AT&T INC.

In January 2023, our NEOs received long-term awards in the form of:

COMPENSATION DISCUSSION AND ANALYSIS

The associated grant values for these awards were:

2023 TARGET LONG-TERM VALUES

The above table summarizes annual awards of Performance Shares and RSUs approved in 2023. The total long-term target for 2023 is shown in the 2023 Total Target Compensation and Pay Mix section.

2023 PERFORMANCE SHARE GRANTS

The Performance Shares granted in 2023 are for the 2023-2025 performance period. The Committee determined that the Performance Shares would be tied to EPS Growth and ROIC performance metrics with a payout modifier based on a comparison of AT&T’s TSR to our AT&T Peer Group.

EPS Goal—Payout Table Calculation and Description

We established athree-year compound annual growth rate EPS performance target. Payouts may occur above or below the target depending on performance achievement. We calculate EPS by taking our annual adjusted net income minus minority and preferred interest and divide by our weighted average shares outstanding for the relevant year, subject to adjustments. Athree-year compound annual growth rate is then computed by comparing the EPS for the final year of the performance period to the base year of the performance(year-end 2022) to determine the final performance. We do not disclose the internal absolute performance targets set for the three-year performance period because such disclosure would include competitively sensitive information and could be construed as earnings guidance; however, EPS performance targets are generally aligned to the Company’s long-term financial objectives and are disclosed following the end of the performance period. Potential payouts range from 0% to 200% of the number of Performance Shares granted.

ROIC Goal—Payout Table Calculation and Description

We established a ROIC performance target at the beginning of thethree-year performance period. Payouts may occur above or below the target depending on performance achievement. We calculate ROIC for the 2023-2025 performance period by taking our annual reported net income minus minority interest and adding after-tax interest expense and dividing that result by the total of the average debt and average stockholder equity for the relevant year, subject to adjustments. The ROIC for each year is then averaged over thethree-year performance period to determine the final performance. We do not disclose the internal absolute performance targets set for the three-year performance period because such disclosure would include competitively sensitive information and could be construed as earnings guidance; however, ROIC performance targets are generally aligned to the Company’s long-term financial objectives and are disclosed following the end of the performance period. Potential payouts range from 0% to 200% of the number of Performance Shares granted.

Performance Exclusions

The following performance exclusions apply to the 2023 Performance Share grants. For mergers and acquisitions and disposition activity for significant equity investments or direct or indirect ownership over $2.0 billion, we exclude the dilutive and cash flow impacts of intangible amortization, asset write-offs and impairments, accelerated depreciation, and transaction and restructuring costs so that the impact of certain significant transactions, including those which may not have been contemplated in the determination of a

COMPENSATION DISCUSSION AND ANALYSIS

performance metric, will not have an impact on the performance results. We also exclude the dilutive or accretive and cash flow impacts of certain matters to the extent the collective net impact of such matters in one of the following specific categories exceeds $300 million in a calendar year: changes in accounting principles, changes in federal or state tax laws, expenses caused by natural disasters, accounting write-downs of goodwill, other intangible assets and fixed assets, and accounting gains/losses from asset dispositions and severance costs. Further exclusions are dilutive or accretive impact to EPS from repurchases of common shares that varies from budgeted levels of repurchases, and dilutive impacts related to issuances of common shares for purposes of merger and acquisition activity. Additionally, we disregard the actuarial andmark-to-market gains and losses related to the assets and liabilities of pension and other post-retirement benefit plans and rabbi trusts and benefit plan funding that varies from budget.

TSR Performance Modifier

We believe that TSR is an important measure because it helps ensure that our executives’ interests are aligned with those of stockholders. This modifier provides that 2023 Performance Share Award payouts may be adjusted based on our positive or negative TSR (stock appreciation plus reinvestment of dividends) performance relative to our AT&T Peer Group. TSR performance will be measured over the entire performance period.

TSR PERFORMANCE MODIFIER

2023-2025 Performance Period

At the end of the performance period, the number of Performance Shares to be paid out, if any, will be determined by comparing the actual performance of the Company against the predetermined performance objective for EPS Growth and ROIC, and modifying the award for relative TSR achievement, if applicable. In addition, the Committee may make discretionary adjustments. Combined Performance Shares and RSU distribution is 50% cash and 50% stock.

For 2024, the Committee will use the S&P 500 Index to measure TSR Performance for the Performance Share awards. Initial research indicated wide use of S&P indices across the peer group companies, and additional research indicated that most peer companies use the S&P 500. The S&P 500 offers a broad composition of companies; therefore, changes in its broad composition do not distort AT&T’s relative performance. After consultation with its independent consultant, the Committee selected this index to better align with market and peer practice.

2023 RESTRICTED STOCK UNIT GRANTS

The Committee awarded 2023 RSU grants that will vest and distribute 33-1/3% each year over three years. Other grant terms include: (i) dividend equivalents paid quarterly on outstanding RSU grants in cash at the time regular dividends are paid on our common stock, (ii) paid 100% in stock to further tie executives’ interests to those of stockholders, (iii) fully vested at grant for retirement eligible officers; however, the award does not distribute until the scheduled distribution date, and (iv) continues to comprise 25% of NEOs’ total long-term incentives with 75% of total long-term incentives granted in the form of Performance Shares.

COMPENSATION DISCUSSION AND ANALYSIS