% Weight • 50% Adj EPS Growth and 50% ROIC with Relative TSR Payout Modifier of 20% (only if positive), 0%, or -20% • 3-year performance period | • 25% Weight • Payout value based on common stock price performance only • 3-year restriction period with annual ratable vesting | | Pascal Desroches | 6,375,000 | 2,125,000 | | | | Lori Lee | 4,200,000 | 1,400,000 | | | | David McAtee | 5,250,000 | 1,750,000 | | | | Jeff McElfresh | 6,750,000 | 2,250,000 | | |

  102. 2025 LONG-TERM GRANTS

    | 2026 PROXY | 51 | AT&T INC. |

  103. 2025 PERFORMANCE SHARE GRANTS

    2025 PERFORMANCE SHARE GRANTS The Performance Shares granted in 2025 are for the 2025-2027 performance period. The Committee determined that the Performance Shares would be tied to Adj EPS Growth and ROIC performance metrics with a payout modifier based on a comparison of AT&T’s TSR to the companies comprising the S&P 500 Index. Adj EPS Growth and ROIC Goals—Payout Table Calculation and Description We established a three-year Adj EPS CAGR performance target and a three-year average ROIC performance target at the beginning of the three-year performance period. Payouts may occur above or below the target depending on performance attainment. Adj EPS is net income attributable to common stock adjusted for the performance exclusions discussed below, divided by the weighted average shares outstanding for the relevant year. A three-year CAGR is then computed by comparing the Adj EPS for the final year of the performance period to the Adj EPS in the base year of the performance period (year-end 2024), to determine the final performance target. ROIC for the 2025-2027 performance period is net income adjusted for the performance exclusions discussed below, and adjusted to add back after-tax interest expense, divided by the total of the average debt and average stockholder equity for the relevant year. The ROIC for each year is then averaged over the three-year performance period to determine the final performance target. We do not disclose the internal absolute performance targets set for the three-year performance period because such disclosure would include competitively sensitive information and could be construed as earnings guidance; however, Adj EPS and ROIC performance targets are generally aligned to the Company’s long-term financial objectives and are disclosed following the end of the performance period. Potential payouts range from 0% to 200% of the number of Performance Shares granted. Performance Exclusions The following performance exclusions apply to the 2025 Performance Share grants. For mergers and acquisitions and disposition activity for significant equity investments or direct or indirect ownership over $2.0 billion, we exclude the impacts of intangible amortization, asset write-offs and impairments, accelerated depreciation, and transaction and restructuring costs so that the impact of certain significant transactions, including those which may not have been contemplated in the determination of a performance metric, will not have an impact on the performance results. We also exclude the impacts of certain matters to the extent the collective net impact of such matters in one of the following specific categories exceeds $300 million in a calendar year: changes in accounting principles, changes in federal or state tax laws, expenses caused by natural disasters, accounting write-downs of goodwill, other intangible assets and fixed assets and accelerated depreciation of fixed assets related to strategic structural changes, accounting gains/losses from asset dispositions and costs related to a legal matter and severance. Further exclusions are dilutive or accretive impact to EPS from repurchases of common shares that varies from budgeted levels of repurchases and impacts related to issuances of common shares for purposes of merger and acquisition activity. Additionally, we disregard the actuarial mark-to-market gains and losses related to the assets and liabilities and other post-retirement benefit plans and rabbi trusts and compensation and benefit plan funding that varies from budget. TSR Performance Modifier We believe that TSR is an important measure because it helps ensure that our executives’ interests are aligned with those of stockholders. This modifier provides that 2025 Performance Share Award payouts may be adjusted based on our positive or negative TSR (stock appreciation plus reinvestment of dividends) performance relative to the companies comprising the S&P 500 Index. TSR performance will be measured by using a beginning stock price based on the average closing price for the 30 trading days immediately prior to the performance period and an ending stock price based on the average closing price for the last 30 trading days of the performance period.

  104. 2025 PERFORMANCE SHARE GRANTS

    | AT&T INC. | 52 | 2026 PROXY |

  105. 2025 PERFORMANCE SHARE GRANTS

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  106. RELATIVE TSR PAYOUT MODIFIER

    RELATIVE TSR PAYOUT MODIFIER

  107. FOR THE 2025-2027 PERFORMANCE PERIOD

    | AT&T Return vs. S&P 500 Index | Payout Modifier | | Top Quartile | Add 20 percentage points to final Adj EPS Growth and ROIC payout percentage (only if AT&T’s TSR is positive) | | Quartile 2 Quartile 3 | No Adjustment to Adj EPS Growth/ROIC Payout Percentage | | Quartile 4 | Subtract 20 Percentage Points from Final Adj EPS Growth/ROIC Payout Percentage |

  108. FOR THE 2025-2027 PERFORMANCE PERIOD

    At the end of the performance period, the number of Performance Shares to be paid out, if any, will be determined by comparing the actual performance of the Company against the predetermined performance objectives for Adj EPS Growth and ROIC and modifying the awards for relative TSR achievement, if applicable. In addition, the Committee may make discretionary adjustments. Combined Performance Shares and RSU distribution is 50% cash and 50% stock.

  109. 2025 RESTRICTED STOCK UNIT GRANTS

    2025 RESTRICTED STOCK UNIT GRANTS The Committee awarded 2025 RSU grants that will vest and distribute 33-1/3% each year over three years. Other grant terms include: (i) dividend equivalents paid quarterly on outstanding RSU grants in cash at the time regular dividends are paid on our common stock, (ii) paid 100% in stock to further tie executives’ interests to those of stockholders, (iii) fully vested at grant for retirement eligible officers; however, the award does not distribute until the scheduled distribution date and (iv) continues to comprise 25% of NEOs’ total long-term incentives with 75% of total long-term incentives granted in the form of Performance Shares. In limited circumstances, such as new hires, enhanced retention, promotion, and succession planning needs, the Committee may consider and make one-time awards to drive business results and long-term stockholder value. In each case, award value, vesting terms, and other terms will vary based on competitive market conditions for high-quality talent. The Committee anticipates that grants of significant value will include performance conditions and retains the flexibility to include such conditions. In 2025, the Committee granted Mr. McElfresh 69,469 RSUs, valued at approximately $2,000,000, in addition to his annual RSU award. This award fully vests in September 2029, is designed to align with long-term stockholder interests, and does not vest upon retirement eligibility. No other RSU awards outside of the annual awards were made to NEOs in 2025. In approving the award to Mr. McElfresh, the Committee, with input from independent advisors, carefully considered competitive market dynamics, increased demand for experienced operational leadership across the industry, and Mr. McElfresh’s critical role at the Company. In particular, the Committee considered his strategic leadership responsibilities related to the Company’s capital allocation plan announced in connection with Analyst and Investor Day in December 2024, his expected role in supporting the timely closing of the Lumen acquisition and his planned leadership of the business following the closing to build on the Company’s leadership in fiber and 5G. The Committee considered its view that such awards be granted in limited circumstances, and determined that the award was necessary to address the competitive talent market and recognize the heightened importance of retaining highly qualified executives.

  110. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT The Committee is authorized by its charter to employ an independent compensation consultant and other advisors. The Committee has selected Frederic W. Cook & Co., Inc. (FW Cook) to serve as its independent consultant. The consultant reports directly to the Committee. Other than advising the Governance and Policy Committee on director compensation, FW Cook provides no other services to AT&T. The consultant:

  111. INDEPENDENT COMPENSATION CONSULTANT

    | • | Attends all Committee meetings; |

  112. INDEPENDENT COMPENSATION CONSULTANT

    | • | Regularly updates the Committee on market trends, changing practices and legislation pertaining to executive compensation and benefits; |

  113. INDEPENDENT COMPENSATION CONSULTANT

    | • | Reviews the Company’s executive compensation strategy and program to ensure appropriateness and market competitiveness; |

  114. INDEPENDENT COMPENSATION CONSULTANT

    | • | Makes recommendations on the design of the compensation program and the balance of pay-for-performance elements; |

  115. INDEPENDENT COMPENSATION CONSULTANT

    | • | Provides market data for jobs held by senior leaders; |

  116. INDEPENDENT COMPENSATION CONSULTANT

    | • | Analyzes compensation from other companies’ proxy and financial statements for the Committee’s review when making compensation decisions; |

  117. INDEPENDENT COMPENSATION CONSULTANT

    | • | Assists the Committee in making pay determinations for the CEO; and |

  118. INDEPENDENT COMPENSATION CONSULTANT

    | • | Advises the Committee on the appropriate comparator groups for compensation and benefits as well as the appropriate peer group against which to measure long-term performance. |

  119. INDEPENDENT COMPENSATION CONSULTANT

    The Committee evaluated the consultant’s independence as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Based on its evaluation, the Committee has determined that the consultant met the criteria for independence.

  120. INDEPENDENT COMPENSATION CONSULTANT

    | 2026 PROXY | 55 | AT&T INC. |

  121. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below discloses compensation provided to AT&T’s Named Executive Officers (NEOs), including the Chief Executive Officer, the Chief Financial Officer, and the other three most highly compensated Executive Officers. Compensation information is provided for the years each person in the table was a Named Executive Officer since 2023.

  122. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non- Equity Incentive Plan Compen- sation ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compen- sation ($)(4) | Total ($) | | J. STANKEY CEO | 2025 | 2,400,000 | 0 | 19,500,012 | 0 | 6,272,000 | 1,496,923 | 237,937 | 29,906,872 | | | 2024 | 2,400,000 | 0 | 16,499,998 | 0 | 5,992,000 | 1,205,340 | 313,507 | 26,410,845 | | | 2023 | 2,400,000 | 0 | 16,500,000 | 0 | 6,440,000 | 750,966 | 359,191 | 26,450,157 | | P. DESROCHES Sr. Exec. Vice Pres. & CFO | 2025 | 1,250,000 | 0 | 8,500,005 | 0 | 3,080,000 | 35,462 | 814,684 | 13,680,151 | | | 2024 | 1,250,000 | 0 | 10,499,992 | 0 | 2,942,500 | 0 | 784,627 | 15,477,119 | | | 2023 | 1,250,000 | 0 | 7,500,000 | 0 | 3,162,500 | 34,220 | 713,321 | 12,660,041 | | L. LEE GMO & Sr. Exec. Vice Pres. - International | 2025 | 875,000 | 0 | 5,599,999 | 0 | 1,680,000 | 436,916 | 285,429 | 8,877,344 | | | 2024 | 750,000 | 0 | 7,124,998 | 0 | 1,444,500 | 322,312 | 248,093 | 9,889,903 | | | 2023 | 750,000 | 250,000 | 5,125,020 | 0 | 1,552,500 | 0 | 159,739 | 7,837,259 | | D. MCATEE Sr. Exec. Vice Pres. & General Counsel | 2025 | 1,300,000 | 300,000 | 7,000,004 | 0 | 3,080,000 | 433,980 | 254,039 | 12,368,023 | | | 2024 | 1,300,000 | 0 | 9,000,006 | 0 | 2,889,000 | 197,076 | 251,189 | 13,637,271 | | | 2023 | 1,300,000 | 0 | 7,000,000 | 0 | 3,105,000 | 315,467 | 671,096 | 12,391,563 | | J. MCELFRESH Chief Operating Officer | 2025 | 1,250,000 | 0 | 11,000,018 | 0 | 3,080,000 | 329,647 | 282,074 | 15,941,739 | | | 2024 | 1,250,000 | 0 | 10,999,999 | 0 | 2,942,500 | 262,347 | 165,759 | 15,620,605 | | | 2023 | 1,208,333 | 0 | 9,000,000 | 0 | 3,162,500 | 239,520 | 219,303 | 13,829,656 |

  123. SUMMARY COMPENSATION TABLE

    NOTE 1. Three of the NEOs deferred portions of their 2025 salary and/or non-equity incentive awards into the Stock Purchase and Deferral Plan to make monthly purchases of Company stock in the form of stock units based on the market price of AT&T stock as follows: Mr. Desroches—$3,125,000; Ms. Lee—$52,500; and Mr. McElfresh—$433,000. Each unit that the employee purchases is paid out in the form of a share of AT&T stock at the time elected by the employee, along with applicable matching shares. The value of the matching contributions made during the relevant year is included under “All Other Compensation.” A description of the Stock Purchase and Deferral Plan may be found on page 68. Salary changes are effective March 1. NOTE 2. Amounts in the Stock Awards column for 2025 represent the grant date values of annual Performance Share and Restricted Stock Unit Awards, and the one-time Restricted Stock Unit award for Mr. McElfresh (details may be found starting on page 53). The grant date values of annual Performance Shares included in the table for 2025 were: Mr. Stankey—$14,625,009; Mr. Desroches—$6,375,004; Ms. Lee—$4,199,993; Mr. McAtee—$5,250,003; and Mr. McElfresh—$6,750,004. The number of Performance Shares distributed at the end of the performance period is dependent upon the achievement of performance goals. Depending upon such achievement, the potential payouts range from 0% of the target number of Performance Shares to a maximum payout of 200% of the target number of Performance Shares. The grant date value of the one-time Restricted Stock Unit Award for Mr. McElfresh is $2,000,013. The value of the awards (Performance Shares and Restricted Stock Units) will be further affected by the price of AT&T stock at the time of distribution. The grant date values were determined pursuant to FASB ASC Topic 718. Assumptions used for determining the value of the stock awards reported in these columns are set forth in the relevant AT&T Annual Report to Stockholders in Note 15 to Consolidated Financial Statements, “Share-Based Payments.”

  124. SUMMARY COMPENSATION TABLE

    | 2026 PROXY | 57 | AT&T INC. |

  125. SUMMARY COMPENSATION TABLE

    NOTE 3. Under this column, we report earnings on deferrals of salary and incentive awards to the extent the earnings exceed a market rate specified by SEC rules. For 2025, no excess interest is reported as the plan rate does not exceed the SEC market rate. The amounts reported under this heading represent an increase, if any, in actuarial value of the accumulated pension benefits during the reported period. NOTE 4. This column includes personal benefits, Company-paid life insurance premiums and Company matching contributions to deferral plans. AT&T does not provide tax reimbursements to Executive Officers except under the Company’s relocation plan. In valuing personal benefits, AT&T uses the incremental cost of the benefits to the Company. To determine the incremental cost of aircraft usage, we multiply the number of hours of personal flight usage (including “deadhead” flights) by the hourly cost of fuel (Company average) and the hourly cost of maintenance (where such cost is based on hours of use), and we add per flight fees such as landing, ramp and hangar fees, catering, and crew travel costs. Mr. Stankey reimbursed the Company for the incremental cost of his personal use of Company aircraft. In addition, designated executives receive commercial airline loyalty travel benefits at no incremental cost to the company.

  126. SUMMARY COMPENSATION TABLE

    | | Stankey | Desroches | Lee | McAtee | McElfresh | | Personal Benefits | | | | | | | Automobile | 28,821 | 15,641 | 15,904 | 22,852 | 16,559 | | Communications | 5,316 | 1,896 | 4,556 | 4,742 | 38,023 | | Company-Owned Memberships | 7,225 | 0 | 0 | 7,225 | 3,789 | | Financial Counseling | 14,099 | 14,000 | 22,295 | 23,018 | 14,000 | | Health Coverage | 105,642 | 31,980 | 151,116 | 151,116 | 26,980 | | Home security | 4,611 | 42,167 | 1,352 | 1,733 | 0 | | Personal Use of Aircraft | 0 | 0 | 2,342 | 12,939 | 12,939 | | Total Personal Benefits | 165,714 | 105,684 | 197,565 | 223,625 | 112,290 | | Company matching contributions to deferral plans | 16,800 | 709,000 | 52,125 | 16,800 | 143,850 | | Life insurance premiums applicable to the employee’s death benefit | 55,423 | 0 | 35,739 | 13,614 | 25,934 | | Total All Other Compensation | 237,937 | 814,684 | 285,429 | 254,039 | 282,074 |

  127. SUMMARY COMPENSATION TABLE

    | AT&T INC. | 58 | 2026 PROXY |

  128. SUMMARY COMPENSATION TABLE

    | EXECUTIVE COMPENSATION TABLES | |

  129. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  130. GRANTS OF PLAN-BASED AWARDS

    | Names | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (2,3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | STANKEY | 1/30/25 | 1,680,000 | 5,600,000 | 8,400,000 | | | | | | | | | | 1/30/25 | | | | 182,660 | 608,868 | 1,217,736 | | | | 14,625,009 | | | 1/30/25 | | | | | | | 202,956 | | | 4,875,003 | | DESROCHES | 1/30/25 | 825,000 | 2,750,000 | 4,125,000 | | | | | | | | | | 1/30/25 | | | | 79,621 | 265,404 | 530,808 | | | | 6,375,004 | | | 1/30/25 | | | | | | | 88,468 | | | 2,125,001 | | LEE | 1/30/25 | 450,000 | 1,500,000 | 2,250,000 | | | | | | | | | | 1/30/25 | | | | 52,456 | 174,854 | 349,708 | | | | 4,199,993 | | | 1/30/25 | | | | | | | 58,285 | | | 1,400,006 | | MCATEE | 1/30/25 | 825,000 | 2,750,000 | 4,125,000 | | | | | | | | | | 1/30/25 | | | | 65,570 | 218,568 | 437,136 | | | | 5,250,003 | | | 1/30/25 | | | | | | | 72,856 | | | 1,750,001 | | MCELFRESH | 1/30/25 | 825,000 | 2,750,000 | 4,125,000 | | | | | | | | | | 1/30/25 | | | | 84,305 | 281,016 | 562,032 | | | | 6,750,004 | | | 1/30/25 | | | | | | | 93,672 | | | 2,250,001 | | | 9/23/25 | | | | | | | 69,469 | | | 2,000,013 |

  131. GRANTS OF PLAN-BASED AWARDS

    NOTE 1. Represents Performance Share awards, discussed beginning on page 51. NOTE 2. Represents Restricted Stock Unit awards, discussed beginning on page 51. The units granted on January 30, 2025 are scheduled to vest 33-1/3% and distribute each year in February 2026, 2027, and 2028. Units will also vest upon an employee becoming retirement eligible; however, they are not distributed until the scheduled distribution date. All the NEOs were retirement eligible as of the grant date. NOTE 3. September 23, 2025 grant represents Mr. McElfresh’s Retention RSUs, discussed on page 53.

  132. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table Mr. Stankey The 2018 Incentive Plan provides that in the event an employee retires while retirement eligible under the plan, an award of Performance Shares will be prorated based on the number of months worked during the performance period. AT&T has provided that Performance Shares granted after September 28, 2017 to Mr. Stankey will not be prorated if he remains employed through December 30, 2020, or in the event of certain changes in his reporting. As a result of this provision, Mr. Stankey’s current and future Performance Share grants will not be prorated. Upon closing of the acquisition of WarnerMedia, Mr. Stankey was appointed CEO of Warner Media, LLC. As part of this position, he engaged in extensive business travel, which required him to file state and local income tax returns in a number of jurisdictions. AT&T has agreed to reimburse Mr. Stankey for any legal fees he incurs in the defense of his state and local income tax returns relating to periods when he was CEO of Warner Media.

  133. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    | 2026 PROXY | 59 | AT&T INC. |

  134. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

  135. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Option Unexer- cisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plans Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | STANKEY | | | | | | | | | | 25-27 Perf. Shares | | | | | 0 | 0 | 1,217,736 | 30,248,562 | | 24-26 Perf. Shares | | | | | 0 | 0 | 1,440,628 | 35,785,200 | | DESROCHES | | | | | | | | | | 25-27 Perf. Shares | | | | | 0 | 0 | 530,808 | 13,185,271 | | 24-26 Perf. Shares | | | | | 0 | 0 | 742,142 | 18,434,807 | | Strategic Alignment Award | | | | | 87,912 | 2,183,734 | 0 | 0 | | LEE | | | | | | | | | | 25-27 Perf. Shares | | | | | 0 | 0 | 349,708 | 8,686,747 | | 24-26 Perf. Shares | | | | | 0 | 0 | 447,468 | 11,115,105 | | Strategic Alignment Award | | | | | 87,912 | 2,183,734 | 0 | 0 | | MCATEE | | | | | | | | | | 25-27 Perf. Shares | | | | | 0 | 0 | 437,136 | 10,858,458 | | 24-26 Perf. Shares | | | | | 0 | 0 | 611,176 | 15,181,612 | | Strategic Alignment Award | | | | | 87,912 | 2,183,734 | 0 | 0 | | 2020 RSUs – Retention Grant | | | | | 372,294 | 9,247,783 | 0 | 0 | | MCELFRESH | | | | | | | | | | 25-27 Perf. Shares | | | | | 0 | 0 | 562,032 | 13,960,875 | | 24-26 Perf. Shares | | | | | 0 | 0 | 785,798 | 19,519,222 | | Strategic Alignment Award | | | | | 87,912 | 2,183,734 | 0 | 0 | | 2025 RSUs – Retention Grant | | | | | 69,469 | 1,725,610 | 0 | 0 |

  136. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    NOTE 1. Mr. McAtee’s 2020 grant of Restricted Stock Units vests in April 2030. The Strategic Alignment Award for Mr. Desroches, Ms. Lee, Mr. McAtee, and Mr. McElfresh vests in December 2027. Mr. McElfresh’s 2025 grant of Restricted Stock Units vests in September 2029. NOTE 2. Performance Shares are distributed after the end of the performance period shown for each award. The actual number of shares distributed is dependent upon the achievement of the related performance objectives and approval of the Committee. In this column, we report the number of outstanding Performance Shares and their theoretical value based on the price of AT&T stock on December 31, 2025. In calculating the number of Performance Shares and their value, we are required by SEC rules to compare the Company’s performance through 2025 for each outstanding Performance Share grant against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts. The performance measures for the 2024 and 2025 grants are 50% ROIC and 50% EPS Growth with a payout adjustment for the relative TSR modifier. As of the end of 2025, for the 2024 grant the ROIC achievement was above target, the EPS Growth achievement was above target and the TSR modifier was in the first quartile. As a result, the 2024 grant was reported based on the weighted achievement result for ROIC at the maximum payout and EPS Growth at the maximum payout with a 0% payout adjustment for the relative TSR modifier due to already being at the maximum payout. For the 2025 grant the ROIC achievement was above target, the EPS Growth achievement was above target and the TSR modifier was in the second quartile. As a result, the 2025 grant was reported based on the weighted achievement result for ROIC and EPS Growth at the maximum payout with a 0% payout adjustment for the relative TSR modifier.

  137. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | AT&T INC. | 60 | 2026 PROXY |

  138. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | EXECUTIVE COMPENSATION TABLES | |

  139. OPTION EXERCISES AND STOCK VESTED DURING 2025

    OPTION EXERCISES AND STOCK VESTED DURING 2025

  140. OPTION EXERCISES AND STOCK VESTED DURING 2025

    | | Option Awards | | Stock Awards (1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | STANKEY | 0 | 0 | 970,206 | 24,155,996 | | DESROCHES | 0 | 0 | 437,218 | 10,889,089 | | LEE | 0 | 0 | 296,598 | 7,388,814 | | MCATEE | 0 | 0 | 398,356 | 9,929,816 | | MCELFRESH | 0 | 0 | 512,172 | 12,766,906 |

  141. OPTION EXERCISES AND STOCK VESTED DURING 2025

    NOTE 1. The table above shows the Performance Shares and Restricted Stock Units that vested in 2025. The Restricted Stock Units that vested in 2025 were not distributed. Restricted Stock Units vest at the earlier of the scheduled vesting date or upon the employee becoming retirement eligible. If the units vest because of retirement eligibility, they are not distributed until the scheduled vesting date. Restricted Stock Units granted in 2025 to the NEOs vested at grant because of their retirement eligibility but will be distributed in prorated payments of 33-1/3% each year in 2026, 2027 and 2028: Mr. Stankey—202,956, Mr. Desroches—88,468, Ms. Lee—58,285, Mr. McAtee—72,856, and Mr. McElfresh—93,672.

  142. OPTION EXERCISES AND STOCK VESTED DURING 2025

    | 2026 PROXY | 61 | AT&T INC. |

  143. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2025)

    PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2025)

  144. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2025)

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits (1) ($) | Payments During Last Fiscal Year ($) | | STANKEY | Pension Benefit Plan—Nonbargained Program | 40 | 1,687,359 | 0 | | | Supplemental Retirement Income Plan (SRIP) | 19 | 366,234 | 0 | | | Supplemental Employee Retirement Plan (SERP) | 34 | 37,219,466 | 0 | | DESROCHES | Pension Benefit Plan—WarnerMedia Component Part | 9 | 316,994 | 0 | | | WarnerMedia Excess Pension Benefit Plan | 9 | 181,914 | 0 | | LEE | Pension Benefit Plan—Nonbargained Program | 28 | 1,350,983 | 0 | | | Pension Benefit Make Up Plan | 9 | 52,139 | 0 | | | SERP | 25 | 14,763,615 | 0 | | MCATEE | Pension Benefit Plan—MCB Program | 13 | 221,144 | 0 | | | Pension Benefit Make Up Plan | 13 | 2,080,443 | 0 | | MCELFRESH | Pension Benefit Plan—Mobility and Southeast Management Programs | 30 | 518,589 | 0 | | | Pension Benefit Make Up Plan | 30 | 1,147,259 | 0 |

  145. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2025)

    NOTE 1. Pension benefits reflected in the above table were determined using the methodology and material assumptions set forth in the 2025 AT&T Annual Report to Stockholders in Note 14 to Consolidated Financial Statements, “Pension and Postretirement Benefits,” except that, as required by SEC regulations, the assumed retirement age is the specified normal retirement age in the plan unless the plan provides a younger age at which benefits may be received without a discount based on age, in which case the younger age is used. For the Nonbargained Program under the AT&T Pension Benefit Plan and the Pension Benefit Make Up Plan, the assumed retirement age is the date a participant is at least age 55 and meets the “modified rule of 75,” which requires certain combinations of age and service that total at least 75. For the Mobility Program, Southeast Management Program and the Management Cash Balance Program under the AT&T Pension Benefit Plan, the assumed retirement age for the cash balance formula is age 65. For the WarnerMedia Component Part and WarnerMedia, LLC Excess Benefit Pension Plan, the assumed retirement age is the date a participant attains age 62. For the AT&T SRIP and its successor, the 2005 SERP, the assumed retirement age for active employees as of 12/31/2025 is the earlier of the date the participant (i) reaches age 60, (ii) attains 30 years of service (when an employee may retire without discounts for age), or (iii) has pension accruals frozen, though not earlier than the 12/31/2025 measurement date. The SRIP/SERP benefits have been reduced for benefits available under the qualified plans and by a specified amount that approximates benefits available under other nonqualified plans included in the table.

  146. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2025)

    | AT&T INC. | 62 | 2026 PROXY |

  147. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2025)

    | EXECUTIVE COMPENSATION TABLES | |

  148. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  149. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan (1) | Executive Contributions in Last FY (2) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (2)(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (2) ($) | | STANKEY | Stock Purchase and Deferral Plan | 0 | 0 | 230,219 | 0 | 1,890,853 | | | Cash Deferral Plan | 0 | 0 | 15,517 | 0 | 312,755 | | | 2018 Incentive Plan | 4,875,003 | 0 | 907,691 | 4,982,435 | 10,325,292 | | DESROCHES | Stock Purchase and Deferral Plan | 3,125,000 | 688,000 | 494,267 | 5,903,970 | 3,471,165 | | | Cash Deferral Plan | 125,000 | 0 | 3,320 | 0 | 128,320 | | | WarnerMedia Employee Supplemental Savings Plan | 0 | 0 | 529,595 | 0 | 6,872,291 | | | 2018 Incentive Plan | 2,125,001 | 0 | 428,802 | 2,493,520 | 4,834,833 | | LEE | Stock Purchase and Deferral Plan | 52,125 | 35,325 | 31,979 | 99,962 | 275,164 | | | 2018 Incentive Plan | 1,400,006 | 0 | 270,129 | 1,658,378 | 3,093,449 | | MCATEE | 2018 Incentive Plan | 1,750,001 | 0 | 359,460 | 2,190,468 | 4,063,725 | | MCELFRESH | Stock Purchase and Deferral Plan | 419,250 | 127,050 | 409,810 | 0 | 4,241,456 | | | Cash Deferral Plan | 294,250 | 0 | 33,182 | 0 | 722,305 | | | 2018 Incentive Plan | 2,250,001 | 0 | 458,804 | 2,923,245 | 5,224,721 |

  150. NONQUALIFIED DEFERRED COMPENSATION

    NOTE 1. Amounts attributed to the Stock Purchase and Deferral Plan, Cash Deferral Plan or WM Supplemental Savings Plan also include amounts from their predecessor plans. No further contributions are permitted under the predecessor plans. Amounts attributed to the 2018 Incentive Plan reflect the value, as of December 31, 2025, of Restricted Stock Units that have vested under the terms of the Plan due to the recipients’ retirement eligibility but that will not be distributed until the scheduled vesting dates. NOTE 2. Of the amounts reported in the contributions and earnings columns and also included in the aggregate balance column in the table above, the following amounts are reported as compensation for 2025 in the “Summary Compensation Table”: Mr. Desroches—$1,188,000, Ms. Lee—$87,450, and Mr. McElfresh—$252,050. Of the amounts reported in the aggregate balance column, the following aggregate amounts were previously reported in the “Summary Compensation Table” for 2024 and 2023, combined: Mr. Stankey—$6,274, Mr. Desroches—$2,750,000, and Mr. McElfresh—$977,202. NOTE 3. Aggregate Earnings include interest, dividend equivalents, and stock price appreciation/depreciation. The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table” does not include excess interest this year since the plan rate does not exceed the SEC market rate.

  151. NONQUALIFIED DEFERRED COMPENSATION

    | 2026 PROXY | 67 | AT&T INC. |

  152. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON CHANGE IN CONTROL Change in Control An acquisition in our industry can take a year or more to complete, and during that time it is critical that the Company have continuity of its leadership. If we are in the process of being acquired, our officers may have concerns about their employment with the new company. Our Change in Control Severance Plan offers benefits so that our officers may focus on the Company’s business without the distraction of searching for new employment. The Change in Control Severance Plan covers our officers, including the NEOs. Description of Change in Control Severance Plan The Change in Control Severance Plan provides an officer who is terminated or otherwise leaves our Company for “good reason” after a change in control a payment equal to 2.99 times the sum of the executive’s most recent salary and target annual bonus for the fiscal year in which the Change in Control occurs. The Company is not responsible for the payment of excise taxes (or taxes on such payments). In 2014, the Company eliminated health, life insurance and financial counseling benefits from the plan. “Good reason” means, in general, assignment of duties inconsistent with the executive’s title or status; a substantial adverse change in the nature or status of the executive’s responsibilities; a reduction in pay; or failure to pay compensation or continue benefits. For the CEO, we eliminated a provision that defined “good reason” to include a good faith determination by the executive within 90 days of the change in control that he or she is not able to discharge his or her duties effectively. Under the plan, a change in control occurs: (a) if anyone (other than one of our employee benefit plans) acquires more than 20% of AT&T’s common stock, (b) if within a two-year period, the Directors at the beginning of the period (together with any new Directors elected or nominated for election by a two-thirds majority of Directors then in office who were Directors at the beginning of the period or whose election or nomination for election was previously so approved) cease to constitute a majority of the Board, (c) upon consummation of a merger where AT&T Inc. is one of the merging entities and where persons other than the AT&T stockholders immediately before the merger hold more than 50% of the voting power of the surviving entity, or (d) upon our stockholders’ approval of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets. If a change in control and a subsequent termination of employment of the NEOs had occurred at the end of 2025 in accordance with the Change in Control Severance Plan, the following estimated severance payments would have been paid in a lump sum.

  153. STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES

    STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES If a stockholder wishes to present a proposal (other than pursuant to Exchange Act Rule 14a-8) or nominate a person for election as a Director at the 2027 Annual Meeting of Stockholders (other than pursuant to the proxy access provisions of the Company’s Bylaws), such proposal or nomination must be received by the Office of the Corporate Secretary, AT&T Inc., 208 S. Akard, Suite 2951, Dallas, Texas 75202 not less than 90 days nor more than 120 days before the anniversary of the prior Annual Meeting of Stockholders. Since the Annual Meeting of Stockholders will be held on May 14, 2026, written notice of any such proposal or nomination must be received by the Company no earlier than January 14, 2027, and no later than February 13, 2027. In addition, such proposal or nomination must meet certain other requirements and provide such additional information as provided in the advance notice provisions of the Company’s Bylaws. A copy of the Company’s Bylaws may be obtained without charge from the Office of the Corporate Secretary of AT&T. Special notice provisions apply under the Bylaws if the date of the Annual Meeting is more than 30 days before or 70 days after the anniversary date. In addition to satisfying the deadlines in the advance notice provisions of the Company’s Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Exchange Act Rule 14a-19 to the Office of the Corporate Secretary of AT&T no later than March 15, 2027. Stockholder proposals intended to be included in the proxy materials for the 2027 Annual Meeting pursuant to Exchange Act Rule 14a-8 must be received by November 23, 2026. Such proposals should be sent in writing by courier or certified mail to the Office of the Corporate Secretary, AT&T Inc., 208 S. Akard Street, Suite 2951, Dallas, Texas 75202. Stockholder proposals that are sent to any other person or location or by any other means may not be received in a timely manner. Nominations for a Director intended for inclusion in the Company’s proxy materials for the 2027 Annual Meeting must be made in accordance with the proxy access provisions of the Company’s Bylaws, and such nomination must be received by the Office of the Corporate Secretary, AT&T Inc., at 208 S. Akard, Suite 2951, Dallas, Texas 75202 not less than 120 days nor more than 150 days before the anniversary of the date that the Company mailed its Proxy Statement for the prior year’s Annual Meeting of Stockholders. For the 2027 Annual Meeting, written notice of any such nomination must be received by the Company no earlier than October 24, 2026, and no later than November 23, 2026.

  154. CEO PAY RATIO

    CEO PAY RATIO We determined the pay ratio by dividing the total 2025 compensation of the CEO as disclosed in the Summary Compensation Table by the total 2025 compensation of the median employee, using the same components of compensation and valuation methodology as used in the Summary Compensation Table for the CEO. The total compensation of our median employee is $139,026. The final pay ratio calculation is 215:1.

  155. CEO PAY RATIO

    | | Determination of CEO Pay Ratio | | | Step 1 | Total compensation of the CEO 1 | $29,906,872 | | Step 2 | Total compensation of the median employee 2 | $139,026 | | Step 3 | Divide compensation of the CEO by the median employee | 215.1 | | Result | CEO pay ratio | 215:1 |

  156. CEO PAY RATIO

    | 1 | Includes the value of Mr. Stankey’s health benefits. |

  157. CEO PAY RATIO

    | 2 | Includes the cost of group health and welfare benefits. |

  158. CEO PAY RATIO

    | 2026 PROXY | 71 | AT&T INC. |

  159. CEO PAY RATIO

    Our median employee for 2025 was determined using the compensation of employees who were actively employed on October 1, 2025. We used cash compensation earned during the first 3 quarters of the year to determine the median employee.

  160. CEO PAY RATIO

    | | Determination of Number of Employees for Selection of Median Employee Using the Measurement Date of October 1, 2025 | | | Step 1 | Identify all active employees globally excluding the CEO | 131,107 | | Step 2 | Exclude all non-US based employees except those in the 2 foreign countries with our largest employee populations | (4,640) | | Result | Employees used to determine the median employee | 126,467 |

  161. CEO PAY RATIO

    | Determination of Number of Global Employees Using the Measurement Date of October 1, 2025 | | | | | | | | | Step 1 | Identify all active US-based employees | | | | | | 106,871 | | Step 2 | Identify all active non-US based employees in foreign countries with our largest employee populations: | | | | | | | | | Mexico | 15,481 | India | 4,115 | | | 19,596 | | Step 3 | Identify all active non-US based employees in the other foreign countries: | | | | | | 4,640 | | | Argentina | 34 | Australia | 41 | Austria | 3 | | | | Belgium | 34 | Brazil | 126 | Bulgaria | 1 | | | | Canada | 64 | Chile | 4 | China | 22 | | | | Colombia | 4 | Costa Rica | 3 | Czechia | 1,027 | | | | Denmark | 6 | El Salvador | 1 | Finland | 2 | | | | France | 56 | Germany | 63 | Greece | 1 | | | | Hong Kong | 66 | Indonesia | 2 | Ireland | 1 | | | | Israel | 541 | Italy | 21 | Japan | 41 | | | | Korea, Republic of | 6 | Malaysia | 29 | Netherlands | 46 | | | | New Zealand | 3 | Pakistan | 1 | Panama | 2 | | | | Peru | 1 | Philippines | 9 | Poland | 17 | | | | Portugal | 2 | Romania | 1 | Russian Federation | 2 | | | | Singapore | 72 | Slovakia | 1,910 | South Africa | 3 | | | | Spain | 16 | Sweden | 7 | Switzerland | 3 | | | | Taiwan | 6 | Thailand | 2 | Türkiye | 2 | | | | United Arab Emir. | 4 | United Kingdom | 330 | Venezuela | 2 | | | Result | Total number of active global employees excluding the CEO | | | | | | 131,107 |

  162. CEO PAY RATIO

    | AT&T INC. | 72 | 2026 PROXY |

  163. CEO PAY RATIO

    | OTHER INFORMATION | |

  164. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In this section, we are including the required disclosure for pay versus performance as defined by the Securities and Exchange Commission (SEC) for our principal executive officer(s) (PEO(s)) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  165. PAY VERSUS PERFORMANCE

    | Pay Versus Performance | | | | | | | | | | | Year 1 | Summary Compensation Table Total for CEO | Comp Actually Paid to CEO 2 | Average Summary Compensation Table Total for Non-CEO NEOs | Average Comp Actually Paid to Non-CEO NEOs 2 | Value of Initial Fixed $100 Investment Based On: 3 | | Net Income (Loss) $M | | Standalone AT&T Adjusted Operating Income $M 4 | | | | | | | AT&T TSR | S&P 500 CSI | | | | | 2025 | $29,906,872 | $43,038,808 | $12,716,814 | $19,240,076 | $155 | $213 | | 23,386 | $25,718 | | 2024 | $26,410,845 | $44,542,542 | $13,656,225 | $23,344,356 | $136 | $160 | | 12,253 | $24,385 | | 2023 | $26,450,157 | $23,872,707 | $11,679,630 | $10,454,047 | $95 | $114 | | 15,623 | $24,604 | | 2022 | $22,915,526 | $22,874,696 | $11,526,718 | $11,866,965 | $97 | $73 | ($ | 7,055) | $22,983 | | 2021 | $24,820,879 | $20,751,888 | $10,436,274 | $8,724,822 | $92 | $122 | | 21,479 | $22,235 |

  166. PAY VERSUS PERFORMANCE

    Note 1. John Stankey served as our CEO for each year 2021 – 2025. Non-CEO NEOs for each year are presented as follows:

  167. PAY VERSUS PERFORMANCE

    | • | 2022 – 2025: Pascal Desroches, Lori Lee, David McAtee, and Jeff McElfresh |

  168. PAY VERSUS PERFORMANCE

    | • | 2021: Pascal Desroches, Lori Lee, David McAtee, Jeff McElfresh, John Stephens, and Randall Stephenson |

  169. PAY VERSUS PERFORMANCE

    Note 2. Compensation Actually Paid (CAP) is the Summary Compensation Table (SCT) total value for the period shown with adjustments for equity awards and pension. CAP reflects equity awards based on the mark-to-market valuation for cash settled portions of awards under Accounting Standards Codification Topic 718: Compensation – Stock Compensation for each period in the above table. Pension values for CAP reflect the pension service cost as used in the financial statements for each period shown in the above table. Note 3. The company must calculate TSR with a base investment of $100 in a manner consistent with the SEC stock performance graph disclosure requirements over the cumulative period covered in the disclosure (i.e., for 2021 the table represents the TSR over 2021, the TSR for 2022 represents the cumulative TSR over 2021 and 2022, etc.). The peer group used for comparison is the S&P 500 Communication Services Index (CSI). Note 4. Standalone AT&T results reflect the historical operating results of the company presented as continuing operations and exclude U.S. Video and other dispositions included in Corporate and Other that did not meet the criteria for discontinued operations. Standalone AT&T results are presented to provide 2021 full-year results that are comparable to 2022, 2023, 2024 and 2025 continuing operations financial data. Standalone AT&T Adjusted Operating Income differs from Adjusted Operating Income presented in our quarterly earnings material, and is calculated by adjusting AT&T’s Operating Income (Loss) from Continuing Operations for the following items: (1) transaction, impairment and depreciation and amortization costs associated with merger, acquisition and disposition activity for transactions when enterprise value exceeds $2.0 billion; (2) costs related to changes in accounting principles, changes in tax laws, natural disasters, impairments and abandonments of goodwill, other intangibles and fixed assets and, gains and losses related to asset dispositions and mark-to-market activity, in each case, in excess of $500 million for 2022 and 2021, and in-excess of $300 million for 2023-25; additionally, for 2023-25, the actuarial and mark-to-market gains and losses related to the assets and liabilities of pension and other post-retirement benefit plans and rabbi trusts and benefit plan funding that varies from budget; (3) severance charges in excess of $200 million for 2022, and in excess of $300 million for 2023-25; and (4) for 2024 and 2025, costs related to a legal matter in excess of $300 million. Standalone AT&T Adjusted Operating Income also removes the results from U.S. Video operations and other dispositions that did not meet the criteria for discontinued operations, which impacts 2021.

  170. PAY VERSUS PERFORMANCE

    | 2026 PROXY | 73 | AT&T INC. |

  171. PAY VERSUS PERFORMANCE

    Compensation Actually Paid (CAP) calculations are as follows :

  172. PAY VERSUS PERFORMANCE

    | CEO SCT Total to CAP Reconciliation | | | | | | | | | Year | Summary Compensation Table Total | Deductions from SCT Total for Equity Awards | Deductions from SCT Total for Pension Benefits | Additions to SCT Total for Equity Awards 1 | Additions to SCT Total for Pension Service Costs 1,2 | | CAP | | 2025 | $29,906,872 | $19,500,012 | $1,496,923 | $34,129,081 | ($ | 210) | $43,038,808 | | 2024 | $26,410,845 | $16,499,998 | $1,203,091 | $35,833,627 | | 1,159 | $44,542,542 | | 2023 | $26,450,157 | $16,500,000 | $746,941 | $14,669,708 | ($ | 217) | $23,872,707 | | 2022 | $22,915,526 | $13,499,988 | $1,262,050 | $14,718,993 | | 2,215 | $22,874,696 | | 2021 | $24,820,879 | $13,420,341 | $1,464,778 | $10,877,758 | ($ | 61,630) | $20,751,888 |

  173. PAY VERSUS PERFORMANCE

    Note 1. The following table outlines the individual amounts included in the calculation of the Additions to SCT Total for Equity Awards and Pension Costs for the CEO:

  174. PAY VERSUS PERFORMANCE

    | | Equity | | | | | | | | Pension | | | | | | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | Service Cost | | Prior Service Cost | Total Service Cost | | | 2025 | $21,627,722 | | 3,660,767 | $4,875,003 | | 1,810,295 | $2,155,294 | $34,129,081 | ($ | 210) | $0 | ($ | 210) | | 2024 | $22,142,092 | | 7,426,648 | $4,125,004 | | 150,283 | $1,989,600 | $35,833,627 | | 1,159 | $0 | | 1,159 | | 2023 | $10,278,799 | ($ | 1,708,660) | $4,125,000 | | 311,691 | $1,662,878 | $14,669,708 | ($ | 217) | $0 | ($ | 217) | | 2022 | $11,316,638 | ($ | 1,436,890) | $3,374,991 | ($ | 53,056) | $1,517,311 | $14,718,993 | | 2,215 | $0 | | 2,215 | | 2021 | $7,783,605 | ($ | 1,978,709) | $3,375,014 | | 5,389 | $1,692,459 | $10,877,758 | ($ | 61,630) | $0 | ($ | 61,630) |

  175. PAY VERSUS PERFORMANCE

    Mr. Stankey’s Pension Costs do not include any Prior Service Cost since there were no applicable plan amendments. In 2021, his qualified management pension increased more than the SERP benefit; it is used as an offset to the gross SERP formula, resulting in a net negative Service Cost for all pension benefits.

  176. PAY VERSUS PERFORMANCE

    | AT&T INC. | 74 | 2026 PROXY |

  177. PAY VERSUS PERFORMANCE

    | OTHER INFORMATION | |

  178. PAY VERSUS PERFORMANCE

    | Average Non-CEO NEO’s SCT Total to CAP Reconciliation | | | | | | | | Year | Summary Compensation Table Total | Deductions from SCT Total for Equity Awards | Deductions from SCT Total for Pension Benefits | Additions to SCT Total for Equity Award 1 | Additions to SCT Total for Pension Costs 1 | CAP | | 2025 | $12,716,814 | $8,025,007 | $309,001 | $14,801,763 | $55,507 | $19,240,076 | | 2024 | $13,656,225 | $9,406,249 | $197,153 | $19,227,852 | $63,681 | $23,344,356 | | 2023 | $11,679,630 | $7,156,255 | $145,620 | $6,025,311 | $50,981 | $10,454,047 | | 2022 | $11,526,718 | $7,468,746 | $528,796 | $8,150,222 | $187,567 | $11,866,965 | | 2021 | $10,436,274 | $3,979,166 | $785,922 | $2,760,131 | $293,505 | $8,724,822 |

  179. PAY VERSUS PERFORMANCE

    Note 1. The following table outlines the individual average amounts included in the calculation of the Additions to SCT Total for Equity Awards and Pension Costs for the Non-CEO NEOs:

  180. PAY VERSUS PERFORMANCE

    | | Equity | | | | | | | | Pension | | | | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | Service Cost | Prior Service Cost | Total Service Cost | | 2025 | $8,777,481 | | 1,993,762 | $1,881,252 | | 1,001,529 | $1,147,739 | $14,801,763 | $55,507 | $0 | $55,507 | | 2024 | $11,940,544 | | 4,196,645 | $1,851,562 | | 176,810 | $1,062,292 | $19,227,852 | $63,681 | $0 | $63,681 | | 2023 | $4,358,935 | ($ | 1,035,474) | $1,706,159 | | 41,327 | $954,364 | $6,025,311 | $50,981 | $0 | $50,981 | | 2022 | $6,659,592 | ($ | 762,402) | $1,439,060 | ($ | 11,723) | $825,696 | $8,150,222 | $187,567 | $0 | $187,567 | | 2021 | $2,484,647 | ($ | 1,586,659) | $771,874 | | 8,166 | $1,082,103 | $2,760,131 | $126,293 | $167,212 | $293,505 |

  181. PAY VERSUS PERFORMANCE

    In addition to the tabular disclosure, the following is an unranked list of the most important performance measures that link CAP to Company performance .

  182. PAY VERSUS PERFORMANCE

    | Most Important Performance Measures | | | Long Term Measures (page 51) | Compensation Adjusted Earnings Per Share | | | Return on Invested Capital | | | Total Shareholder Return | | Short Term Measures (page 45) | Free Cash Flow | | | Compensation Adjusted Operating Income |

  183. PAY VERSUS PERFORMANCE

    Pay versus Performance CAP Comparisons Each of the following graphs shows the relationship between CAP and the required performance measures in the tabular disclosure : (i) AT&T TSR and Peer Group TSR (Value of Initial Fixed $100 Investment), (ii) Net Income, and (iii) Standalone Adjusted AT&T Operating Income (Company Selected Measure). AT&T’s compensation program is designed to drive long-term sustained performance aligned with stockholder interests and does so through the use of short-term and long-term incentive awards (as described in our CD&A). In 2025, at-risk pay represented 91% of the CEO’s target compensation opportunity and 90% for the other NEOs.

  184. PAY VERSUS PERFORMANCE

    | 2026 PROXY | 75 | AT&T INC. |

  185. PAY VERSUS PERFORMANCE

    | AT&T INC. | 76 | 2026 PROXY |

  186. PAY VERSUS PERFORMANCE

    | OTHER INFORMATION | |

  187. 2026 Incentive Plan

    | (iii) | If the Company has designated an agent to process Option exercises, an Option may be exercised by issuing an exercise notice together with instructions to such agent irrevocably instructing the agent (which shall include any broker-dealer engaged by the agent): (A) to immediately sell (which shall include an exercise notice that becomes effective upon execution of a sale order) a sufficient portion of the Shares to be received from the Option exercise to pay the Exercise Price of the Options being exercised and the required tax withholding, and (B) to deliver on the settlement date the portion of the proceeds of the sale equal to the Exercise Price and tax withholding to the Company. In the event the agent sells any Shares on behalf of a Participant, the agent shall be acting solely as the agent of the Participant, and the Company disclaims any responsibility for the actions of the agent in making any such sales. No Shares shall be issued until the settlement date and until the proceeds (equal to the Exercise Price and tax withholding) are paid to the Company. |