AT&T (T) 8-KCreation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) March 23, 2021

AT&T INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code (210) 821-4105

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities Registered Pursuant to Section 12(b) of the Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Throughout this document, AT&T Inc. is referred to as “AT&T.” On January 29, 2021, as previously disclosed on AT&T’s Current Report on Form 8-K, filed with the SEC on February 1, 2021 (the “Term Loan 8-K”), AT&T entered into a $14.7 billion Term Loan Credit Agreement (the “Term Loan”), with Bank of America, N.A., as agent. On March 23, 2021, AT&T borrowed $7.35 billion under the delayed draw Term Loan and the remaining $7.35 billion of lenders’ commitments under the delayed draw Term Loan were terminated.

The disclosure set forth in the Term Loan 8-K under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated by reference herein.

On March 23, 2021, AT&T closed its sale of $2,250,000,000 principal amount of its 0.900% Global Notes due 2024, $3,000,000,000 principal amount of its 1.700% Global Notes due 2026 and $750,000,000 principal amount of its Floating Rate Global Notes due 2024 (together, the “Notes”) pursuant to an Underwriting Agreement, dated March 19, 2021 (the “Underwriting Agreement”), between AT&T and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as the representatives of the several Underwriters. The Notes were issued pursuant to that certain Indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as Trustee. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-3 (No. 333-231404) previously filed with the Securities and Exchange Commission under the Act. Copies of the Underwriting Agreement, the forms of Notes and the opinion of our Vice President – Associate General Counsel and Assistant Secretary as to the validity of the Notes are filed as exhibits hereto and incorporated herein by reference. AT&T is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement.

The following exhibits are filed as part of this report:

(d) Exhibits

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.