Were Jon Freier’s T-Mobile (TMUS) share dispositions open market sales?

The reported share dispositions were not open market sales. They represent shares withheld at $219.50 per share to pay taxes on vesting of restricted and performance-based stock units, as explicitly described in the filing’s footnotes.

T-Mobile (TMUS) COO Jon Freier granted stock units, shares withheld for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

T-Mobile US, Inc. Chief Operating Officer Jon Freier reported equity compensation changes involving the company’s common stock. On February 15, 2026, he acquired 23,491 restricted stock units under the 2023 Incentive Award Plan, which vest in three equal installments on February 15, 2027, 2028 and 2029, subject to plan and award terms. He also acquired 8,067 performance-based restricted stock units earned under the 2013 Omnibus Incentive Plan, based on T-Mobile’s relative total shareholder return over the three-year period ending February 15, 2026. To cover tax liabilities on the vesting of these restricted and performance-based units, a total of 6,166.934 shares and 3,174.365 shares were disposed of at $219.50 per share through share withholding, which the filing states were not open market transactions. Following these transactions, Freier directly owned 221,859.453 shares of T-Mobile common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Freier Jon

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	23,491	$0.00	--
Tax Withholding	Common Stock	6,166.934	$219.50	$1.35M
Grant/Award	Common Stock	8,067	$0.00	--
Tax Withholding	Common Stock	3,174.365	$219.50	$697K

Holdings After Transaction: Common Stock — 223,133.752 shares (Direct)

Footnotes (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 2013 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.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 05:30 PM

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).

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^*

Freier Jon

(Last)

(First)

(Middle)

C/O T-MOBILE US, INC.

12920 SE 38TH STREET

(Street)

BELLEVUE

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 Operating Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2026		A		23,491⁽¹⁾	A	$0	223,133.752	D
Common Stock	02/15/2026		F		6,166.934⁽²⁾	D	$219.5	216,966.818	D
Common Stock	02/15/2026		A		8,067⁽³⁾	A	$0	225,033.818	D
Common Stock	02/15/2026		F		3,174.365⁽⁴⁾	D	$219.5	221,859.453	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 2013 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.

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 stock transactions did T-Mobile (TMUS) COO Jon Freier report?

Jon Freier reported equity awards and tax-related share withholdings. He received restricted and performance-based stock units, while shares were withheld to cover tax obligations on vesting, classified as non-open-market transactions under T-Mobile’s incentive plans.

How many T-Mobile (TMUS) restricted stock units were granted to Jon Freier?

Jon Freier was granted 23,491 restricted stock units under T-Mobile’s 2023 Incentive Award Plan. One-third of these units vest on each of February 15, 2027, February 15, 2028 and February 15, 2029, subject to the plan and related award agreement.

What performance-based awards did T-Mobile (TMUS) grant Jon Freier?

Freier earned 8,067 performance-based restricted stock units under T-Mobile’s 2013 Omnibus Incentive Plan. These vested on February 15, 2026, based on the company’s relative total shareholder return over the three-year period ending that same date.

At what price were T-Mobile (TMUS) shares withheld for Jon Freier’s taxes?

Shares were withheld at $219.50 per T-Mobile common share. These withholdings covered tax liabilities on the vesting of Freier’s restricted and performance-based stock units and are identified as non-open-market tax-withholding transactions in the disclosure.

How many T-Mobile (TMUS) shares does Jon Freier own after these transactions?

After the reported grants and tax-withholding dispositions, Jon Freier directly owned 221,859.453 shares of T-Mobile common stock. This figure reflects his direct holdings following the February 15, 2026 equity award and related tax transactions.