AT&T INC. T

35% shingled-prose overlap between the two filings.

2025: 48,770 chars · 2026: 44,311 chars

• Committee Report:46% overlap (525 → 541 chars)
• Pay Ratio (Item 402(u)):38% overlap (781 → 780 chars)
• Say-on-Pay proposal:45% overlap (588 → 959 chars)

• newSUMMARY OF INCENTIVE COMPENSATION
• newThe Committee believes that a well-balanced incentive compensation program for Executive Officers aligns their interests with those of stockholders and motivates them to a high level of performance.
• newThe following tables summarize the final results of AT&T’s incentive compensation program.
• newAs a result of our above target operating results in 2025, awards generally paid out above target.
• new2025 Short-Term Award Results
• newMetric Metric Weight Attainment Payout % Compensation Adjusted Operating Income (Adj OI) 60% 104% 118% Free Cash Flow (FCF) 20% 100% 101% Strategic Component 20% N/A 105% Weighted Average Payout 112%
• newSee additional details in the section How NEOs Were Paid for Performance in 2025.
• newLong-Term Award – Performance Share Component Results for 2023-2025 Performance Period
• newMetric Metric Weight Attainment Payout% 3-Year Compensation Adjusted Earnings Per Share (Adj EPS) Compound Annual Growth Rate (CAGR) 50% 0.6% 128% 3-Year Average Return on Invested Capital (ROIC) 50% 9.7% 120% 3-Year Relative Total Stockholder Return (TSR) Payout Modifier +20%, 0% or -20% Quartile 3 0% Final Long-Term Payout 124%
• newSee additional detail in sections 2023-2025 Long-Term Incentive Adj EPS Growth and ROIC – Actual Performance, Attainment and Payout and Long-Term Incentive Awards with Performance or Restriction Periods Ending in 2025 or early 2026 below.
• changedIts current members are Ms. Mooney (Chair), Ms. Grier, Mr.Ford,Mr. McCallister, Mr.Roseand Mr. Ubiñas.
• new42 2026 PROXY
• changedAlignment with Stockholders: Engage Engagementwith stockholders as isa key part of the Committee’s decision-making process, continuing AT&T’s processandAT&Thasalong history of incorporating stockholder perspectives into our executive compensation program.
• changedOur annual engagement with stockholders in the spring and fall led to stockholders supporting our program with 90.7% 90%of votes cast for approval of the “say on pay” proposal at the 2025 2024Annual Meeting of Stockholders.
• changedSee Stockholder Engagement in the “Proxy Statement Summary” for details of discussions. discussionswithstockholders.
• changedBalanced Short- and Long-Term Focus: Ensure that the compensation program provides an appropriate balance between the achievement of short- and long-term performance objectives, with a clear emphasis on managing the sustainability of the business and mitigating risk.
• newPay for Performance: Tie a significant portion of compensation to stock price and/or the achievement of predetermined goals that contribute to our success, reflected through the at-risk target compensation for each Named Executive Officer (NEO) and rigorous performance goals in the short- and long-term incentive programs.
• changedCompetitive and Market Based: Evaluate our compensation and benefits compared to appropriate peer companies to ensure we attract and retain world-class talent with leadership abilities and experience necessary to develop and execute business strategies, obtain superior results and build long-term stockholder value.
• changedPrincipled Program: Structure our program so that it aligns with both corporate governance best practices and our strategic objectives while remaining easy to explain and communicate.
• changedû No excessive dilution; as of July 1, 2025, 2024,our total dilution was 0.9% of outstanding stock.
• changedELEMENTS OF 2025 2024COMPENSATION
• new2026 PROXY 43 AT&T INC.
• changedDETERMINING 2025 2024TARGET COMPENSATION
• newThe Committee, in consultation with its independent consultant and considering feedback from our stockholders, maintained the same peer group from 2024, which continues to reflect AT&T’s scope (revenue, market capitalization and enterprise value), investments in technology and tech-enabled services, and competitors for talent and investor dollars.
• changed2025 2024AT&T Peer Group Boeing Cisco General Electric IBM Netflix Salesforce UPS Walmart Charter Comcast General Motors Intel Oracle T-Mobile US Verizon Walt Disney
• changedThe Committee’s Process for Establishing 2025 2024Target Compensation
• changed2025 2024Total Target Compensation and Pay Mix
• changedSee more details in the 2025 2024Long-Term Grants section.
• new44 2026 PROXY
• newAs part of the process described above, the Committee determined to make adjustments to 2025 total target compensation for certain NEOs to align with market peers and individual performance.
• newSpecifically, it approved increases to Mr. Stankey’s long-term target compensation of $3 million, Ms. Lee’s salary and short-term target compensation of $150,000 each, her long-term target compensation of $475,000, and Mr. McAtee’s short-term target compensation of $50,000.
• newThese adjustments address competitive talent market pressures while maintaining a focus on performance that benefits stockholders.
• changed2025 2024Total Compensation NEO Base Salary Target Short-Term Target Long-Term Total John Stankey $ 2,400,000 $ 5,600,000 $ 19,500,000 16,500,000$ 27,500,000 24,500,000Pascal Desroches $ 1,250,000 $ 2,750,000 $ 8,500,000 $ 12,500,000 Lori Lee $ 900,000 750,000$ 1,500,000 1,350,000$ 5,600,000 5,125,000$ 8,000,000 7,225,000David McAtee $ 1,300,000 $ 2,750,000 2,700,000$ 7,000,000 $ 11,050,000 11,000,000Jeff McElfresh $ 1,250,000 $ 2,750,000 $ 9,000,000 $ 13,000,000
• changedHOW NEOs WERE PAID FOR PERFORMANCE IN 2025 2024
• changed2025 2024Short-Term Incentive Awards – Performance Targets
• changedAfter reviewing the business strategy and plan in early 2025 and considering stockholder feedback, 2024,the Committee decided to make no change to performance metrics applicable to 2025 2024short-term incentive awards given their continued link to our business strategy and success in focusing leaders to achieve AT&T’s financial, operational and strategic goals.
• changed2025 2024SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS
• new2026 PROXY 45 AT&T INC.
• changed2025 2024Short-Term Incentive Awards – Performance Attainment and Associated Payout Percentages
• changedNEO Target Short-Term Short-Term Payout % Final Award Paid John Stankey $ 5,600,000 112% 107%$ 6,272,000 5,992,000Pascal Desroches $ 2,750,000 112% 107%$ 3,080,000 2,942,500Lori Lee $ 1,500,000 112% 1,350,000107%$ 1,680,000 1,444,500David McAtee $ 2,750,000 112% 2,700,000107%$ 3,080,000 2,889,000Jeff McElfresh $ 2,750,000 112% 107%$ 3,080,000 2,942,500
• newThe Committee made a $300,000 discretionary award to David McAtee for his strategic leadership in executing the disposition of the remaining stake in DIRECTV and reaching an agreement to acquire Lumen’s mass markets fiber business and spectrum from EchoStar, building on the Company’s leadership in fiber and 5G.
• newThe Committee made no other discretionary adjustments for NEOs in 2025.
• newThe 2025 FCF Performance Goal is lower than 2024 as it excludes DIRECTV distributions (as announced in December 2024 in connection with Analyst & Investor Day).
• changed2025 2024Short-Term Incentive Performance Goals and Attainment
• new46 2026 PROXY
• newFree Cash Flow results were adjusted as follows: Operating Income $24,162 Free Cash Flow $16,586 Adjustments per Grant Terms: Adjustments per Grant Terms: Merger & Acquisition Activity $98 Tax Reform Benefit ($1,550 ) Natural Disaster $305 Incremental Pension Contributions $1,150 Severance & Restructure $897 Legal Matter $372 Benefit Plans, Rabbi Trusts & Compensation ($116 ) Operating Income for Compensation $25,718 Free Cash Flow for Compensation $16,186
• changedThe Committee approved 105% 85%payout of the strategic metric (20% weighting) for all the NEOs, based on the goals and accomplishments listed below.
• newWe had a strong year as we met or exceeded our commitments on 4 of 5 objectives.
• newBring the AT&T Guarantee to life; driving teamwork, customer centricity, culture evolution, and engaged employees.
• new• AT&T’s brand health is improving versus our competitors as reflected in Brand Love and Net Promoter Score (NPS) metrics.
• new• Brand Love for AT&T has improved across every segment and every product.
• new• AT&T has the highest NPS amongst converged customers, showing the effectiveness of our converged strategy.
• new• These metrics are driven by factors such as pricing, promotions, and digital offerings, but one of the most important is the AT&T Guarantee – the first and only in the industry that includes both wireless and fiber networks.
• new• 79% of AT&T management employees reported being committed and engaged, surpassing the large, unionized company benchmark of 76%, but below the Fortune 100 benchmark of 85%.
• newWe also exceeded Fortune 100 benchmarks in supervisor feedback, employee retention intent, and perceptions of fair compensation.
• changed• Committed to fostering a workplace that promotes employees’ physical and mental wellbeing with 80% 74%of employees engaged in wellbeing programs, up 5 percentage points 8%vs. 2024. 2023.
• changed• Ratified 2 7bargaining contracts representing 9K employees, 30Kemployeesincreasing company contributions to healthcare and wellness.
• newBuild and reliably operate scaled converged networks.
• new• AT&T’s wireless network covers more than 99% of the U.S. population and was recognized by RootMetrics as the nation’s fastest, most reliable, and best overall.1
• new• Achieved milestone to pass 30 million consumer and business fiber locations six months ahead of schedule, ending the year with approximately 32 million total locations passed with fiber.
• newExpanded AT&T Internet Air capacity and availability to key markets across 47 states.
• new• Executed a series of strategic initiatives to enhance leadership in network convergence and position the company for future growth.
• newThese included:
• new• An agreement to acquire substantially all of Lumen’s Mass Markets fiber business, which at announcement totaled about 1 million fiber customers and 4 million fiber locations across 11 states.
• new• An agreement to acquire significant spectrum from EchoStar.
• newWe deployed the mid-band spectrum in less than 8 weeks, under a short-term spectrum manager lease, further strengthening AT&T’s 5G network capacity and performance.
• new1 Based on analysis by Ookla® of Speedtest Intelligence® data for Q1/Q2 2025.
• newOokla trademarks used under license and reprinted with permission.
• new2026 PROXY 47 AT&T INC.
• new• Mobility: While we continued to grow our high-quality subscriber base, adding over 1.5 million postpaid phone net additions, we saw elevated churn and increased switching between carriers across the industry.
• newAs a result, growth came at a higher cost than planned, resulting in pressure on margins and ARPU.
• newWireless service revenue rose to $67.4 billion, a 3.1% year-over-year increase.
• new• Consumer Wireline: Expanded leadership in fiber broadband adding over 1 million fiber customers for the eighth consecutive year and delivering $8.6 billion in fiber revenue—a 17.0% year-over-year increase.
• newSurpassed 10 million AT&T Fiber subscribers, more than doubling our fiber customer base and nearly tripling quarterly fiber revenues in less than five years.
• newAccording to Ookla, during 2025 AT&T offered the fastest and top-rated internet in the U.S. 1 Achieved milestone of 1 million customers to our AT&T Internet Air fixed wireless product.
• new• Business Wireline: Business Wireline revenue trajectory improved as we controlled and reduced Legacy services declines and drove increased focus on Fiber and Advanced connectivity services.
• newWon new Enterprise and government contracts with a focus on system solutions and AT&T Dynamic Defense.
• new• New product growth: We expanded and scaled products launched in the past 18 months – including AT&T Turbo, Internet Backup, All-Fi Pro, and AT&T Dynamic Defense.
• newThis is an area where we need to build capabilities to greatly improve our new product portfolio and speed to market.
• newWe are making investments in talent and focused research to create a strong pipeline of new product launches in 2026.

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