What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-02 compared with 2023-02-14 · 92 added, 59 removed, 418 unchanged (27% of the section changed)

18 unchanged sentences

Other Information

On November 16, 2023 , G.

Michael Sievert , President and Chief Executive Officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 160,000 shares of T-Mobile US, Inc.

common stock between February 27, 2024, and November 12, 2024, subject to certain conditions .

The duration of this trading plan is 362 days.

On November 21, 2023 , Peter Osvaldik , Executive Vice President and Chief Financial Officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 20,000 shares of T-Mobile US, Inc.

common stock between February 20, 2024, and November 15, 2024, subject to certain conditions .

The duration of this trading plan is 360 days.

On November 16, 2023 , Callie Field , President, Business Group , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell all of her T-Mobile US, Inc.

common stock to be acquired on March 4, 2024, upon the vesting of certain time-based restricted stock unit awards and performance-based restricted stock unit awards (“PRSUs”), up to a total of 26,407 shares assuming PRSUs will vest at maximum value, subject to certain conditions.

The duration of this trading plan is 134 days.

On November 9, 2023 , Michael Katz , President, Marketing, Strategy and Products , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 23,748 shares of T-Mobile US, Inc.

common stock between February 15, 2024, and December 31, 2024, subject to certain conditions .

The duration of this trading plan is 418 days.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

OTHER INFORMATION

Directors, Executive Officers and Corporate Governance

39 unchanged sentences

8-K 2/20/2020 2.1

2.4 Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation .

8-K 7/26/2019 2.1

2.5 First Amendment, dated as of June 17, 2020, to the Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation.

8-K 6/17/2020 2.1

2.6 Asset Purchase Agreement, dated as of May 28, 2021, by and between T-Mobile USA, Inc.

and Shenandoah Telecommunications Company.

8-K 6/1/2021 2.1

2.7 Amendment No.

1 to Asset Purchase Agreement, dated as of July 1, 2021, by and between T-Mobile USA, Inc.

and Shenandoah Telecommunications Company.

10-Q 8/3/2021 2.2

2.4* Membership Interest Purchase Agreement, dated as of September 6, 2022, by and among Sprint LLC, Sprint Communications LLC, and Cogent Infrastructure, Inc.

14 unchanged sentences

8-K 3/16/2017 4.3

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.6 Thirty-Third Supplemental Indenture, dated as of January 25, 2018, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.750% Senior Note due 2028.

4 unchanged sentences

8-K 5/4/2018 4.2

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.9 Thirty-Seventh Supplemental Indenture, dated as of May 20, 2018, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas.

18 unchanged sentences

8-K 3/23/2021 4.4

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.19 Forty-Ninth Supplemental Indenture, dated as of March 30, 2021, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

5 unchanged sentences

8-K 4/13/2020 4.2

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.22 Second Supplemental Indenture, dated as of April 9, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.750% Senior Secured Note due 2027.

18 unchanged sentences

8-K 10/6/2020 4.6

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.32 Thirteenth Supplemental Indenture, dated as of October 6, 2020, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.300% Senior Secured Note due 2051.

2 unchanged sentences

8-K 10/28/2020 4.4

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.34 Fifteenth Supplemental Indenture, dated as of October 28, 2020, by and among T Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.

21 unchanged sentences

8-K 9/15/2022 4.2

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.45 Second Supplemental Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.650% Senior Note due 2053.

2 unchanged sentences

8-K 9/15/2022 4.4

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.47 Fourth Supplemental Indenture, dated as of February 9, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.950% Senior Note due 2028.

8-K 2/9/2023 4.3

4.48 Fifth Supplemental Indenture, dated as of February 9, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.050% Senior Note due 2033.

8-K 2/9/2023 4.4

4.49 Sixth Supplemental Indenture, dated as of February 9, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.

8-K 2/9/2023 4.5

4.50 Seventh Supplemental Indenture, dated as of May 11, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.800% Senior Note due 2028.

8-K 5/11/2023 4.3

4.51 Eighth Supplemental Indenture, dated as of May 11, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee

8-K 5/11/2023 4.4

4.52 Ninth Supplemental Indenture, dated as of May 11, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.750% Senior Note due 2054.

8-K 5/11/2023 4.5

4.53 Tenth Supplemental Indenture, dated as of September 14, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.750% Senior Note due 2034.

8-K 9/14/2023 4.2

4.54 Eleventh Supplemental Indenture, dated as of September 14, 2023, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.000% Senior Note due 2054.

8-K 9/14/2023 4.3

4.55 Indenture, dated as of October 1, 1998, by and among Sprint Capital Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.

15 unchanged sentences

001-04721) 9/11/2013 4.5

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.59 Fourth Supplemental Indenture, dated as of May 18, 2018, by and among Sprint Capital Corporation, Sprint Communications, Inc., and The Bank of New York Mellon Trust Company, N.A.

6 unchanged sentences

10-Q/A 8/10/2020 4.19

4.61 Sixth Supplemental Indenture, dated as of March 17, 2023, by and among Sprint Capital Corporation, Sprint Communications LLC and The Bank of New York Mellon Trust Company, N.A.

8-K 3/20/2023 4.1

4.62 Indenture, dated as of September 11, 2013, by and between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.

1 unchanged sentence

001-04721) 9/11/2013 4.1

4.54 Second Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc.

and The Bank of New York Mellon Trust Company, N.A.

(SEC File No.

001-04721) 9/11/2013 4.3

4.63 Third Supplemental Indenture, dated as of December 12, 2013, by and among Sprint Corporation, Sprint Communications, Inc.

6 unchanged sentences

001-04721) 2/24/2015 4.1

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.65 Fifth Supplemental Indenture, dated as of February 22, 2018, by and among Sprint Corporation, Sprint Communications, Inc., and The Bank of New York Mellon Trust Company, N.A.

7 unchanged sentences

10-Q/A 8/10/2020 4.36

4.68 Ninth Supplemental Indenture, dated as of March 17, 2023, by and between Sprint LLC and The Bank of New York Mellon Trust Company, N.A.

8-K 3/20/2023 4.2

4.69 Indenture, dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as Trustee and Securities Intermediary.

4 unchanged sentences

001-04721) 3/12/2018 4.1

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.71 Second Supplemental Indenture, dated as of June 6, 2018, to the Indenture, dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas as trustee.

9 unchanged sentences

13D 4/2/2020 6

4.66 Proxy, Lock-Up and ROFR Agreement, dated as of June 22, 2020, among Deutsche Telekom AG, Claure Mobile LLC and Raul Marcelo Claure.

13D/A 6/24/2020 49

4.75 Description of Securities.

10-K 2/11/2022 4.75

10.1 Master Agreement, dated as of September 28, 2012, among T-Mobile USA, Inc., Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries.

6 unchanged sentences

10-K 2/7/2019 10.3

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.4 Master Prepaid Lease, dated as of November 30, 2012, by and among T-Mobile USA Tower LLC, T-Mobile West Tower LLC, T-Mobile USA, Inc.

9 unchanged sentences

10-K 2/7/2019 10.7

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.8 Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC.

8 unchanged sentences

10-Q 8/8/2013 10.8

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.13 Second Amended and Restated Stockholders’ Agreement, dated as of June 22, 2020, by and among T-Mobile US, Inc., Deutsche Telekom AG and SoftBank Group Corp.

20 unchanged sentences

10-Q 11/5/2020 10.2

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.21* Amendment, dated as of October 15, 2023, to the License Purchase Agreement, dated as of July 1, 2020, by and between T-Mobile USA, Inc.

and DISH Network Corporation, as approved by the Court on October 23, 2023.

10.22 Amended and Restated Credit Agreement, dated October 17, 2022, by and among T-Mobile USA, Inc., the lenders, swingline lenders and L/C issuers party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

10-K 2/14/2023 10.21

10.23 Guarantee and Collateral Agreement, dated October 27, 2016, among Deutsche Bank Trust Company Americas, Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC.

12 unchanged sentences

10-Q/A 8/10/2020 10.13

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.28 Guarantee Assumption Agreement, dated as of March 30, 2021, by and among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC and certain subsidiary guarantors.

5 unchanged sentences

10-Q 7/29/2022 10.1

10.30* License Purchase Agreement, dated as of August 8, 2022, by and among T-Mobile USA, Inc., T-Mobile License LLC and Channel 51 License Co LLC.

10.31* Amended and Restated License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and Channel 51 License Co LLC.

10-Q 4/27/2023 10.3

10.31* License Purchase Agreement, dated as of August 8, 2022, by and among T-Mobile USA, Inc., T-Mobile License LLC and LB License Co, LLC.

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.32 Amendment No.1, dated as of August 25, 2023, to the Amended and Restated License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and Channel 51 License Co LLC and to the License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and Channel 51 License Co LLC.

10-Q 10/25/2023 10.1

10.32** Employment Agreement, effective November 15, 2019, between T-Mobile US, Inc.

and Michael Sievert.

10-K 2/9/2020 10.61

10.33** Amendment No.

1, dated as of March 26, 2020, to the Amended and Restated Employment Agreement, dated as of November 15, 2019, by and between T-Mobile US, Inc.

Michael Sievert.

10.33* Amended and Restated License Purchase Agreement, dated as of March 30, 20 2 3, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and LB License Co, LLC.

10-Q 4/27/2023 10.4

10.34** Compensation Term Sheet between Neville Ray and T-Mobile US, Inc., effective as of November 15, 2019.

10-K 2/6/2020 10.65

10.35** PRSU Agreement, dated as of April 1, 2020, by and between T-Mobile US, Inc.

and Neville R.

10.34 Amendment No.1, dated as of August 25, 2023, to the Amended and Restated License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and LB License Co, LLC and to the License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and LB License Co, LLC.

10-Q 10/25/2023 10.2

10.36** Form of Severance Letter Agreement.

10.35* License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and Channel 51 License Co LLC.

10-Q 4/27/2023 10.5

10.36* License Purchase Agreement, dated as of March 30, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, Nextel West Corp., and LB License Co, LLC.

10-Q 4/27/2023 10.6

10.37* License Purchase Agreement, dated as of September 12, 2023, by and among T-Mobile USA, Inc., T-Mobile License LLC, T-Mobile US, Inc., Comcast OTR1, LLC, and Comcast Corporation.

10-Q 10/25/2023 10.4

10.38** Amended and Restated Employment Agreement, dated as of March 9, 2023, by and between the Company and G.

Michael Sievert.

10-Q 4/27/2023 10.2

10.39* Form of Indemnification and Advancement Agreement.

18 unchanged sentences

Schedule 14A 4/26/2018 Annex A

10.44** T-Mobile USA, Inc.

2011 Long-Term Incentive Plan.

10-Q 8/8/2013 10.21

10.46** Annual Incentive Award Notice under the 2013 Omnibus Incentive Plan.

1 unchanged sentence

10.47** T-Mobile US, Inc.

2014 Employee Stock Purchase Plan.

S-8 2/19/2015 99.1

Amended and Restated 2014 Employee Stock Purchase Plan .

Schedule 14A 4/28/2023 Annex B

10.48** Sprint Corporation 2007 Omnibus Incentive Plan.

1 unchanged sentence

001-04721) 9/20/2013 10.2

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.49** Sprint Corporation Amended and Restated 2015 Omnibus Incentive Plan.

1 unchanged sentence

001-04721) 2/6/2017 10.1

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.50** T-Mobile US, Inc.

2023 Incentive Award Plan .

Schedule 14A 4/28/2023 Annex A

10.51** Form of Sprint Corporation Evidence of Award 2014 Long-term Incentive Plan Stock Options.

17 unchanged sentences

8-K 6/4/2013 10.2

10.58** Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the T-Mobile US, Inc.

2023 Incentive Award Plan.

10-Q 7/27/2023 10.4

10.59** Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (Cash Settled) for Executive Officers under the T-Mobile US, Inc.

1 unchanged sentence

10-Q 5/4/2021 10.3

10.60** Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Executive Officers under the T-Mobile US, Inc.

2023 Incentive Award Plan .

10-Q 7/27/2023 10.1

10.61** Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (Stock Settled) for Executive Officers under the T-Mobile US, Inc.

2023 Incentive Award Plan .

10-Q 7/27/2023 10.2

10.62** Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (Cash-Settled) for Executive Officers under the T-Mobile US, Inc.

2023 Incentive Award Plan .

10-Q 7/27/2023 10.3

10.63** Amended Director Compensation Program effective as of May 1, 2013 (amended June 4, 2014 and further amended on June 1, 2015, June 16, 2016, June 13, 2017, June 13, 2019 and June 4, 2020).

6 unchanged sentences

23.1 Consent of Deloitte & Touche LLP.

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

23.2 Consent of PricewaterhouseCoopers LLP.

4 unchanged sentences

32.2*** Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

97.1 T-Mobile US, Inc.

Amended and Restated Executive Incentive Compensation Recoupment Policy.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

1 unchanged sentence

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

25 unchanged sentences

Timotheus Höttges

/s/ André Almeida Director

André Almeida

/s/ Marcelo Claure Director

4 unchanged sentences

Srinivasan Gopalan

/s/ Bavan Holloway Director

Bavan Holloway

/s/ Christian P.

Illek Director

Kavanaugh Director

/s/ Raphael Kübler Director

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures