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T-Mobile (NASDAQ: TMUS) legal chief trades shares and receives awards

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

T-Mobile US Chief Legal Officer Mark Nelson Wolfe reported several stock transactions involving T-Mobile US, Inc. common shares. On February 17 and 18, 2026, he completed open-market sales totaling 16,514 shares at prices around the low $220 range under a Rule 10b5-1 trading plan adopted on February 24, 2025, leaving him with 68,006.032 shares held directly after these sales.

On February 15, 2026, Wolfe received stock-based compensation consisting of 19,576 restricted stock units and 12,287 performance-based restricted stock units, granted at no cash cost to him. Portions of these vesting awards triggered share withholdings of 6,948.668 and 4,256.689 shares to cover tax obligations, which were not open-market trades.

Positive

  • None.

Negative

  • None.
Insider Nelson Mark Wolfe
Role Chief Legal Officer & GC
Sold 16,514 shs ($3.64M)
Type Security Shares Price Value
Sale Common Stock 6,274 $219.69 $1.38M
Sale Common Stock 10,240 $220.80 $2.26M
Grant/Award Common Stock 19,576 $0.00 --
Tax Withholding Common Stock 6,948.668 $219.50 $1.53M
Grant/Award Common Stock 12,287 $0.00 --
Tax Withholding Common Stock 4,256.689 $219.50 $934K
Holdings After Transaction: Common Stock — 68,006.032 shares (Direct)
Footnotes (1)
  1. Represents restricted stock units granted under the issuer's 2023 Incentive Award Plan, (the "Plan"); one-third of the units vest on each of February 15, 2027, February 15, 2028 and February 15, 2029, subject to the terms of the Plan and related award agreement. Represents shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction. Represents performance-based restricted stock units earned under the issuer's 2015 Sprint Omnibus Incentive Plan, that vested on February 15, 2026 based on the Company's relative total shareholder return during the three-year period ending February 15, 2026. Represents shares withheld for payment of taxes on vesting of performance-based restricted stock units; not an open market transaction. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 24, 2025.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nelson Mark Wolfe
(Last) (First) (Middle)
C/O T-MOBILE US, INC.
12920 SE 38TH STREET
(Street)
BELLEVUE WA 98006
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer & GC
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/15/2026 A 19,576(1) A $0 83,438.389 D
Common Stock 02/15/2026 F 6,948.668(2) D $219.5 76,489.721 D
Common Stock 02/15/2026 A 12,287(3) A $0 88,776.721 D
Common Stock 02/15/2026 F 4,256.689(4) D $219.5 84,520.032 D
Common Stock 02/17/2026 S 10,240(5) D $220.8 74,280.032 D
Common Stock 02/18/2026 S 6,274(5) D $219.69 68,006.032 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents restricted stock units granted under the issuer's 2023 Incentive Award Plan, (the "Plan"); one-third of the units vest on each of February 15, 2027, February 15, 2028 and February 15, 2029, subject to the terms of the Plan and related award agreement.
2. Represents shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.
3. Represents performance-based restricted stock units earned under the issuer's 2015 Sprint Omnibus Incentive Plan, that vested on February 15, 2026 based on the Company's relative total shareholder return during the three-year period ending February 15, 2026.
4. Represents shares withheld for payment of taxes on vesting of performance-based restricted stock units; not an open market transaction.
5. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 24, 2025.
Remarks:
/s/ Frederick Williams, Attorney-in-Fact 02/18/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TMUS executive Mark Nelson Wolfe report?

Mark Nelson Wolfe reported open-market sales of 16,514 T-Mobile US shares and multiple stock-based award activities. These included new grants of restricted and performance-based units plus tax-related share withholdings following vesting, all affecting his directly held common stock position.

How many T-Mobile (TMUS) shares did Mark Nelson Wolfe sell?

Mark Nelson Wolfe sold a total of 16,514 T-Mobile US common shares. The sales occurred in two open-market transactions of 10,240 and 6,274 shares at prices around the low $220 range, executed pursuant to a pre-established Rule 10b5-1 trading plan.

What stock awards did TMUS grant to Mark Nelson Wolfe in this Form 4?

T-Mobile granted Mark Nelson Wolfe 19,576 restricted stock units and 12,287 performance-based restricted stock units. These awards were granted at no cash cost, with vesting tied to time-based schedules and performance, including relative total shareholder return over a specified three-year period.

Were any of Mark Nelson Wolfe’s TMUS transactions open-market trades?

Yes. The Form 4 shows two open-market sales of common stock, coded as “S” transactions. In contrast, share dispositions coded “F” were for tax withholding on vesting restricted stock units and performance-based units and were explicitly described as not open-market transactions.

Did Mark Nelson Wolfe use a Rule 10b5-1 plan for his TMUS share sales?

Yes. A footnote states that one set of reported transactions was effected under a Rule 10b5-1 trading plan adopted on February 24, 2025. Such plans allow executives to schedule trades in advance to help separate personal trading decisions from later market-sensitive information.

How many TMUS shares does Mark Nelson Wolfe hold after these transactions?

Following the latest reported sale, Mark Nelson Wolfe directly holds 68,006.032 T-Mobile US common shares. This figure reflects the cumulative effect of the February 2026 stock awards, related tax withholdings, and the open-market sales reported in the Form 4.