T-Mobile executive logs stock awards and tax withholding

T-Mobile US, Inc. Chief Business and Product Officer Michael J. Katz reported equity compensation changes involving company common stock.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

T-Mobile US, Inc. Chief Business and Product Officer Michael J. Katz reported equity compensation changes involving company common stock. He received two stock awards on February 15, 2026: a grant of 32,365 restricted stock units under the 2023 Incentive Award Plan and 9,076 performance-based restricted stock units earned under the 2013 Omnibus Incentive Plan.

The performance-based units vested based on T-Mobile’s relative total shareholder return over the three-year period ending February 15, 2026. On the same date, the company withheld 7,141.633 shares and 3,571.407 shares at $219.50 per share to cover tax obligations upon vesting. The filing notes these tax-withholding dispositions were not open market transactions, and Katz continues to hold the remaining shares directly.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Katz Michael J.

Role Chief Bus. and Prod. Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	32,365	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,141.633	$219.50	$1.57M
Grant/Award	Common Stock	9,076	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,571.407	$219.50	$784K

Holdings After Transaction: Common Stock — 186,930.481 shares (Direct)

Footnotes (4)

F1. 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.
F2. Represents shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.
F3. 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.
F4. Represents shares withheld for payment of taxes on vesting of performance-based restricted stock units; not an open market transaction

FAQ

What insider transactions did T-Mobile (TMUS) report for Michael J. Katz?

Michael J. Katz reported equity awards and related tax withholding. He received 32,365 restricted stock units and 9,076 performance-based units on February 15, 2026, with shares also withheld to cover taxes upon vesting, rather than sold in the open market.

Were Michael J. Katz’s T-Mobile (TMUS) Form 4 transactions open market trades?

No, they were not open market trades. The filing states shares were withheld to pay taxes on vesting of restricted and performance-based stock units, and explicitly notes these tax-withholding dispositions were not open market transactions involving buying or selling on an exchange.

What stock awards did Michael J. Katz receive from T-Mobile (TMUS) on February 15, 2026?

He received 32,365 restricted stock units under the 2023 Incentive Award Plan and 9,076 performance-based restricted stock units earned under the 2013 Omnibus Incentive Plan, with the performance units tied to T-Mobile’s relative total shareholder return over a three-year period.

How do Michael J. Katz’s new T-Mobile (TMUS) restricted stock units vest?

The 32,365 restricted stock units vest in three equal installments. One-third vests on each of February 15, 2027, February 15, 2028, and February 15, 2029, subject to the terms of T-Mobile’s 2023 Incentive Award Plan and the related award agreement.

Why did T-Mobile (TMUS) withhold shares from Michael J. Katz’s equity awards?

Shares were withheld to cover tax liabilities triggered by vesting. The filing explains that 7,141.633 shares and 3,571.407 shares were withheld at $219.50 per share for taxes on vested restricted and performance-based units, instead of Katz paying the taxes in cash.

What performance period determined Michael J. Katz’s T-Mobile (TMUS) performance-based units?

The performance-based restricted stock units were earned over a three-year period. They vested on February 15, 2026, based on T-Mobile’s relative total shareholder return during the three-year period ending February 15, 2026, as specified in the award terms.

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Accepted by SEC EDGAR 02/18/2026 - 05:31 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^*

Katz Michael J.

(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 Bus. and Prod. 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		32,365⁽¹⁾	A	$0	188,567.521	D
Common Stock	02/15/2026		F		7,141.633⁽²⁾	D	$219.5	181,425.888	D
Common Stock	02/15/2026		A		9,076⁽³⁾	A	$0	190,501.888	D
Common Stock	02/15/2026		F		3,571.407⁽⁴⁾	D	$219.5	186,930.481	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