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Item 9A. Controls and Procedures

2025-02-12 compared with 2024-02-23 · 30 added, 61 removed, 172 unchanged (35% of the section changed)

17 unchanged sentences

In the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K .

Dollars in millions except per share amounts

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

4 unchanged sentences

The members of the committee are Messrs.

Luczo, McCallister and Ubiñas, and Ms.

Luczo and McCallister, and Mses.

Mayer and Taylor.

The additional information required by Item 407(d)(5) of Regulation S-K is incorporated herein by reference pursuant to General Instruction G(3) from the registrant’s Proxy Statement under the heading “Audit Committee.”

1 unchanged sentence

The additional information required by Item 406 of Regulation S-K is provided in this report under the heading “General” under Part I, Item 1.

Information required by Item 408(b) of Regulation S-K is incorporated herein by reference pursuant to General Instruction G(3) from the registrant’s Proxy Statement under the heading “Insider Trading Policy.”

EXECUTIVE COMPENSATION

Information required by this Item is incorporated herein by reference pursuant to General Instruction G(3) from the registrant’s Proxy Statement under the headings “Director Compensation,” “CEO Pay Ratio,” “Pay Versus Performance,” and the pages beginning with the heading “Compensation Discussion and Analysis” and ending with, and including, the pages under the heading “Potential Payments upon Change in Control.”

Information required by this Item is incorporated herein by reference pursuant to General Instruction G(3) from the registrant’s Proxy Statement under the headings “Director Compensation,” “2024 Director Compensation Table,” “CEO Pay Ratio,” “Pay Versus Performance,” and the pages beginning with the heading “Compensation Discussion and Analysis” and ending with, and including, the pages under the heading “Potential Payments upon Change in Control.”

Information required by Item 407(e)(5) of Regulation S-K is included in the registrant’s Proxy Statement under the heading “Compensation Committee Report” and is incorporated herein by reference pursuant to General Instruction G(3) and shall be deemed furnished in this Annual Report on Form 10-K and will not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Dollars in millions except per share amounts

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by Item 201(d) of Regulation S-K is included in the registrant’s Proxy Statement under the heading “Equity Compensation Plan Information,” which is incorporated herein by reference pursuant to General Instruction G(3).

Information required by Item 403 of Regulation S-K is included in the registrant’s Proxy Statement under the heading “Common Stock Ownership,” which is incorporated herein by reference pursuant to General Instruction G(3).

Equity Compensation Plan Information

The following table provides information as of December 31, 2023, concerning shares of AT&T common stock authorized for issuance under AT&T’s existing equity compensation plans.

Equity Compensation Plan Information

Plan Category Number of securities to be issued upon

outstanding options, warrants and rights

(a) Weighted average

exercise price of outstanding

options, warrants

(b) Number of securities

remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

65,711,036 (1)

$ — 97,567,370 (2)

Equity compensation plans not approved by security holders — — —

Total 65,711,036 (3)

$ — 97,567,370 (2)

(1) Includes the issuance of stock in connection with the following stockholder approved plans:

(a) 0 stock options under the Stock Purchase and Deferral Plan ( SPDP ), (b) 108,480 phantom stock units under the Stock Savings Plan ( SSP ), 17,725,781 phantom stock units under the SPDP, 21,174 restricted stock under the 2011 Incentive Plan, 425,950 restricted stock under the 2016 Incentive Plan and 43,413,267 restricted stock under the 2018 Incentive Plan, (c) 1,871,791 target number of stock-settled performance shares under the 2018 Incentive Plan.

At payout, the target number of performance shares may be reduced to zero or increased up to 200%.

Each phantom stock unit and performance share is settleable in stock on a 1-to-1 basis.

The weighted-average exercise price in the table does not include outstanding restricted stock, performance shares, or phantom stock units.

The SSP was approved by stockholders in 1994 and then was amended by the Board of Directors in 2000 to increase the number of shares available for purchase under the plan (including shares from the Company match and reinvested dividend equivalents).

Stockholder approval was not required for the amendment.

To the extent applicable, the amount shown for approved plans in column (a), in addition to the above amounts, includes 2,144,593 phantom stock units (computed on a first-in-first-out basis) that were approved by the Board in 2000.

Under the SSP, shares could be purchased with payroll deductions and reinvested dividend equivalents by mid-level and above managers and limited Company partial matching contributions.

No new contributions may be made to the plan.

(2) Includes 12,326,447 shares that may be issued under the SPDP, 82,053,876 shares that may be issued under the 2018 Incentive Plan, and up to 3,187,047 shares that may be purchased through reinvestment of dividends on phantom shares held in the SSP.

(3) Does not include certain stock options issued by companies acquired by AT&T that were converted into options to acquire AT&T stock.

As of December 31, 2023, there were 2,199,257 shares of AT&T common stock subject to the converted options, having a weighted-average exercise price of $20.82.

Also, does not include 345,032 outstanding phantom stock units that were issued by companies acquired by AT&T that are convertible into stock on a 1-to-1 basis, along with an estimated 138,149 shares that may be purchased with reinvested dividend equivalents paid on the outstanding phantom stock units.

No further phantom stock units, other than reinvested dividends, may be issued under the assumed plans.

The weighted-average exercise price in the table does not include outstanding restricted stock, performance shares, or phantom stock units.

Dollars in millions except per share amounts

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

24 unchanged sentences

( Exhibit 2.2 to Form 8-K filed on May 20, 2021 )*

Securities Purchase Agreement, dated September 29, 2024, by and among AT&T Services, Inc., AT&T Diversified MVPD Holdings LLC, AT&T MVPD Holdings LLC, Merlin Parent 2024, Inc., TPG Partners IX, L.P.

and DIRECTV Entertainment Holdings LLC ( Exhibit 2.1 to Form 10-Q for the period ending September 30, 2024 )*

3-a Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on December 13, 2013 ( Exhibit 3.1 to Form 8-K filed on December 16, 2013 )

3 unchanged sentences

3-e Certificate of Designations with respect to Series C Preferred Stock ( Exhibit 3.2 to Form 8-K filed on February 18, 2020 )

Dollars in millions except per share amounts

4-a No instrument which defines the rights of holders of long-term debt of the registrant and all of its consolidated subsidiaries is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), except for the instruments referred to in 4-b, 4-c, 4-d, 4-e, 4-f below.

21 unchanged sentences

10-d 2011 Incentive Plan ( Exhibit 10-a to Form 10-Q for the period ending September 30, 2015 )**

10-e Short Term Incentive Plan ( Exhibit 10.1 to Form 8-K filed on February 2, 2018 )**

10-f Supplemental Life Insurance Plan ( Exhibit 10.1 to Form 8-K filed on June 26, 2020 )**

10-e Short Term Incentive Pla n **

10-f Supplemental Life Insurance Plan **

10-g Supplemental Retirement Income Plan ( Exhibit 10-e to Form 10-K for the period ending December 31, 2013 )**

2 unchanged sentences

10-j Stock Savings Plan ( Exhibit 10-l to Form 10-K for the period ending December 31, 2011 )**

10-k Stock Purchase and Deferral Plan as amended May 18, 2023 ( Exhibit 10.3 to Form 10-Q for the period ending J une 30, 2023 ) **

10-l Cash Deferral Plan as amended July 28, 2022 ( Exhibit 10.2 to Form 10-Q for the period ending September 30, 2022 )**

10-k Stock Purchase and Deferral Plan as amended May 16, 2024 ( Exhibit 10.2 to Form 10-Q for the period ending June 30, 2024 ) **

10-l Cash Deferral Plan as amended May 16, 2024 ( Exhibit 10.1 to Form 10-Q for the period ending June 30, 2024 )**

10-m Master Trust Agreement for AT&T Inc.

Deferred Compensation Plans and Other Executive Benefit Plans and subsequent amendments dated August 1, 1995 and November 1, 1999 ( Exhibit 10-dd to Form 10-K for the period ending December 31, 2009 )**

10-n Officer Disability Plan ( Exhibit 10-i to Form 10-Q for the period ending June 30, 2009 )**

10-n Officer Disability Plan **

10-o AT&T Inc.

Health Plan ( Exhibit 10.

2 to Form 10-Q for the period ending June 30, 202 3 )**

Health Plan ( Exhibit 10.3 to Form 10-Q for the period ending June 30, 2024 )**

10-p Pension Benefit Makeup Plan No.1 ( Exhibit 10-n to Form 10-K for the period ending December 31, 2016 )**

6 unchanged sentences

Non-Employee Director Stock Purchase Plan ( Exhibit 10-t to Form 10-K for the period ending December 31, 2013 )**

Dollars in millions except per share amounts

10-u AT&T Inc.

1 unchanged sentence

10-v Form of Indemnity Agreement between AT&T Inc.

and its directors and officers.

and its directors and officers ( Exhibit 10-v to Form 10-K for the period ending December 31, 2023 )**

10-w AT&T Executive Physical Program ( Exhibit 10.4 to Form 10-Q for the period ending June 30, 2023 )**

10-x Attorney Fee Payment Agreement for John Stankey ( Exhibit 10.1 to Form 8-K filed on July 3, 2018 )**

10-y $12,000,000,000 Amended and Restated Credit Agreement, dated as of November 18, 2022, among AT&T Inc., the lenders named therein and Citibank, N.A., as agent.

( Exhibit 10.1 to Form 8-K filed on November 18, 2022 )

Second Amended and Restated Limited Liability Company Agreement of NCWPCS MPL Holdings, LLC ( Exhibit 10.1 to Form 8-K filed on December 12, 2019 )

Change in Control Severance Plan ( Exhibit 10.1 to Form 8-K filed on June 30, 2014 )**

10-y $12,000,000,000 Amended and Restated Credit Agreement, dated as of November 18, 2022, among AT&T Inc., the lenders named therein and Citibank, N.A., as agent ( Exhibit 10.1 to Form 8-K filed on November 18, 2022 )

Third Amended and Restated Limited Liability Company Agreement of NCWPCS MPL Holdings, LLC ( Exhibit 10.1 to Form 10-Q for the period ending September 30, 2024 )*

Change in Control Severance Plan **

Agreement of Contribution and Subscription, dated February 25, 2021 ( Exhibit 10.1 to Form 8-K filed on February 25, 2021 )

3 unchanged sentences

dated as of May 17, 2021 ( Exhibit 10.4 to Form 8-K filed on May 20, 2021 )

Amended and Restated Limited Liability Company Agreement of DIRECTV Entertainment Holdings LLC, dated as of July 31, 2021 ( Exhibit 10.1 to Form 8-K filed August 2, 2021 )

Amended and Restated Limited Liability Company Agreement of DIRECTV Entertainment Holdings LLC, dated as of July 31, 2021 ( Exhibit 10.1 to Form 8-K filed on August 2, 2021 )

A mendment No.1 to Amended and Restated Limited Liability Company Agreement of DIRECTV Entertainment Holdings LLC, dated as of December 20, 2024

Relocation Program Plan ( Exhibit 10.2 to Form 10-Q for the period ending September 30, 2021 )**

Amendment Regarding Continuation of Active Employee Participant Benefits in Certain AT&T Benefit Plans in Connection with DIRECTV Transaction ( Exhibit 10.3 to Form 10-Q for the period ending September 30, 2021 ) **

Second Amended and Restated Limited Liability Company Agreement of AT&T Fiber Investment, LLC ( Exhibit 10.1 to Form 8-K filed April 7, 2023 )*

Third Amended and Restated Limited Liability Company Agreement of AT&T Fiber Investment, LLC **

Fourth Amended and Restated Limited Liability Company Agreement of AT&T Fiber Investment, LLC *

19 I nsider Trading Policy

21 Subsidiaries of AT&T Inc.

5 unchanged sentences

32 Section 1350 Certification

Clawback Policy

Clawback Policy ( Exhibit 97 to Form 10-K for the period ending December 31, 2023 )

99 Supplemental Interim Financial Information

9 unchanged sentences

FORM 10-K SUMMARY

Dollars in millions except per share amounts

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

5 unchanged sentences

of Period (c)

$ 1,011 1,969 — — 2,224 $ 756

Year 2024 $ 756 1,969 — — 2,172 $ 553

Year 2023 $ 1,011 1,969 — — 2,224 $ 756

Year 2022 $ 1,163 1,865 — — 2,017 $ 1,011

(a) Includes amounts previously written off which were credited directly to this account when recovered.

6 unchanged sentences

Accounts Acquisitions Deductions Balance at End

$ 4,175 481 — — — $ 4,656

$ 4,343 ( 168 ) — — — $ 4,175

$ 4,557 ( 214 ) — — — $ 4,343

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of February, 2024.

Year 2024 $ 4,656 ( 318 ) — — — $ 4,338

Year 2023 $ 4,175 481 — — — $ 4,656

Year 2022 $ 4,343 ( 168 ) — — — $ 4,175

/s/ Pascal Desroches

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures