AT&T Inc.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 15:06

Amendments to Bylaws (Form 8-K)

ITEM 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 15, 2026, the Company filed a Certificate of Elimination with the Secretary of State of Delaware to eliminate its Fixed Rate Reset Perpetual Preferred Securities, Series B (the "Certificate of Elimination"). The Certificate of Elimination became effective upon filing with the Secretary of State.

As described in Item 5.07 below, at the 2026 Annual Meeting, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to exculpate certain officers from personal liability for breach of fiduciary duties to the extent permitted by the Delaware General Corporation Law (the "Exculpation Amendment"). On May 15, 2026, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect the Exculpation Amendment. The Certificate of Amendment became effective upon filing with the Secretary of State. Also, on May 15, 2026, the Company filed a Restated Certificate of Incorporation with the Secretary of State of Delaware to integrate the Certificate of Elimination, the Exculpation Amendment and the Certificates of Designations for the Company's 5.000% Perpetual Preferred Stock, Series A and 4.750% Perpetual Preferred Stock, Series C. The Restated Certificate of Incorporation became effective upon filing with the Secretary of State, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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