T-Mobile US Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule

14a-101)

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SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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T-Mobile

US, Inc.

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2025 Notice Of Annual Meeting of Stockholders & Proxy Statement a year of unstoppable growth and innovation Dear Stockholders, T-Mobile had an incredible 2024. Once again, we led the industry in growth — adding 6.1 million postpaid net customers and achieving our lowest-ever full-year postpaid phone churn. More people chose T-Mobile broadband than any other provider, with over 6.4 million customers using our High Speed Internet by year-end. We also laid the groundwork to expand our fiber footprint, announcing joint ventures to acquire some of the fastest-growing fiber providers in the country. This strong business performance translated into our highest-ever adjusted free cash flow, giving us the flexibility to simultaneously invest in the future and return meaningful value to stockholders. We delivered all-time highs because we’ve never settled for good enough. Relentlessly challenging the status quo is what the Un-carrier is all about. We have always led differently — and always will. This is what sets us apart from the others. We have a clear long-term plan defined not just by what we deliver, but by how we do it: with speed, discipline and an unwavering focus on customers. Now, leaning into our position of strength, we’re continuing to rewrite the rules. We’re a company on the move in this Challenger to Champion chapter, using our scale, capabilities and technologies — some that didn’t even exist a few years ago — to accelerate our business and serve customers in transformative ways. This new era is an opportunity to go bigger and further reimagine customer love in a digital-first world through data, AI and tools that enable us to offer smarter, more personalized experiences. By shifting from solving problems to preventing them, we’re deepening relationships with customers — and earning their business for life. At the center of it all is America’s largest and fastest 5G network, now covering more than 2 million square miles — nearly one and a half times more than either of our top competitors. In 2024, we extended our network leadership by every objective measure and put it to work in powerful ways. As the first U.S. provider to commercially launch a 5G standalone (SA) core, we introduced T-Priority. It’s the nation’s first dedicated 5G network slice designed specifically for first responders, ensuring they get lower latency and faster 5G speeds more consistently. We also created entirely new capabilities, including satellite-to-cellular connectivity — the first and only space-based mobile network in the U.S. that automatically connects to your phone — and business models that go beyond traditional wireless. These efforts reflect the innovation, curiosity and willingness to embrace change that put the Un-carrier in a category of its own. The impact we’re making extends to the communities we serve. With Project 10Million, we’re using our network, resources and scale for good to help bridge the digital divide with connectivity for underserved students. From our start in 2020 through 2024, we have connected over 6.3 million students and invested nearly $7.4 billion in devices and services — and this work continues. T-Mobile’s success wouldn’t be possible without this team’s passion and “We Won’t Stop” value in action — a team that busts down barriers, never settles and makes change rather than waiting around for it. Looking ahead, this is our time once again to turn ambition into action and to turn bold ideas into real outcomes for customers, employees and stockholders alike. Our story is just getting started, and 2025 is set to be a pivotal year for T-Mobile. Thank you for being part of this incredible journey with us! Sincerely, MIKE SIEVERT President and Chief Executive Officer April 18, 2025

Notice of Annual Meeting of Stockholders

AGENDA:

Elect 13 director nominees named in the Proxy Statement to the Company’s Board of Directors;

Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

Consider any other business that is properly brought before the Annual Meeting or any continuation, adjournment or postponement of the Annual Meeting.

Record Date: You can vote your shares if you were a stockholder of record at the close of business on April 7, 2025.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, please vote as soon as possible by internet, by telephone or by signing and returning your proxy card if you received a paper copy of the proxy card by mail.

The Annual Meeting will be held solely by means of remote communication, in a virtual only format. You can virtually attend the Annual Meeting at the meeting time by visiting www.virtualshareholdermeeting.com/TMUS2025 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 8:00 a.m. PDT. Online check-in will begin at 7:45 a.m. PDT, and you should allow ample time for the online check-in procedures. If you encounter any difficulties accessing the virtual meeting during thecheck-in or meeting time, please call the phone numbers displayed on the meeting website on the meeting date. Once admitted to the Annual Meeting, you may submit questions, vote or view our list of stockholders by following the instructions that will be available on the meeting website.

We encourage you to vote as promptly as possible, even if you plan to attend the virtual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2025

The Proxy Statement and Annual Report to Stockholders are available at

https://t-mobile.com/Proxy2025 and https://www.proxyvote.com.

Cautionary Statement Regarding Forward-Looking Statements

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements, including, but not limited to, our efforts to reduce our greenhouse gas emissions, as well as changes in laws or regulations affecting us, such as changes in cybersecurity, data privacy, environmental, safety and health laws, and other risks as disclosed in our most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission (the “SEC”), include, among others, the following: competition, industry consolidation and changes in the market for wireless communications services and other forms of connectivity; criminal cyberattacks, disruption, data loss or other security breaches; our inability to timely adopt and effectively deploy network technology developments; our inability to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies; our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture; system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems; the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use; the timing and effects of any pending and future acquisition, divestiture, investment, joint venture or merger involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions; adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in inflation or interest rates, supply chain disruptions and impacts of geopolitical instability, such as the Ukraine-Russia and Israel-Hamas wars and further escalations thereof; our inability to successfully deliver new products and services; any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business; sociopolitical volatility and polarization and risks related to environmental, social and governance matters; our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms; changes in the credit market conditions, credit rating downgrades or an inability to access debt markets; our inability to maintain effective internal control over financial reporting; any changes in regulations or in the regulatory framework under which we operate; laws and regulations relating to the handling of privacy, data protection and artificial intelligence; unfavorable outcomes of and increased costs from existing or future regulatory or legal proceedings; difficulties in protecting our intellectual property rights or if we infringe on the intellectual property rights of others; our offering of regulated financial services products and exposure to a wide variety of state and federal regulations; new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations; our wireless licenses, including those controlled through leasing agreements, are subject to renewal and may be revoked; our exclusive forum provision as provided in our Certificate of Incorporation; interests of Deutsche Telekom AG (“DT”), our controlling stockholder, which may differ from the interests of other stockholders; our current and future stockholder return programs may not be fully utilized, and our share repurchases and dividend payments pursuant thereto may fail to have the desired impact on stockholder value; future sales of our common stock by DT and SoftBank Group Corp. (“SoftBank”) and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the Federal Communications Commission (“FCC”); and other risks as disclosed in our most recent annual report on Form 10-K, and subsequent Forms 10-Q and other filings with the SEC. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. T-Mobile does not undertake, and expressly disclaims any duty, to update any statements contained herein, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law. In addition, some of the statements contained in this Proxy Statement may rely on third-party information and projections that management believes to be reputable; however, T-Mobile does not independently verify or audit this information, and any inaccuracies or deviations in such information and projections may materially impact our ability to execute on our strategy, achieve our goals, or otherwise adversely impact our business.

This Proxy Statement contains corporate responsibility-related statements based on hypothetical scenarios and assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. For example, our disclosures based on existing standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors which may be beyond our control. Forward-looking and other statements in this document may also address our corporate responsibility and sustainability progress, plans, and goals. Our inclusion of such information herein or in other documents is not necessarily “material” under the federal securities laws for SEC reporting purposes, even if we use the word “material” or “materiality” in relation to those statements, but is informed by various standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. These standards continue to evolve, often quickly, including for matters outside of our control; our disclosures are inherently dependent on the methodology and data used, and there can be no guarantee that such disclosures will necessarily reflect or be consistent with the preferred practices or interpretations of particular stakeholders, either currently or in future. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.