Katz Michael J. 4

4 · T-Mobile US, Inc. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

T‑Mobile (TMUS) Exec Michael J. Katz Receives Awards; Shares Withheld

What Happened

Michael J. Katz, Chief Business and Product Officer at T‑Mobile (TMUS), received equity awards and had a portion of the shares withheld to satisfy tax obligations. The Form 4 reports two award acquisitions on Feb 15, 2026 (total 41,441 shares) and two corresponding share dispositions for tax withholding (total 10,713.04 shares) with an aggregate withholding value of $2,351,512.
Transactions reported:
- 32,365 shares acquired (award) at $0.00
- 7,141.633 shares disposed (tax withholding) at $219.50, value $1,567,588
- 9,076 shares acquired (award) at $0.00
- 3,571.407 shares disposed (tax withholding) at $219.50, value $783,924
These actions are award grants/vestings and tax withholdings (not open‑market sales). Awards include time‑based RSUs with future vesting and performance‑based RSUs that vested based on performance.

Key Details

Transaction date(s): February 15, 2026; Form 4 filed February 18, 2026 (reporting period 2026‑02‑15).
Prices and values: withholding disposals at $219.50 per share, totaling $1,567,588 and $783,924 (combined ~$2.35M).
Shares acquired: 32,365 and 9,076 (total 41,441). Shares withheld for taxes: 7,141.633 and 3,571.407 (total 10,713.04).
Footnotes of note:
- F1: Time‑based RSUs granted under the 2023 Incentive Award Plan; one‑third vests annually on Feb 15 in 2027, 2028 and 2029.
- F3: Performance‑based RSUs earned under the 2013 Omnibus Plan that vested on Feb 15, 2026 based on relative total shareholder return.
- F2 & F4: The share dispositions represent shares withheld to satisfy tax withholding on vesting and are not open‑market transactions.
Shares owned after the transactions: not specified in the provided filing excerpt.
Filing timeliness: Form filed Feb 18, 2026 for transactions dated Feb 15, 2026 (no late‑filing flag shown in the excerpt).

Context

These filings show receipt of equity awards and tax withholding at vesting rather than open‑market sales. Tax‑withholding dispositions (code F) are routine and do not necessarily indicate a decision to sell stock; they merely satisfy withholding obligations.
The performance‑based units referenced were earned and vested based on T‑Mobile’s relative total shareholder return for the applicable performance period. Time‑based RSUs have scheduled future vesting dates per the award terms.

Form 4

Period: 2026-02-15

Chief Bus. and Prod. Officer

Transactions

Award
Common Stock
[F1]
2026-02-15+32,365→ 188,567.521 total
Tax Payment
Common Stock
[F2]
2026-02-15$219.50/sh−7,141.633$1,567,588→ 181,425.888 total
Award
Common Stock
[F3]
2026-02-15+9,076→ 190,501.888 total
Tax Payment
Common Stock
[F4]
2026-02-15$219.50/sh−3,571.407$783,924→ 186,930.481 total

Footnotes (4)

[F1]Represents restricted stock units granted under the issuer's 2023 Incentive Award Plan, (the "Plan"); one-third of the units vest on each of February 15, 2027, February 15, 2028 and February 15, 2029, subject to the terms of the Plan and related award agreement.
[F2]Represents shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.
[F3]Represents performance-based restricted stock units earned under the issuer's 2013 Omnibus Incentive Plan that vested on February 15, 2026 based on the Company's relative total shareholder return during the three-year period ending February 15, 2026.
[F4]Represents shares withheld for payment of taxes on vesting of performance-based restricted stock units; not an open market transaction

Signature

/s/ Frederick Williams, Attorney-in-Fact|2026-02-18

1 file