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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) August 25, 2025
AT&T INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
001-08610 |
43-1301883 |
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| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
208 S. Akard St., Dallas, Texas |
75202 |
|
| (Address of Principal Executive Offices) | (Zip Code) |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Shares (Par Value $1.00 Per Share) |
T |
New York Stock Exchange |
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NYSE Texas |
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Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A |
T PRA |
New York Stock Exchange |
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Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C |
T PRC |
New York Stock Exchange |
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AT&T Inc. 3.550% Global Notes due November 18, 2025 |
T 25B |
New York Stock Exchange |
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AT&T Inc. 3.500% Global Notes due December 17, 2025 |
T 25 |
New York Stock Exchange |
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AT&T Inc. 0.250% Global Notes due March 4, 2026 |
T 26E |
New York Stock Exchange |
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AT&T Inc. 1.800% Global Notes due September 5, 2026 |
T 26D |
New York Stock Exchange |
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AT&T Inc. 2.900% Global Notes due December 4, 2026 |
T 26A |
New York Stock Exchange |
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AT&T Inc. 1.600% Global Notes due May 19, 2028 |
T 28C |
New York Stock Exchange |
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AT&T Inc. 2.350% Global Notes due September 5, 2029 |
T 29D |
New York Stock Exchange |
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AT&T Inc. 4.375% Global Notes due September 14, 2029 |
T 29B |
New York Stock Exchange |
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AT&T Inc. 2.600% Global Notes due December 17, 2029 |
T 29A |
New York Stock Exchange |
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AT&T Inc. 0.800% Global Notes due March 4, 2030 |
T 30B |
New York Stock Exchange |
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AT&T Inc. 3.150% Global Notes due June 1, 2030 |
T 30C |
New York Stock Exchange |
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AT&T Inc. 3.950% Global Notes due April 30, 2031 |
T 31F |
New York Stock Exchange |
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AT&T Inc. 2.050% Global Notes due May 19, 2032 |
T 32A |
New York Stock Exchange |
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AT&T Inc. 3.550% Global Notes due December 17, 2032 |
T 32 |
New York Stock Exchange |
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AT&T Inc. 3.600% Global Notes due June 1, 2033 |
T 33A |
New York Stock Exchange |
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AT&T Inc. 5.200% Global Notes due November 18, 2033 |
T 33 |
New York Stock Exchange |
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AT&T Inc. 3.375% Global Notes due March 15, 2034 |
T 34 |
New York Stock Exchange |
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AT&T Inc. 4.300% Global Notes due November 18, 2034 |
T 34C |
New York Stock Exchange |
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AT&T Inc. 2.450% Global Notes due March 15, 2035 |
T 35 |
New York Stock Exchange |
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AT&T Inc. 3.150% Global Notes due September 4, 2036 |
T 36A |
New York Stock Exchange |
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AT&T Inc. 4.050% Global Notes due June 1, 2037 |
T 37B |
New York Stock Exchange |
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AT&T Inc. 2.600% Global Notes due May 19, 2038 |
T 38C |
New York Stock Exchange |
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AT&T Inc. 1.800% Global Notes due September 14, 2039 |
T 39B |
New York Stock Exchange |
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AT&T Inc. 7.000% Global Notes due April 30, 2040 |
T 40 |
New York Stock Exchange |
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AT&T Inc. 4.250% Global Notes due June 1, 2043 |
T 43 |
New York Stock Exchange |
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AT&T Inc. 4.875% Global Notes due June 1, 2044 |
T 44 |
New York Stock Exchange |
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AT&T Inc. 4.000% Global Notes due June 1, 2049 |
T 49A |
New York Stock Exchange |
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AT&T Inc. 4.250% Global Notes due March 1, 2050 |
T 50 |
New York Stock Exchange |
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AT&T Inc. 3.750% Global Notes due September 1, 2050 |
T 50A |
New York Stock Exchange |
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AT&T Inc. 5.350% Global Notes due November 1, 2066 |
TBB |
New York Stock Exchange |
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. ☐
Item 1.01 |
Entry into a Material Definitive Agreement. |
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”).
Pursuant to the License Purchase Agreement, the Buyer will acquire licenses in the 600 MHz band (the “600 MHz Licenses”) and in the 3.45 GHz band (the “3.45 GHz Licenses”), in exchange for total cash consideration of approximately $23 billion, subject to adjustment as discussed below (the “Purchase Price”). Concurrently with entry into the License Purchase Agreement, affiliates of the Buyer and Sellers entered into an agreement to extend the terms of certain existing long-term spectrum manager leases between such parties for an additional period of 99 years in connection with licenses relating to spectrum in Hawaii (the “Hawaii Licenses” and, together with the 600 MHz Licenses and the 3.45 GHz Licenses, the “Licenses”). Consideration for the lease extensions is included in the Purchase Price.
Each of the Sellers and Buyer may, in certain circumstances, elect to exclude certain Licenses from the set of Licenses delivered to the Buyer at the closing of the transactions (the “Closing”), including, with respect to the Buyer, if, prior to the Closing, (i) a License is impaired such that any representations made by the Sellers relating to such License become materially inaccurate, or (ii) such License is revoked, cancelled, terminated or not renewed (any such License, an “Excluded License”). For any Excluded License, the Purchase Price will be reduced by an amount in cash allocated to such license pursuant to the License Purchase Agreement (such Purchase Price reduction, the “Excluded Reduction”). The Sellers are not obligated to consummate the transactions if the Purchase Price, after giving effect to the aggregate amount of Excluded Reductions, is less than $18.6 billion (the “Minimum Purchase Price”). However, if the aggregate amount of Excluded Reductions would otherwise reduce the Purchase Price below the Minimum Purchase Price, the Buyer may elect to pay the Minimum Purchase Price at Closing, in which case this condition will be deemed satisfied.
The License Purchase Agreement contains customary representations, warranties, covenants, indemnification obligations and termination rights.
The License Purchase Agreement provides that consummation of the transactions is subject to the satisfaction or waiver of certain closing conditions, including: (a) no judgment or injunction restraining, enjoining or otherwise prohibiting the transactions; (b) filings and clearances under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (c) the receipt of certain consents and approvals from the Federal Communications Commission.
In addition to the mutual closing conditions described above, the consummation of the transactions is also subject to the satisfaction or waiver of certain conditions that are solely for the benefit of the Buyer, including: (a) receipt of all required regulatory approvals, without the imposition of any condition that would result in a Buyer Regulatory Adverse Effect (as defined in the License Purchase Agreement); (b) grant of all requests included in the FCC applications and notices; (c) certain indebtedness of EchoStar and its affiliates encumbering the Licenses will have been paid off by EchoStar and the corresponding liens encumbering the Licenses having been released; (c) the aggregate Excluded Reduction not exceeding an agreed upon materiality threshold; and (d) absence of any Material Adverse Change (as defined in the License Purchase Agreement).
The License Purchase Agreement provides for specified termination rights. Among other customary termination rights, the Buyer or the Sellers have the right to terminate the License Purchase Agreement if the transactions are not consummated within 12 months of the date of the License Purchase Agreement, subject to up to two six-month extensions if necessary to allow the completion of obtaining the required regulatory approvals. The initial six-month extension may be exercised at the election of either the Buyer or the Sellers, while any second six-month extension would require the mutual agreement of both parties.
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Item 7.01 |
Regulation FD Disclosure. |
On August 26, 2025, 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.
Item 9.01 |
Financial Statements and Exhibits. |
| (d) | Exhibits |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
AT&T INC. |
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Date: August 26, 2025 |
By: |
/s/ Pascal Desroches |
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Pascal Desroches |
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Senior Executive Vice President and Chief Financial Officer |
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-4-
Exhibit 99.1
DALLAS, August 26, 2025
AT&T to Acquire Spectrum Licenses from EchoStar
Investment in critical U.S. communications infrastructure supercharges AT&T’s converged connectivity leadership strategy and furthers goal of becoming the best connectivity provider in America
Key Takeaways:
| • | $23 billion acquisition will add an average of approximately 50 MHz of low-band and mid-band spectrum to AT&T’s holdings – covering virtually every market across the U.S. and positioning AT&T to maintain long-term leadership in advanced connectivity across 5G and fiber |
| • | Transaction powers improved and capital-efficient long-term growth by accelerating the Company’s ability to add converged subscribers with both 5G wireless and home internet services in more places |
| • | Leading AT&T network will enable continued EchoStar participation in wireless industry through long-term wholesale network services agreement |
| • | AT&T reiterates full-year 2025 financial guidance and capital return plans including an expected $20 billion of share repurchase capacity during 2025-2027 |
Note: The Company will provide more details around the planned spectrum acquisition, its long-term strategy and plans to drive strong returns to shareholders today at 8:30 a.m. ET. The webcast, replay and related materials will be available at investors.att.com.
AT&T (NYSE:T) (the Company) has agreed to purchase certain wireless spectrum licenses from EchoStar (NASDAQ: SATS) for a total of approximately $23 billion, subject to certain adjustments.
AT&T and EchoStar have also agreed to enhance their long-term wholesale network services agreement, enabling EchoStar to operate as a hybrid mobile network operator (MNO) providing wireless service under the Boost Mobile brand. AT&T will be the primary network services partner to EchoStar as it continues to serve wireless customers.
“This acquisition bolsters and expands our spectrum portfolio while enhancing customers’ 5G wireless and home internet experience in even more markets,” said John Stankey, Chairman and CEO, AT&T. “No one brings wireless and fiber internet to more places or
| © 2025 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. |
does it better than AT&T – and we do it with the industry’s first and only guarantee for both wireless and fiber. We’re adding fuel to our winning strategy of investing in valuable wireless and broadband assets to become America’s best connectivity provider.”
Spectrum purchase transaction details
AT&T will acquire approximately 30 MHz of nationwide 3.45 GHz mid-band spectrum and approximately 20 MHz of nationwide 600 MHz low-band spectrum for approximately $23 billion in an all-cash transaction, subject to certain adjustments.
These licenses cover virtually every market across the U.S. – over 400 markets in total – significantly strengthening AT&T’s low-band and mid-band spectrum holdings.
AT&T intends to begin deploying these mid-band licenses, which are compatible with its 5G network, as soon as possible. The Company expects to support the deployment of these licenses, as well as the acquired low-band licenses, within the multi-year capital investment* guidance provided with its second quarter 2025 earnings release. Additionally, AT&T maintains the fiber expansion targets it provided with its second quarter earnings release.
The transaction is expected to close in mid-2026, subject to certain closing conditions, including regulatory approvals.
Serving Americans with the best connectivity experience
The announced acquisition furthers AT&T’s goal of becoming the best connectivity provider in America while delivering significant value to customers, shareholders and the Company. This transaction will:
| • | Position AT&T to maintain long-term leadership in advanced, high-performance connectivity – across 5G and fiber. AT&T already operates the largest wireless network in the U.S. and was the first major carrier to announce plans to lead the U.S. in commercial scale open radio access network (Open RAN) deployment. The acquired licenses will allow AT&T to continue to be a leader in wireless through enhanced 5G coverage, even greater reliability and faster speeds. |
When combined with the Company’s fiber internet network – the largest and fastest growing in the U.S. – these enhancements to its 5G network position AT&T to meet critical connectivity needs for consumers, businesses and first responders today and well into the future.
| * Further clarification and explanation of non-GAAP measures and reconciliations to their most comparable GAAP measures can be found in the “Non-GAAP Measures and Reconciliations to GAAP Measures” section of the release and at investors.att.com. | ||
| © 2025 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. | Page 2 | |
The next generation of connectivity is beginning to emerge and will require networks with even greater capacity as data demand grows. This move positions AT&T to be at the forefront of enabling emerging AI and IoT use cases, such as AI-native devices, autonomous vehicles and advanced robotics.
| • | Give American consumers more choice when selecting home internet and wireless services the way they prefer – together. As a result of this transaction, AT&T expects to accelerate and expand availability of its advanced fixed wireless home internet service – AT&T Internet Air. This includes areas where the Company intends to offer AT&T Fiber in the future. By rapidly deploying these mid-band spectrum licenses, the Company has the ability to quickly grow its base of AT&T Internet Air customers in these areas and migrate them to AT&T Fiber over time. |
The acquired licenses also enhance AT&T’s opportunity to transition customers from legacy copper-based phone and internet services to next generation connectivity such as AT&T Internet Air and AT&T Phone – Advanced in areas that AT&T will not reach with fiber.
| • | Drive improved and capital efficient long-term growth. By accelerating and expanding the Company’s opportunity to offer advanced connectivity across the country, AT&T expects this transaction to support strong and sustained growth in its high-value base of converged customers that subscribe to both its home internet and 5G wireless services. |
The Company also expects to achieve long-term operating efficiencies as the acquisition of these licenses will reduce the need to boost network capacity through the capital-intensive construction of additional cell sites.
AT&T reiterates 2025 financial guidance and capital returns plans, intends to return to long-term net leverage target over time
As a result of actions to strengthen the balance sheet over the past several years, the Company is able to take advantage of this strategic opportunity.
AT&T intends to finance the spectrum purchase transaction with cash on hand and incremental borrowings. Following the closing of the transaction, AT&T expects its net debt-to-adjusted EBITDA ratio* to increase to the 3x range and to return to a level consistent with its leverage target in the 2.5x range within approximately 3 years.
AT&T maintains the capital returns plan outlined at its 2024 Analyst & Investor Day and updated with its second quarter 2025 earnings release, including $20 billion of capacity for
| * Further clarification and explanation of non-GAAP measures and reconciliations to their most comparable GAAP measures can be found in the “Non-GAAP Measures and Reconciliations to GAAP Measures” section of the release and at investors.att.com. | ||
| © 2025 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. | Page 3 | |
share repurchases during 2025-2027. The Company expects to maintain a consistent approach to capital returns during 2028-2029 while reducing its net debt-to-adjusted EBITDA ratio*, supported by improved long-term growth in service revenue and Adjusted EBITDA from this transaction and strong free cash flow.
AT&T reiterates all full-year 2025 financial guidance and the long-term financial outlook provided with its second quarter 2025 earnings report, which includes expectations for growth in consolidated service revenue, adjusted EBITDA* and adjusted EPS* as well as its outlook for free cash flow* and capital investment*. The Company does not expect a material impact to adjusted EPS and free cash flow from this transaction during the first 24 months following deal close, with accretion to both metrics expected in the third year.
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Cautionary Language Concerning Forward-Looking Statements
Information set forth in this news release contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual results might differ materially. A discussion of factors that may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission. AT&T disclaims any obligation to update and revise statements contained in this news release based on new information or otherwise. Adjusted EBITDA, adjusted EPS, capital investment, free cash flow and net debt-to-adjusted EBITDA estimates depend on future levels of revenues, expenses, cash from operating activities, capital expenditures, vendor financing payments and other metrics which are not reasonably estimable at this time. Accordingly, we cannot provide reconciliations between these projected non-GAAP metrics and the most comparable GAAP metrics and related ratios without unreasonable effort.
* Further clarification and explanation of non-GAAP measures and reconciliations to their most comparable GAAP measures can be found in the “Non-GAAP Measures and Reconciliations to GAAP Measures” section of the release and at investors.att.com.
About AT&T
We help more than 100 million U.S. families, friends and neighbors, plus nearly 2.5 million businesses, connect to greater possibility. From the first phone call 140+ years ago to our 5G wireless and multi-gig internet offerings today, we @ATT innovate to improve lives. For more information about AT&T Inc. (NYSE:T), please visit us at about.att.com. Investors can learn more at investors.att.com.
For more information, contact:
Brittany Siwald
AT&T Corporate Communications
Phone: (214) 202-6630
Email: brittany.a.siwald@att.com
| * Further clarification and explanation of non-GAAP measures and reconciliations to their most comparable GAAP measures can be found in the “Non-GAAP Measures and Reconciliations to GAAP Measures” section of the release and at investors.att.com. | ||
| © 2025 AT&T Intellectual Property. All rights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property. | Page 4 | |