T-Mobile US Inc

THIS SUMMARY HIGHLIGHTS INFORMATION YOU WILL FIND IN THIS PROXY STATEMENT. AS IT IS ONLY A SUMMARY, PLEASE REVIEW THE COMPLETE PROXY STATEMENT BEFORE YOU VOTE.

Annual Meeting Agenda and Vote Recommendations:

In this Proxy Statement, “we,” “our,” “us,”“T-Mobile” and the “Company” refer to T-Mobile US, Inc. as a standalone company prior to April 1, 2020, the date we completed the Sprint Combination (as defined below), and after April 1, 2020, refer to the combined company as a result of the Sprint Combination. “Annual Meeting” refers to the 2024 Annual Meeting of Stockholders. We first made this Proxy Statement and form of proxy card available to stockholders on or about April 26, 2024.

Good Corporate Governance Practices

Governance is real at T-Mobile. We became a publicly traded company in 2013 with a significant stockholder, Deutsche Telekom, following a business combination with MetroPCS Communications, Inc. (the “Metro Combination”). On April 1, 2020, we completed the merger with Sprint in anall-stock transaction (the “Sprint Combination” or the “Merger”). In connection with the Sprint Combination, on April 1, 2020, Deutsche Telekom and SoftBank entered into a Proxy, Lock-up and ROFR Agreement (the “Proxy Agreement”).

Pursuant to that certain Letter Agreement, dated as of February 20, 2020, by and among the Company, Deutsche Telekom and SoftBank, the Company issued 48,751,557 additional shares of T-Mobile common stock to SoftBank on December 28, 2023.

As a result of the Proxy Agreement, as of March 31, 2024, Deutsche Telekom has voting control over approximately 57.9% of the outstanding T-Mobile common stock, including approximately 7.8% of shares of the outstanding T-Mobile common stock held by SoftBank.

Deutsche Telekom has the right to designate 10 of our directors. As a result, we have stockholder representation on our Board. The Nominating and Corporate Governance Committee has the right to designate three of our directors, all of whom are independent based on the applicable NASDAQ and SEC rules. Directors approach each Board decision with a mindset that is intellectually independent from management. In addition, our Board has structured our corporate governance program to promote the long-term interest of stockholders, strengthen the Board’s and management’s accountability and help build public trust in the Company.

Unclassified Board and Annual Election of Directors

Annual Board and Committee Self-Evaluations

14 Director Nominees

No Poison Pill

Separation of Chairman and Chief Executive Officer Roles

Stockholder Right to Call Special Meeting and Act by Written Consent

Lead Independent Director

Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies

Independent Chairs of the Audit, Compensation and Nominating and Corporate Governance Committees

Executive Compensation Driven by Pay for Performance

Regular Executive Sessions of Independent Directors

Stock Ownership Guidelines for Executive Officers and Directors

Comprehensive Risk Oversight by the Board and its Committees

SEC- and Nasdaq-compliant Clawback Policy Covering Incentive Payments

Our differentiated growth strategy drove industry-best postpaid net account additions of 1.3 million,1 postpaid net customer additions of 5.7 million, and High Speed Internet net customer additions of 2.1 million in 2023. We ended 2023 with a record high total customers of 119.7 million.

Our customer growth translated into industry-leading financial growth in 2023, enabling us to return $14.0 billion to stockholders through a combination of share repurchases and dividends. In 2023, our Total service revenues were $63.2 billion, Postpaid service revenues were $48.7 billion, Net income was $8.3 billion, Core Adjusted EBITDA was $29.1 billion, Net cash provided by operating activities was $18.6 billion, and Adjusted Free Cash Flow was $13.6 billion.

At the end of 2023, our 5G network covered more than 330 million people (98% of Americans), and our Ultra Capacity 5G covered more than 300 million people nationwide.

Our stock price has increased by 88.3% from April 1, 2020 (the closing date of the Sprint Combination) to December 31, 2023.

Core Adjusted EBITDA and Adjusted Free Cash Flow arenon-GAAP financial measures. Each of thenon-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations to the most directly comparable GAAP financial measures are provided in Appendix A to this Proxy Statement.

Executive Compensation Highlights – Paying for Performance

Our executive compensation program is aligned with our business strategy and is designed to attract and retain top talent, reward short-term and long-term business results and exceptional individual performance, and, most importantly, maximize stockholder value.

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

WHAT WE DO

Emphasis on pay for performance

Independent compensation consultant

Executive and director stock ownership guidelines

Clawback policy covering incentive payments

Use of multiple performance measures and caps on potential incentive payments

Substantial majority of target total compensation is variable

Use of executive compensation statements (“tally sheets”)

Annual risk assessment of compensation programs

WHAT WE DON’T DO

No excise tax gross ups

No guaranteed bonuses

No plans that encourage excessive risk taking

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

No significant perquisites

No dividends paid on unearned or unvested equity awards

No hedging or pledging of stock