DEF 14A of T-Mobile US, Inc., Apr 27, 2026

DEF 14A of T-Mobile US, Inc.

Filed Apr 27, 2026 · FY20250001193125-26-181884

Open on EDGAR

  1. About the Board of Directors

    About the Board of Directors

  2. Our Board

    Our Board Our Board currently consists of 13 directors. We are required to have a “National Security Director” pursuant to our national security commitments entered into in connection with the Sprint Combination. Letitia A. Long currently serves in such capacity. Pursuant to our certificate of incorporation and the Stockholders’ Agreement, Deutsche Telekom has certain rights to designate director nominees and to have such designees serve on the committees of the Board. See “Transactions with Related Persons and Approval — Transactions with Deutsche Telekom and SoftBank — Stockholders’ Agreement” for more information.

  3. Director Compensation

    Director Compensation

  4. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our “non-employee directors” — directors who are not employees of the Company or officers or employees of Deutsche Telekom — are eligible to participate in the Company’s non-employee director compensation program, described below. The Compensation Committee periodically reviews the compensation of our non-employee directors. As part of the review, the Compensation Committee engages Mercer to assess our non-employee director compensation program in comparison to our peer group (see “Executive Compensation — Factors Considered in Determining Executive Compensation—Executive Compensation Peer Group” for more information on our peer group). Based on such assessment, the non-employee director compensation program is adjusted as appropriate to ensure alignment with market practices. Our non-employee director compensation program was amended effective as of June 6, 2025, to increase the additional annual cash retainer for the lead independent director from $55,000 to $75,000 and to increase the value of the additional annual cash retainer for the Compensation Committee chair from $25,000 to $32,500.

  5. Non-Employee Director Compensation Program

    | 16 | PROXY STATEMENT 2026 ▇ |

  6. Key Features of our Non-Employee Director Compensation Program

    Key Features of our Non-Employee Director Compensation Program

  7. Key Features of our Non-Employee Director Compensation Program

    | A larger allocation of total director compensation to equity-based compensation rather than cash compensation |

  8. Key Features of our Non-Employee Director Compensation Program

    | All equity-based compensation is subject to a vesting period |

  9. Key Features of our Non-Employee Director Compensation Program

    | Stock ownership guidelines of five times the non-employee director’s annual cash retainer for Board services |

  10. Key Features of our Non-Employee Director Compensation Program

    | Elements of Non-Employee Director Compensation | Amount ($) | | Annual cash retainer | 143,000 | | Additional annual cash retainer for: | | | Lead Independent Director | 75,000 | | Audit Committee Chair | 60,000 | | Compensation Committee Chair | 32,500 | | Nominating, Corporate Governance and Compliance Committee Chair | 20,000 | | Additional Retainer for Audit Committee Members (including the Audit Committee Chair) | 15,000 | | National Security Director | 75,000 | | Annual award of Restricted Stock Units | 255,000 | | Additional cash amounts for each Board and committee meeting: | | | Board | 3,000 | | Committee | 2,000 |

  11. Key Features of our Non-Employee Director Compensation Program

    The annual award of time-based restricted stock units (“RSUs”) is made immediately after each annual meeting of stockholders. The RSUs vest on the one-year anniversary of the grant date or, for directors not standing for re-election, on the date of the next annual meeting of stockholders, subject to continued service as a non-employee director through the vesting date. In the event of a director’s termination of service prior to vesting, all RSUs are automatically forfeited. The RSUs immediately vest on the date of a change in control of the Company, subject to the applicable director’s continued service as a non-employee director through such date. Annual cash retainers and the annual RSU awards are prorated for any person who becomes a non-employee director and/or committee chair, or who otherwise becomes entitled to an additional annual cash retainer as described above, at any time of the year other than the date of the Company’s annual meeting of stockholders. Non-employee directors also receive reimbursement of expenses incurred in connection with their Board and committee services and are eligible to receive up to two handsets per year and up to 10 lines of U.S. service pursuant to the Board of Directors Phone Perquisite program.

  12. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table During fiscal year 2025, the Company’s non-employee directors received the following compensation for their services:

  13. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | André Almeida(2) | 107,790 | — | 9,511 | 117,302 | | Marcelo Claure | 173,000 | 255,203 | 31,666 | 459,868 | | Thomas Dannenfeldt | 122,257 | 255,203 | — | 377,460 | | Srikant M. Datar | 248,000 | 255,203 | 35,807 | 539,010 | | James J. Kavanaugh | 184,000 | 255,203 | 31,480 | 470,683 | | Letitia A. Long | 238,000 | 305,358 | 152,039 | 695,397 | | Teresa A. Taylor | 277,000 | 255,203 | 31,330 | 563,532 | | Kelvin R. Westbrook(2) | 92,838 | — | 15,761 | 108,599 |

  14. 2025 Non-Employee Director Compensation Table

    | ▇ PROXY STATEMENT 2026 | 17 |

  15. 2025 Non-Employee Director Compensation Table

    | 1 | Includes annual cash retainers and cash meeting fees earned in accordance with the non-employee director compensation program. |

  16. 2025 Non-Employee Director Compensation Table

    | 2 | Messrs. Almeida and Westbrook ceased to be a director of the Company on August 31, 2025 and June 6, 2025, respectively. |

  17. 2025 Non-Employee Director Compensation Table

    | 3 | The value of stock awards is determined using the aggregate grant-date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation–Stock Compensation,” or ASC 718, excluding the effect of any estimated forfeitures. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by the directors. See Note 13 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of the assumptions we apply in calculating these amounts. The annual RSU award to Mr. Almeida was cancelled in connection with his resignation from the Board effective on August 31, 2025. For Ms. Long, this column also includes an additional RSU award for her services in overseeing compliance with certain national security commitments. As of December 31, 2025, each of Ms. Taylor and Messrs. Claure, Dannenfeldt, Datar and Kavanaugh held 1,038 unvested time-based RSUs and Ms. Long held 1,242 unvested time-based RSUs. |

  18. 2025 Non-Employee Director Compensation Table

    | 4 | Includes (i) phone perquisites under the Board of Directors Phone Perquisite Program, (ii) personal travel expenses in connection with Board and committee meetings, and (iii) for Ms. Long, $123,750 in fees for her services in overseeing compliance with certain national security commitments. |

  19. Director Nominee Qualifications, Skills and Attributes

    Director Nominee Qualifications, Skills and Attributes

  20. Director Nominee Qualifications, Skills and Attributes

    | Qualifications and Expertise | | | | | | | | | | | | | | | Cybersecurity Expertise | | | ✔ | | ✔ | ✔ | | | | | | | ✔ | | Executive Management Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Marketing & Sales | ✔ | | ✔ | ✔ | ✔ | ✔ | | | ✔ | ✔ | ✔ | ✔ | ✔ | | Mergers & Acquisitions | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Technology & Innovation | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Industry & Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Corporate Responsibility Strategy and Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | ✔ | | People Practices Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Government Affairs, Regulatory & Legal | ✔ | | ✔ | ✔ | | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Global and International Operations | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | Designation | | | | | | | | | | | | | | | Deutsche Telekom | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | | | Nom & Gov | | ✔ | | | | | | | | ✔ | | ✔ | | | T-Mobile CEO | | | | | | | | | | | | | ✔ | | Tenure and Independence | | | | | | | | | | | | | | | Tenure | 2020 | 2013 | 2025 | 2013 | 2018 | 2023 | 2013 | 2013 | 2020 | 2021 | 2018 | 2013 | 2025 | | Independence | Yes | Yes | Yes | No | No | Yes | No | No | No | Yes | No | Yes | No |

  21. Director Nominee Qualifications, Skills and Attributes

    | * Qualifies as an audit committee financial expert as defined by Item 407(d)(5) of Regulation S-K. |

  22. Stockholder Engagement

    Stockholder Engagement T-Mobile is committed to fostering robust, frequent, consistent, and transparent communication with stockholders as part of our commitment to strong corporate governance. In February 2026, we hosted our Capital Markets Update event, where our executive leadership team outlined plans for the Company’s continued growth leadership, value creation and share taking in wireless and broadband while growing new businesses and updated investors on targets set out from our September 2024 Capital Markets Day. In addition, our executive leadership team engages extensively and regularly with stockholders through various avenues, including through one-on-one meetings, group meetings, and prominent investor conferences. Our investor relations team actively facilitates ongoing year-round robust dialogue in multiple ways with stockholders, including proactive post-earnings communications, for a comprehensive exchange of insights and perspectives on a variety of topics, such as corporate strategy, business performance, financial results, and corporate responsibility matters. This approach allows us to maintain meaningful two-way dialogue that caters to the diverse interests and concerns of our broad investor base. In 2025, we met with nearly all our top 50 active institutional stockholders and continue to engage on a regular basis with stockholders of all sizes. To align stockholder feedback and corporate decision-making, our investor relations team provides feedback to senior management and collaborates closely with our Corporate Secretary to relay pertinent investor insights to our Board. We recognize the importance of disseminating pertinent corporate responsibility information widely and have integrated such disclosures throughout our various reporting channels.

  23. Stockholder Engagement

    | ▇ PROXY STATEMENT 2026 | 23 |

  24. Stockholder Engagement

    | 2026 Director Nominees The Board has nominated 13 nominees for election at the Annual Meeting to serve as directors for terms that would end at the 2027 annual meeting of stockholders. Other than Mr. Gopalan, all nominees were elected at the 2025 annual meeting of stockholders. Committee memberships will be determined following the conclusion of the Annual Meeting. Each nominee was nominated by the Board on the recommendation of the Nominating, Corporate Governance and Compliance Committee. The Board has found each nominee to be qualified based on his or her qualifications, experience, attributes, skills and whether he or she meets the applicable independence standards. Each of the nominees has consented to stand for election and we do not anticipate any candidate will be unavailable to serve. In the event that any of the nominees should be unavailable for election as a result of an unexpected occurrence, shares may be voted for the election of such substitute nominee as the Board may nominate. In the alternative, if a vacancy remains, the Board may fill such vacancy at a later date or reduce the size of the Board, subject to certain requirements in our certificate of incorporation. The Board knows of no reason why any of the nominees would be unavailable or unable to serve. Messrs. Höttges, Claure, Dannenfeldt, Illek, Kavanaugh, Kübler, Langheim and Sievert, and Ms. Leroy were designated for nomination by Deutsche Telekom pursuant to its rights under our certificate of incorporation and the Stockholders’ Agreement. Mr. Datar and Mses. Taylor and Long were designated for nomination by the Nominating, Corporate Governance and Compliance Committee. Required Vote Under our bylaws, directors are elected by a plurality of the votes cast by stockholders entitled to vote on the election of directors at the Annual Meeting. Shares represented by executed proxies received by the Company will be voted, unless otherwise marked withheld, “FOR” the election of each of the nominees. |

  25. Stockholder Engagement

    | | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD OF EACH OF THE NOMINEES LISTED BELOW |

  26. Stockholder Engagement

    | 24 | PROXY STATEMENT 2026 ▇ |

  27. Stockholder Engagement

    | Other Public Company Boards: WeWork (2021 to February 2022) Board Committees: CEO Selection Compensation Executive Transaction | Marcelo Claure | Age: 55 Director Since: 2020 | | | Entrepreneur & Investor, Former Chief Executive Officer of Softbank International Biography: Mr. Claure is a global entrepreneur and investor. He is a Partner and Co-Chairman of Brightstar Capital Partners, a multi-billion investment firm focused on deploying AI to transform businesses since May 2025. He is also the founder CEO of Claure Group, a multi-billion-dollar global investment firm spanning multiple high growth sectors, including AI & technology, energy transition, fashion and entertainment, and sports. Through his investment firm, Claure Group, Mr. Claure provides strategic capital and expertise to many of his portfolio companies’ and funds’ management teams, including SHEIN, the fastest growing on-demand fashion company globally, where he is Group Vice Chairman; Bicycle Capital, Latin America’s leading growth equity fund; Open Opportunity Fund, a fund supporting Black and Hispanic tech founders in the U.S.; and eB Capital, a Brazil-focused investment platform. Additionally, Mr. Claure is the Co-Chair of Digital Data Design (D^3) Institute at Harvard Business School, an organization which focuses on shaping the future of business and society through digital and AI-driven business initiatives. Mr. Claure served as the Chief Executive Officer of SoftBank International and the Chief Operating Officer of SoftBank from May 2018 until January 2022. In addition, Mr. Claure served as a director of SoftBank from 2017 to 2020. He was also Executive Chairman of WeWork from October 2019 until January 2022. Previously, Mr. Claure served as Sprint’s President and Chief Executive Officer, serving as President from August 2014 until January 2018 and as Chief Executive Officer from August 2014 until May 2018. Mr. Claure was Executive Chairman of Sprint prior to the Sprint Combination and served on the Sprint board of directors. Prior to joining Sprint, Mr. Claure was Chief Executive Officer of Brightstar Corp., a company he founded in 1997 and grew from a small Miami-based distributor of mobile device accessories into a global business with more than $10 billion in gross revenue for the year ended 2013. Mr. Claure received a B.S. in Economics and Finance and an honorary Doctorate of Commercial Science from Bentley University. He also received an honorary Doctorate of Laws from Babson College. He is also an Executive Fellow at Harvard Business School. Qualifications and Skills Supporting Election to the Board: Former CEO and Executive Chairman of Sprint Expertise in telecommunications and technology industries Global communications and investment experience | |

  28. Stockholder Engagement

    | ▇ PROXY STATEMENT 2026 | 25 |

  29. Stockholder Engagement

    | Other Public Company Boards: Ceconomy AG (2021 to July 2025) Nokia Oyj Board Committees: Compensation (Chair) Transaction | Thomas Dannenfeldt | Age: 59 Director Since: 2025 | | | Director, Nokia OYJ Biography: Mr. Dannenfeldt currently serves on the Board of Directors of Nokia Oyj (“Nokia”), one of the leading European telecommunications infrastructure providers. He is the Chairman of the Personnel Committee and Audit Committee of the Board of Directors of Nokia. He previously served as the Chairman of the Supervisory Board of Ceconomy AG, the largest European consumer electronic retailer, from 2021 to July 2025. Mr. Dannenfeldt previously served as the Chief Financial Officer of Deutsche Telekom, from January 2014 to December 2018. Prior to that, he was Finance Director of Telekom Deutschland from April 2010 to December 2013. Mr. Dannenfeldt started his career at Deutsche Telekom in 1992 and has more than 20 years of experience in various leadership roles in sales, marketing and finance in the national and international mobile and fixed line telecommunications business. He also served on the Board of Directors of Virgin Mobile in the UK in 2003 and 2004, as well as the Chairman of the Board of Directors of EE Limited in 2014 and 2015. He holds a Master’s degree in Mathematical Economics from the University of Trier, Germany. Qualifications and Skills Supporting Election to the Board: Expertise in global telecommunications industry Expertise in strategy, business and finance Experience in accounting and internal controls Experience as a director, including as Chairman of personnel committee Experience in mergers and acquisitions | |

  30. Stockholder Engagement

    | Other Public Company Boards: Novartis AG (2003 to 2021) ICF International Inc. Stryker Corporation (2009 to 2024) Board Committees: Audit (Chair) | Srikant M. Datar | Age: 72 Director Since: 2013 | | | Dean of the Faculty, Harvard Business School Biography: Mr. Datar is the George F. Baker Professor of Administration and Dean of the Faculty at Harvard Business School since January 2021. Mr. Datar is a Chartered Accountant and planner in industry, and has been a professor of accounting and business administration at Harvard since July 1996. He previously served as a professor at Stanford University and Carnegie Mellon University. Mr. Datar received gold medals upon his graduation from the Indian Institute of Management, Ahmedabad, and the Institute of Cost and Works Accountants of India. Mr. Datar holds a Master’s degree in Statistics and Economics and a Ph.D. in Business from Stanford University. Qualifications and Skills Supporting Election to the Board: Expertise in finance, accounting, governance and risk management Public company director and committee experience Academic and commercial perspective on complex issues | |

  31. Stockholder Engagement

    | 26 | PROXY STATEMENT 2026 ▇ |

  32. Stockholder Engagement

    | Other Public Company Boards: Hellenic Telecommunications Organization (OTE) (2017 to 2021) Board Committees: Executive Transaction | Srinivasan Gopalan | Age: 55 Director Since: 2025 | | | President and Chief Executive Officer of T-Mobile US, Inc. Biography: Mr. Gopalan currently serves as President and Chief Executive Officer since 2025. Previously he served as our Chief Operating Officer since March 2025, bringing extensive experience in technology, telecommunications and business operations, and a proven track record of operational excellence, digital transformation and customer-centric strategies. From August 2022 to February 2025, he served as a member of the Company’s Board of Directors. From October 2020 to February 2025, he served as the Managing Director of Telekom Deutschland GmbH. There, he doubled the company’s growth rate, scaled fiber to connect millions of homes, and achieved record mobile market share. From January 2017 to October 2020, he served as a member of the Board of Management of Deutsche Telekom, responsible for the Europe segment. Prior to Deutsche Telekom, Mr. Gopalan held top roles at Bharti Airtel, Capital One, and Vodafone, where he spearheaded growth strategies that positioned those businesses as leaders in highly competitive industries, including using data and digital strategies to provide impactful solutions for consumers. Mr. Gopalan studied business administration at St. Stephen’s College in New Delhi and earned his Master of Business Administration at Indian Institute of Management in Ahmedabad, India. Qualifications and Skills Supporting Election to the Board: President and Chief Executive Officer of T-Mobile Core management, business and leadership skills | |

  33. Stockholder Engagement

    | Other Public Company Boards: Henkel AG & Co. KGaA (2018 to March 2022) BT Group plc (2016 to May 2020) Mercedes-Benz Group AG Board Committees: CEO Selection (Chair) Executive (Chair) | Timotheus Höttges | Age: 63 Director Since: 2013 | | | Chief Executive Officer of Deutsche Telekom Biography: Since January 2014, Mr. Höttges has served as the Chief Executive Officer of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company. From March 2009 to December 2013, he served as Deutsche Telekom’s Chief Financial Officer and a member of the Board of Management. From December 2006 to March 2009, he was a member of the Board of Management responsible for the T-Home Unit (fixed network and broadband business, as well as integrated sales and service in Germany). From January 2003 to December 2006, Mr. Höttges headed European operations as a member of the Board of Management of T-Mobile International. Mr. Höttges studied Business Administration at the University of Cologne. Qualifications and Skills Supporting Election to the Board: Chief executive officer of major global communications company Core finance, business and leadership skills | |

  34. Stockholder Engagement

    | ▇ PROXY STATEMENT 2026 | 27 |

  35. Stockholder Engagement

    | Board Committees: CEO Selection Compensation Executive Transaction | Christian P. Illek | Age: 61 Director Since: 2018 | | | Member of the Deutsche Telekom AG Board of Management, Finance (CFO) & Product and Technology (ad interim) Biography: Since January 2019, Dr. Illek serves as the Chief Financial Officer of Deutsche Telekom, our significant stockholder and a leading European telecommunications company. Since April 2015, he has served as a Member of the Management Board of Deutsche Telekom: First as Chief Human Resources Officer (April 2015 to December 2018), then as Chief Financial Officer (January 2019 onwards). Dr. Illek currently serves as Chairman of the Supervisory Board of Telekom Deutschland. From January 2019 to February 2024, he served as Chairman of the Supervisory Board of Deutsche Telekom Services Europe. Furthermore, he served as Chairman of the Supervisory Board of T-Systems International from November 2016 to June 2021. Dr. Illek was Chairman of the Management Board of Microsoft Germany from September 2012 to March 2015. From April 2010 to September 2012, he was Director of Marketing at Telekom Deutschland. In this position, he was responsible for all marketing activities for both consumers and business customers in Germany. He also was in charge of the Wholesale Center, the Value-Added Services Center, and international product development for Deutsche Telekom’s fixed network, IP TV, and business customer portfolio. Before joining Deutsche Telekom, Dr. Illek held various managerial positions at Bain and at Dell, both in Germany and Switzerland. Dr. Illek studied Chemistry and Business Administration in Düsseldorf and Munich. Qualifications & Skills Supporting Election to the Board: Expertise in global telecommunications industry Expertise in business, cybersecurity, human resources, and finance | |

  36. Stockholder Engagement

    | Board Committees: Audit | James J. Kavanaugh | Age: 59 Director Since: 2023 | | | Chief Financial Officer, International Business Machines Corporation Biography: Mr. Kavanaugh has been the chief financial officer of International Business Machines Corporation (“IBM”) since January 2018, overseeing accounting and controllership, financial planning and analysis, tax, internal audit, investor relations, corporate strategy, corporate development and treasury of the company’s worldwide financial operations. Prior to that, he was senior vice president, Transformation & Operations, where he was responsible for redesigning IBM’s operating model to align with fundamental market shifts and driving new ways of working while incorporating speed and agility throughout the enterprise. In his current role as the CFO at IBM, Mr. Kavanaugh continues to oversee Transformation & Operations, including the Chief Information Office, as well as the company’s Global Chief Data Office, Enterprise Operations & Services and Real Estate Operations. Mr. Kavanaugh first joined IBM in 1996 from AT&T Corporation, where he was the chief financial officer, Americas Global Services. He earned his Master of Business Administration degree from The Ohio State University. Qualifications and Skills Supporting Election to the Board: Complex financial management experience | |

  37. Stockholder Engagement

    | 28 | PROXY STATEMENT 2026 ▇ |

  38. Stockholder Engagement

    | Other Public Company Boards: BT Group Ströer Management SE (2018 to 2022) Board Committees: Compensation Executive Nominating, Corporate Governance and Compliance Transaction | Raphael Kübler | Age: 63 Director Since: 2013 | | | Senior Vice President of the Corporate Operating Office of Deutsche Telekom Biography: In January 2014, Mr. Kübler assumed the position of Senior Vice President of the Corporate Operating Office of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company, and he reports directly to the Chief Executive Officer of Deutsche Telekom. From July 2009 to December 2013, Mr. Kübler served as Senior Vice President Group Controlling at Deutsche Telekom. In this position, he was responsible for the financial planning, analysis and steering of the overall Deutsche Telekom Group as well as the financial management of central headquarters and shared services. From November 2003 to June 2009, Mr. Kübler served as Chief Financial Officer of T-Mobile Deutschland GmbH, the mobile operations of Deutsche Telekom in Germany, now known as Telekom Deutschland GmbH (a wholly owned subsidiary of Deutsche Telekom). Mr. Kübler studied Business Administration at H.E.C. in Paris and the Universities of Bonn and Cologne. He holds a doctoral degree from the University of Cologne. Qualifications and Skills Supporting Election to the Board: Expertise in global telecommunications industry Core business, management and leadership skills Complex financial management experience | |

  39. Stockholder Engagement

    | ▇ PROXY STATEMENT 2026 | 29 |

  40. Stockholder Engagement

    | Board Committees: CEO Selection Executive Transaction (Chair) | Thorsten Langheim | Age: 60 Director Since: 2013 | | | Member of the Deutsche Telekom AG Board of Management, USA and Group Development Biography: Mr. Langheim joined the Board of Management of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company, on January 1, 2019, where he is responsible for the “USA and Group Development” Board department, overseeing Deutsche Telekom’s U.S. business as well as corporate development, portfolio strategy and group M&A activities. This includes overseeing Deutsche Telekom’s 12% stake in BT Group as well as the management of Deutsche Telekom’s subsidiary Deutsche Funkturm. In addition, Mr. Langheim also serves as the Chairman and Co-founder of Deutsche Telekom Capital Partners, where he is responsible for the venture capital and private equity activities of Deutsche Telekom. Prior to that, from 2009 to December 2018, he first served as Senior Vice President of Corporate Development and then as Executive Vice President Group Development at Deutsche Telekom. Prior to his roles at Deutsche Telekom, Mr. Langheim was Managing Director at the Private Equity Group of The Blackstone Group, an asset management and financial services company, from May 2004 to June 2009, primarily focusing on private equity investments in Germany. Before that, Mr. Langheim was Investment Banker and Vice President European M&A at J.P. Morgan in London and Assistant Director at WestLB in Düsseldorf between 1995 and 2004. Mr. Langheim is a member of the Supervisory Board of Deutsche Sporthilfe and FC Bayern München AG as well as Chairman of Deutsche Funkturm. Mr. Langheim holds a Master of Science degree in International Securities, Investment and Banking from the ISMA Centre for Education and Research at the University of Reading (United Kingdom) and a Bachelor’s degree (Hons) in European Finance and Accounting from the University of Bremen (Germany) and Leeds Business School (United Kingdom). Qualifications and Skills Supporting Election to the Board: Expertise in global telecommunications industry Experience overseeing telecommunications and technology investments Corporate strategy and M&A experience | |

  41. Stockholder Engagement

    | 30 | PROXY STATEMENT 2026 ▇ |

  42. Stockholder Engagement

    | Other Public Company Boards: Hellenic Telecommunications Organization (OTE) Compagnie de Saint-Gobain S.A. Koninklijke Ahold Delhaize N.V., commonly known as Royal Ahold Delhaize (2016 to 2021) Proximus (2014 to 2019) Board Committees: Compensation Nominating, Corporate Governance and Compliance | Dominique Leroy | Age: 61 Director Since: 2020 | | | Member of the Deutsche Telekom AG Board of Management, Europe Biography: Ms. Leroy has served as a member of the Board of Management of Deutsche Telekom since November 2020. Prior to that, from November 2019 to November 2020, she served as an independent advisor at Bain & Company. In 2011, she joined Proximus (formerly Belgacom) where she quickly became Head of the Consumer Market and held the position of CEO from January 2014 to September 2019. As the CEO of Proximus, she managed to turn around the company with a continuous growth phase and a strong customer experience focus. Ms. Leroy started her career at Unilever where her last position was Managing Director for Belgium and Luxembourg. Ms. Leroy currently serves as a director at Compagnie de Saint Gobain and Hellenic Telecommunications Organization (“OTE”). She has also been a Board Member at Royal Ahold Delhaize, Lotus Bakeries, Proximus, and BICS. Ms. Leroy holds a Master’s degree in Commercial Engineering and Management from the Solvay Business School in Brussels. Qualifications and Skills Supporting Election to the Board: Over 30 years of experience in consumer goods and telecommunications sector More than 10 years of board experience | |

  43. Stockholder Engagement

    | Other Public Company Boards: Parsons Corporation COPT Defense Properties Chain Bridge I (2021 to December 2023) Board Committees: Nominating, Corporate Governance and Compliance | Letitia A. Long | Age: 67 Director Since: 2021 | | | Chair, Board of the Intelligence & National Security Alliance Biography: Ms. Long currently is the Chair of the Board of the Intelligence & National Security Alliance. Ms. Long previously served on the Virginia Tech Board of Visitors from 2017-2025, the board of directors of Urthecast Corporation from 2015 to 2018, the board of directors of Raytheon Company from 2015 to 2020, and the board of directors of Sonatype from 2017 to 2019. Additionally, she was the Deputy Director of Naval Intelligence for the Department of Defense from 2000 to 2003, the Deputy Undersecretary of Defense Intelligence (Planning, Policy & Resources) from 2003 to 2006, the Deputy Director of the Defense Intelligence Agency from 2006 to 2010, and the Director of the National Geospatial-Intelligence Agency from 2010 to 2014. Ms. Long received her Bachelor of Science in Electrical Engineering from Virginia Polytechnic Institute and State University and her Master of Science in Engineering from The Catholic University of America. Qualifications and Skills Supporting Election to the Board: Leadership in the intelligence community Expertise on national security issues impacting the telecommunications industry Expertise on cybersecurity | |

  44. Stockholder Engagement

    | ▇ PROXY STATEMENT 2026 | 31 |

  45. Stockholder Engagement

    | Other Public Company Boards: Shaw Communications (2018 to April 2023) Starbucks Corporation Board Committees: Transaction | G. Michael (Mike) Sievert | Age: 56 Director Since: 2018 | | | Vice Chairman of T-Mobile US, Inc. Biography: Mr. Sievert has served as our Vice Chairman and Vice Chairman of the Board since 2025. Mr. Sievert served as our President and Chief Executive Officer from April 2020 to November 2025, our Chief Operating Officer from February 2015 to June 2018 and our President and Chief Operating Officer from June 2018 to April 2020. From April 2013 to February 2015, he served as our Executive Vice President and Chief Marketing Officer, and from November 2012 to April 2013, Mr. Sievert was Executive Vice President and Chief Marketing Officer of T-Mobile USA. Prior to joining T-Mobile USA, Mr. Sievert was an entrepreneur and investor involved with several Seattle-area start-up companies. From April 2009 to June 2011, he was Chief Commercial Officer at Clearwire Corporation, a broadband communications provider, responsible for all customer-facing operations. From February 2008 to January 2009, Mr. Sievert was co-founder and Chief Executive Officer of Switchbox Labs, Inc., a consumer technologies developer, leading up to its sale to Lenovo. He also served from January 2005 to February 2008 as Corporate Vice President of the worldwide Windows group at Microsoft Corporation, responsible for global product management and P&L performance for that unit. Prior to Microsoft, he served as Executive Vice President and Chief Marketing Officer at AT&T Wireless for three years. He also served as Chief Sales and Marketing Officer at E*TRADE Financial and began his career with management positions at Procter & Gamble and IBM. He has served on the boards of Rogers Wireless Communications in Canada, Switch & Data Corporation, and a number of technology start-ups. Mr. Sievert holds a Bachelor’s degree in Economics from the Wharton School at the University of Pennsylvania. Qualifications and Skills Supporting Election to the Board: Expertise in telecommunications and technology industries Core business, management and leadership expertise; former President and Chief Executive Officer of T-Mobile US, Inc. | |

  46. Stockholder Engagement

    | 32 | PROXY STATEMENT 2026 ▇ |

  47. Stockholder Engagement

    | Lead Independent Director Other Public Company Boards: Black Hills Corporation Board Committees: Audit CEO Selection Nominating, Corporate Governance and Compliance (Chair) | Teresa A. Taylor | Age: 62 Director Since: 2013 | | | Chief Executive Officer of Blue Valley Advisors, LLC Biography: Since April 2011, Ms. Taylor has served as Chief Executive Officer of Blue Valley Advisors, LLC, an advisory firm. Ms. Taylor served as Chief Operating Officer of Qwest Communications, Inc., a telecommunications carrier, from August 2009 to April 2011. She served as Qwest’s Executive Vice President, Business Markets Group, from January 2008 to April 2009 and served as its Executive Vice President and Chief Administrative Officer from December 2005 to January 2008. Ms. Taylor served in various positions with Qwest and the former US West beginning in 1987. During her 24-year tenure with Qwest and US West, she held various leadership positions and was responsible for strategic planning and execution, sales, marketing, product, network, information technology, human resources and corporate communications. Ms. Taylor holds a Bachelor of Science degree from the University of Wisconsin-LaCrosse. Qualifications and Skills Supporting Election to the Board: Expertise in technology, media and telecommunications industries Expertise in strategic planning and execution, technology development, human resources, labor relations and corporate communications Public company director and committee experience | |

  48. Stockholder Engagement

    | ▇ PROXY STATEMENT 2026 | 33 |

  49. Stockholder Engagement

    The following sets forth information regarding the executive officers of the Company. Biographical information pertaining to Mr. Gopalan, who is both an executive officer and a director of the Company, can be found in the Section titled “Proposal 1—Election of Directors.”

  50. Stockholder Engagement

    | Name | Age | Position | | Srinivasan Gopalan | 55 | President and Chief Executive Officer | | Peter Osvaldik | 48 | Chief Financial Officer | | André Almeida | 49 | Chief Broadband, Enterprise & Emerging Business Officer | | Jonathan A. Freier | 50 | Chief Operating Officer | | Michael J. Katz | 47 | Chief Business & Product Officer | | Deeanne King | 59 | Chief People Officer | | Mark W. Nelson | 58 | Chief Legal Officer and General Counsel | | John Saw | 64 | Chief Technology Officer |

  51. Stockholder Engagement

    | PETER OSVALDIK |

  52. Stockholder Engagement

    Mr. Osvaldik serves as our Chief Financial Officer, and is responsible for leading the financial function of the Company. From June 2016 to June 2020, he served as our Chief Accounting Officer and Senior Vice President of Finance. From January 2016 to June 2016, Mr. Osvaldik served as our Vice President, External Reporting & Technical Accounting. Prior to joining T-Mobile, from May 2014 to December 2015, he served as Chief Accounting Officer at Outerwall Inc. (formerly Coinstar, Inc.), a provider of automated retail solutions, including movie and video game rental kiosks as well as coin cashing machines. From November 2010 to May 2014, he served in various capacities at Outerwall Inc. including as Corporate Controller and as Controller, Coinstar LOB. Prior to that, Mr. Osvaldik was a Senior Manager at PricewaterhouseCoopers LLP, a national public accounting firm. Mr. Osvaldik holds Bachelor’s degrees in Accounting and Biochemistry from Western Washington University.

  53. Stockholder Engagement

    | ANDRÉ ALMEIDA |

  54. Stockholder Engagement

    Mr. Almeida serves as our Chief Broadband, Enterprise and Emerging Business Officer, and is responsible for broadband (including 5G Home Internet and T-Fiber), T-Ads, financial services, and T-Mobile for Business. Prior to that, he served on our Board from June 2023 to September 2025, serving on the Compensation, Transaction, and Nominating and Corporate Governance Committees—experiences that gave him deep insight into the Un-carrier’s strategy and culture. Before joining T-Mobile’s leadership team, Mr. Almeida was Deutsche Telekom’s head of investment and portfolio management. Prior to that, he was Deutsche Telekom’s European head of Consumer and B2B telecom, overseeing 10 countries before becoming interim CEO of its European segment. Also at Deutsche Telekom, Mr. Almeida led Consumer and Fiber for the German business. In addition, he served on the executive boards of NOS SGPS and ZON Multimedia and began his career at Portugal Telecom, where he advanced to leadership roles. Mr. Almeida earned a bachelor’s degree in industrial management engineering from Instituto Superior Técnico in Lisbon and a Master of Business Administration from INSEAD (Institut Européen d’Administration des Affaires).

  55. Stockholder Engagement

    | 34 | PROXY STATEMENT 2026 ▇ |

  56. Stockholder Engagement

    Executive Officers

  57. Stockholder Engagement

    | JONATHAN A. FREIER |

  58. Stockholder Engagement

    Mr. Freier serves as our Chief Operating Officer, leading the company’s core mobility businesses across the commercial marketing, digital, branded and national retail, customer care, direct sales, enterprise operating services, and supply chain and procurement functions. Prior to that, from May 2021 to December 2025, he served as our President, Consumer Group, leading consumer-facing brands and operations for both postpaid and prepaid customer segments. Mr. Freier has over 25 years of experience in the telecommunications industry. Starting on the frontline with Western Wireless, T-Mobile’s predecessor company, Mr. Freier launched his wireless career in Lubbock, Texas in 1994 when the company had fewer than 75,000 total customers. With a concentration in rural, unserved markets throughout the Western United States, Western Wireless created VoiceStream in 1996, spun off VoiceStream in 1999, and then became T-Mobile in 2001. Mr. Freier holds a Bachelor of Science in organizational management from Lubbock Christian University and a Master of Science in organizational leadership from Colorado State University.

  59. Stockholder Engagement

    | MICHAEL J. KATZ |

  60. Stockholder Engagement

    Mr. Katz serves as our Chief Business & Product Officer, leading teams across marketing, strategy, product, brand and communications, along with the enterprise technology, data and AI organizations that power every customer interaction across T-Mobile. Previously, he served as our President, Marketing, Strategy and Products from October 2023 to December 2025 and President, Marketing Innovation and Experience, from December 2022 to October 2023 responsible for everything from brand strategy and insights to digital experiences and marketing, to media, commercial, sponsorships, events, offers, promotions and customer acquisition and management. From June 2022 to December 2022, he served as our Chief Marketing Officer. Prior to that, he served as our President, Business Group, leading all marketing, sales, operations, IoT, and business development for the organization, as well as for T-Mobile’s wholesale and wireline businesses. Mr. Katz started his T-Mobile career over 20 years ago working in the third-party distribution and sales organization. There, he helped launch and build distribution networks in some of the Company’s biggest markets, including Denver and Chicago. Before his current role, he worked across an array of T-Mobile teams, including marketing, corporate strategy, and sales. Mr. Katz was recognized by Forbes as one of the 50 most influential chief marketing officers multiple times, reflecting his impact in building customer-first brands and businesses. Mr. Katz holds a Bachelor’s degree in sociology from Colorado State University.

  61. Stockholder Engagement

    | DEEANNE KING |

  62. Stockholder Engagement

    Ms. King serves as our Chief People Officer. Ms. King is responsible for leading the human resources function that supports our employees across the country. Over the past 30+ years, Ms. King has held a wide variety of executive positions across nearly all functions at Sprint, including, most recently, the role of Chief Human Resources Officer and Chief Diversity Officer. Ms. King held that position from August 2018 to April 2020, encompassing leadership of all human resources operations and diversity and inclusion programs. From August 2017 to August 2018, she served as Senior Vice President, Omni-Channel Operations, Customer Experience and Fraud Operations. Prior to that, from October 2014 through August 2017 she served as Vice President, Omni-Channel Operations and Customer Experience. Ms. King received a Bachelor of Business Administration in Computer Information Systems degree from Baylor University in 1989, and completed the Strategic Business Leadership Series program from Georgetown University in 2007 and the Executive Leadership Program in 2012 from Duke University.

  63. Stockholder Engagement

    | MARK W. NELSON |

  64. Stockholder Engagement

    Mr. Nelson serves as our Chief Legal Officer and General Counsel. He oversees the Company’s legal and government affairs. Prior to joining T-Mobile, Mr. Nelson practiced law for more than 25 years at Cleary Gottlieb Steen & Hamilton LLP, where he worked on a broad range of complex matters involving mergers and antitrust counseling, civil and criminal litigation, and regulatory proceedings before federal and state government agencies. Mr. Nelson has earned distinction as one of the nation’s leading antitrust lawyers and litigators from numerous publications, including Chambers, American Lawyer, Benchmark Litigation, and Legal 500. Mr. Nelson received a Bachelor of Science degree from Cornell University and a Juris Doctor from Harvard Law School.

  65. Stockholder Engagement

    | JOHN SAW |

  66. Stockholder Engagement

    Mr. Saw serves as our Chief Technology Officer. He leads a team that drives the Company’s network innovation and evolution across architecture, engineering, operations and the Company’s technology labs. He also founded the AI-RAN Innovation Center, advancing standards for RAN intelligence and performance in collaboration with Ericsson, Nokia and NVIDIA. Before joining T-Mobile in 2020, Mr. Saw was chief technology officer at Sprint, where he spearheaded the company’s 5G rollout and transformed the 2.5 GHz band into one of the most valuable spectrum assets in wireless. He previously had senior leadership roles at AT&T, Clearwire, Netro Corp., Nortel and Bell Northern Research. Mr. Saw earned bachelor’s, master’s and doctorate degrees in electrical engineering from McMaster University in Canada. He is a fellow of the Canadian Academy of Engineering, has six patents in wireless technologies, and has served on the FCC’s broadband deployment advisory committee. He also advises the University of Washington’s College of Engineering and serves on the board of directors for CTIA, a trade association representing the U.S. wireless communications industry.

  67. Stockholder Engagement

    | ▇ PROXY STATEMENT 2026 | 35 |

  68. Stockholder Engagement

    The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Although ratification of the appointment of Deloitte by our stockholders is not required, the Board is submitting the appointment of Deloitte to our stockholders for ratification as a matter of good corporate governance. We expect representatives of Deloitte to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions by stockholders.

  69. Stockholder Engagement

    | | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026 |

  70. What We Do

    | | Independent compensation consultant |

  71. What We Do

    | | Use of multiple performance measures and caps on potential incentive payments |

  72. What We Don’t Do

    | | No guaranteed bonuses |

  73. What We Don’t Do

    | | No single-trigger payments or vesting of equity awards upon a change in control |

  74. What We Don’t Do

    | | No dividends paid on unearned or unvested equity awards |

  75. Compensation Consultant and Management

    Compensation Consultant and Management The Compensation Committee determines the target compensation levels for each of our Named Executive Officers based on their individual skills, experience and achievements, taking into account market analysis, input by its independent compensation consultant (Mercer) and, except for himself, the recommendations of our Chief Executive Officer. The Chief Executive Officer provides recommended annual compensation adjustments for the other Named Executive Officers’ base salaries as well as their target annual short-term and long-term incentive opportunities. The Compensation Committee believes that receiving input from both its independent compensation consultant and our Chief Executive Officer provides valuable assistance to the Compensation Committee in determining appropriate compensation. The Compensation Committee has assessed the independence of Mercer pursuant to the rules prescribed by the SEC and has concluded that no conflict of interest existed in 2025 or currently exists that would prevent Mercer from serving as an independent consultant to the Compensation Committee.

  76. Approach to Compensation Benchmarking

    Approach to Compensation Benchmarking We believe a competitive total compensation package is necessary to attract and retain an executive management team with the appropriate abilities and experience required to lead the Company and execute on our strategic business plan. We use comparative executive officer compensation data publicly disclosed by a peer group of public companies in addition to compensation survey data with respect to that peer group to evaluate the competitiveness of our executive officer compensation and to guide us in establishing compensation for newly hired and promoted executive officers. We generally do not target a specific percentile in the range of comparative data for each individual or for each component of compensation, except as provided below for Mr. Sievert with respect to his compensation as the Company’s President and Chief Executive Officer. Instead, we review the comparative compensation data and consider each executive’s level of responsibility, prior experience, past job performance, internal comparators, contribution to the Company’s success and actual results achieved. The Compensation Committee exercises its business judgment and discretion in determining target compensation and does not apply formulas or assign these factors specific mathematical weights, except for Mr. Sievert as provided pursuant to that certain Amended and Restated Employment Agreement, dated as of March 9, 2023, as amended effective September 19, 2025 (the “Sievert Employment Agreement”). In addition, commencing with 2026 (for Messrs. Gopalan and Katz) and 2027 (for Mr. Freier), each such Named Executive Officer’s annual base salary and target grant-date value of annual long-term incentive (“LTI”) awards will be determined based on specific percentiles in the range of comparative data as set forth in their respective employment arrangements with the Company, which are described in more detail under “—Employment Arrangements.” The Sievert Employment Agreement provided that, during Mr. Sievert’s service as President and Chief Executive Officer, (i) Mr. Sievert’s annual base salary for 2025 would be increased to the greater of $1,900,000 and the median annual base salary for chief executive officers in our then-current peer group as of January 1, 2025; (ii) the aggregate target grant-date value of Mr. Sievert’s LTI awards granted during 2025 would be increased to the greater of $19,000,000, the 65th percentile of the aggregate target grant date value of annual LTI awards for chief executive officers in our peer group, and the aggregate target grant-date value of his 2024 annual LTI awards; and (iii) 60% of the time-based restricted stock units (“RSUs”) granted to Mr. Sievert as annual LTI awards during 2025 would have a total vesting schedule length no longer than the median total vesting schedule length of annual time-based equity incentive awards for chief executive officers in our peer group at the time of grant. In accordance with these provisions, the Company, along with the Compensation Committee and its consultant, determined that (x) the median annual base salary for chief executive officers in our peer group as of January 1, 2025 was $1,500,000 and, accordingly, increased Mr. Sievert’s base salary to $1,900,000 (which was greater than such median) on January 1, 2025, (y) the 65th percentile of the aggregate target grant-date value of annual LTI awards for chief executive officers in our peer group as of January 1, 2025 was $22,093,698 and, accordingly, Mr. Sievert’s annual LTI awards granted in 2025 had a target grant-date value of $22,093,698, and (z) the median total vesting schedule length of annual time-based equity incentive awards for chief executive officers in our peer group at the time of grant was three years, which is the same length as the three-year vesting schedule that generally applies to time-based RSUs granted to our employees.

  77. Executive Compensation Peer Group

    Executive Compensation Peer Group We select the members of our peer group based on a number of factors, including similarity to us in terms of revenue and market capitalization, the industries in which we and they compete and their ability to compete with us for talent at the executive level. The Compensation Committee reviews the Company’s peer group on an annual basis and makes changes as it deems appropriate. Our 2024 peer group was established effective as of January 1, 2022 and reaffirmed by the Compensation Committee effective September 11, 2024, and was used to set executive compensation for 2025. The following chart shows T-Mobile’s peer group of 13 companies that was used to set executive compensation for 2025 and each such company’s revenue for its most recent fiscal year and market capitalization as of December 31, 2025.

  78. Executive Compensation Peer Group

    | ▇ PROXY STATEMENT 2026 | 41 |

  79. T-Mobile Executive Compensation Peer Group

    T-Mobile Executive Compensation Peer Group

  80. T-Mobile Executive Compensation Peer Group

    | Peer Company | Revenue (in billions) As of Peer Fiscal Year-End | Market Capitalization (in billions) As of December 31, 2025 | | AT&T, Inc. | $125.65 | $176.10 | | Charter Communications, Inc. | $54.77 | $27.01 | | Cisco Systems, Inc. | $56.65 | $304.35 | | Comcast Corp. | $123.71 | $108.92 | | Intel Corp. | $52.85 | $183.94 | | International Business Machines Corp. | $67.54 | $276.88 | | Liberty Global Ltd. | $4.34 | $3.75 | | Lumen Technologies, Inc. | $12.40 | $7.97 | | Microsoft Corp. | $281.72 | $3,594.45 | | Oracle Corp. | $57.40 | $560.00 | | QUALCOMM Incorporated | $44.28 | $181.83 | | The Walt Disney Company | $94.43 | $203.11 | | Verizon Communications Inc. | $138.19 | $171.74 | | Median | $57.40 | $181.83 | | T-Mobile US, Inc. | $88.31 | $227.10 |

  81. T-Mobile Executive Compensation Peer Group

    Effective September 18, 2025, we made the following changes to our peer group due to their relevance in terms of financial scope and industry, ability to compete with us for executive talent and because of their presence in the peer groups of many of our existing peer companies: (a) removed Liberty Global plc and Lumen Technologies, Inc. and (b) added Amazon.com, Inc. and Netflix, Inc.. This revised peer group was used to set executive compensation for 2026.

  82. Target Total Direct Compensation

    Target Total Direct Compensation The Compensation Committee reviews and approves the compensation of the Named Executive Officers at least annually. As part of its review, it receives a market analysis prepared by management in partnership with the Compensation Committee’s independent compensation consultant. It then assesses the compensation of each Named Executive Officer in relation to our peer group and survey market data related to such peer group, the executive officer’s contributions to the Company’s ongoing strategy, and, for Mr. Sievert, the peer group comparative provisions in the Sievert Employment Agreement (as further discussed below under “—Employment Arrangements”). For 2025, the Compensation Committee increased the total target compensation for the Named Executive Officers, including an increase to one or more of the following components: base salary, target annual short-term incentive opportunity and target annual long-term incentive opportunity.

  83. Target Total Direct Compensation

    | Officer | Base Salary ($) | Target STIP Percent(1) | Target STIP Value ($) | Total Target Cash ($) | Target LTI Percent(2) | Target LTI Value ($) | Total Direct Compensation ($) | | Srinivasan Gopalan(3) | 1,400,000 | 250% | 2,250,685 | 3,650,685 | — | 19,500,000 | 23,150,685 | | G. Michael Sievert(4) | 1,900,000 | 250% | 4,750,000 | 6,650,000 | — | 22,093,698 | 28,743,698 | | Peter Osvaldik | 975,000 | 200% | 1,950,000 | 2,925,000 | 250% | 7,312,500 | 10,237,500 | | Michael J. Katz | 975,000 | 200% | 1,950,000 | 2,925,000 | — | 8,575,000 | 11,500,000 | | Jonathan A. Freier | 950,000 | 200% | 1,900,000 | 2,850,000 | 250% | 7,125,000 | 9,975,000 | | Mark W. Nelson | 975,000 | 195% | 1,901,250 | 2,876,250 | 250% | 7,190,625 | 10,066,875 | | Callie R. Field | 875,000 | 200% | 1,750,000 | 2,625,000 | 225% | 5,906,250 | 8,531,250 | | Ulf Ewaldsson | 775,000 | 200% | 1,550,000 | 2,325,000 | 250% | 5,812,500 | 8,137,500 |

  84. Target Total Direct Compensation

    | 1 | Target STIP Percent reflected as a percent of base salary. |

  85. Target Total Direct Compensation

    | 2 | Target LTI Percent reflected as a percent of total target cash compensation; excludes those with specific target dollar values, which are included in the column titled “Target LTI Value ($)”. |

  86. Target Total Direct Compensation

    | 3 | Reflects Mr. Gopalan’s target total direct compensation as set forth in his employment agreement with the Company, effective November 1, 2025 (the “Gopalan CEO Employment Agreement”). Mr. Gopalan’s base salary during his service as our Chief Operating Officer was $1,000,000 and his Target LTI Value was $9,500,000. Mr. Gopalan’s actual Target STIP Value for 2025 was determined pursuant to the terms of the Gopalan CEO Employment Agreement and is equal to the sum of (x) $2,000,000, prorated for the period starting on January 1, 2025 and ending on October 31, 2025, and (y) $3,500,000, prorated for the period starting on November 1, 2025 and ending on December 31, 2025. |

  87. Target Total Direct Compensation

    | 4 | Mr. Sievert’s Target LTI Value for 2025 was determined based on the peer group comparative provisions in the Sievert Employment Agreement (as further discussed below under “—Employment Arrangements”). In addition, effective November 1, 2025, in connection with his transition to Vice Chairman, Mr. Sievert’s base salary was increased to $7,000,000 and as a result he became ineligible for future STI and LTI awards during his tenure as Vice Chairman. |

  88. Annual Base Salaries

    Annual Base Salaries Base salary is designed to provide a competitive fixed component of income. Base salaries for our Named Executive Officers are set by the Compensation Committee, with assistance from the Compensation Committee’s independent compensation consultant, after consideration of various factors including individual performance, executive experience and skill set, retention considerations, and market data. In particular, the Compensation Committee focuses on how base salary levels may impact the market competitiveness of an executive’s total compensation opportunity. Except for Mr. Sievert, whose base salary increase in his role as President and Chief Executive Officer was made in accordance with the terms of the Sievert Employment Agreement (as further discussed above under “—Approach to Compensation Benchmarking”), the base salary increases for our Named Executive Officers (other than Messrs. Nelson and Osvaldik, whose salaries did not increase in 2025) were made in order to bring each executive’s salary in line with the base salaries of comparable executive officers in our peer group. Mr. Sievert’s base salary was increased to $7,000,000 in connection with his transition to Vice Chairman effective on November 1, 2025, and as a result he became ineligible for short-term incentive awards or LTI awards during his tenure as Vice Chairman. See further discussion under “—Factors Considered in Determining Executive Compensation” above. The Compensation Committee approved the following base salaries of the Named Executive Officers for 2025:

  89. Annual Short-Term Incentives

    Annual Short-Term Incentives Our executive officers are eligible for annual cash-based short-term incentive awards which are granted under the T-Mobile US. Inc. 2023 Incentive Award Plan (the “2023 Plan”). The Compensation Committee sets the annual target value of each executive’s short-term incentive award opportunity as a percentage of the executive’s base salary. The final award is based on the applicable executive’s eligible base earnings for the performance period. Generally, award opportunities for each metric evaluated under the 2023 Plan are established at threshold, target and maximum levels. The maximum payout level for each metric is capped at 200% of target, and as a result, the overall potential amount that could be earned is capped at 200% of target. The 2025 short-term incentive plan (the “2025 STIP”) awards for our executive officers, including the Named Executive Officers, were based entirely on Company performance, which was measured by: Service Revenues, Total Net Additions, Core Adjusted EBITDA, and Adjusted Free Cash Flow. These measures and the relative weightings were aligned with the operational objectives of the Company’s business. Attainment of the threshold performance level (representing attainment of 25% of the target performance level) for at least one of the performance metrics was required in order for the executives to receive any payment under the 2025 STIP. If none of the performance thresholds had been achieved during 2025, no awards would have been paid. In March 2026, the Compensation Committee approved replacing the performance measure “Total Net Additions” with “Postpaid Accounts” in the Company’s 2026 short-term incentive plan.

  90. Annual Short-Term Incentives

    | Metric | Weight | Minimum Performance (in millions) | Target Performance (in millions) | Maximum Performance (in millions) | Actual Performance (in millions) | Achievement | | Service Revenues(1) (2) (3) | 20% | $66,030 | $69,030 | $69,780 | $69,562 | 171% | | Total Net Additions(1) | 20% | 3.959 | 5.959 | 6.709 | 7.819 | 200% | | Core Adjusted EBITDA(1) (2) (3) (4) (6) | 30% | $31,100 | $33,100 | $34,093 | $32,934 | 94% | | Adjusted Free Cash Flow(1) (2) (5) (6) | 30% | $16,050 | $17,300 | $18,050 | $18,010 | 195% | | Total Corporate Attainment | | | | | | 161% |

  91. Annual Short-Term Incentives

    | 1 | In connection with our annual short-term incentives, actual performance of Service Revenues, Total Net Additions, Core Adjusted EBITDA and Adjusted Free Cash Flow for the full year 2025 as reported in our Annual Report on Form 10-K, further adjusted to reflect (a) the impact of the closings of certain mergers and acquisitions previously approved by the Board, including the customer acquisitions from Lumos and Metronet Holdings, LLC and certain of its affiliates (“Metronet”), time-adjusted to align results with the final closing date of the acquisitions, and (b) the impact of the closing of the acquisition of United States Cellular Corporation (“UScellular”) as included in T-Mobile’s 2026 long-range plan. |

  92. Annual Short-Term Incentives

    | 2 | In connection with our annual short-term incentives, actual performance of Service Revenues, Core Adjusted EBITDA and Adjusted Free Cash Flow for the full year 2025 as reported in our Annual Report on Form 10-K, further adjusted to reflect the impact of the closings of certain mergers and acquisitions previously approved by the Board, including the acquisitions of Vistar Media Inc. (“Vistar”) and Blis Holdco Limited (“Blis”), time-adjusted to align results with the final closing date of the acquisitions. |

  93. Annual Short-Term Incentives

    | 3 | In connection with our annual short-term incentives, actual performance of Service Revenues and Core Adjusted EBITDA for the full year 2025 as reported in our Annual Report on Form 10-K, further adjusted to reflect the impact of the 2025 device promotions with constructs where service is required to be maintained with equipment installment plan device financing. These device promotions created a non-cash contract asset benefiting Core Adjusted EBITDA, but with an in-year adverse impact to Service Revenues. |

  94. Annual Short-Term Incentives

    | 4 | In connection with our annual short-term incentives, actual performance of Core Adjusted EBITDA for the full year 2025 as reported in our Annual Report on Form 10-K, further adjusted to reflect the impact of IP address sale performance to account for the difference between the assumed sales and actual results under T-Mobile’s 2025 business plan (the “2025 Plan”). |

  95. Annual Short-Term Incentives

    | 5 | In connection with our annual short-term incentives, actual performance of Adjusted Free Cash Flow for the full year 2025 as reported in our Annual Report on Form 10-K, further adjusted to reflect (a) the difference between the assumed incremental payments for the cyberattack in August 2021 under the 2025 Plan and the actual result and (b) merger cash payments to reflect cash payments in excess of the amount contemplated by the 2025 Plan. This adjustment is to avoid disincentivizing synergy acceleration opportunities and is in alignment with T-Mobile’s 2025 STIP’s and LTI plan’s methodology. |

  96. Annual Short-Term Incentives

    | 6 | See Appendix A to this Proxy Statement for a reconciliation of Core Adjusted EBITDA and Adjusted Free Cash Flow as reported in our Annual Report on Form 10-K. |

  97. Annual Short-Term Incentives

    | 44 | PROXY STATEMENT 2026 ▇ |

  98. Annual Short-Term Incentives

    The Company performed above target levels with respect to all performance metrics in 2025 other than Core Adjusted EBITDA. Overall performance under the 2025 STIP, determined based on actual performance for each performance metric and the relative weighting of each such metric, was achieved at 161% of target. The following table shows the payouts under the 2025 STIP for each Named Executive Officer based on these performance results.

  99. Annual Short-Term Incentives

    | Officer | Base Earnings(1) ($) | Target 2025 STIP Percent (as a % of Base Salary) | Target 2025 STIP Value ($)(2) | Company Attainment | Total 2025 STIP Payout Value ($)(3) | | Srinivasan Gopalan | — | — | 2,250,685 | 161% | 3,623,603 | | G. Michael Sievert | 1,587,671 | 250% | 3,969,178 | 161% | 6,390,377 | | Peter Osvaldik | 975,000 | 200% | 1,950,000 | 161% | 3,139,500 | | Michael J. Katz | 975,000 | 200% | 1,950,000 | 161% | 3,139,500 | | Jonathan A. Freier | 950,000 | 200% | 1,900,000 | 161% | 3,059,000 | | Mark W. Nelson | 975,000 | 195% | 1,901,250 | 161% | 3,061,013 | | Callie R. Field | 875,000 | 200% | 1,750,000 | 161% | 2,817,500 | | Ulf Ewaldsson | 775,000 | 200% | 1,550,000 | 161% | 2,290,390 |

  100. Annual Short-Term Incentives

    | 1 | Base earnings reflect eligible earnings as reported by T-Mobile payroll, except for Mr. Sievert whose base earnings reflect his base salary earned in his capacity as Chief Executive Officer (prior to transition to Vice Chairman) as set forth in the Sievert Employment Agreement, and pursuant to which Mr. Sievert’s Total 2025 STIP Payout Value was prorated based on the period he served as Chief Executive Officer during 2025. |

  101. Annual Short-Term Incentives

    | 2 | Mr. Gopalan’s Target 2025 STIP Value is determined pursuant to the terms of the Gopalan CEO Employment Agreement and is equal to the sum of (x) $2,000,000, prorated for the period starting on January 1, 2025 and ending on October 31, 2025 and (y) $3,500,000, prorated for the period starting on November 1, 2025 and ending on December 31, 2025. |

  102. Annual Short-Term Incentives

    | 3 | Mr. Ewaldsson’s Total 2025 STIP Payout Value reflects a prorated payout value based on his December 1, 2025 termination date. |

  103. Special Cash Bonuses

    Special Cash Bonuses In connection with Mr. Gopalan’s commencement of employment as our Chief Operating Officer effective as of March 1, 2025, we entered into terms of employment with Mr. Gopalan (the “Gopalan COO Terms of Employment”), pursuant to which Mr. Gopalan received a one-time cash sign-on bonus in an aggregate amount equal to $2,000,000 (the “Gopalan Sign-On Bonus”). If Mr. Gopalan voluntarily terminates employment with us (other than with “good reason”) or we terminate his employment for “cause” (each such term as defined in the Gopalan CEO Employment Agreement), he is required to repay a portion of the Gopalan Sign-On Bonus equal to (i) the after-tax amount of the Gopalan Sign-On Bonus, multiplied by (ii) a fraction, the numerator of which equals the number of days remaining between the termination date and March 1, 2026 and, the denominator of which equals 365. Mr. Gopalan is also entitled to receive a cash payment (each, a “Match Payment”) on or within 60 days following each of May 27, 2025, May 18, 2026, May 13, 2027 and May 18, 2028 (each, a “Match Date”) to make him whole for Deutsche Telekom Share Matching Plan shares granted to Mr. Gopalan prior to March 1, 2025 by Deutsche Telekom that were forfeited by Mr. Gopalan in connection with his commencement of employment with the Company. The amount of each Match Payment will equal (i) the average closing price of an ordinary share of Deutsche Telekom over the 30 calendar-day period ending five business days before the applicable Match Date, multiplied by (ii) the number of ordinary shares of Deutsche Telekom released to Mr. Gopalan on such Match Date, subject to Mr. Gopalan’s continued employment with the Company through the applicable payment date (except in the event of a qualifying termination, as further discussed below under “—Employment Arrangements”). On June 27, 2025, Mr. Gopalan received a Match Payment in the amount of $956,050.60.

  104. Special Cash Bonuses

    | ▇ PROXY STATEMENT 2026 | 45 |

  105. Long-Term Incentives

    Long-Term Incentives We grant our executive officers long-term incentive compensation in the form of RSUs and PRSUs. RSUs vest in equal installments over a three-year period while PRSUs cliff vest after three years. RSUs and PRSUs both provide an incentive for executive officers to stay with the Company for the long term and help it perform well so that their shares increase in value, as well as a direct linkage to stockholder interests. For 2025, 65% of the PRSUs granted as annual awards are measured based on our relative total shareholder return (“RTSR”) over a three-year performance period and the remaining 35% are measured based on our Adjusted Free Cash Flow (“FCF”) as reported in our Annual Report on Form 10-K over a three-year performance period. RTSR, which incorporates share price changes and dividend payments, inherently reflects our current financial and operational results as well as our expected future performance, and using RTSR as a measure also directly links a significant portion of executive officer compensation to stockholder value creation. FCF provides increased focus on our ability to generate cash from operations and our core long-term financial outcomes that are most beneficial to the Company and its stockholders. Earned RTSR PRSUs, as well as vested RSUs, are settled in shares of our common stock, and earned FCF PRSUs are settled in cash (with the amount of cash paid based on the value of our common stock).

  106. 2025 Long-Term Incentive Structure (Annual Awards)

    2025 Long-Term Incentive Structure (Annual Awards)

  107. Annual Long-Term Incentive Awards Granted in 2025

    Annual Long-Term Incentive Awards Granted in 2025 On February 15, 2025, we granted annual LTI awards to our Named Executive Officers (except that Mr. Gopalan’s annual awards were granted on March 1, 2025 in connection with his commencement of employment with us). Each Named Executive Officer received half of the aggregate value of their annual 2025 LTI awards in the form of PRSUs and half of such value in the form of RSUs. We believe this mix emphasizes long-term Company performance as well as the retention and engagement of the Named Executive Officers. RSU awards for 2025 generally vest annually in three equal tranches over a three-year period commencing on the grant date, subject to the Named Executive Officer’s continued service through the applicable vesting date. The annual PRSU awards for 2025 generally cliff vest at the conclusion of a three-year performance period ending on the third anniversary of the grant date (for PRSUs vesting based on RTSR) or ending on December 31, 2027 (for PRSUs vesting based on FCF performance), subject to the Named Executive Officer’s continued service through the vesting date and based on the level of RTSR or FCF performance (as applicable) attained during the performance period as certified by the Section 16 Subcommittee of the Compensation Committee.

  108. Annual Long-Term Incentive Awards Granted in 2025

    | 46 | PROXY STATEMENT 2026 ▇ |

  109. FCF PRSUs

    FCF PRSUs For the PRSU awards eligible to vest based on FCF performance, PRSU achievement can range from 0% to 200% of target based on absolute FCF performance, and payouts are determined by multiplying the target number of PRSUs by an Adjustment Percentage as set forth in the following table. No payout will be made if performance is attained below threshold performance. For FCF performance between the threshold, target, and maximum values, the Adjustment Percentage shall be interpolated on a linear basis (except for a ranking below the threshold value, in which case the Adjustment Percentage shall equal 0%). The Company does not publicly disclose specific forward-looking financial targets (including Free Cash Flow goals) used in incentive plans because such disclosure would provide competitively sensitive information regarding our operating plans, capital allocation priorities, and financial assumptions. Public disclosure could disadvantage the Company in negotiations, competitive positioning, and strategic planning. The Compensation Committee establishes rigorous performance targets based on the Company’s annual operating plan and long-range financial outlook approved by the Board. Targets are designed to be challenging yet achievable and are aligned with the Company’s strategic objectives and shareholder value creation priorities. Payouts above target require performance that exceeds approved business plan expectations. The threshold, target, and maximum number of FCF PRSUs that could have been earned by the Named Executive Officers are disclosed in the 2025 Grants of Plan-Based Awards Table below.

  110. FCF PRSUs

    | 2025-2028 PRSU Award Absolute FCF Design | | | FCF Achievement | Adjustment Percentage(1) | | Below Threshold | 0% | | Threshold | 25% | | Target | 100% | | Maximum | 200% |

  111. RTSR PRSUs

    RTSR for the 2025 PRSU awards is generally measured against our compensation peer group, consisting of 13 companies: AT&T, Charter Communications, Cisco Systems, Comcast, Intel, International Business Machines, Liberty Global, Lumen Technologies, Microsoft, Oracle, Qualcomm, The Walt Disney Company and Verizon Communications. Under the terms of the award, if one or more members of the peer group cease to be a publicly traded entity during the performance period, then that company will be removed from the peer group; however, unless otherwise determined by our Compensation Committee, any member of the peer group that ceases to be a publicly traded entity during the performance period due to bankruptcy or insolvency (as determined by the Compensation Committee) will not be removed from the peer group. No additional companies will be added to the peer group for purposes of determining any earned PRSU awards.

  112. Annual LTI Grants in 2025

    Annual LTI Grants in 2025 The total 2025 target grant value of the annual LTI awards and the number of annual PRSUs and RSUs awarded are shown below for each Named Executive Officer. The number of annual PRSUs and RSUs awarded on February 15, 2025 (or, for Mr. Gopalan, March 1, 2025) was established as the total grant-date target value multiplied by the award mix (50% PRSU and 50% RSU) and divided by the average closing price of our common stock for the 30 calendar-day period ending five business days prior to the grant date.

  113. Annual LTI Grants in 2025

    | Officer | Grant Date | Total 2025 Grant Target Value ($) | Number of Time-Based RSUs (#) | Number of RTSR Performance- Based RSUs (#) | Number of FCF Performance- Based RSUs (#) | | Srinivasan Gopalan | 3/1/2025 | 9,500,000 | 19,049 | 12,382 | 6,667 | | G. Michael Sievert | 2/15/2025 | 22,093,698 | 48,441 | 31,487 | 16,954 | | Peter Osvaldik | 2/15/2025 | 7,312,500 | 16,033 | 10,422 | 5,611 | | Michael J. Katz | 2/15/2025 | 8,575,000 | 18,801 | 12,221 | 6,580 | | Jonathan A. Freier | 2/15/2025 | 7,125,000 | 15,622 | 10,155 | 5,467 | | Mark W. Nelson | 2/15/2025 | 7,190,625 | 15,766 | 10,248 | 5,518 | | Callie R. Field | 2/15/2025 | 5,906,250 | 12,950 | 8,418 | 4,532 | | Ulf Ewaldsson | 2/15/2025 | 5,812,500 | 12,744 | 8,284 | 4,460 |

  114. Annual LTI Grants in 2025

    | 48 | PROXY STATEMENT 2026 ▇ |

  115. Special Equity Awards in 2025

    Special Equity Awards in 2025 In connection with Mr. Gopalan’s appointment as Chief Operating Officer effective March 1, 2025, Mr. Gopalan received a one-time award of RSUs (the “Gopalan New Hire Award”) with an aggregate target grant-date value equal to the estimated aggregate value of phantom share awards granted to Mr. Gopalan prior to March 1, 2025 by Deutsche Telekom that were forfeited by Mr. Gopalan in connection with his commencement of employment with the Company (such forfeited Deutsche Telekom phantom share awards, the “Prior DT Awards”). A percentage of the awards will vest on each of March 1, 2026, March 1, 2027, March 1, 2028 and March 1, 2029 with the percentage of RSUs eligible to vest on each such date determined based on the percentage of phantom shares subject to the Prior DT Awards scheduled to vest during the same calendar year, subject to Mr. Gopalan’s continued employment through the applicable vesting date. In connection with Mr. Gopalan’s appointment as President and Chief Executive Officer, effective November 1, 2025, Mr. Gopalan was granted one-time LTI awards with an aggregate target grant-date value equal to $2,904,110 (such awards, the “Gopalan True-Up LTI Awards”), comprised of 50% of time-based RSUs and 50% of PRSUs (comprised 65% of RTSR PRSUs and 35% of FCF PRSUs). The Gopalan True-Up LTI Awards are generally subject to the same vesting schedules and other terms and conditions (including, without limitation, performance goals) applicable to the annual LTI awards granted to Mr. Gopalan on March 1, 2025 (as described above). The total 2025 target grant value of the Gopalan New Hire Award and the Gopalan True-Up LTI Awards and the number of PRSUs and RSUs awarded thereunder are shown below.

  116. Special Equity Awards in 2025

    | Officer | Award | Grant Date | Total 2025 Grant Target Value ($) | Target PRSU/RSU Award Mix | Number of Time-Based RSUs (#) | Target Number of RTSR Performance- Based RSUs (#) | Target Number of FCF Performance- Based RSUs (#) | | Srinivasan Gopalan | Gopalan New Hire Award | 3/1/2025 | 4,973,340 | 100% RSU | 19,945 | — | — | | | Gopalan True-Up LTI Awards | 11/1/2025 | 2,904,110 | 50% PRSU, 50% RSU | 6,370 | 4,141 | 2,229 |

  117. Special Equity Awards in 2025

    In 2025, the Compensation Committee approved one-time PRSU awards for select senior leaders to support execution of significant technology and operational transformation initiatives (the “Transformation Awards”). These awards are performance-based and represent a targeted mechanism to reinforce accountability and leadership continuity during a defined period of strategic transformation. The Company is executing multi-year initiatives intended to accelerate technology-based efficiencies, enhance customer experience through automation, and improve operating leverage and long-term cash flow generation. These initiatives are expected to materially influence future Core Adjusted EBITDA and long-term shareholder value. The Compensation Committee determined that these transformation priorities extend beyond normal annual business objectives and that a dedicated award structure would ensure focused accountability for specific strategic deliverables tied to this phase of execution. The Transformation Awards are tied to Core Adjusted EBITDA performance for fiscal year 2027, with vesting subject to continued service through April 1, 2028. Payout opportunities range from 80% to 120% of target, which differs from the Company’s annual PRSU awards that operate within a broader 0% to 200% range. The Compensation Committee intentionally adopted a narrower payout range to reflect the execution-based nature of the underlying metric and to limit potential volatility in outcomes. The 120% maximum caps the potential upside and reinforces that these awards are not designed to create outsized performance leverage but rather to reward disciplined delivery of transformation objectives. The 80% threshold recognizes the multi-year operational nature of the initiatives and provides measured stability during the execution period, particularly where performance may be influenced by macroeconomic or external factors beyond management’s direct control. The Compensation Committee believes this structure appropriately balances performance accountability, retention during a defined strategic phase, and cost discipline. Payouts under the Transformation Awards are determined by multiplying the target number of PRSUs by an Adjustment Percentage set forth in the table below. For Core Adjusted EBITDA performance between threshold, target, and maximum levels, Adjustment Percentages are determined using linear interpolation. While specific Core Adjusted EBITDA targets are not disclosed for competitive reasons, the threshold, target, and maximum number of PRSUs eligible to be earned are disclosed in the 2025 Grants of Plan-Based Awards Table.

  118. Special Equity Awards in 2025

    | Transformation Awards | | | Core Adjusted EBITDA Achievement | Adjustment Percentage(1) | | At or Below Threshold | 80% | | Target | 100% | | Maximum | 120% |

  119. Special Equity Awards in 2025

    | 1 | If actual performance falls between two levels, the Adjustment Percentage will be determined by using linear interpolation as between the applicable levels. |

  120. Special Equity Awards in 2025

    | ▇ PROXY STATEMENT 2026 | 49 |

  121. Special Equity Awards in 2025

    The target values of the Transformation Awards were calibrated based on the scope of responsibility and enterprise-wide impact of each executive’s role in delivering the Company’s strategic transformation initiatives. The Compensation Committee determined award levels after considering each role’s direct influence over Core Adjusted EBITDA performance, organizational scale, and alignment with existing long-term incentive positioning. The Compensation Committee believes the differentiated target values appropriately reflect role-based accountability while maintaining consistent design features, performance metrics, and payout ranges across all recipients. The total 2025 target grant value of the Transformation Awards and the number of PRSUs awarded thereunder are shown below.

  122. Special Equity Awards in 2025

    | Officer | Grant Date | Total 2025 Transformation Award Grant Target Value ($) | Number of Transformation Award PRSUs (#) | | Srinivasan Gopalan | 11/1/2025 | 10,000,000 | 43,868 | | Michael J. Katz | 4/1/2025 | 7,500,000 | 28,600 | | Jonathan A. Freier | 4/1/2025 | 7,500,000 | 28,600 | | Mark W. Nelson | 4/1/2025 | 3,500,000 | 13,347 | | Callie R. Field | 4/1/2025 | 7,500,000 | 28,600 | | Ulf Ewaldsson | 4/1/2025 | 7,500,000 | 28,600 |

  123. Special Equity Awards in 2025

    The annual and special LTI awards granted during 2025 are subject to accelerated vesting in certain circumstances as described below under “— Potential Payments upon Termination or in Connection with a Change in Control.”

  124. Performance-Based Long-Term Incentive Awards Vested in 2025

    Performance-Based Long-Term Incentive Awards Vested in 2025 The annual PRSUs granted on February 15, 2022 to each of the Named Executive Officers who were then-employed by us had a three-year performance period that ended on February 15, 2025 (for PRSUs vesting based on RTSR) or ending on December 31, 2025 (for PRSUs vesting based on FCF performance) and vested based on the level of RTSR or FCF performance (as applicable) as of the conclusion of such performance period and continued service through the vesting date. Based on the Company’s RTSR at the end of the applicable performance period, 185% of the target RTSR award was earned for each Named Executive Officer and based on the Company’s FCF performance at the end of the applicable performance period, 129% of the target FCF award was earned for each Named Executive Officer. The number of 2022 PRSUs earned by each such Named Executive Officer and paid in 2025 is set forth in the tables below.

  125. Performance-Based Long-Term Incentive Awards Vested in 2025

    | Officer | Grant Date | Target Annual 2022 RTSR PRSUs (#) | RTSR Adjustment Percentage (%) | Earned PRSUs (#) | | G. Michael Sievert | 2/15/2022 | 47,727 | 185% | 88,294 | | Peter Osvaldik | 2/15/2022 | 16,237 | 185% | 30,038 | | Michael J. Katz | 2/15/2022 | 10,334 | 185% | 19,117 | | Jonathan A. Freier | 2/15/2022 | 10,334 | 185% | 19,117 | | Mark W. Nelson | 2/15/2022 | 19,983 | 185% | 36,968 | | Callie R. Field | 2/15/2022 | 9,226 | 185% | 17,068 | | Ulf Ewaldsson | 2/15/2022 | 6,103 | 185% | 11,290 |

  126. Performance-Based Long-Term Incentive Awards Vested in 2025

    | Officer | Grant Date | Target Annual 2022 FCF PRSUs (#) | FCF Adjustment Percentage (%) | Earned PRSUs (#) | | G. Michael Sievert | 2/15/2022 | 25,698 | 129% | 33,150 | | Peter Osvaldik | 2/15/2022 | 8,743 | 129% | 11,278 | | Michael J. Katz | 2/15/2022 | 5,563 | 129% | 7,176 | | Jonathan A. Freier | 2/15/2022 | 5,563 | 129% | 7,176 | | Mark W. Nelson | 2/15/2022 | 10,759 | 129% | 13,878 | | Callie R. Field | 2/15/2022 | 4,967 | 129% | 6,407 | | Ulf Ewaldsson | 2/15/2022 | 3,286 | 129% | 4,238 |

  127. Performance-Based Long-Term Incentive Awards Vested in 2025

    | 50 | PROXY STATEMENT 2026 ▇ |

  128. Performance-Based Long-Term Incentive Awards Vested in 2025

    Pursuant to the Sievert Employment Agreement, in April 2023, Mr. Sievert received a one-time PRSU award (the “Sievert 2023 Special PRSUs”) in connection with the renewal of his employment agreement. The Sievert 2023 Special PRSUs were generally subject to the same terms and conditions (including vesting conditions and performance conditions) applicable to the annual awards of RTSR PRSUs granted to the then-current Named Executive Officers on February 15, 2023, except that the Sievert 2023 Special PRSUs were eligible to cliff-vest on the second anniversary of the grant date based on the RTSR of the Company during the two-year performance period ending on April 1, 2025. Based on the Company’s RTSR at the end of the performance period, 182% of the target number of Sievert 2023 Special PRSUs was earned by Mr. Sievert. The number of Sievert 2023 Special PRSUs earned by Mr. Sievert in 2025 is set forth in the table below.

  129. Performance-Based Long-Term Incentive Awards Vested in 2025

    | Officer | Grant Date | Target Sievert Special 2023 PRSUs (#) | RTSR Adjustment Percentage (%) | Earned PRSUs (#) | | G. Michael Sievert | 4/1/2023 | 70,127 | 182% | 127,631 |

  130. Severance and Change-in-Control Benefits

    Severance and Change-in-Control Benefits We provide severance pay and other termination benefits to eligible executive officers, including the Named Executive Officers, whose employment is terminated, including due to corporate restructuring, and, in some cases, due to involuntary termination by us without cause, due to our non-renewal of the executive’s employment term, due to the executive’s retirement, due to the executive’s death or disability or due to the voluntary termination by the executive for good reason. We believe that these severance benefits provide our executive officers, including our Named Executive Officers, with security of transition income and benefit replacement, thus allowing such executive officers to focus on our prospective business priorities that create value for our stockholders. We believe the level of severance and termination benefits provided is consistent with the practices of our peer group and is necessary to attract and retain key employees. These benefits are provided pursuant to our Severance Guidelines, Executive Continuity Plan, the Sprint Corporation Amended and Restated 2015 Omnibus Incentive Plan (the “2015 Plan”), the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (the “2013 Plan”), the 2023 Plan, and incentive award agreements as well as written employment agreements, term sheets and/or letter agreements, as applicable, that we have entered into with our Named Executive Officers. These arrangements do not include any gross up for excise taxes imposed as a result of severance or other payments that are deemed made in connection with a change in control. The potential payments and benefits available under these arrangements are discussed further under “— Potential Payments upon Termination or in Connection with a Change in Control.”

  131. Severance and Change-in-Control Benefits

    | ■ PROXY STATEMENT 2026 | 51 |

  132. Equity Granting Practices

    Equity Granting Practices The Compensation Committee has adopted an equity grant policy pursuant to which the Compensation Committee (or the Section 16 Subcommittee) may approve annual grants to executive officers and other members of the executive leadership team at a specified time each year. In addition to the annual grants, equity awards may be granted on a quarterly basis to new hires. We may also grant supplemental equity awards from time to time to retain high-performing leaders, reward exceptional performance or recognize expanded responsibility. The Compensation Committee has delegated authority to the Company’s Chief People Officer, subject to certain terms and limitations as established by the Compensation Committee, to grant awards to employees who are not Section 16 officers.

  133. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth certain information with respect to compensation for the years ended December 31, 2025, 2024 and 2023 earned by or paid to our Named Executive Officers.

  134. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Srinivasan Gopalan President and Chief Executive Officer (Former Chief Operating Officer) | 2025 | 861,539 | 2,956,051 | 27,114,078 | — | 3,623,603 | 884,151 | 35,439,421 | | G. Michael Sievert Vice Chairman (Former President and Chief Executive Officer) | 2025 | 2,585,192 | — | 27,546,942 | — | 6,390,377 | 13,885,585 | 50,408,096 | | | 2024 | 1,848,077 | — | 20,422,982 | — | 7,723,750 | 45,437 | 30,040,245 | | | 2023 | 1,748,414 | — | 29,281,807 | — | 6,387,500 | 71,131 | 37,488,851 | | Peter Osvaldik Chief Financial Officer | 2025 | 975,000 | — | 9,117,514 | — | 3,139,500 | 17,650 | 13,249,664 | | | 2024 | 975,000 | — | 7,161,891 | — | 3,256,500 | 14,130 | 11,407,521 | | | 2023 | 950,000 | — | 17,594,929 | — | 2,565,950 | 13,200 | 21,124,079 | | Michael J. Katz Chief Business and Product Officer (Former President, Marketing, Strategy and Products) | 2025 | 975,000 | — | 18,017,182 | — | 3,139,500 | 65,534 | 22,197,216 | | | 2024 | 850,000 | — | 5,931,282 | — | 2,626,075 | 18,630 | 9,425,987 | | | 2023 | 800,000 | — | 5,204,908 | — | 1,752,000 | 13,200 | 7,770,108 | | Jonathan A. Freier Chief Operating Officer (Former President, Consumer Group) | 2025 | 950,000 | — | 16,209,405 | — | 3,059,000 | 151,630 | 20,370,035 | | | 2024 | 825,000 | — | 5,181,184 | — | 2,548,838 | 130,125 | 8,685,147 | | | 2023 | 790,000 | — | 4,626,009 | — | 1,730,100 | 22,506 | 7,168,616 | | Mark W. Nelson Chief Legal Officer & General Counsel | 2025 | 975,000 | — | 12,384,350 | — | 3,061,013 | 14,000 | 16,434,363 | | | 2024 | 975,000 | — | 6,803,731 | — | 3,012,263 | 14,291 | 10,805,285 | | | 2023 | 950,000 | — | 7,046,147 | — | 2,565,950 | 14,115 | 10,576,212 | | Callie R. Field Former President, Business Group and Former Executive Vice President, Strategic Advisor | 2025 | 875,000 | — | 14,689,907 | — | 2,817,500 | 14,000 | 18,396,407 | | | 2024 | 825,000 | — | 5,181,184 | — | 2,548,838 | 13,800 | 8,568,822 | | | 2023 | 790,000 | — | 4,626,009 | — | 1,730,100 | 13,200 | 7,159,309 | | Ulf Ewaldsson Former President, Technology and Former Executive Vice President, Strategic Advisor | 2025 | 733,269 | — | 14,572,754 | — | 2,290,390 | 4,715,033 | 22,311,446 |

  135. 2025 Summary Compensation Table

    | 1 | For Mr. Gopalan, the amount in this column represents (i) the Gopalan Sign-On Bonus paid to him in connection with his commencement of employment with us as Chief Operating Officer on March 1, 2025, and (ii) the Match Payment paid to Mr. Gopalan in 2025, in each case, in accordance with the Gopalan COO Terms of Employment. For additional information, please see “—Special Cash Bonuses” above. |

  136. 2025 Summary Compensation Table

    | 2 | The value of stock awards (counting PRSUs at target) is determined using the aggregate grant date fair value computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. These amounts reflect the Company’s anticipated accounting expense at grant and do not correspond to the actual value that will be realized by the Named Executive Officer. See Note 13 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of the assumptions we apply in calculating these amounts. The aggregate grant date fair value of the PRSUs granted to our Named Executive Officers during 2025, assuming maximum performance, would be as follows: Mr. Gopalan, $26,289,317; Mr. Sievert, $29,607,137; Mr. Osvaldik, $9,799,426; Mr. Katz, $20,707,491; Mr. Freier, $18,764,535; Mr. Nelson, $13,937,221; Ms. Field, $17,131,385; and Mr. Ewaldsson, $17,005,465. |

  137. 2025 Summary Compensation Table

    | 3 | For 2025, represents amounts paid by the Company under the 2025 STIP, based on the achievement of certain Company performance measures during the year. For additional information, please see “— Annual Short-Term Incentives” above. |

  138. 2025 Summary Compensation Table

    | 4 | Amounts included in the “All Other Compensation” column are detailed in the table below. |

  139. 2025 Summary Compensation Table

    | ▇ PROXY STATEMENT 2026 | 55 |

  140. 2025 Summary Compensation Table

    | Name | 401k Employer Match ($) | Security Arrangements(1) ($) | Severance(2) ($) | Relocation & Travel Expenses(3) ($) | Financial Planning(4) ($) | Legal Expenses(5) ($) | Company Aircraft(6) ($) | Other(7) ($) | Total ($) | | Srinivasan Gopalan | — | 116,976 | — | 308,621 | 11,617 | 88,241 | 358,296 | 400 | 884,151 | | G. Michael Sievert | 14,000 | 562,664 | 13,300,000 | — | — | — | 8,920 | — | 13,885,585 | | Peter Osvaldik | 14,000 | 3,300 | — | — | — | — | — | 350 | 17,650 | | Michael J. Katz | 14,000 | — | — | — | 2,236 | 49,298 | — | — | 65,534 | | Jonathan A. Freier | 14,000 | 137,360 | — | — | — | — | — | 270 | 151,630 | | Mark W. Nelson | 14,000 | — | — | — | — | — | — | — | 14,000 | | Callie R. Field | 14,000 | — | — | — | — | — | — | — | 14,000 | | Ulf Ewaldsson | 14,000 | — | 4,700,563 | — | — | — | — | 470 | 4,715,033 |

  141. 2025 Summary Compensation Table

    | 1 | Represents costs associated with Company-provided personal security. |

  142. 2025 Summary Compensation Table

    | 2 | For Mr. Sievert, the value in the Severance column represents the cash severance paid at the time of his transition to Vice Chairman, as per the Sievert Employment Agreement, as amended by the Sievert Amendment. For additional information, please see “—-Amendment to Employment Agreement with Mr. Sievert.” For Mr. Ewaldsson, the value in the Severance column represents cash severance, up to 18 months Company paid COBRA continuation and up to 12 months outplacement services, as per the Company’s Executive Severance Benefit Guidelines. For additional information, please see “—-Separation Payments and Benefits to Mr. Ewaldsson.” |

  143. 2025 Summary Compensation Table

    | 3 | For Mr. Gopalan, represents relocation assistance for costs associated with Mr. Gopalan’s relocation to the greater Bellevue, Washington area and Company-paid or reimbursed first-class round-trip airfare for Mr. Gopalan and his spouse and children, including the value of the associated tax gross up ($3,819.71), as provided in the Gopalan CEO Employment Agreement. |

  144. 2025 Summary Compensation Table

    | 4 | For Mr. Gopalan, this value represents financial planning services as stipulated in the Gopalan COO Terms of Employment and the Gopalan CEO Employment Agreement. For Mr. Katz, this value represents taxable income resulting from the use of Company-sponsored financial planning benefit program. |

  145. 2025 Summary Compensation Table

    | 5 | For Mr. Gopalan, this value represents reimbursement of legal fees as stipulated in the Gopalan COO Terms of Employment and the Gopalan CEO Employment Agreement. For Mr. Katz, this value represents reimbursement of legal fees as stipulated in a compensation term sheet, by and between the Company and Mr. Katz, dated as of March 18, 2025 and amended effective as of November 1, 2025 (as amended, the “Katz Term Sheet”). |

  146. 2025 Summary Compensation Table

    | 6 | For Mr. Gopalan, this value represents taxable income resulting from expenses related to his personal usage of the Company aircraft in his role as President and Chief Executive Officer, as a matter of personal security as required by the Company. For Mr. Sievert, this value represents taxable income resulting from expenses related to his usage of the Company aircraft per the terms of timeshare agreement and Federal Aviation Administration (“FAA”) regulations. |

  147. 2025 Summary Compensation Table

    | 7 | For Messrs. Gopalan, Osvaldik, Freier and Ewaldsson, this amount represents the value of items provided to the applicable executive in conjunction with a Company-sponsored event such as t-shirts, sunglasses or other Company-branded memorabilia. |

  148. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2025 to the Named Executive Officers.

  149. 2025 Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Type of Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Srinivasan Gopalan | STIP | | | 175,000 | 2,250,685, | 4,501,370 | — | — | — | — | — | | | PRSU RTSR | 3/1/2025 | 1/22/2025 | — | — | — | 3,095 | 12,382 | 24,764 | — | 4,037,275 | | | PRSU FCF | 3/1/2025 | 1/22/2025 | — | — | — | 1,666 | 6,667 | 13,334 | — | 1,752,021 | | | RSU | 3/1/2025 | 1/22/2025 | — | — | — | — | — | — | 19,049 | 5,005,887 | | | RSU SPC | 3/1/2025 | 1/22/2025 | — | — | — | — | — | — | 19,945 | 5,180,315 | | | PRSU RTSR | 11/1/2025 | 9/18/2025 | — | — | — | 1,035 | 4,141 | 8,282 | — | 582,763 | | | PRSU FCF | 11/1/2025 | 9/18/2025 | — | — | — | 557 | 2,229 | 4,458 | — | 456,521 | | | PRSU TRNS | 11/1/2025 | 9/18/2025 | — | — | — | 35,094 | 43,868 | 52,641 | — | 8,794,657 | | | RSU | 11/1/2025 | 9/18/2025 | — | — | — | — | — | — | 6,370 | 1,304,640 | | G. Michael Sievert | STIP | | | 237,500 | 3,969,178 | 7,938,356 | — | — | — | — | — | | | PRSU RTSR | 2/15/2025 | 2/6/2025 | — | — | — | 7,871 | 31,487 | 62,974 | — | 10,343,480 | | | PRSU FCF | 2/15/2025 | 2/6/2025 | — | — | — | 4,238 | 16,954 | 33,908 | — | 4,460,089 | | | RSU | 2/15/2025 | 2/6/2025 | — | — | — | — | — | — | 48,441 | 12,743,374 |

  150. 2025 Grants of Plan-Based Awards Table

    | 56 | PROXY STATEMENT 2026 ■ |

  151. 2025 Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Type of Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Peter Osvaldik | STIP | | | 97,500 | 1,950,000 | 3,900,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2025 | 2/6/2025 | — | — | — | 2,605 | 10,422 | 20,844 | — | 3,423,627 | | | PRSU FCF | 2/15/2025 | 2/6/2025 | — | — | — | 1,402 | 5,611 | 11,222 | — | 1,476,086 | | | RSU | 2/15/2025 | 2/6/2025 | — | — | — | — | — | — | 16,033 | 4,217,801 | | Michael J. Katz | STIP | | | 97,500 | 1,950,000 | 3,900,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2025 | 2/6/2025 | — | — | — | 3,055 | 12,221 | 24,442 | — | 4,014,599 | | | PRSU FCF | 2/15/2025 | 2/6/2025 | — | — | — | 1,645 | 6,580 | 13,160 | — | 1,731,001 | | | RSU | 2/15/2025 | 2/6/2025 | — | — | — | — | — | — | 18,801 | 4,945,979 | | | PRSU TRNS | 4/1/2025 | 2/6/2025 | — | — | — | 22,880 | 28,600 | 34,320 | — | 7,325,604 | | Jonathan A. Freier | STIP | | | 95,000 | 1,900,000 | 3,800,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2025 | 2/6/2025 | — | — | — | 2,538 | 10,155 | 20,310 | — | 3,335,918 | | | PRSU FCF | 2/15/2025 | 2/6/2025 | — | — | — | 1,366 | 5,467 | 10,934 | — | 1,438,204 | | | RSU | 2/15/2025 | 2/6/2025 | — | — | — | — | — | — | 15,622 | 4,109,680 | | | PRSU TRNS | 4/1/2025 | 2/6/2025 | — | — | — | 22,880 | 28,600 | 34,320 | — | 7,325,604 | | Mark W. Nelson | STIP | | | 95,063 | 1,901,250 | 3,802,500 | — | — | — | — | — | | | PRSU RTSR | 2/15/2025 | 2/6/2025 | — | — | — | 2,562 | 10,248 | 20,496 | — | 3,366,468 | | | PRSU FCF | 2/15/2025 | 2/6/2025 | — | — | — | 1,379 | 5,518 | 11,036 | — | 1,451,620 | | | RSU | 2/15/2025 | 2/6/2025 | — | — | — | — | — | — | 15,766 | 4,147,562 | | | PRSU TRNS | 4/1/2025 | 2/6/2025 | — | — | — | 10,677 | 13,347 | 16,016 | — | 3,418,701 | | Callie R. Field | STIP | | | 77,500 | 1,750,000 | 3,500,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2025 | 2/6/2025 | — | — | — | 2,104 | 8,418 | 16,836 | — | 2,765,313 | | | PRSU FCF | 2/15/2025 | 2/6/2025 | — | — | — | 1,133 | 4,532 | 9,064 | — | 1,192,233 | | | RSU | 2/15/2025 | 2/6/2025 | — | — | — | — | — | — | 12,950 | 3,406,757 | | | PRSU TRNS | 4/1/2025 | 2/6/2025 | — | — | — | 22,880 | 28,600 | 34,320 | — | 7,325,604 | | Ulf Ewaldsson | STIP | | | 77,500 | 1,550,000 | 3,100,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2025 | 2/6/2025 | — | — | — | 2,071 | 8,284 | 16,568 | — | 2,721,294 | | | PRSU FCF | 2/15/2025 | 2/6/2025 | — | — | — | 1,115 | 4,460 | 8,920 | — | 1,173,292 | | | RSU | 2/15/2025 | 2/6/2025 | — | — | — | — | — | — | 12,744 | 3,352,564 | | | PRSU TRNS | 4/1/2025 | 2/6/2025 | — | — | — | 22,880 | 28,600 | 34,320 | — | 7,325,604 |

  152. 2025 Grants of Plan-Based Awards Table

    | 1 | Represents the threshold, target and maximum amounts of annual cash incentive compensation that may have become payable to each Named Executive Officer for performance under the 2025 STIP. The actual amounts earned and paid for 2025 are shown in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. |

  153. 2025 Grants of Plan-Based Awards Table

    | 2 | Represents the threshold, target and maximum number of shares that might be paid pursuant to PRSU awards granted in 2025. |

  154. 2025 Grants of Plan-Based Awards Table

    | 3 | The value of stock awards (counting PRSUs at target) is determined using the aggregate grant date fair value computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. These amounts reflect the Company’s anticipated accounting expense at grant and do not correspond to the actual value that will be realized by the Named Executive Officer. See Note 13 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of the assumptions we apply in calculating these amounts. |

  155. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table sets forth certain information with respect to all outstanding equity awards held by the Named Executive Officers as of December 31, 2025. Actual value received upon vesting of the PRSUs will be based on Company performance at that time. Awards granted prior to June 2023 were granted under our 2013 Plan or the 2015 Plan; awards granted after June 2023 were granted under our 2023 Plan.

  156. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | | Stock Awards | | | | | Name | Type of Award | Grant Date | Number of Shares or Units or Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(5) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | Srinivasan Gopalan | PRSU | 11/1/2025(6) | — | — | 43,868 | 8,906,959 | | | PRSU | 11/1/2025(1) | — | — | 4,141 | 210,197 | | | PRSU | 11/1/2025(2) | — | — | 2,229 | 452,576 | | | RSU | 11/1/2025(3) | 6,370 | 1,293,365 | — | — | | | PRSU | 3/1/2025(1) | — | — | 12,382 | 628,510 | | | PRSU | 3/1/2025(2) | — | — | 6,667 | 1,353,668 | | | RSU | 3/1/2025(3) | 19,049 | 3,867,709 | — | — | | | RSU | 3/1/2025(7) | 19,945 | 4,049,633 | — | — |

  157. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | ■ PROXY STATEMENT 2026 | 61 |

  158. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | | Stock Awards | | | | | Name | Type of Award | Grant Date | Number of Shares or Units or Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(5) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | Peter Osvaldik | PRSU | 2/15/2025(1) | — | — | 10,422 | 529,021 | | | PRSU | 2/15/2025(2) | — | — | 5,611 | 1,139,257 | | | RSU | 2/15/2025(3) | 16,033 | 3,255,340 | — | — | | | PRSU | 2/15/2024(1) | — | — | 14,610 | 5,932,829 | | | PRSU | 2/15/2024(2) | — | — | 7,866 | 1,597,113 | | | RSU | 2/15/2024(3) | 14,984 | 3,042,351 | — | — | | | PRSU | 7/5/2023(4) | — | — | 75,586 | 30,693,963 | | | PRSU | 2/15/2023(1) | — | — | 14,985 | 3,042,554 | | | PRSU | 2/15/2023(2) | — | — | 8,068 | 3,276,253 | | | RSU | 2/15/2023(3) | 7,685 | 1,560,362 | — | — | | Michael J. Katz | PRSU | 4/1/2025(6) | — | — | 28,600 | 5,806,944 | | | PRSU | 2/15/2025(1) | — | — | 12,221 | 620,338 | | | PRSU | 2/15/2025(2) | — | — | 6,580 | 1,336,003 | | | RSU | 2/15/2025(3) | 18,801 | 3,817,355 | — | — | | | PRSU | 2/15/2024(1) | — | — | 12,100 | 4,913,568 | | | PRSU | 2/15/2024(2) | — | — | 6,514 | 1,322,603 | | | RSU | 2/15/2024(3) | 12,410 | 2,519,726 | — | — | | | PRSU | 2/15/2023(1) | — | — | 11,069 | 2,247,450 | | | PRSU | 2/15/2023(2) | — | — | 5,960 | 2,420,237 | | | RSU | 2/15/2023(3) | 5,677 | 1,152,658 | — | — | | Jonathan A. Freier | PRSU | 4/1/2025(6) | — | — | 28,600 | 5,806,944 | | | PRSU | 2/15/2025(1) | — | — | 10,155 | 515,468 | | | PRSU | 2/15/2025(2) | — | — | 5,467 | 1,110,020 | | | RSU | 2/15/2025(3) | 15,622 | 3,171,891 | — | — | | | PRSU | 2/15/2024(1) | — | — | 10,569 | 4,291,860 | | | PRSU | 2/15/2024(2) | — | — | 5,691 | 1,155,501 | | | RSU | 2/15/2024(3) | 10,840 | 2,200,954 | — | — | | | PRSU | 2/15/2023(1) | — | — | 9,838 | 1,997,508 | | | PRSU | 2/15/2023(2) | — | — | 5,297 | 2,151,006 | | | RSU | 2/15/2023(3) | 5,045 | 1,024,337 | — | — | | Mark W. Nelson | PRSU | 4/1/2025(6) | — | — | 13,347 | 2,709,975 | | | PRSU | 2/15/2025(1) | — | — | 10,248 | 520,188 | | | PRSU | 2/15/2025(2) | — | — | 5,518 | 1,120,375 | | | RSU | 2/15/2025(3) | 15,766 | 3,201,129 | — | — | | | PRSU | 2/15/2024(1) | — | — | 13,879 | 5,635,984 | | | PRSU | 2/15/2024(2) | — | — | 7,473 | 1,517,318 | | | RSU | 2/15/2024(3) | 14,235 | 2,890,274 | — | — | | | PRSU | 2/15/2023(1) | — | — | 14,985 | 3,042,554 | | | PRSU | 2/15/2023(2) | — | — | 8,068 | 3,276,253 | | | RSU | 2/15/2023(3) | 7,685 | 1,560,362 | — | — |

  159. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 62 | PROXY STATEMENT 2026 ■ |

  160. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | | Stock Awards | | | | | Name | Type of Award | Grant Date | Number of Shares or Units or Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(5) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | Callie R. Field | PRSU | 4/1/2025(6) | — | — | 28,600 | 5,806,944 | | | PRSU | 2/15/2025(1) | — | — | 8,418 | 427,298 | | | PRSU | 2/15/2025(2) | — | — | 4,532 | 920,177 | | | RSU | 2/15/2025(3) | 12,950 | 2,629,368 | — | — | | | PRSU | 2/15/2024(1) | — | — | 10,569 | 4,291,860 | | | PRSU | 2/15/2024(2) | — | — | 5,691 | 1,155,501 | | | RSU | 2/15/2024(3) | 10,840 | 2,200,954 | — | — | | | PRSU | 2/15/2023(1) | — | — | 9,838 | 1,997,508 | | | PRSU | 2/15/2023(2) | — | — | 5,297 | 2,151,006 | | | RSU | 2/15/2023(3) | 5,045 | 1,024,337 | — | — | | Ulf Ewaldsson | PRSU | 4/1/2025(6) | — | — | 6,387 | 1,296,816 | | | PRSU | 2/15/2025(1) | — | — | 2,191 | 111,215 | | | PRSU | 2/15/2025(2) | — | — | 1,180 | 239,587 | | | PRSU | 2/15/2024(1) | — | — | 6,384 | 2,592,415 | | | PRSU | 2/15/2024(2) | — | — | 3,437 | 697,848 | | | PRSU | 2/15/2023(1) | — | — | 9,336 | 1,895,581 | | | PRSU | 2/15/2023(2) | — | — | 5,026 | 2,040,958 |

  161. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 1 | PRSUs which vest upon the conclusion of a three-year performance period commencing on the grant date based on the relative performance of the Company’s TSR compared to that of the Company’s peer group over the performance period, subject to continued service through the end of the performance period (except as otherwise provided in the applicable award or employment arrangement). |

  162. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 2 | PRSUs which vest following the conclusion of a three-year performance period commencing on January 1st of the calendar year in which the grant date occurs based on the Company’s achievement of absolute FCF over the performance period, subject to continued service through the applicable vesting date (except as otherwise provided in the applicable award or employment arrangement). |

  163. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 3 | RSUs which vest in annual installments with respect to one-third of the shares on each of the first three anniversaries of the grant date, subject to continued service through the applicable vesting date (except as otherwise provided in the applicable award or employment arrangement). |

  164. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 4 | Special PRSUs granted to Mr. Osvaldik which performance-vested on December 31, 2025, the conclusion of a three-year performance period commencing on January 1, 2023, based on the Company’s achievement of absolute FCF over the performance period. Each earned PRSUs will vest in full on July 1, 2026, subject to Mr. Osvaldik’s continued service through such date (except as otherwise provided in the applicable award arrangement). |

  165. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 5 | Calculated based on the number of PRSUs (except for the 2025 FCF PRSUs and the 2024 FCF PRSUs which are disclosed at target) that may be earned upon achievement of the maximum performance level or number of time-based RSUs, as applicable, multiplied by the closing price of our common stock on December 31, 2025 of $203.04 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare the Company’s performance through 2025 under each outstanding PRSU grant against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts. |

  166. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 6 | PRSUs which vest on April 1, 2028, following the conclusion of a one-year performance period commencing January 1, 2027 based on the Company’s core adjusted EBITDA over the performance period, subject to continued service through the applicable vesting date (except as otherwise provided in the applicable award or employment arrangement). |

  167. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 7 | Special RSUs granted to Mr. Gopalan which vest in annual installments on March 1 of each 2026, 2027, 2028 and 2029, subject to continued service through the applicable vesting date (except as otherwise provided in the applicable award or employment arrangement). |

  168. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | ■ PROXY STATEMENT 2026 | 63 |

  169. Option Exercises and Stock Vested for Fiscal Year 2025 Table

    Option Exercises and Stock Vested for Fiscal Year 2025 Table The following table sets forth certain information with respect to RSUs and PRSUs vesting during the fiscal year ended December 31, 2025, with respect to the Named Executive Officers. We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards, and there were no option exercises during the fiscal year ended December 31, 2025.

  170. Option Exercises and Stock Vested for Fiscal Year 2025 Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Srinivasan Gopalan | — | — | — | — | | G. Michael Sievert | — | — | 636,469 | 151,618,902 | | Peter Osvaldik | — | — | 64,819 | 17,553,957 | | Michael J. Katz | — | — | 43,472 | 11,772,870 | | Jonathan A. Freier | — | — | 42,057 | 11,389,666 | | Mark W. Nelson | — | — | 75,895 | 20,553,504 | | Callie R. Field | — | — | 38,671 | 10,472,687 | | Ulf Ewaldsson | — | — | 44,145 | 11,000,826 |

  171. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation The following table shows the contributions, earnings and the aggregate balance of total deferrals as of December 31, 2025.

  172. 2025 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Srinivasan Gopalan | — | — | — | | G. Michael Sievert | — | — | — | | Peter Osvaldik | — | — | — | | Michael J. Katz | — | — | — | | Jonathan A. Freier | — | — | — | | Mark W. Nelson | 4,956,078 | 333,158 | 12,773,496 | | Callie R. Field | — | 194,053 | 1,333,267 | | Ulf Ewaldsson | — | — | — |

  173. 2025 Non-Qualified Deferred Compensation

    | 1 | The amount listed in this column for Mr. Nelson was reported in the Summary Compensation Table for 2025. |

  174. 2025 Non-Qualified Deferred Compensation

    All of the Named Executive Officers are eligible to participate in the Company’s non-qualified deferred compensation plan (the “Deferred Compensation Plan”). However, only Mr. Nelson has elected to do so. Under the terms of the Deferred Compensation Plan, participants are eligible to defer up to 75% of their base salary, 100% of their annual incentive compensation and 100% of annual RSU or PRSU awards. All amounts attributable to participant deferrals under the Deferred Compensation Plan are fully vested at all times. We did not provide any employer matching or discretionary allocations under the Deferred Compensation Plan for 2025. Participants choose how their deferrals (and their account balances) will be allocated among the national investment funds available under the Deferred Compensation Plan. For 2025, there were 18 funds for deferral of base salary and incentive compensation, which did not include a Company stock fund. Any deferred RSUs or PRSUs would be credited to a Company stock fund. A participant’s account balance under the Deferred Compensation Plan will be distributed in a lump-sum when the participant terminates employment, unless termination is due to retirement or disability, in which case the participant can elect annual installments over two to 15 years. For this purpose, “retirement” means termination of employment on or after either (i) the date on which the sum of the participant’s age and years of service equals 65 or (ii) the date on which the participant completes ten years of service. Participants may also elect to have amounts attributable to their deferrals for a particular year distributed (or commence to be distributed) as of a specified date in a lump sum or in annual installments over two to five years, even if they are still employed by the Company on that date. Generally, the specified date for base salary and incentive compensation distribution may not be earlier than the first day of the second year beginning after the year in which such amounts are deferred and for RSUs or PRSUs may not be earlier than the first day of the fourth year beginning after the year in which such amounts are deferred.

  175. 2025 Non-Qualified Deferred Compensation

    | 64 | PROXY STATEMENT 2026 ■ |

  176. 2025 Non-Qualified Deferred Compensation

    If a participant’s employment with the Company terminates prior to the in-service distribution date specified by the participant or while in-service distribution installment payments are being made, then any portions of the participant’s account balances that are subject to specified distribution date elections will be distributed upon termination of employment, as described above. If a participant dies before his or her entire interest under the Deferred Compensation Plan has been distributed, his or her remaining interest will be distributed in a lump sum to his or her beneficiary. If a participant’s employment terminates within 24 months following a change in control (as defined in the 2023 Plan), then all amounts credited to his or her accounts under the Deferred Compensation Plan will be paid to the participant in a lump sum within 90 days after such termination. Similarly, if a change in control occurs after a participant retires or becomes disabled, any undistributed amounts remaining in such participant’s accounts under the Deferred Compensation Plan will be distributed in a lump sum within 90 days after the change in control. Notwithstanding the foregoing, if a participant is a “specified employee” for purposes of Code Section 409A at the time his or her employment with the Company terminates, then distributions on account of termination of employment will not be made (or commence to be made) prior to the earlier of the participant’s death or the six-month anniversary of the participant’s termination of employment. Each of the Named Executive Officers is a specified employee for this purpose. Distributions are made in cash or stock, as applicable. The Deferred Compensation Plan is an unfunded plan for tax purposes and for purposes of the Employee Retirement Income Security Act of 1974, as amended. We have established a “rabbi trust” to satisfy our obligations under the Deferred Compensation Plan.

  177. Potential Payments Upon Termination or in Connection with a Change in Control

    Potential Payments Upon Termination or in Connection with a Change in Control The following discussion describes and quantifies the estimated amount of potential payments and benefits that would be provided to each of our Named Executive Officers under the Company’s compensation plans and agreements in the event of a termination of employment and/or change in control of the Company. Our Named Executive Officers are subject to covenants regarding protection of confidential information, a non-compete and certain other restrictive covenants regarding solicitation of employees or customers for a period through one year (or, in certain cases, eighteen months) after termination of employment. For Messrs. Gopalan and Sievert, this period is two years after termination of employment.

  178. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Gopalan, our Chief Executive Officer. We have calculated the 2025 total annual compensation for our median employee to be $76,141. We experienced a Chief Executive Officer transition effective November 1, 2025 and, as permitted by Item 402(u), for purposes of calculating our 2025 pay ratio, we chose to annualize the pay of Mr. Gopalan, who was the Chief Executive Officer serving in such position on the date we identified our median employee (December 31, 2025). Our Chief Executive Officer’s total annual compensation for 2025 was $37,993,644. This amount represents the Chief Executive Officer’s compensation as reported in the 2025 Summary Compensation Table above (adjusted to include his employer-paid health benefits with respect to 2025) plus an additional amount that reflects the annualizing of his base salary and short-term incentive award for 2025 consistent with the applicable Securities and Exchange Commission guidance. The estimated ratio of the total compensation of Mr. Gopalan to the annual total compensation of our median employee was 499 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with applicable rules of the SEC. In light of the additional one-time cash and equity compensation that we paid to Mr. Gopalan in 2025 as an incentive for him to join our senior leadership team, we expect the 2025 pay ratio to be significantly higher than the CEO pay ratio in future years when we are not providing compensation to recruit a new Chief Executive Officer. If we were to exclude these one-time cash and equity compensation values, our Chief Executive Officer’s total annual compensation for 2025 would have been $31,020,304 and the resulting pay ratio of the total compensation of Mr. Gopalan to the annual total compensation of our median employee would have been 407 to 1. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions. We identified the median employee by preparing a listing of 70,690 individuals (including only U.S. individuals and excluding employees from the UScellular, Vistar and Blis transactions and Mr. Gopalan) who were employed by us on December 31, 2025, the last day of the calendar year, and examining the 2025 total compensation paid to each such individual as reflected in our payroll records for 2025. We included all such employees (other than Mr. Gopalan), whether employed on a full-time, part-time, or seasonal basis who received a paycheck in the final pay period of the year. As is permitted under Item 402(u) of Regulation S-K, we utilized the “de minimis” exemption to exclude all of our non-U.S. employees from the dataset.

  179. Pay Ratio

    | Country | # Employees | Country | # Employees | Country | # Employees | | Australia | 44 | France | 5 | Singapore | 6 | | Austria | 1 | Germany | 5 | Spain | 1 | | Belgium | 1 | India | 247 | Sweden | 5 | | Brazil | 1 | Italy | 23 | Thailand | 1 | | Canada | 21 | Netherlands | 44 | United Kingdom | 142 | | Denmark | 1 | New Zealand | 3 | | |

  180. Pay Ratio

    We did not make any assumptions, adjustments, or estimates with respect to total compensation paid, and we did not annualize the compensation for any employees (other than for Mr. Gopalan) that were not employed by us for all of 2025. We believe the use of total compensation paid for all employees as reflected in our payroll records is a consistently applied compensation measure due to our large part-time, retail and customer service employee population and practice of granting annual equity awards across our broad employee base. Using the method described above, we identified a small sample of employees, consisting of the median employee and 19 other employees whose gross pay was very close to the median employee’s gross pay (“median group”). We then calculated annual total compensation for such employees using the same methodology we use for our Named Executive Officers as set forth in the 2025 Summary Compensation Table in this Proxy Statement, taking into account employer-paid costs for 2025 health benefits, and selected the median employee from this median group. We believe that our median employee’s compensation reasonably reflects the actual annual compensation of our employees generally in terms of realized pay and benefits.

  181. Pay Ratio

    | ■ PROXY STATEMENT 2026 | 75 |

  182. Pay Versus Performance

    Pay Versus Performance The following table summarizes the relationship between the compensation paid to our Chief Executive Officer(s) (referred to in this discussion as our “PEO(s)”) and the other Named Executive Officers (referred to in this discussion as our “Non-PEO NEOs”) and our financial performance for the fiscal years shown in the table below.

  183. Pay Versus Performance

    | Year (1) | Summary Compensation Table Total for PEO (Mr. Gopalan) ($) | Summary Compensation Table Total for PEO (Mr. Sievert) ($) | Compensation Actually Paid to PEO (Mr. Gopalan) ($) (2) (3) | Compensation Actually Paid to PEO (Mr. Sievert) ($) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions) ($) | Adjusted Free Cash Flow (5) (millions) ($) | | | | | | | | | TMUS Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return (4) ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 35,439,421 | 50,408,096 | 29,796,797 | 63,432,371 | 18,826,522 | 14,580,415 | 156 | 112 | 10,992 | 17,995 | | 2024 | — | 30,040,245 | — | 70,190,679 | 9,778,552 | 20,462,125 | 167 | 109 | 11,339 | 17,032 | | 2023 | — | 37,488,851 | — | 55,021,146 | 10,759,665 | 13,633,451 | 119 | 89 | 8,317 | 13,586 | | 2022 | — | 29,060,048 | — | 86,602,023 | 10,461,699 | 21,148,334 | 104 | 82 | 2,590 | 7,656 | | 2021 | — | 22,610,659 | — | (15,052,969) | 9,689,891 | 3,906,500 | 86 | 91 | 3,024 | 5,646 |

  184. Pay Versus Performance

    | 1 | In accordance with applicable SEC rules, since Messrs. Gopalan and Sievert both served as Chief Executive Officer during 2025, they are each included in the table above and corresponding footnotes as a PEO. The following table lists the PEOs and Non-PEO NEOs for each of fiscal years 2025, 2024, 2023, 2022, and 2021. |

  185. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Srinivasan Gopalan & G. Michael Sievert | Peter Osvaldik, Mark W. Nelson, Michael J. Katz, Jonathan A. Freier, Callie R. Field, Ulf Ewaldsson | | 2024 | G. Michael Sievert | Peter Osvaldik, Mark W. Nelson, Michael J. Katz, Jonathan A. Freier, Callie R. Field | | 2023 | G. Michael Sievert | Peter Osvaldik, Mark W. Nelson, Michael J. Katz, Jonathan A. Freier, Callie R. Field | | 2022 | G. Michael Sievert | Peter Osvaldik, Neville R. Ray, Mark W. Nelson, Peter A. Ewens, Brandon D. Draper | | 2021 | G. Michael Sievert | Peter Osvaldik, Neville R. Ray, Mark W. Nelson, Peter A. Ewens, David A. Miller |

  186. Pay Versus Performance

    | 2 | The following table shows the amounts deducted from and added to the Summary Compensation Table totals to calculate “Compensation Actually Paid” to our PEOs and to the average Summary Compensation Table totals for our Non-PEO NEOs in accordance with Item 402(v)(2)(iii) of Regulation S-K: |

  187. Pay Versus Performance

    | | 2025 | | | | | Mr. Gopalan ($) | Mr. Sievert ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 35,439,421 | 50,408,096 | 18,826,522 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (27,114,078) | (27,546,942) | (14,165,185) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 21,471,455 | — | 8,171,653 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | — | — | (163,789) | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 19,777,194 | 146,294 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | 20,794,023 | 2,173,522 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | (408,602) | | Compensation Actually Paid | 29,796,797 | 63,432,371 | 14,580,415 |

  188. Pay Versus Performance

    | 3 | The dollar amounts reported represent the amount of “Compensation Actually Paid,” as calculated in accordance with Item 402(v)(2)(iii) of Regulation S-K. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “Compensation Actually Paid,” the fair value of stock awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of stock awards for purposes of the Summary Compensation Table. For additional information regarding the valuation assumptions used to calculate the fair value of our stock awards, please see the notes to our financial statements in our Annual Report on Form 10-K for the applicable fiscal year. |

  189. Pay Versus Performance

    | 4 | The Company and the Company’s peer group cumulative TSR (the “Peer Group TSR”) is determined based on the value of an initial fixed investment of $100 in our common stock for the period beginning on the last trading day of 2020 through the end of the relevant fiscal year, assuming reinvestment of all dividends. The Peer Group TSR set forth in this table was determined using Dow Jones U.S. Mobile Telecommunications TSM Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report on Form 10-K for 2025. |

  190. Pay Versus Performance

    | 5 | The Company has identified Adjusted Free Cash Flow as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEOs and the Non-PEO NEOs in 2025 to the Company’s performance. See Appendix A to this Proxy Statement for a reconciliation of Adjusted Free Cash Flow, a non-GAAP measure to the most directly comparable GAAP measure. |

  191. Pay Versus Performance

    | 76 | PROXY STATEMENT 2026 ■ |

  192. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The charts below illustrate how “Compensation Actually Paid” to our PEOs and average “Compensation Actually Paid” to the Non-PEO NEOs aligns with the Company’s financial performance as measured by TSR, Net Income, and Adjusted Free Cash Flow, as well as a comparison of TSR and Peer Group TSR.

  193. Compensation Actually Paid, TSR, and Peer Group TSR

    Compensation Actually Paid, TSR, and Peer Group TSR

  194. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  195. Compensation Actually Paid and Net Income

    | ■ PROXY STATEMENT 2026 | 77 |

  196. Compensation Actually Paid and Adjusted Free Cash Flow

    Compensation Actually Paid and Adjusted Free Cash Flow

  197. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025:

  198. Pay Versus Performance Tabular List

    | Service Revenues; |

  199. Pay Versus Performance Tabular List

    | Core Adjusted EBITDA; and |

  200. Pay Versus Performance Tabular List

    | Adjusted Free Cash Flow. |

  201. Pay Versus Performance Tabular List

    In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program appropriately rewards our PEO and the Non-PEO NEOs for Company and individual performance, promotes retention of our senior leadership team and supports long-term value creation for our stockholders.