Nelson Mark Wolfe 4

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.