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): July 15, 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.  ☐

In connection with the Agreement of Contribution and Subscription, dated February 25, 2021, among AT&T Services, Inc., AT&T MVPD Holdings, LLC (formerly named V HoldCo LLC), DIRECTV Entertainment Holdings LLC (the “Company,” formerly named V OpCo LLC) and TPG VIII Merlin Investment Holdings, L.P., previously disclosed and described in further detail in the Current Report on Form 8-K, filed by AT&T Inc. (“AT&T” or “us”) with the Securities and Exchange Commission on February 25, 2021, the Company intends to make a payment to AT&T or one of its affiliates using, among other sources, net proceeds from debt financing that may include the issuance of senior secured notes in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and entry into a new credit agreement.

In connection with the contemplated debt financing referenced above, the following preliminary information regarding operational performance of the Company for the three and six month periods ended June 30, 2021 will be made available to prospective purchasers of notes and lenders under the credit agreement. Because the reporting period for the second quarter of 2021 has recently ended, the preliminary operational information presented below for the three and six months ended June 30, 2021 reflects assumptions and estimates based only upon preliminary information available to us as of the date of this report. During the course of our financial statement closing process, we may identify items that would require us to make material adjustments to the information described below. As such, this preliminary information should not be viewed as a substitute for our actual results when reported and may be subject to changes and, therefore, we caution you that such estimates are subject to risks and uncertainties, including possible adjustments. See “Cautionary Statement Regarding Forward-Looking Statements” below. Figures provided for the Company include subscriptions to DIRECTV, AT&T TV and U-verse TV. References to DIRECTV, AT&T TV or U-verse TV refer solely to the service(s) mentioned and not to the Company as a whole.

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The information contained under this Item 7.01 in this Current Report on Form 8-K (this “Report”) is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

This Report does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Cautionary Statement Regarding Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect AT&T’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements. Forward looking statements are not guarantees of timing, future results or performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although AT&T believes that the expectations reflected in any forward looking statements it makes are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward looking statements due to a variety of risks and uncertainties. The statements herein are made only as of the date of this filing, even if subsequently made available by AT&T on its website or otherwise. AT&T assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Additional information concerning potential factors that could affect AT&T’s financial results are included in AT&T’s Form 10-Q for the quarter ended March 31, 2021, AT&T’s Form 10-K for the year ended December 31, 2020 and AT&T’s other periodic reports filed with the Securities and Exchange Commission.

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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.

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