TMUS DEF 14A Report ended April 18, 2025

2025 Notice Of Annual Meeting of Stockholders & Proxy Statement

a year of unstoppable growth and innovation Dear Stockholders, T-Mobile had an incredible 2024. Once again, we led the industry in growth — adding 6.1 million postpaid net customers and achieving our lowest-ever full-year postpaid phone churn. More people chose T-Mobile broadband than any other provider, with over 6.4 million customers using our High Speed Internet by year-end. We also laid the groundwork to expand our fiber footprint, announcing joint ventures to acquire some of the fastest-growing fiber providers in the country. This strong business performance translated into our highest-ever adjusted free cash flow, giving us the flexibility to simultaneously invest in the future and return meaningful value to stockholders. We delivered all-time highs because we’ve never settled for good enough. Relentlessly challenging the status quo is what the Un-carrier is all about. We have always led differently — and always will. This is what sets us apart from the others. We have a clear long-term plan defined not just by what we deliver, but by how we do it: with speed, discipline and an unwavering focus on customers. Now, leaning into our position of strength, we’re continuing to rewrite the rules. We’re a company on the move in this Challenger to Champion chapter, using our scale, capabilities and technologies — some that didn’t even exist a few years ago — to accelerate our business and serve customers in transformative ways. This new era is an opportunity to go bigger and further reimagine customer love in a digital-first world through data, AI and tools that enable us to offer smarter, more personalized experiences. By shifting from solving problems to preventing them, we’re deepening relationships with customers — and earning their business for life. At the center of it all is America’s largest and fastest 5G network, now covering more than 2 million square miles — nearly one and a half times more than either of our top competitors. In 2024, we extended our network leadership by every objective measure and put it to work in powerful ways. As the first U.S. provider to commercially launch a 5G standalone (SA) core, we introduced T-Priority. It’s the nation’s first dedicated 5G network slice designed specifically for first responders, ensuring they get lower latency and faster 5G speeds more consistently. We also created entirely new capabilities, including satellite-to-cellular connectivity — the first and only space-based mobile network in the U.S. that automatically connects to your phone — and business models that go beyond traditional wireless. These efforts reflect the innovation, curiosity and willingness to embrace change that put the Un-carrier in a category of its own. The impact we’re making extends to the communities we serve. With Project 10Million, we’re using our network, resources and scale for good to help bridge the digital divide with connectivity for underserved students. From our start in 2020 through 2024, we have connected over 6.3 million students and invested nearly $7.4 billion in devices and services — and this work continues. T-Mobile’s success wouldn’t be possible without this team’s passion and “We Won’t Stop” value in action — a team that busts down barriers, never settles and makes change rather than waiting around for it. Looking ahead, this is our time once again to turn ambition into action and to turn bold ideas into real outcomes for customers, employees and stockholders alike. Our story is just getting started, and 2025 is set to be a pivotal year for T-Mobile. Thank you for being part of this incredible journey with us! Sincerely, MIKE SIEVERT President and Chief Executive Officer April 18, 2025

Notice of Annual Meeting of Stockholders

		DATE: June 6, 2025				TIME: 8:00 a.m. PDT				LOCATION: Online only at www.virtualshareholdermeeting.com/TMUS2025

AGENDA:

Record Date: You can vote your shares if you were a stockholder of record at the close of business on April 7, 2025.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, please vote as soon as possible by internet, by telephone or by signing and returning your proxy card if you received a paper copy of the proxy card by mail.

The Annual Meeting will be held solely by means of remote communication, in a virtual only format. You can virtually attend the Annual Meeting at the meeting time by visiting www.virtualshareholdermeeting.com/TMUS2025 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 8:00 a.m. PDT. Online check-in will begin at 7:45 a.m. PDT, and you should allow ample time for the online check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the phone numbers displayed on the meeting website on the meeting date. Once admitted to the Annual Meeting, you may submit questions, vote or view our list of stockholders by following the instructions that will be available on the meeting website.

We encourage you to vote as promptly as possible, even if you plan to attend the virtual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2025

The Proxy Statement and Annual Report to Stockholders are available at

https://t-mobile.com/Proxy2025 and https://www.proxyvote.com.

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements, including, but not limited to, our efforts to reduce our greenhouse gas emissions, as well as changes in laws or regulations affecting us, such as changes in cybersecurity, data privacy, environmental, safety and health laws, and other risks as disclosed in our most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission (the “SEC”), include, among others, the following: competition, industry consolidation and changes in the market for wireless communications services and other forms of connectivity; criminal cyberattacks, disruption, data loss or other security breaches; our inability to timely adopt and effectively deploy network technology developments; our inability to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies; our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture; system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems; the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use; the timing and effects of any pending and future acquisition, divestiture, investment, joint venture or merger involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions; adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in inflation or interest rates, supply chain disruptions and impacts of geopolitical instability, such as the Ukraine-Russia and Israel-Hamas wars and further escalations thereof; our inability to successfully deliver new products and services; any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business; sociopolitical volatility and polarization and risks related to environmental, social and governance matters; our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms; changes in the credit market conditions, credit rating downgrades or an inability to access debt markets; our inability to maintain effective internal control over financial reporting; any changes in regulations or in the regulatory framework under which we operate; laws and regulations relating to the handling of privacy, data protection and artificial intelligence; unfavorable outcomes of and increased costs from existing or future regulatory or legal proceedings; difficulties in protecting our intellectual property rights or if we infringe on the intellectual property rights of others; our offering of regulated financial services products and exposure to a wide variety of state and federal regulations; new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations; our wireless licenses, including those controlled through leasing agreements, are subject to renewal and may be revoked; our exclusive forum provision as provided in our Certificate of Incorporation; interests of Deutsche Telekom AG (“DT”), our controlling stockholder, which may differ from the interests of other stockholders; our current and future stockholder return programs may not be fully utilized, and our share repurchases and dividend payments pursuant thereto may fail to have the desired impact on stockholder value; future sales of our common stock by DT and SoftBank Group Corp. (“SoftBank”) and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the Federal Communications Commission (“FCC”); and other risks as disclosed in our most recent annual report on Form 10-K, and subsequent Forms 10-Q and other filings with the SEC. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. T-Mobile does not undertake, and expressly disclaims any duty, to update any statements contained herein, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law. In addition, some of the statements contained in this Proxy Statement may rely on third-party information and projections that management believes to be reputable; however, T-Mobile does not independently verify or audit this information, and any inaccuracies or deviations in such information and projections may materially impact our ability to execute on our strategy, achieve our goals, or otherwise adversely impact our business.

This Proxy Statement contains corporate responsibility-related statements based on hypothetical scenarios and assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. For example, our disclosures based on existing standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors which may be beyond our control. Forward-looking and other statements in this document may also address our corporate responsibility and sustainability progress, plans, and goals. Our inclusion of such information herein or in other documents is not necessarily “material” under the federal securities laws for SEC reporting purposes, even if we use the word “material” or “materiality” in relation to those statements, but is informed by various standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. These standards continue to evolve, often quickly, including for matters outside of our control; our disclosures are inherently dependent on the methodology and data used, and there can be no guarantee that such disclosures will necessarily reflect or be consistent with the preferred practices or interpretations of particular stakeholders, either currently or in future. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Table of Contents

THIS SUMMARY HIGHLIGHTS INFORMATION YOU WILL FIND IN THIS PROXY STATEMENT. AS IT IS ONLY A SUMMARY, PLEASE REVIEW THE COMPLETE PROXY STATEMENT BEFORE YOU VOTE.

Annual Meeting Agenda and Vote Recommendations:

Matter				Board Vote Recommendation		Page Reference (for more details)
Proposal 1		Election of Directors		FOR		27
Proposal 2		Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2025		FOR		40

In this Proxy Statement, “we,” “our,” “us,” “T-Mobile” and the “Company” refer to T-Mobile US, Inc. as a standalone company prior to April 1, 2020, the date we completed the Sprint Combination (as defined below), and after April 1, 2020, refer to the combined company as a result of the Sprint Combination. “Annual Meeting” refers to the 2025 Annual Meeting of Stockholders. We first made this Proxy Statement and form of proxy card available to stockholders on or about April 18, 2025.

Proxy Statement Summary

Good Corporate Governance Practices

Governance is real at T-Mobile. We became a publicly traded company in 2013 with a significant stockholder, Deutsche Telekom, following a business combination with MetroPCS Communications, Inc. (the “Metro Combination”). On April 1, 2020, we completed the merger with Sprint in an all-stock transaction (the “Sprint Combination” or the “Merger”). In connection with the Sprint Combination, on April 1, 2020, Deutsche Telekom and SoftBank entered into a Proxy, Lock-up and ROFR Agreement (the “Proxy Agreement”).

As a result of the Proxy Agreement, as of March 31, 2025, Deutsche Telekom has voting control over approximately 58.9% of the outstanding T-Mobile common stock, including the approximately 7.5% of shares of the outstanding T-Mobile common stock held by SoftBank.

Deutsche Telekom has the right to designate 10 of our directors. As a result, we have stockholder representation on our Board of Directors (the “Board”). The Nominating and Corporate Governance Committee has the right to designate three of our directors, all of whom are independent based on the applicable NASDAQ Stock Market LLC (“NASDAQ”) and SEC rules. Directors approach each Board decision with a mindset that is intellectually independent from management. In addition, our Board has structured our corporate governance program to promote the long-term interest of stockholders, strengthen the Board’s and management’s accountability and help build public trust in the Company.

Proxy Statement Summary

Our differentiated growth strategy drove industry-best postpaid net account additions of 1.1 million, ¹ postpaid net customer additions of 6.1 million, and High Speed Internet net customer additions of 1.7 million in 2024. We ended 2024 with a record high total customers of 129.5 million.

Our customer growth translated into industry-leading financial performance in 2024, enabling us to return $14.4 billion to stockholders through a combination of share repurchases and dividends. In 2024, our Total service revenues were $66.2 billion, Postpaid service revenues were $52.3 billion, Net income was $11.3 billion, Core Adjusted EBITDA was $31.8 billion, Net cash provided by operating activities was $22.3 billion, and Adjusted Free Cash Flow was $17.0 billion.

For the third year in a row, T-Mobile won all five overall network experience categories from Opensignal, ² along with 5G performance categories and consistent quality experience, and was unbeaten for reliability experience.

Our stock price has increased by 159.3% from April 1, 2020 (the closing date of the Sprint Combination) to December 31, 2024.

Core Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. Each of the non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations to the most directly comparable GAAP financial measures are provided in Appendix A to this Proxy Statement.

Proxy Statement Summary

Executive Compensation Highlights – Paying for Performance

Our executive compensation program is aligned with our business strategy and is designed to attract and retain top talent, reward short-term and long-term business results and exceptional individual performance, and, most importantly, maximize stockholder value.

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

WHAT WE DO

Emphasis on pay for performance

Independent compensation consultant

Executive and director stock ownership guidelines

Clawback policy covering incentive payments

Use of multiple performance measures and caps on potential incentive payments

Substantial majority of target total compensation is variable

Use of executive compensation statements (“tally sheets”)

Annual risk assessment of compensation programs

WHAT WE DON’T DO

No excise tax gross ups

No guaranteed bonuses

No plans that encourage excessive risk taking

No single-trigger payments or vesting of equity awards upon a change in control

No significant perquisites

No dividends paid on unearned or unvested equity awards

No hedging, short sales, or pledging of stock

Corporate Governance

About the Board of Directors

GOVERNANCE FRAMEWORK AND CODE OF BUSINESS CONDUCT

Our Board has adopted Corporate Governance Guidelines that, together with our certificate of incorporation, our bylaws and the Second Amended and Restated Stockholders’ Agreement we entered into with Deutsche Telekom and SoftBank on June 22, 2020 (the “Stockholders’ Agreement”), provide a framework for the effective governance of the Company.

The Board also adopted our Code of Business Conduct, which establishes the standards of ethical conduct applicable to our directors, officers and employees. In addition, we have a Code of Ethics for Senior Financial Officers. In the event of a waiver by the Board of any provisions of the Code of Business Conduct or Code of Ethics for Senior Financial Officers applicable to directors or executive officers or any amendment thereto, we will promptly disclose the Board’s actions on our website.

OUR BOARD

Our Board currently consists of 13 directors. We are required to have a “National Security Director” pursuant to our national security commitments entered into in connection with the Sprint Combination. Letitia A. Long currently serves in such capacity. Pursuant to our certificate of incorporation and the Stockholders’ Agreement, Deutsche Telekom has certain rights to designate director nominees and to have such designees serve on the committees of the Board. See “Transactions with Related Persons and Approval—Transactions with Deutsche Telekom and SoftBank—Stockholders’ Agreement” for more information.

WE ARE A CONTROLLED COMPANY WITH CERTAIN EXEMPTIONS

Deutsche Telekom has voting control, as of March 31, 2025, over approximately 58.9% of the outstanding shares of our common stock (including the approximately 7.5% of the outstanding shares of common stock held by SoftBank over which Deutsche Telekom exercises voting control pursuant to the Proxy Agreement), and we are deemed a “controlled company” under the NASDAQ rules. These rules exempt “controlled companies,” like us, from certain corporate governance requirements, including: (i) that a majority of our Board be independent, (ii) that our Nominating and Corporate Governance Committee be composed entirely of independent directors, and (iii) that our Compensation Committee be composed entirely of independent directors.

DIRECTOR INDEPENDENCE

On an annual basis, our Board evaluates the independence of each director, including nominees for election to the Board, in accordance with NASDAQ rules and our Corporate Governance Guidelines. For certain types of relationships, NASDAQ rules require us to consider a director’s relationship with the Company, and also with any parent or subsidiary in a consolidated group with the Company, which includes Deutsche Telekom and its affiliates. Each of the following directors or director nominees is an “independent director” under NASDAQ rules and our Corporate Governance Guidelines:

BOARD LEADERSHIP

OUR CHAIRMAN AND OUR CHIEF EXECUTIVE OFFICER ROLES ARE SEPARATED

We believe that separating the roles of Chief Executive Officer and Chairman of the Board is appropriate for the Company and in the best interests of the Company and its stockholders at this time. Timotheus Höttges, Deutsche Telekom’s Chief Executive Officer, is the Chairman of the Board. Key responsibilities of our Chairman include:

Corporate Governance

Absent any changes to the Stockholders’ Agreement, which will require Deutsche Telekom’s approval, the Company does not foresee a possibility that the Chairman of the Board and CEO roles will be filled by a single individual. The separation of the offices allows Mr. Höttges to focus on management of Board matters and allows our Chief Executive Officer to focus on managing our business. Additionally, we believe the separation of the roles ensures the objectivity of the Board in its management oversight role, specifically with respect to reviewing and assessing our Chief Executive Officer’s performance. The Board believes that the current leadership structure chosen by the Board is conducive to the Board’s role in risk oversight. The Company would engage with stockholders prior to the Board making a decision to combine the Chairman and Chief Executive Officer roles, and would promptly publicly disclose such a decision by the Board.

WE HAVE A LEAD INDEPENDENT DIRECTOR

Our Board has also chosen to appoint a lead independent director. The lead independent director has significant authority, provides leadership for our independent directors, and strengthens the Board’s oversight of the Company’s business. Teresa A. Taylor is our current lead independent director. She also serves as the Chair of the Nominating and Corporate Governance Committee. Key responsibilities of our lead independent director include:

BOARD MEETINGS AND DIRECTOR ATTENDANCE

Our Board meets regularly throughout the year. Committees typically meet prior to the Board meeting, and, depending on the schedule of the Board meeting, the Audit Committee holds additional meetings in connection with quarterly earnings releases. Directors are expected to attend all meetings of the Board and each committee on which they serve, as well as the Annual Meeting. At each regularly scheduled Board meeting (or more frequently if necessary), time is set aside for executive sessions where outside (non-management) directors meet without management present. In addition, our Corporate Governance Guidelines require the independent directors to meet at least twice each year in executive sessions, with the lead independent director presiding at such executive sessions.

Corporate Governance

Annual Board and Committee Evaluations

The Nominating and Corporate Governance Committee oversees the annual Board and committee self-evaluation process. In 2024, the Committee engaged an outside consultant to coordinate and provide insight on the annual self-evaluation process.

BOARD EVALUATION PROCESS

BEGIN EVALUATION PROCESS

The Chair of the Nominating and Corporate Governance Committee initiates, with the assistance of the Corporate Secretary, the annual evaluation process by engaging an outside evaluation consultant.

EVALUATION

Working closely with management, the outside consultant distributes comprehensive questionnaires to each director soliciting feedback on the Board’s and each relevant committee’s effectiveness, covering topics such as:

ANALYSIS

The outside consultant reviews the responses and prepares an executive summary for the Board and each committee, which includes an overview of director responses and guidance on any material issues. The Chair of the Nominating and Corporate Governance Committee reviews the reports with management and works directly with the consultant to evaluate the findings.

RESULTS AND FINDINGS

The Nominating and Corporate Governance chair, with assistance from the outside consultant, presents the results and findings to the Board. Each committee reviews the committee results and findings.

How to Communicate with our Board

You may contact the Chairman of the Board, the Board as a whole, the lead independent director, or any individual director as follows:

		T-Mobile US, Inc. The Board of Directors c/o Corporate Secretary 3655 131st Avenue SE Bellevue, WA 98006		After receipt, communications will generally be forwarded to the Chairman of the Board, the whole Board, the lead independent director or specific directors as the Corporate Secretary deems appropriate based on the content of, and the matters raised in, the communications. Communications that are unrelated to the duties and responsibilities of the Board or are unduly hostile, threatening, potentially illegal or similarly unsuitable will not be forwarded. Responses to letters and any communications that are excluded are maintained by the Company and are available to any director upon request.

Corporate Governance

Board Committees and Related Matters

Our Board has six standing committees: Audit, CEO Selection, Compensation, Executive, Nominating and Corporate Governance and Transaction. The CEO Selection and Transaction Committees were formed upon the Sprint Combination. The Board makes committee and committee chair assignments annually at its meeting immediately following the annual meeting of stockholders, although further changes may be made from time to time as deemed appropriate by the Board.

Each committee has a Board-approved charter, which is reviewed annually by the respective committee. Recommended changes, if any, are submitted to the Board for approval. Each committee may retain and compensate consultants or other advisors as necessary for it to carry out its duties, without consulting with or obtaining the approval of the Board or the Company. A copy of the charter for each standing committee can be found on the Investor Relations section of our website at http://investor.t-mobile.com by selecting “Governance Documents” under the “Corporate Governance” tab.

Corporate Governance

Compensation Committee

THE COMPENSATION COMMITTEE HAS ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT

The Compensation Committee has retained Mercer (a wholly owned subsidiary of Marsh & McLennan Companies, Inc.), a well-recognized employee benefits and compensation consulting firm, as its independent compensation consultant. Mercer assists the Compensation Committee in its evaluation of the compensation and benefits provided to the Chief Executive Officer and the other executive officers. Mercer generally attends Compensation Committee meetings at which executive officer compensation is discussed and provides information, research and analysis pertaining to executive compensation as requested by the Compensation Committee. Mercer also updates the Compensation Committee on market trends. During 2024, the aggregate fees for such services were approximately $393,000. In addition, Mercer provided services to the Company for investment and benefits consulting and retirement plan consulting, which services were approved by management. During 2024, the aggregate fees for such services were approximately $829,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2024, the following individuals served on the Compensation Committee for all or part of the year: Messrs. Claure, Gopalan, Illek, Kübler, and Westbrook. No member of the Compensation Committee who served during 2024 was an officer or employee of the Company or any of its subsidiaries during the year, was formerly a Company officer or had any relationship otherwise requiring disclosure as compensation committee interlock pursuant to Item 407(e)(4) of Regulation S-K.

Corporate Governance

Corporate Governance

Corporate Governance

Risk Oversight

MANAGEMENT’S ROLE IN RISK OVERSIGHT

Management of the Company, including the Chief Executive Officer and other executive officers, is primarily responsible for managing the risks associated with the business, operations, and financial and disclosure controls. Management conducts a quarterly enterprise-wide risk assessment and considers financial, strategic, IT, cybersecurity, technology, operational, compliance, legal/regulatory, corporate responsibility and reputational risks to the Company, including risks that are short-term, intermediate-term and/or long-term in nature. In addition, management conducts an annual fraud risk assessment and an annual compliance risk assessment. Periodically, the Company engages external third-party experts as part of the Company’s risk assessment, including assessment of future threats and trends, and risk mitigation processes. All enterprise risks that are considered are prioritized based on the magnitude of the potential impact to the Company. Risk trending is also evaluated, and management action plans and timelines are developed and tracked to address the immediacy of the risk assessed. The results of these assessments are considered in connection with the operational, financial, and business activities of the Company.

Management Maintains a Third-Party Risk Management Program

Management maintains a centralized Third-Party Risk Management Program to evaluate multiple aspects of risk related to doing business with third-party vendors and Mobile Virtual Network Operator partners, including, but not limited to, cybersecurity, geopolitical, privacy, financial, corporate responsibility, anti-corruption and fourth-party risks and risks relating to foreign ownership and compliance with national security commitments.

Management Maintains an Enterprise Risk and Compliance Committee

The Enterprise Risk and Compliance Committee oversees and governs the Company’s risk management, cybersecurity, corporate responsibility, and operational compliance activities, as well as provides a means of bringing risk issues to the attention of management. Responsibilities for risk management and compliance are distributed throughout various functional areas of the business, and the Enterprise Risk and Compliance Committee consists of representatives of our senior leadership team as well as leaders and other representatives from the enterprise risk organization, the enterprise compliance and ethics function, and subject matter experts from across the Company, such as our cybersecurity and technology team and legal team. The committee is co-led by our Executive Vice President and Chief Financial Officer and Executive Vice President and General Counsel. It regularly meets and reviews the Company’s activities in these areas. The Enterprise Risk and Compliance Committee drives the identification, prioritization, and mitigation efforts of the Company’s most significant risks, enables coordinated actions across the Company, and informs the Vice President, Risk Management & Chief Audit Executive’s (the “Chief Audit Executive”) report to the Audit Committee and the Chief Compliance Officer’s report to the Nominating and Corporate Governance Committee.

Historically, the Information Security and Privacy Council oversaw the strategic governance and prioritization of the Company’s information security (including cybersecurity), privacy and national security initiatives. The Information Security and Privacy Council was co-chaired by the Chief Security Officer and Chief Privacy Officer and consisted of representatives of management and subject matter experts from across the Company. Over the last year, such oversight responsibilities have been shifted to the Enterprise Risk and Compliance Committee and the Transformation and Chief Information & Digital Officer is now a member of the committee, while the Chief Security Officer and the Chief Privacy Officer serve in an advisory capacity.

Transformation and Chief Information & Digital Officer Oversees the Company’s Information Technology Systems, Digital Capabilities, and Cybersecurity Practices

As part of the effort to elevate the Company’s cybersecurity capabilities and to reinforce a security-first mindset throughout T-Mobile business and operation functions, a new position, the Transformation and Chief Information & Digital Officer under the direction of the Company’s Chief Executive Officer was created in 2023. The Transformation and Chief Information & Digital Officer is responsible for overseeing the Company’s information technology systems, digital capabilities, and cybersecurity practices. The Chief Security Officer, under the direction of the Transformation and Chief Information & Digital Officer, is responsible for overseeing the cybersecurity organization and promoting a security-centric culture throughout our business and operational functions. The Chief Security Officer also oversees the cybersecurity risk management function, which identifies cybersecurity threats, assesses cybersecurity risks and supports the Transformation and Chief Information & Digital Officer and the Company in managing such risks. The Transformation and Chief Information & Digital Officer and the Chief Security Officer have the expertise to provide insights into the nature of cybersecurity threats, the Company’s readiness, and actions taken to mitigate such risks.

Management Maintains a Corporate Responsibility Steering Committee

To help drive corporate responsibility outcomes across the business, we maintain a Corporate Responsibility Steering Committee that meets quarterly to discuss priority topics and initiatives. Comprised of a cross-functional group of executives, the committee is responsible for providing strategic direction for the Company’s corporate responsibility programs, initiatives and disclosure efforts, evaluating and approving enterprise-wide goals, and providing oversight and accountability to achieve goals and drive progress. The

Corporate Governance

committee is co-chaired by our Executive Vice President, Chief Communications and Corporate Responsibility Officer and our Executive Vice President and Chief Financial Officer. Key initiatives overseen by the committee are communicated through updates to the Nominating and Corporate Governance Committee.

THE BOARD’S ROLE IN RISK OVERSIGHT

Selective Delegation of Risk Oversight to Committees

Our directors have deep experience and expertise in strategic planning and execution. Through regular and special Board meetings, the Board engages with management in discussions about the Company’s financial and operational performance, competitive landscape, strategic goals, operational objectives and challenges and regulatory developments.

While the full Board has overall responsibility for risk oversight, the Board has delegated risk oversight responsibility for certain risks to committees of the Board. On a regular basis, reports of all committee meetings are presented to the Board, and the Board periodically conducts deep dives on key enterprise risks.

Audit Committee

The Audit Committee has primary responsibility for overseeing the Company’s various risk assessment, risk management policies, and procedures and controls. The Audit Committee considers and discusses policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also discusses the potential impact of the Company’s risk exposures on the Company’s business, financial results, operations and reputation.

To assist the Audit Committee with its risk assessment function, our Chief Audit Executive has a direct communication channel to the Audit Committee for purposes of reporting or discussing concerns and has regular meetings with the Audit Committee and/or its members. The Chief Audit Executive provides a quarterly enterprise-wide risk assessment (including risks relating to cybersecurity and privacy), annual fraud risk assessment, and SOX and Internal Audit reporting or assessments to the Audit Committee and updates the Audit Committee on significant issues raised by the Enterprise Risk and Compliance Committee. The Company’s General Counsel provides periodic reports to the Audit Committee on the Company’s significant litigation matters. The Chief Audit Executive also attends the Nominating and Corporate Governance Committee meetings for purposes of discussing any process or control matters related to topics covered at the Nominating and Corporate Governance Committee meetings.

As an integral part of the Company’s disclosure controls and procedures, the Audit Committee reviews enterprise risk assessments and fraud risk assessments, provides feedback to executive management and shares the risk assessments with the Board. The Audit Committee also has other responsibilities with respect to the Company’s financial and accounting compliance and complaint procedures, internal audit, SOX Compliance program and related person transactions, as more fully set out in its charter. Additionally, the Chief Compliance Officer also has a direct communication channel to the Audit Committee for purposes of discussing or reporting matters that could have a significant impact on the Company’s financial statements or may concern the integrity, adequacy, and effectiveness of the Company’s accounting and financial reporting processes and internal controls and external reporting policies and procedures.

CEO Selection Committee

The CEO Selection Committee oversees risks related to the selection, appointment, hiring, firing and recall from office of the Chief Executive Officer of the Company.

Compensation Committee

The Compensation Committee has certain responsibilities with respect to succession planning and the assessment of risk in connection with our compensation programs. The Compensation Committee periodically reviews with management an assessment of whether risks arising from the Company’s compensation policies and practices for all employees are reasonably likely to have a material adverse effect on the Company, as well as the means by which any potential risks may be mitigated, such as through governance and oversight and clawback policies. The Company designs the compensation programs to encourage appropriate risk-taking while discouraging behavior that may result in unnecessary or excessive business risk. In this regard, the following elements have been incorporated in our compensation programs for executive officers:

Corporate Governance

Based on an assessment conducted by management consultant Willis Towers Watson, which was presented to and discussed with the Compensation Committee, management concluded that our compensation policies and practices for all employees do not create risks that are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee also oversees strategies, initiatives and programs related to human capital management, including with respect to employee diversity, equity, and inclusion, talent acquisition, retention, and development, employee engagement, pay equity and corporate culture. This includes any relevant risks identified related to these matters as well.

Executive Committee

The Executive Committee is available to review and provide guidance to senior management regarding the Company’s strategy, operating plans and operating performance. The Executive Committee also plays a role in helping the Board perform its risk oversight function by considering strategic operating goals, opportunities and risks.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee oversees Board process and corporate governance-related risks, management of compliance risks, risks related to our diversity, corporate social responsibility and sustainability practices, and risks related to the Company’s data privacy and information security programs, including cybersecurity.

Our Chief Communications and Corporate Responsibility Officer provides periodic reports to the Nominating and Corporate Governance Committee on the Company’s charitable spending and related policies and other environmental, sustainability, and corporate social responsibility matters. Our General Counsel provides periodic reports to the Nominating and Corporate Governance Committee on the Company’s political spending and related policies.

Our Chief Compliance Officer provides quarterly reports to the Nominating and Corporate Governance Committee on the Company’s compliance and ethics program, including enterprise compliance risk assessments and mitigation activities. The Chief Compliance Officer also has a direct communication channel to the Nominating and Corporate Governance Committee for purposes of reporting or discussing concerns relating to the Company’s compliance and ethics programs. As noted above, the Chief Compliance Officer also has a direct communication channel to the Audit Committee for purposes of discussing or reporting financial misconduct matters.

The Transformation and Chief Information & Digital Officer, Chief Security Officer and Chief Privacy Officer provide periodic reports to the Nominating and Corporate Governance Committee on the Company’s data privacy and information and infrastructure security programs, including cybersecurity. Our Chief Security Officer and Chief Compliance Officer, among other executives, also meet with the Nominating and Corporate Governance Committee to discuss any significant events when they arise. The Nominating and Corporate Governance Committee discusses with management the Company’s privacy and data security, including cybersecurity, risk exposures, policies, practices, including the steps management has taken to detect, monitor and control such risks, as well as trends in cybersecurity threats. The Nominating and Corporate Governance Committee seeks updates to facilitate proactive governance and to allow the Nominating and Corporate Governance Committee to address emerging cybersecurity issues with management. These discussions enable the Nominating and Corporate Governance Committee to be informed of the steps management is taking to detect, monitor and manage cybersecurity risks.

Transaction Committee

The Transaction Committee oversees risks related to strategic transactions involving the Company and its businesses.

Director Compensation

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Our “non-employee directors”—directors who are not employees of the Company or officers or employees of Deutsche Telekom—are eligible to participate in the Company’s non-employee director compensation program, described below. The Compensation Committee periodically reviews the compensation of our non-employee directors. As part of the review, the Compensation Committee engages Mercer to assess our non-employee director compensation program in comparison to our peer group (see “Executive Compensation—Factors Considered in Determining Executive Compensation—Executive Compensation Peer Group” for

Corporate Governance

more information on our peer group). Based on such assessment, the non-employee director compensation program is adjusted as appropriate to ensure alignment with market practices. The Compensation Committee approved an updated non-employee director compensation program effective as of June 13, 2024, which increased the annual cash retainer for Board service from $135,000 to $143,000 and increased the value of the annual award of time-based restricted stock units (“RSUs”) from $240,000 to $255,000.

KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

The annual award of “RSUs” is made immediately after each annual meeting of stockholders. The RSUs vest on the one-year anniversary of the grant date or, for directors not standing for re-election, on the date of the next annual meeting of stockholders, subject to continued service as a non-employee director through the vesting date. In the event of a director’s termination of service prior to vesting, all RSUs are automatically forfeited. The RSUs immediately vest on the date of a change in control of the Company, subject to the applicable director’s continued service as a non-employee director through such date. Annual cash retainers and the annual RSU awards are prorated for any person who becomes a non-employee director and/or committee chair, or who otherwise becomes entitled to an additional annual cash retainer as described above, at any time of the year other than the date of the Company’s annual meeting of stockholders. Non-employee directors also receive reimbursement of expenses incurred in connection with their Board and committee services and are eligible to receive up to two handsets per year and up to 10 lines of U.S. service pursuant to the Board of Directors Phone Perquisite program.

OUR DIRECTORS ARE REQUIRED TO ACQUIRE AND MAINTAIN OWNERSHIP OF SHARES OF T-MOBILE

Under our stock ownership guidelines, each non-employee director is expected to acquire and maintain ownership of shares of common stock equal in value to five times his or her annual cash retainer for Board service measured as of September 30 of each year. Each non-employee director is expected to meet the ownership guidelines within the later of five years from (a) the date we adopted the policy and (b) the date on which he or she became a non-employee director, and is expected to retain at least 50% of the net shares of common stock acquired through equity awards until the ownership threshold is met.

Corporate Governance

2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

During fiscal year 2024, the Company’s non-employee directors received the following compensation for their services:

Director Nomination, Selection and Qualifications

QUALIFICATIONS

T-Mobile understands that maintaining a wide variety of perspectives and viewpoints is a critical attribute of a well-functioning Board and a measure of sound corporate governance. T-Mobile follows its director selection guidelines as we strive to maintain a board composed of individuals with a mix of expertise, experience, skills and backgrounds to reflect the varied nature of the business environment in which we operate and the customers we serve.

Subject to Deutsche Telekom’s board designation rights, the Nominating and Corporate Governance Committee is responsible for identifying and evaluating director nominees and recommending to the Board a slate of nominees for election at each annual meeting of stockholders.

The Nominating and Corporate Governance Committee considers, among others, the following factors:

Corporate Governance

Our director selection guidelines mandate that the skills and backgrounds collectively represented on the Board should reflect the broad nature of the business environment in which the Company operates and the customers it serves. In addition, according to our director selection guidelines, the Nominating and Corporate Governance Committee will include, and will require any outside consultant that it engages to include a broad pool from which the committee selects director candidates.

In connection with its general responsibility to monitor and advise the Board on the size, role, function and composition of the Board, the Nominating and Corporate Governance Committee will periodically consider whether the Board represents the overall mix of skills and characteristics described in the director selection guidelines, including the factors described above. Subject to Deutsche Telekom’s board designation rights, the selection process for director candidates is intended to be flexible, and the Nominating and Corporate Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.

The table below summarizes the key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.

Director Nominee Qualifications, Skills and Attributes

Qualifications and Expertise

Cybersecurity Expertise

✓

✓

✓

✓

Executive Management Experience

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Marketing & Sales

✓

✓

✓

✓

✓

✓

✓

✓

✓

Mergers & Acquisitions

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Technology & Innovation

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Industry & Experience

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Corporate Responsibility Strategy and Management

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Human Capital Management

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Government Affairs, Regulatory & Legal

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Global and International Operations

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Designation

Deutsche Telekom

✓

✓

✓

✓

✓

✓

✓

✓

✓

Nom & Gov

✓

✓

✓

T-Mobile CEO

✓

Tenure and Independence

Tenure

2023

2020

Nominee

2013

2013

2018

2023

2013

2013

2020

2021

2018

2013

Independence

No

Yes

Yes

Yes

No

No

Yes

No

No

No

Yes

No

Yes

Demographics

Age

48

54

58

71

62

60

58

62

59

60

66

55

61

Gender

M

M

M

M

M

M

M

M

M

F

F

M

F

Asian

✓

African American

Hispanic

✓

Asian and White

✓

White

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Corporate Governance

NOMINATION PROCESS

In addition to candidates designated by Deutsche Telekom, the Nominating and Corporate Governance Committee may consider possible director candidates from a number of sources, including those recommended by stockholders, directors, or officers. In addition, the Nominating and Corporate Governance Committee may engage the services of outside consultants and search firms to identify potential director candidates.

A stockholder who wishes to suggest a director candidate for consideration by the Nominating and Corporate Governance Committee should submit the suggestion to the Chair of the Nominating and Corporate Governance Committee, care of our Corporate Secretary, at 3655 131st Avenue SE, Bellevue, Washington 98006, and include the candidate’s name, biographical data, relationship to the stockholder and other relevant information. The Nominating and Corporate Governance Committee may request additional information about the suggested candidate and the proposing stockholder. Subject to Deutsche Telekom’s board designation rights, the full Board will approve all final nominations after considering the recommendations of the Nominating and Corporate Governance Committee.

■ 2024 CORPORATE RESPONSIBILITY HIGHLIGHTS ■

Social Impact

Responsible Business Practices

Environmental Sustainability

Corporate Responsibility

Social – Investing in Our People and Communities

The key to delivering the best customer experiences is to attract, engage, and retain the best people. Our employees are the heart and soul of our company, and when we invest in their success, it’s a win for our business, our customers, and our communities. That’s why we are all in when it comes to creating a customer-obsessed, results and growth oriented and inclusive culture that fosters the best ideas to drive real results for our business, customers and stockholders.

Our Workforce

We are committed to fostering a workplace where every employee feels encouraged and equipped to bring their unique talents, perspectives, and ideas to their role and is accountable for delivering results to drive our business and support our customers. We believe an inclusive workforce drives growth and profitability through innovation, better collaboration and by challenging the status quo.

We draw from large pools of talent to help find the most qualified people for every role through both external recruiting and internal career development opportunities that cast a wide net to find qualified candidates.

Compensation, Wellness and Benefits

To attract and retain the best people, we regularly evaluate our compensation and benefits offerings to ensure they are competitive, factoring in the latest market data and taking into account important aspects, like employee experience, geographic location, and more.

T-Mobile’s comprehensive benefits package is designed with holistic employee health in mind to support our employees through different stages of life and major life events, from building a family to retirement. Because every employee at T-Mobile plays a part in our success, we offer the same high-quality benefits to everyone, from our frontline to the most senior leaders at the company. Our benefits package includes:

Employee Engagement, Career Development, and Learning

As our industry continues to change and new technologies are incorporated into how we do business, it’s critical we keep investing in a highly trained and adaptable workforce ready to meet the dynamic needs of our evolving business and industry. Core to this is our belief in providing careers, not just jobs, and offering a range of development opportunities that allow us to retain the best talent and empower employees to improve their skills and advance their careers at T-Mobile. We offer training, mentoring and career development opportunities to all employees and continue to hire and promote people based on their merit and business impact.

Our suite of development resources are easily accessible on our Magenta U site, our one-stop shop for all career development and learning tools. We recently launched a number of resources to encourage internal job movement and exposure to different parts of the business.

We continue to expand the learning and development offerings through our Employee Resource Groups (ERGs), which are open to every employee at T-Mobile. In the last two years, these groups have also run Immersive Experiences to provide deeper learning and development through professional networking opportunities, mentorship programming and community service.

Corporate Responsibility

Our products and services are integral to virtually every aspect of people’s lives in today’s highly connected digital world. That’s why we’re focused on providing our customers with the best network, best experience and best value. We are committed to using our transformational 5G network, resources and scale to connect more people in more places and invest in the communities where our customers and employees live and work.

CONNECTIVITY FOR GOOD

Access to Connectivity

Our aim is to enable a digital world where everyone can thrive. We remain relentlessly focused on expanding our industry leading 5G network to provide better coverage and faster speed — including in smaller markets and rural areas. At the same time, we remain committed to offering more affordable connectivity options.

Through Project 10Million, our flagship philanthropic program that was built to help close the digital divide in education, we offer eligible K-12 student families a free mobile hotspot and up to five years of free internet connectivity. For school districts Project 10Million also offers free and heavily subsidized data plans as well as access to affordable laptops and tablets. Since its launch in 2020, we’ve connected over 6.3 million students and provided over $7.3 billion in in-kind products and services.

In 2024, to keep up with the data needs of students, we enhanced Project 10Million by doubling the data for eligible participants to 200GB per year for five years, introduced a discounted data pass extension, and offered additional free data to schools with the greatest needs. We also partnered with the Boys & Girls Clubs of America, the nation’s leading after-school organization, to expand connectivity access to young learners in underserved regions.

Providing Critical Connectivity during Emergencies

Connectivity is crucial when disasters impact our customers and communities. T-Mobile’s Enterprise Business Continuity Program is designed to enable effective planning and preparation so that we can respond quickly and nimbly to a wide variety of events and prepare for high-volume network traffic. Thanks to our distributed model of warehouses around the country, we can quickly deploy our emergency management fleet, including satellite enabled vehicles, mobile command centers, Cells on Wheels (COWs) and Cells on Light Trucks (COLTs) to almost anywhere in the U.S. within 12 hours. During the 2024 Milton and Helene hurricanes and the 2025 Los Angeles wildfires, we also leveraged the new T-Mobile-Starlink direct-to-cell satellite network to deliver emergency alerts and support SMS messaging, providing a critical connectivity option to those impacted. In total, T-Mobile supported communities through dozens of emergency events and provided approximately $1.3 million worth of in-kind devices, services and other supplies to support disaster relief efforts in addition to ongoing network hardening efforts throughout 2024.

Corporate Responsibility

On top of our ongoing community support work during natural disasters, emergencies, and events that elicit high network traffic, we are doubling down on efforts to support our nation’s first responders. In 2024, we unveiled T-Priority, a new solution built with first responders featuring the nation’s first network slice for first responders. The slice is built on our 5G Standalone network and is designed to meet the urgent need for reliable and resilient connectivity among the millions of first responders in the U.S.

Philanthropic Support

We focus our philanthropic investments by supporting nonprofit organizations and empowering our people to make a positive impact in the communities where our employees and customers live and work. We strategically focus on issues most important to our business by investing in initiatives related to digital access and programs that empower our employees to give back to the causes they care most about. For example, through the T-Mobile Foundation Magenta Match program, we match employee donations 1:1 and donate $15 for every volunteer hour up to $2,000 per employee per calendar year. Through our Volun-T Grants Program, we offer employees the opportunity to apply for a volunteer-based grant in their local community. In 2024, our employees donated $2.5 million and volunteered over 88,000 hours in their communities.

Environment – Building a More Resilient Future

As our network expands to power more 5G innovation and rising data demands, we’re combining our passion for innovative thinking with measures to advance more sustainable business growth. From deploying energy-efficient network solutions to identifying cost-effective renewable energy projects, we are committed to making our business more resilient and our products and services more sustainable.

We know that taking a proactive approach to managing climate-related impacts and reducing our environmental footprint drives value for our business. That’s why an important area of focus at T-Mobile is reducing emissions across our entire value chain. By making innovative changes to how we operate and harnessing the power of our 5G technology solutions, we can support more sustainable growth. To guide this work, we have set out to achieve net-zero emissions across our entire carbon footprint by 2040 — a U.S. wireless industry first.

Our net-zero goal has been validated by the Science Based Targets initiative using their Net-Zero Standard. As part of this goal, we have set two science-based emissions reduction targets:

Our goal is to abate our emissions to be as close to zero as possible and only use carbon offsets to address the remaining 10% or less of emissions. In 2024, we continued to make progress toward net-zero emissions and have reduced total Scope 1, 2, and 3 emissions by 33% since 2020.

Corporate Responsibility

We plan to continue to detail our progress to interested stakeholders through our annual sustainability reporting channels.

Sustainable Energy Management

Sustainable energy management is critical to managing rising energy costs and reducing our carbon footprint. Key areas of focus for our business include investing in energy efficiency measures to conserve energy where possible and diversifying our energy portfolio through renewable energy projects to account for the electricity we purchase.

We were the first and only U.S. wireless provider to achieve a goal to source renewable energy equivalent to 100% of our electricity usage by the end of 2021. In 2024, we continued to maintain this position through a range of projects that help insulate us from price fluctuations in the energy market. In 2024, our energy consumption decreased 3.4% year-over-year as we continued to optimize our network infrastructure and implement advanced technologies to improve energy efficiency. Through these efforts we continued to make progress on our energy efficiency goal to reduce energy consumption by 95% per petabyte of data traffic by 2030 (from a 2019 baseline) — achieving a cumulative reduction of 73% by the end of 2024.

Conserving Resources and Reducing Waste

Another important part of our efficiency and sustainability focus is reducing waste and conserving natural resources. We do this through a combination of recycling, resale and reuse initiatives for e-waste waste from our network and other information technology equipment from our facilities across the country. These initiatives can lead to cost savings for the business while also reducing our environmental impact.

We also empower our customers to reduce e-waste by offering options to bring in smartphones, tablets, smartwatches, hotspots or IoT items into select stores to be upcycled or recycled for free. In 2024, we processed approximately 11 million devices for reuse, resale, and recycling. Our suppliers and partners that repair and recycle these devices are required to be certified to the industry-leading R2 standard, which provides a common set of processes, safety measures, and documentation requirements.

Lastly, as our suppliers are a valuable extension of our business, we collaborate closely with them on opportunities to more sustainably and efficiently do business. We detail supplier expectations in our Responsible Sourcing Policy, including around sourcing and resource conservation. We also helped develop the CTIA Guidelines for Wireless Device and Accessory Packaging to provide guidance on mitigating the environmental impact from packaging for mobile wireless devices and accessories. These guidelines were released in 2020 and continue to be a point of engagement with our suppliers.

Governance – Doing it the Right Way

No matter how quickly or boldly we move, there is only one way we want to deliver — by doing things the right way — through ethical conduct and responsible business practices.

T-Mobile’s Ethics & Compliance program is comprised of a range of policies, processes, training, controls, and other programs and practices that reinforce our “Do It the Right Way, Always” culture and the high-integrity conduct we expect of our employees and supply chain partners. Our Code of Business Conduct establishes expectations for our directors, officers and employees, including workplace conduct standards and legal guidelines that we expect them to follow when working on behalf of T-Mobile.

Corporate Responsibility

Our Supplier Code of Conduct outlines expectations regarding ethical business practices for all T-Mobile suppliers. Even before suppliers are selected, a third-party risk management process screens for a range of risks, including anti-corruption, global sanctions, human rights, cybersecurity and environmental risks, among others.

To support our commitment to driving sustainability across our business, our Environmental Policy outlines key areas of focus and objectives, from tackling climate change to reducing waste and promoting the efficient use of natural resources.

The T-Mobile Human Rights Statement underscores our commitment to respecting human rights and the expectations for our employees and business partners, as well as the mechanisms to help identify and address any potential violations.

In our Code of Business Conduct, and through our Speak-Up Policy, we encourage our employees to report a concern, a possible violation of our policies, or to seek advice on how to implement the organization’s policies and practices for responsible business conduct. We provide employees with tools that enable them to speak up anonymously through our third-party Integrity Line (online or by phone), by emailing our ethics & compliance team, or contacting our Chief Compliance Officer or for financial concerns, the Chair of the Audit Committee directly. Our Speak-Up Policy prohibits retaliation against those who raise or report suspected misconduct or a potential violation of the law in good faith.

We take a continuous learning approach so that our employees have the knowledge and tools necessary to integrate the standards set forth in our policies into how we conduct our business every day. We offer training multiple times throughout the year and it is required of all employees and officers of the Company. This training covers topics such as data safety and privacy, anti-corruption, health and safety, harassment and discrimination, insider trading, and enables everyone to understand our expectations and commitment to ethical business practices.

Our business involves the receipt, storage, and transmission of confidential information about our customers, such as sensitive personal, account and payment card information, confidential information about our employees and suppliers, and other sensitive information about our Company, such as our business plans, transactions, financial information, and intellectual property. T-Mobile is committed to maintaining the trust of our customers, employees, partners, and the public by respecting the value of such confidential information, including that personal data entrusted to us and handling such information responsibly. See disclosures under “Corporate Governance at T-Mobile—Risk Oversight” on the management, Board and Board committees’ oversight of information security, including cybersecurity and privacy issues.

Data Privacy

We are committed to responsible data use, guided by legal obligations and industry best practices, such as those outlined in the CTIA Consumer Code of Conduct.

We equip our employees and key contractors with training and resources to support proper privacy and security practices. This training is supplemented by awareness work performed through our Security and Privacy Ambassador Network (“SPAN”), which is comprised of a team with privacy and security experiences embedded throughout the Company. SPAN is managed by T-Mobile’s privacy team and supported by other subject matter experts in the Company.

The Privacy Center on the T-Mobile website provides customers and employees tools to access T-Mobile’s Privacy Notices, understand how T-Mobile uses personal data, navigate the choices we offer for control of data use and sharing, and find resources and tips for online safety. T-Mobile’s Privacy Dashboard centralizes and simplifies privacy controls and choices available to our customers.

Cybersecurity

As the cybersecurity landscape evolves, T-Mobile continues to make multi-year investments in strengthening our cybersecurity program. This includes upgrades to our network and digital infrastructure, and working to improve our cybersecurity risk management, including technology, security protocols, monitoring and response operations, and compliance.

Cybersecurity risk management is a core component of the Company’s governance structure with teams partnering to manage governance, prevention, detection, and remediation activities. The company implements the National Institute of Standards and Technology’s Cybersecurity Framework (NIST CSF) as a guide to identify and assess risks. We conduct periodic assessments and collaborate with our enterprise risk management team to assess and manage risks. Our cybersecurity team also provides employee training focused on mitigating against human-driven vulnerabilities.

The Transformation and Chief Information & Digital Officer under the direction of the Company’s Chief Executive Officer is responsible for overseeing the Company’s information technology systems, digital capabilities, and cybersecurity practices. The Chief Security Officer, under the direction of the Transformation and Chief Information & Digital Officer, is responsible for overseeing the cybersecurity organization and promoting a security-centric culture throughout our business and operational functions. The Chief Security Officer is at the forefront of enhancing our cybersecurity program, including upgrading tools and capabilities as part of a broader, multi-year strategy to further enhance security measures. The Chief Security Officer oversees the cyber risk management function, which identifies threats, assesses risks and supports the Transformation and Chief Information & Digital Officer and the Company in managing such risks.

Corporate Responsibility

T-Mobile is committed to fostering robust, frequent, consistent, and transparent communication with stockholders as part of our commitment to strong corporate governance. In September 2024, we hosted our second-ever Capital Markets Day, where our senior leadership team outlined plans for the Company’s continued growth leadership, value creation and share taking in wireless and broadband while growing new businesses. In addition, our senior leadership team engages extensively and regularly with stockholders through various avenues, including through one-on-one meetings, group meetings, and prominent industry conferences. Our investor relations team actively facilitates ongoing year-round robust dialogue in multiple ways with stockholders, including proactive post-earnings communications, ensuring a comprehensive exchange of insights and perspectives on a variety of topics, such as corporate strategy, business performance, financial results, and corporate responsibility matters. This approach allows us to maintain meaningful two-way dialogue that caters to the diverse interests and concerns of our broad investor base.

In 2024, we met with nearly all our top 50 active institutional stockholders and continue to engage on a regular basis with stockholders of all sizes. To ensure alignment between stockholder feedback and corporate decision-making, our investor relations team provides feedback to senior management and collaborates closely with our Corporate Secretary to relay pertinent investor insights to our Board. We recognize the importance of disseminating pertinent corporate responsibility information widely and have integrated such disclosures throughout our various reporting channels.

Proposal 1 Election of Directors

Proposal 1 Election of Directors

Proposal 1 Election of Directors

Proposal 1 Election of Directors

Proposal 1 Election of Directors

Proposal 1 Election of Directors

Proposal 1 Election of Directors

Proposal 1 Election of Directors

Proposal 1 Election of Directors