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 30, 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. ☐

As previously announced, John Stephens, Senior Executive Vice President and Chief Financial Officer of AT&T Inc. (the “Company”), will retire on March 31, 2021. In connection with Mr. Stephens’ retirement, the Company has entered into a one-year Consulting Services Agreement with Mr. Stephens (the “Agreement”), dated March 30, 2021.

In exchange for such tax and finance related consulting services, the Company will pay Mr. Stephens up to $2,000,000, payable as follows: (A) $1,000,000 on June 1, 2021, (B) $500,000 upon the resolution, disposition or referral to appeal of the Company’s federal tax audit for the 2010/2011 examination cycle, and (C) $500,000 if (i) the Company achieves $26.0 billion or more in free cash flow during the 2021 calendar year, (ii) the Company pension plan funding at the end of calendar year 2021 exceeds 90%, or (iii) the Company’s total net pension and OPEB liabilities decrease in calendar year 2021 by $1.0 billion or more. In addition, the Agreement provides certain benefits to Mr. Stephens including reimbursement for his reasonable expenses incurred in rendering any requested services. The Agreement also contains various covenants, including restrictive covenants relating to non-competition, non-solicitation and confidentiality.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 and is incorporated herein by reference.

The following exhibits are filed as part of this report:

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.