AT&T 8-K 2026-07-28

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 28, 2026

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 disclosed, on August 25, 2025, AT&T Mobility II LLC (the “Buyer”), a Delaware limited liability company and indirect, wholly-owned subsidiary of AT&T Inc. (the “Company”), entered into a License Purchase Agreement (the “License Purchase Agreement”) with EchoStar Corporation (“EchoStar”) and certain subsidiaries of EchoStar (together with EchoStar, the “Sellers”).

On July 28, 2026, the Buyer and Sellers completed the closing (the “Closing”) of the transactions contemplated by the License Purchase Agreement, which included the Buyer acquiring licenses in the 600 MHz band and in the 3.45 GHz band, in exchange for total cash consideration of approximately $23 billion (the “Purchase Price”).

On July 28, 2026, the Company drew $11.5 billion on its two-year term loan facility and $3.0 billion on its 364-day term loan facility, each of which is part of its $17.5 billion Delayed Draw Term Loan Credit Agreement (the “Term Loan”) with Bank of America, N.A., as agent, to finance a portion of the Purchase Price with the balance being paid in cash. The Term Loan has customary provisions on default and acceleration.

A summary of the material terms of the License Purchase Agreement is incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2025. A summary of the material terms of the Term Loan is incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2025.

On July 28, 2026, the Company issued a press release with respect to the matters described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K 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 it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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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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