T-Mobile US, Inc.
For the period ended Jun 16, 2026. Filed Apr 27, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2026 · Filed Apr 27, 2026
Contents
Proxy Statement Summary
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 Information | ||||||||
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| DATE AND TIME: June 16, 2026 at 8:00 a.m. PDT | LOCATION: Online only at www.virtualshareholder meeting.com/TMUS2026 | RECORD DATE: April 17, 2026 | PROXY MAIL DATE: On or aboutApril 27, 2026 | |||||
| How to Vote | BY INTERNET: Visit the website listed on your proxy card | BY PHONE: Call the telephone number on your proxy card | BY MAIL: Sign, date and return your proxy card in the enclosed envelope | AT THE ANNUAL MEETING: Vote electronically at the virtual Annual Meeting | ||||
| Voting: | Each share of common stock is entitled to one vote for each director nominee and one vote for the other proposals to be voted on. |
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| Admission: | You can virtually attend the Annual Meeting at the meeting time by visiting www.virtualshareholdermeeting.com/TMUS2026 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. |
Annual Meeting Agenda and Vote Recommendations:
| Matter · Board VoteRecommendation · Page Reference (for more details) | |||
|---|---|---|---|
| Proposal 1 | Election of Directors | FOR | 24 |
| Proposal 2 | Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026 | FOR | 36 |
| Proposal 3 | Advisory Vote to Approve the Compensation Provided to the Company’s Named Executive Officers for 2025 | FOR | 38 |
In this Proxy Statement, “we,” “our,” “us,”“T-Mobile” and the “Company” refer to T-Mobile US, Inc. “Annual Meeting” refers to the 2026 Annual Meeting of Stockholders. We first made this Proxy Statement and form of proxy card available to stockholders on or about April 27, 2026.
| ▇ PROXY STATEMENT 2026 | 1 |
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Proxy Statement Summary
Good Corporate Governance Practices
We have been a publicly traded company since 2013, following a business combination with MetroPCS Communications, Inc. (the “Metro Combination”). Deutsche Telekom became a significant stockholder at that time and has remained our controlling stockholder. As of March 31, 2026, Deutsche Telekom holds voting control over approximately 54.5% of T-Mobile’s outstanding common stock.
Based on the Second Amended and Restated Stockholders’ Agreement we entered into with Deutsche Telekom and SoftBank Group Corp. (“SoftBank”) on June 22, 2020 (the “Stockholders’ Agreement”) and its current ownership position, Deutsche Telekom has the right to designate 10 members of our Board of Directors (the “Board”). The Board also includes independent directors, including three designated by the Nominating, Corporate Governance and Compliance Committee, each of whom meets applicable NASDAQ and SEC independence standards. While the Company has stockholder representation on the Board, directors are expected to exercise independent judgment and fulfill their fiduciary duties to all stockholders. T-Mobile’s corporate governance framework is designed to promote long-term stockholder value, enhance Board and management accountability, and support transparency and public trust in the Company.
Unclassified Board and Annual Election of Directors
Annual Board and Committee Self-Evaluations
13 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, Corporate Governance and Compliance 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
| 2 | PROXY STATEMENT 2026 ▇ |
Proxy Statement Summary
T-Mobile delivered industry-leading customer and customer account growth, which translated into durable and profitable financial growth in 2025
In 2025, we delivered industry-leading 1 customer results across the board, in postpaid net account additions, total postpaid net customer additions, postpaid phone net customer additions, and total broadband net customer additions.
Our customer and customer account growth translated into durable and profitable financial growth in 2025, enabling us to return $14.0 billion to stockholders through a combination of share repurchases and dividends. In 2025, our Total service revenues were $71.3 billion, Postpaid service revenues were $57.9 billion, Net income was $11.0 billion, Core Adjusted EBITDA 2 was $33.9 billion, Net cash provided by operating activities was $28.0 billion, and Adjusted Free Cash Flow 2 was $18.0 billion.
For the first time ever, customers have rated T-Mobile highest for network quality in five of six regions in the J.D. Power 2026 U.S. Wireless Network Quality Study 3. This milestone reflects the impact of T-Mobile’s long-term network strategy, as customers rated the Company highest for network quality across more U.S. regions than at any point in its history.
| 1 | AT&T does not disclose postpaid net account additions and, beginning in Q4 2025, reports Consumer Postpaid Wireless Accounts, which we believe are not directly comparable to T-Mobile’s reported metrics. Comcast and Charter do not disclose postpaid phone net customer additions. |
| 2 | Core Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. Each of the non-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. |
| 3 | For J.D. Power 2026 U.S. Wireless Network Quality Performance Study — Volume 1 award information, visit jdpower.com/awards. |
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 excessive perquisites
No dividends paid on unearned or unvested equity awards
No hedging, short sales, or pledging of stock
| ▇ PROXY STATEMENT 2026 | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.