Executive Brief

  • AT&T Inc. closed a $5 billion debt offering on September 24, 2025, issuing four tranches of Global Notes with maturities ranging from 2032 to 2054 (Item 8.01).
  • Notes issued: $1.15B 4.550% due 2032, $1.25B 4.900% due 2035, $1.1B 5.550% due 2045, $1.5B 5.700% due 2054 (Item 8.01).
  • Underwriting Agreement dated September 18, 2025, with BNP Paribas, BofA Securities, Citigroup, J.P. Morgan, and Mizuho as lead underwriters (Item 8.01, Exhibit 1.1).
  • Notes issued under the Indenture dated May 15, 2013, with The Bank of New York Mellon Trust Company as trustee (Item 8.01).
  • Notes registered under Securities Act via Form S-3 (No. 333-285413) and prospectus supplement dated September 18, 2025 (Item 8.01).
  • Legal opinion on validity of Notes provided by AT&T’s Assistant VP - Senior Legal Counsel (Exhibit 5.1).
  • This 8-K filing is to incorporate the offering documents by reference into AT&T’s registration statement (Item 8.01).
  • No financial guidance, operational impacts, or risk factors disclosed in this filing.
  • No officer/director changes or governance matters reported.
  • No non-GAAP measures or forward-looking statements explicitly referenced.

Item-by-Item Analysis

Item 8.01 – Other Events

  • What happened: AT&T closed a $5 billion offering of four series of Global Notes on September 24, 2025.
  • Parties/terms:
    • $1,150,000,000 4.550% Global Notes due 2032
    • $1,250,000,000 4.900% Global Notes due 2035
    • $1,100,000,000 5.550% Global Notes due 2045
    • $1,500,000,000 5.700% Global Notes due 2054
  • Underwriting Agreement dated September 18, 2025, with BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Mizuho Securities USA LLC as representatives of the underwriters.
  • Notes issued pursuant to Indenture dated May 15, 2013, with The Bank of New York Mellon Trust Company, N.A. as trustee.
  • Notes registered under Securities Act via Form S-3 (No. 333-285413) and prospectus supplement dated September 18, 2025.
  • Legal opinion on validity of Notes provided by Bryan Hough, Assistant VP - Senior Legal Counsel and Assistant Secretary of AT&T.
  • Purpose of filing: to incorporate offering documents by reference into registration statement.
  • No mention of use of proceeds, covenants, or specific financial impacts.
  • Source: (Item 8.01, para 1-5), (Exhibit 1.1, 4.1-4.4, 5.1, 23.1).

Item 9.01 – Financial Statements and Exhibits

  • Exhibits filed:
    • 1.1 Underwriting Agreement dated September 18, 2025
    • 4.1 Form of 4.550% Global Notes due 2032
    • 4.2 Form of 4.900% Global Notes due 2035
    • 4.3 Form of 5.550% Global Notes due 2045
    • 4.4 Form of 5.700% Global Notes due 2054
    • 5.1 Legal opinion on validity of Notes by Bryan Hough
    • 23.1 Consent of Bryan Hough (included in Exhibit 5.1)
    • 104 Inline XBRL cover page
  • Source: (Item 9.01).

Exhibits Summary

  • Exhibit 1.1: Underwriting Agreement with detailed terms of the offering and parties involved.
  • Exhibits 4.1 to 4.4: Forms of the Notes specifying terms such as interest rates, maturity dates, and other customary provisions.
  • Exhibit 5.1: Legal opinion confirming validity of the Notes.
  • Exhibit 23.1: Consent of legal counsel.
  • No additional financial or operational details beyond the offering terms.

Financial & Dilution Impact

  • Debt issuance totaling $5 billion increases AT&T’s long-term debt.
  • Interest rates range from 4.550% to 5.700%, with maturities from 2032 to 2054.
  • No information on use of proceeds or impact on leverage ratios.
  • No equity dilution or share issuance reported.

Timeline & Required Actions

  • Closing date: September 24, 2025.
  • Underwriting Agreement executed September 18, 2025.
  • Notes mature in 2032, 2035, 2045, and 2054 respectively.
  • No further approvals or conditions disclosed.

Risks & Monitoring

  • No new risk factors or material uncertainties disclosed.
  • Investors should monitor interest rate environment and AT&T’s debt servicing capacity.
  • No mention of material adverse change (MAC) clauses or covenants in this filing.

Metadata & Quality Checks

  • No OCR or formatting issues detected.
  • Non-GAAP reconciliation: Not applicable/No.
  • Forward-looking statements: Not explicitly present.
  • Related-party transactions: None disclosed.

Final Checklist

  • Items disclosed: 8.01, 9.01.
  • No other Items present.
  • Exhibits filed as required.
  • Legal opinion and consent included.
  • No financial statements or pro forma data included.

Summary

This 8-K reports AT&T’s closing of a $5 billion debt offering across four note series with staggered maturities and fixed interest rates. The filing incorporates by reference the underwriting agreement, note forms, and legal opinions. No operational, financial guidance, or risk disclosures accompany the offering announcement. Investors should note the increased debt load and monitor future disclosures for use of proceeds and impact on financial metrics.

Original Filing