AT&T (T) 8-KOther Events

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) May 31, 2023

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.  ☐

On June 2, 2023, AT&T Inc. (“AT&T”) closed its sale of $2,750,000,000 aggregate principal amount of its 5.400% Global Notes due 2034 (the “Notes”) pursuant to an Underwriting Agreement, dated May 30, 2023 (the “Underwriting Agreement”), between AT&T and BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Santander US Capital Markets LLC and TD Securities (USA) LLC, as the representatives of the several Underwriters named on Schedule II thereto. The Notes were issued pursuant to the 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. 333-263192) previously filed with the Securities and Exchange Commission under the Act, as supplemented by a prospectus supplement, dated May 30, 2023, relating to the Notes filed by AT&T on June 1, 2023. Copies of the Underwriting Agreement, the form of Notes and the opinion of the Assistant Vice President – Senior Legal Counsel and Assistant Secretary of AT&T 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.

On May 31, 2023, AT&T issued a notice for the redemption in full of all of the outstanding $750,000,000 aggregate principal amount of Floating Rate Global Notes due 2024 issued by AT&T on June 12, 2023 (the “Redemption Date”) at a redemption price of 100% plus accrued and unpaid interest to, but excluding, the Redemption Date.

The following exhibits are filed as part of this report:

Signature

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