T-Mobile US, Inc. TMUS

36% shingled-prose overlap between the two filings.

2025: 40,244 chars · 2026: 59,087 chars

• Committee Report:74% overlap (1,061 → 1,077 chars)
• Pay Ratio (Item 402(u)):32% overlap (3,145 → 4,541 chars)
• Say-on-Pay proposal:5% overlap (2,110 → 24,993 chars)

• changedThis Compensation Discussion and Analysis (“CD&A”) describes our 2025 2024executive compensation program for the following executive officers who served in the positions set forth below during 2025 2024(collectively, the “Named Executive Officers”):
• new▉ Srinivasan Gopalan ▉ G.
• newMichael Sievert ▉ Peter Osvaldik President and Chief Executive Officer; Former Chief Operating Officer Vice Chairman; Former President and Chief Executive Officer Chief Financial Officer ▉ Michael J.
• changedKatz ▉ ∎Jonathan A.
• newFreier ▉ Mark W.
• newNelson Chief Business and Product Officer; Former President, Marketing, Strategy and Products Chief Operating Officer; Former President, Consumer Group Chief Legal Officer and General Counsel ▉ Callie R.
• newField ▉ Ulf Ewaldsson Former President, Business Group and Former Executive Vice President, Strategic Advisor Former President, Technology and Former Executive Vice President, Strategic Advisor
• newMr. Gopalan commenced employment with us as our Chief Operating Officer effective March 1, 2025.
• newFollowing a multi-year, comprehensive leadership succession planning process, effective November 1, 2025, Mr. Gopalan was appointed as our President and Chief Executive Officer (and no longer served as our Chief Operating Officer) and Mr. Sievert ceased to serve as our President and Chief Executive Officer, transitioning to Vice Chairman.
• newEffective December 5, 2025, Mr. Osvaldik’s title was changed from Executive Vice President and Chief Financial Officer to Chief Financial Officer and Mr. Nelson’s title was changed from Executive Vice President and General Counsel to Chief Legal Officer & General Counsel.
• newMr. Katz served as our President, Marketing, Strategy and Products until December 5, 2025, when he transitioned to his current Chief Business and Product Officer role.
• newMr. Freier served as our President, Consumer Group until December 5, 2025, when he transitioned to his current Chief Operating Officer role.
• newMs. Field served as our President, Business Group through September 30, 2025, and, thereafter, served as our Executive Vice President, Strategic Advisor until her departure from the Company effective March 2, 2026.
• newMr. Ewaldsson served as our President, Technology through August 25, 2025.
• newMr. Ewaldsson continued to serve as our Executive Vice President, Strategic Advisor until his departure from the Company effective December 1, 2025.
• new▇ PROXY STATEMENT 2026 39
• newNo excessive perquisites
• changedSummary of Named Executive Officer Average Target Compensation as of December 31, 2025 2024
• changedTo promote a performance-based culture that further aligns the interests of management and stockholders, in 2025, 2024,our executive compensation program focused extensively on variable, performance-based compensation, with approximately 92% 90%of the target compensation package for each of our Named Executive Officers at risk and subject to Company business performance and total stockholder returns.
• newThe substantial majority of our Chief Executive Officer’s (including Messrs.
• changedGopalan and Sievert, each in his role as ThesubstantialmajorityofourChief Executive Officer) Officer’sand other Named Executive Officers’ actual total compensation as reported in the 2025 2024Summary Compensation Table was in the form of variable compensation (short-term and long-term incentives).
• new40 PROXY STATEMENT 2026 ▇
• changedThe 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 2024or currently exists that would prevent Mercer from serving as an independent consultant to the Compensation Committee.
• changedWe 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. Sievert.
• changedThe 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 2023(the “Sievert Employment Agreement”).
• newIn addition, commencing with 2026 (for Messrs.
• newGopalan 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.”
• changedThe Sievert Employment Agreement provided that, during Mr. Sievert’s service as President and Chief Executive Officer, providesthat(i) Mr. Sievert’s annual base salary for 2025 2024would be increased to the greater of $1,900,000 $1,850,000and the median annual base salary for chief executive officers in our then-current peer group as of January 1, 2025; 2024;(ii) the aggregate target grant-date value of Mr. Sievert’s LTI long-termincentive(“LTI”)awards granted during 2025 2024would be increased to the greater of $19,000,000, the 65th 60thpercentile 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 2023annual LTI awards; and (iii) 60% of the time-based restricted stock units (“RSUs”) RSUsgranted to Mr. Sievert as annual LTI awards during 2025 2024would 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.
• changedIn accordance with these provisions, the Company, along with the Compensation Committee and its theirconsultant, determined that (x) the median annual base salary for chief executive officers in our peer group as of January 1, 2025 2024was $1,500,000 $1,445,000and, accordingly, increased Mr. Sievert’s base salary to $1,900,000 $1,850,000(which was greater than such median) on January 1, 2025, 2024,(y) the 65th 60thpercentile of the aggregate target grant-date value of annual LTI awards for chief executive officers in our peer group as of January 1, 2025 2024was $22,093,698 $20,853,000and, accordingly, Mr. Sievert’s annual LTI awards granted in 2025 2024had a target grant-date value of $22,093,698, $20,853,000,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.
• changedWe select the members of our peer group based on a number of factors, including similarity to us in terms ofrelativesizeof revenue and market capitalization, the industries in which we and they compete and their ability to compete with us for talent at the executive officerlevel.
• changedOur 2024 peer group was established effective as of January 1, 2022 and reaffirmed by the Compensation Committee effective September 11, 2024, 18,2023,and was used to set executive compensation for 2025. 2024.
• changedThe following chart shows T-Mobile’s 2024peer group of 13 companies that was used to set executive compensation for 2025 and each such company’s (otherthanDISHNetwork’s)revenue for its most recent fiscal year and market capitalization as of December 31, 2025. 2024.
• new▇ PROXY STATEMENT 2026 41
• newPeer 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
• newEffective 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.
• changedIt then assesses the compensation of each Named Executive Officer in relation to our peer group proxyand 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”).
• changedFor 2025, 2024,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.
• new42 PROXY STATEMENT 2026 ▇
• newThe following table shows the target total direct compensation established by the Compensation Committee in February 2025 for the Named Executive Officers for 2025 or, for Mr. Gopalan, his target total direct compensation which became effective on November 1, 2025 when he was appointed as our President and Chief Executive Officer.
• newOfficer BaseSalary($) TargetSTIPPercent(1) TargetSTIP Value($) TotalTarget Cash($) Target LTIPercent(2) TargetLTI Value($) Total Direct Compensation ($) Srinivasan Gopalan(3) 1,400,000 250 % 2,250,685 3,650,685 — 19,500,000 23,150,685 G.
• newMichael Sievert(4) 1,900,000 250 % 4,750,000 6,650,000 — 22,093,698 28,743,698 Peter Osvaldik 975,000 200 % 1,950,000 2,925,000 250 % 7,312,500 10,237,500 Michael J.
• newKatz 975,000 200 % 1,950,000 2,925,000 — 8,575,000 11,500,000 Jonathan A.
• newFreier 950,000 200 % 1,900,000 2,850,000 250 % 7,125,000 9,975,000 Mark W.
• newNelson 975,000 195 % 1,901,250 2,876,250 250 % 7,190,625 10,066,875 Callie R.
• newField 875,000 200 % 1,750,000 2,625,000 225 % 5,906,250 8,531,250 Ulf Ewaldsson 775,000 200 % 1,550,000 2,325,000 250 % 5,812,500 8,137,500
• new2 Target LTI Percent reflected as a percent of total target cash compensation; excludes those with specific target dollar values, which are included in the column titled “Target LTI Value ($)”.
• new3 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”).
• newMr. 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.
• newMr. 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.
• changed4 3Mr. Sievert’s Target LTI Value for 2025 2024was determined based on the peer group comparative provisions in the Sievert Employment Agreement (as further discussed below under “—Employment Arrangements”).
• newIn 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.
• changedExcept for Mr. Sievert, whose base salary increase in his role as President and Chief Executive Officer was made in accordance with thetermsofthe terms of the Sievert Employment Agreement (as further discussed above under “—Approach “-Approachto Compensation Benchmarking”), BenchmarkingCompensation”),the base salary increases for our Named Executive Officers (other than Messrs. weremadeinordertobringeachexecutive’ssalaryinlinewiththebasesalariesofcomparableexecutiveofficersinourpeergroup.
• newNelson 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.
• newMr. Sievert’s base salary was increased to $7,000,000 in connection with his transition to Vice Chairman effective on November 1, 2025, and as a result he became ineligible for short-term incentive awards or LTI awards during his tenure as Vice Chairman.
• changedSee further discussion under “—Factors “—FactorsConsidered in Determining Executive Compensation” above.
• changedAttheDecember2023CompensationCommitteemeeting,The Compensation Committee approved the following base salaries of the Named Executive Officers for 2025: 2024:
• newOfficer 2024 Base Salary($) 2025 Base Salary(3) ($) Srinivasan Gopalan(1) — 1,400,000 G.
• newMichael Sievert(2) 1,850,000 1,900,000 Peter Osvaldik 975,000 975,000 Michael J.
• changedKatz 800,000850,000 975,000 Jonathan A.
• newFreier 825,000 950,000 Mark W.
• newNelson 975,000 975,000 Callie R.
• newField 825,000 875,000 Ulf Ewaldsson 750,000 775,000
• new1 Reflects Mr. Gopalan’s base salary as of November 1, 2025.
• newBetween March 1, 2025 (the date on which Mr. Gopalan commenced employment with us) and October 31, 2025, Mr. Gopalan’s base salary was $1,000,000.
• new2 In connection with his transition to Vice Chairman, effective November 1, 2025, Mr. Sievert’s annual base salary was increased to $7,000,000.
• new3 As approved at the December 2025 Compensation Committee meeting, the following Named Executive Officers received 2026 base salary increases that were effective December 21, 2025 to align with the 2026 payroll calendar: Mr. Katz’s base salary increased to $1,200,000, Mr. Freier’s base salary increased to $1,000,000 and Mr. Nelson’s base salary increased to $1,000,000.
• new▇ PROXY STATEMENT 2026 43
• changedThe 2025 2024short-term incentive plan (the “2025 “2024STIP”) awards for our executive officers, including the Named Executive Officers, were based entirely on Company performance, which was measured by: Service Revenues, Revenue,Total Net Additions, Core Adjusted EBITDA, and Adjusted Free Cash Flow.
• changedAttainment 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 2024STIP.
• changedIf none of the performance thresholds had been achieved during 2025, 2024,no awards would have been paid.
• newIn 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.
• newMetric Weight MinimumPerformance(in millions) TargetPerformance(in millions) MaximumPerformance(in millions) ActualPerformance(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 %
• new1 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.
• new2 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.
• new3 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.
• newThese device promotions created a non-cash contract asset benefiting Core Adjusted EBITDA, but with an in-year adverse impact to Service Revenues.
• new4 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”).
• new5 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.
• newThis adjustment is to avoid disincentivizing synergy acceleration opportunities and is in alignment with T-Mobile’s 2025 STIP’s and LTI plan’s methodology.
• changed6 4See 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.

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