Freier Jon 4

What Happened Jon Freier, Chief Operating Officer of T‑Mobile US (TMUS), received a total of 31,558 shares via stock awards on February 15, 2026 (two award entries: 23,491 and 8,067 shares). To cover tax liabilities on vesting, 9,341.299 shares were withheld (disposed) at $219.50 per share, yielding proceeds of $2,050,415 (two withholding entries: 6,166.934 shares = $1,353,642; 3,174.365 shares = $696,773). The awards include time‑based restricted stock units (RSUs) and performance‑based RSUs.

Key Details

• Transaction date: February 15, 2026; Filing date: February 18, 2026 (timely).
• Awards received: 23,491 and 8,067 shares (total 31,558 shares).
• Shares withheld for taxes (not open‑market sales): 6,166.934 and 3,174.365 shares (total 9,341.299) at $219.50/share; total tax withholding value ≈ $2,050,415.
• Footnotes: Time‑based RSUs granted under the 2023 Incentive Award Plan (one‑third vests each Feb 15 in 2027–2029); performance‑based RSUs under the 2013 Omnibus Plan vested on Feb 15, 2026 based on relative TSR. Withholding entries are tax withholding, not open‑market sales.
• Shares owned after these transactions: not specified in the provided filing excerpt.

Context

• The disposals were tax withholdings to satisfy tax liabilities on vesting (cashless withholding), not open‑market sales—common for executives when RSUs/PSUs vest and do not necessarily signal a change in sentiment.
• One award set is performance‑based and vested on Feb 15, 2026 due to measured performance (relative total shareholder return); the other award is time‑based and vests in future years per the plan.