Nelson Mark Wolfe 4

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

AI-generated summary of this filing

Updated Feb 18, 2026

T‑Mobile (TMUS) CLO Mark Wolfe Sells Shares

What Happened

Mark Wolfe, Chief Legal Officer & General Counsel of T‑Mobile (TMUS), received awards and disposed of shares in mid‑February 2026. On Feb 15 he was recorded as acquiring two awards: 19,576 time‑based restricted stock units (RSUs) and 12,287 performance RSUs (the latter vested on Feb 15, 2026). To cover tax obligations, 11,205.357 shares were withheld (not open‑market sales) for a tax value of $2,459,576. He also sold 16,514 shares in open‑market transactions on Feb 17 and Feb 18 for total gross proceeds of $3,639,327. Combined dispositions (withholding + open‑market sales) equal ~27,719 shares with a reported value of ~$6.10M. The awards themselves show $0 purchase price (standard for RSU grants).

Key Details

Transaction dates & prices:
- Feb 15, 2026: Acquired 19,576 RSUs (time‑based) and 12,287 performance RSUs (vested); acquisition price $0.
- Feb 15, 2026: Shares withheld for taxes — 6,948.668 shares and 4,256.689 shares at $219.50 (total tax value $2,459,576).
- Feb 17, 2026: Open‑market sale of 10,240 shares @ $220.80 = $2,260,992 (reported as effected under a Rule 10b5‑1 trading plan adopted Feb 24, 2025).
- Feb 18, 2026: Open‑market sale of 6,274 shares @ $219.69 = $1,378,335.
Total acquired (awarded) on Feb 15: 31,863 shares (19,576 + 12,287).
Total disposed: ~27,719 shares (11,205 withheld + 16,514 sold) for combined reported value ≈ $6.10M.
Net change from these entries: a net increase of ~4,144 shares (31,863 acquired − 27,719 disposed).
Footnotes: F1 = time‑based RSUs under 2023 plan (future vesting schedule); F2/F4 = tax withholding (not open market); F3 = performance RSUs that vested on Feb 15, 2026; F5 = a sale under a Rule 10b5‑1 plan (adopted Feb 24, 2025).
Shares owned after the transactions are not disclosed in the provided filing. No late‑filing flag was indicated in the provided data.

Context

The Feb 15 performance RSUs vested and triggered tax withholding; some of the newly acquired shares were withheld to cover taxes (a routine, non‑market disposal). The separate open‑market sales generated cash proceeds; at least one sale was executed under a pre‑arranged 10b5‑1 plan (routine trading plan). These transactions combine routine tax withholding and planned sales rather than an outright purchased stake—useful for tracking insider liquidity but not necessarily a direct signal of changed conviction.

Form 4

Period: 2026-02-15

Chief Legal Officer & GC

Transactions

Award
Common Stock
[F1]
2026-02-15+19,576→ 83,438.389 total
Tax Payment
Common Stock
[F2]
2026-02-15$219.50/sh−6,948.668$1,525,233→ 76,489.721 total
Award
Common Stock
[F3]
2026-02-15+12,287→ 88,776.721 total
Tax Payment
Common Stock
[F4]
2026-02-15$219.50/sh−4,256.689$934,343→ 84,520.032 total
Sale
Common Stock
[F5]
2026-02-17$220.80/sh−10,240$2,260,992→ 74,280.032 total
Sale
Common Stock
[F5]
2026-02-18$219.69/sh−6,274$1,378,335→ 68,006.032 total

Footnotes (5)

[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 2015 Sprint 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.
[F5]This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 24, 2025.

Signature

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

1 file