What changed in this filing

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Item 9A. Controls and Procedures

2025-01-31 compared with 2024-02-02 · 75 added, 48 removed, 462 unchanged (21% of the section changed)

8 unchanged sentences

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are currently preparing to implement a new global enterprise resource planning (“ERP”) system, which will replace many of our operating and financial systems.

The ERP system is designed to accurately maintain our financial records, support integrated billing, supply chain and other operational functionality, facilitate data analysis and accelerate information reporting to our management team related to the operation of the business.

The implementation is expected to occur in phases over the next several years.

As the phased implementation of the new ERP system continues, we could have changes to our processes and procedures which, in turn, could result in changes to our internal control over financial reporting.

As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

8 unchanged sentences

Other Information

On November 6, 2024 , 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 2,500 shares of the Company’s common stock between May 15, 2025, and December 31, 2025 , and up to 6,204 shares of the Company’s common stock to be acquired on February 15, 2025, upon the vesting of certain time-based restricted stock unit awards, between February 18, 2025, and December 31, 2025, subject to certain conditions.

The duration of this trading plan is 420 days.

On November 12, 2024 , Callie Field , President, Business Group , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell on February 18, 2025 , all of her T-Mobile US, Inc.

common stock to be acquired on February 15, 2025, upon the vesting of certain time-based restricted stock unit awards and performance-based restricted stock unit awards (“PRSUs”), up to a total of 43,582 shares assuming PRSUs will vest at maximum value, subject to certain conditions.

The duration of this trading plan is 99 days.

On November 14, 2024 , G.

2 unchanged sentences

The duration of this trading plan is 370 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 .

On November 25, 2024 , Ulf Ewaldsson , the Company’s President, Technology , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 19,407 shares of the Company’s common stock on February 21, 2025 , subject to certain conditions.

The duration of this trading plan is 89 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.

On November 26, 2024 , Peter Osvaldik , the Company’s Chief Financial Officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 25,000 shares of the Company’s common stock between February 27, 2025, and November 28, 2025 , subject to certain conditions.

The duration of this trading plan is 367 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 .

On December 13, 2024 , Raul Marcelo Claure , a member of the Company’s Board of Director s, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 620,400 shares of the Company’s common stock between April 12, 2025, and December 31, 2025 , subject to certain conditions.

The duration of this trading plan is 383 days.

5 unchanged sentences

If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at investor.t-mobile.com or in a Current Report on Form 8-K filed with the SEC.

We have adopted a Policy on Securities Trading that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.

A copy of our Policy on Securities Trading is filed as Exhibit 19.1 to this report.

The remaining information required by this item, including information about our Directors, Executive Officers and Audit Committee will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or will be included in an amendment to this Report.

12 unchanged sentences

Report of Independent Registered Public Accounting Firm ( PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

51 unchanged sentences

4.12 Forty-First Supplemental Indenture, dated as of April 1, 2020, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

10-Q/A 8/10/2020 4.12

10-Q 8/6/2020 4.12

4.13 Forty-Third Supplemental Indenture, dated as of January 14, 2021, 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 2.250% Senior Note due 2026.

12 unchanged sentences

10-Q 8/3/2021 4.3

4.20 Fiftieth Supplemental Indenture, dated as of May 21, 2024, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

10-Q 7/31/2024 4.4

4.21 Indenture, dated as of April 9, 2020 by and among T-Mobile USA, Inc., T-Mobile US, Inc.

49 unchanged sentences

8-K 12/6/2021 4.5

4.44 Twenty-Fourth Supplemental Indenture, dated as of May 21, 2024, by and among T Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

10-Q 7/31/2024 4.5

4.45 Indenture, dated as of September 15, 2022 by and among T-Mobile USA, Inc., T-Mobile US, Inc.

5 unchanged sentences

8-K 9/15/2022 4.3

4.46 Third 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 5.800% Senior Note due 2062.

8-K 9/15/2022 4.4

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.48 Third 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 5.800% Senior Note due 2062.

8-K 9/15/2022 4.4

4.49 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.

14 unchanged sentences

8-K 9/14/2023 4.3

4.57 Twelfth Supplemental Indenture, dated as of January 12, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.850% Senior Note due 2029.

8-K 1/12/2024 4.2

4.58 Thirteenth Supplemental Indenture, dated as of January 12, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.150% Senior Note due 2034.

8-K 1/12/2024 4.3

4.59 Fourteenth Supplemental Indenture, dated as of January 12, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.500% Senior Note due 2055.

8-K 1/12/2024 4.4

4.60 Fifteenth Supplemental Indenture, dated as of May 8, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.550 % Senior Note due 2029.

8-K 5/8/2024 4.2

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.61 Sixteenth Supplemental Indenture, dated as of May 8, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.700% Senior Note due 2032.

8-K 5/8/2024 4.3

4.62 Seventeenth Supplemental Indenture, dated as of May 8, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.850 % Senior Note due 2036.

8-K 5/8/2024 4.4

4.63 Eighteenth Supplemental Indenture, dated as of May 21, 2024, by and among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.

10-Q 7/31/2024 4.6

4.64 Nineteenth Supplemental Indenture, dated as of September 26, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.200% Senior Note due 2029.

8-K 9/26/2024 4.2

4.65 Twentieth Supplemental Indenture, dated as of September 26, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.700% Senior Note due 2035.

8-K 9/26/2024 4.3

4.66 Twenty-First Supplemental Indenture, dated as of September 26, 2024, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.250% Senior Note due 2055.

8-K 9/26/2024 4.4

4.67 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

4.71 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.

8 unchanged sentences

8-K 3/20/2023 4.1

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.74 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

4.63 Third Supplemental Indenture, dated as of December 12, 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) 12/12/2013 4.1

4.64 Fourth Supplemental Indenture, dated as of February 24, 2015, by and among Sprint Corporation, Sprint Communications, Inc.

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

(SEC File No.

001-04721) 2/24/2015 4.1

4.75 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.

15 unchanged sentences

001-04721) 3/12/2018 4.1

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

4.81 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.

15 unchanged sentences

10-Q 8/8/2013 10.2

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.3 Settlement and Amendment No.

12 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.

6 unchanged sentences

10-K 2/7/2019 10.11

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.12 Management Agreement, dated as of November 30, 2012, by and among Suncom Wireless Operating Company, L.L.C., 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 Property Company, L.L.C., T-Mobile USA Tower LLC, T-Mobile West Tower LLC, CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC.

22 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-K 2/2/2024 10.21

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.

9 unchanged sentences

001-04721) 3/12/2018 10.1

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.26 Second Amendment to Intra-Company Spectrum Lease Agreement, dated as of June 6, 2018, among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC, Sprint Corporation and the subsidiary guarantors.

5 unchanged sentences

10-Q 8/3/2021 10.3

10.29 Guarantee Assumption Agreement, dated as of May 21, 2024, by and among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC and certain subsidiary guarantors.

10-Q 7/31/2024 10.3

10.30 Master Framework Agreement, dated as of June 22, 2020, by and among SoftBank Group Corp., SoftBank Group Capital Ltd, Delaware Project 4 L.L.C., Delaware Project 6 L.L.C., Claure Mobile LLC, Deutsche Telekom AG, T-Mobile US, Inc.

5 unchanged sentences

10-Q 4/27/2023 10.3

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.33 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.

8 unchanged sentences

10-Q 4/27/2023 10.6

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

10.38* 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

10.39 First Amendment to License Purchase Agreement and Long-term Spectrum Manager Lease Agreement, dated as of January 10, 2025, by and among T-Mobile USA, Inc., T-Mobile License LLC, T-Mobile US, Inc., Comcast OTR1, LLC, and Comcast Corporation.

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

3 unchanged sentences

10-K 2/8/2018 10.76

10.40** T-Mobile US, Inc.

Non-Qualified Deferred Executive Compensation Plan (As Amended and Restated Effective as of January 1, 2014).

10-K 2/25/2014 10.39

10.41** First Amendment to T-Mobile US, Inc.

Non-Qualified Deferred Executive Compensation Plan .

10-K 2/7/2019 10.75

10.42** Second Amendment to T-Mobile US, Inc.

10.42** Amended and Restated T-Mobile US, Inc.

Non-Qualified Deferred Executive Compensation Plan.

10-K 2/23/2021 10.70

10-Q 7/31/2024 10.2

10.43** T-Mobile US, Inc.

15 unchanged sentences

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.

4 unchanged sentences

Schedule 14A 4/28/2023 Annex A

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

(SEC File No.

001-04721) 8/8/2014 10.12

10.51** Form of Sprint Corporation Award Agreement (awarding stock options) under the Sprint Corporation 2015 Amended and Restated Omnibus Incentive Plan.

11 unchanged sentences

10-Q 5/6/2020 10.8

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

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

16 unchanged sentences

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).

10-Q/A 8/10/2020 10.30

10.62** 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, June 4, 2020 and June 13, 2024).

10-Q 7/31/2024 10.1

10.63** Employment Agreement, effective October 11, 2021, between T-Mobile US, Inc.

1 unchanged sentence

10-Q 5/6/2022 10.1

10.64A** Compensation Term Sheet, dated as of September 12, 2024, by and between T-Mobile US, Inc.

and Peter Osvaldik.

10-Q 10/23/2024 10.1

19.1 T-Mobile US, Inc.

Policy on Securities Trading

19.2 Frequently Asked Questions Rule 10b5-1 Trading Plans

21.1 Subsidiaries of Registrant.

1 unchanged sentence

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.

24.1 Power of Attorney, pursuant to which amendments to this Form 10-K may be filed (included on the signature page contained in Part IV of the Form 10-K).

5 unchanged sentences

Amended and Restated Executive Incentive Compensation Recoupment Policy.

10-K 2/2/2024 97.1

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.

3 unchanged sentences

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

Incorporated by Reference

Exhibit Description Form Date of Filing Exhibit Number Included Herewith

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

7 unchanged sentences

T-MOBILE US, INC.

February 2, 2024 /s/ G.

January 31, 2025 /s/ G.

Michael Sievert

3 unchanged sentences

Michael Sievert and Peter Osvaldik, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this Report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 2, 2024.

Signature Title

31 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