2024 BUILT TO LEAD NOTICE OF ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT

DEAR STOCKHOLDERS, In 2023, T-Mobile showed everyone what it looks like to serve customers better than anyone else in our industry with the best network, best value and best experiences. This unique strategy led us to achieve phenomenal customer AND financial results. Again. To record our highest share of industry postpaid phone net adds since the merger — while completing the largest and most successful merger integration in wireless history — is nothing short of amazing! Our solid performance led to industry-leading growth in service revenues and cash flow, which are strong indicators of value creation for our stockholders. We continued to invest in our network by extending our 5G leadership and were recognized by independent experts Ookla and OpenSignal as the best in the country for overall network leadership. Having the broadest, deepest and most advanced 5G network in the U.S. also enabled us to expand our dependable and affordable high-speed internet service. We added 2.1 million High-Speed Internet customers in 2023, another industry best! Our massively successful Phone Freedom Un-carrier move offers customers what they want: the flexibility and freedom to upgrade their devices every two years, or as soon as every year. By focusing on earning customers’ loyalty, we posted our lowest annual postpaid phone churn rate in company history — and have the tools in place to hit the lowest churn in our industry over time. Building on this momentum, we expanded our share in strategically important market segments like Enterprise and Government, smaller markets and rural areas, and top 100 markets. And once again, J.D. Power awarded us top honors for customer service. In addition to our impressive business results, we used our network, resources and scale for good to make a meaningful impact in communities across the country. We’re proud to have connected nearly 6 million students through Project 10Million and our other education initiatives, providing $6.4 billion in products and services in the last few years. And we have provided nearly 800,000 first responders with free unlimited talk, text and smartphone data through our Connecting Heroes commitment, with plans to deepen our investment even further in the years to come. Our unique formula is setting us up for continued growth and innovation as we transform T-Mobile into a deeply data-informed, AI-enabled, digital-first company that gives customers the best possible experience. We’re entering a period of enormous value creation in what promises to be the most exciting chapter ever in the Un-carrier story, and WE WON’T STOP! Sincerely, MIKE SIEVERT President and Chief Executive Officer April 26, 2024

Notice of Annual Meeting of Stockholders

 

		DATE:   June 12, 2024				TIME:   9:00 a.m. PDT				LOCATION:   Online only at www.virtualshareholdermeeting.com/TMUS2024

 

AGENDA:

Record Date: You can vote your shares if you were a stockholder of record at the close of business on April 16, 2024.

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/TMUS2024 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 9:00 a.m. PDT. Online check-in will begin at 8:45 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 12, 2024

The Proxy Statement and Annual Report to Stockholders are available at

https://t-mobile.com/Proxy2024 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 unexpected delays, difficulties, and expenses in executing against our environmental, climate, diversity and inclusion or other “Environmental, Social, and Governance (ESG)” targets, goals and commitments outlined in this document, 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 take advantage of technological developments on a timely basis; 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; challenges in modernizing our existing applications and systems; the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of our merger with Sprint Corporation (“Sprint”) pursuant to a Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement, including the acquisition by DISH Network Corporation (“DISH”) of the prepaid wireless business operated under the Boost Mobile and Sprint prepaid brands (excluding the Assurance brand Lifeline customers and the prepaid wireless customers of Shenandoah Personal Communications Company LLC and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified assets, and the assumption of certain related liabilities (collectively, the “Prepaid Transaction”), the complaint and proposed final judgment agreed to by us, Deutsche Telekom AG (“Deutsche Telekom”), Sprint, SoftBank Group Corp. (“SoftBank”) and DISH with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, as amended on October 23, 2023, the proposed commitments filed with the Secretary of the Federal Communications Commission (“FCC”), which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered into, including, but not limited to, those we have made to certain states and nongovernmental organizations (collectively, the “Government Commitments”), and the challenges in satisfying the Government Commitments in the required time frames and the significant cumulative costs incurred in tracking and monitoring compliance over multiple years; 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; sociopolitical volatility and polarization; our inability to manage the ongoing arrangements entered into in connection with the Prepaid Transaction, and known or unknown liabilities arising in connection therewith; the timing and effects of any future acquisition, divestiture, investment, or merger involving us; any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business; 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; the risk of future material weaknesses we may identify or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage; any changes in regulations or in the regulatory framework under which we operate; laws and regulations relating to the handling of privacy and data protection; 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 Fifth Amended and Restated Certificate of Incorporation; interests of Deutsche Telekom, our controlling stockholder, which may differ from the interests of other stockholders; the dollar amount authorized for our stockholder return program may not be fully utilized, and our share repurchases and dividend payments pursuant thereto may fail to have the desired impact on stockholder value; and future sales of our common stock by Deutsche Telekom and SoftBank and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the FCC. 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 ESG-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 ESG-related 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 ESG 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		28
Proposal 2		Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024		FOR		39

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 2024 Annual Meeting of Stockholders. We first made this Proxy Statement and form of proxy card available to stockholders on or about April 26, 2024.

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”).

Pursuant to that certain Letter Agreement, dated as of February 20, 2020, by and among the Company, Deutsche Telekom and SoftBank, the Company issued 48,751,557 additional shares of T-Mobile common stock to SoftBank on December 28, 2023.

As a result of the Proxy Agreement, as of March 31, 2024, Deutsche Telekom has voting control over approximately 57.9% of the outstanding T-Mobile common stock, including approximately 7.8% 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. 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 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 1.3 million,¹ postpaid net customer additions of 5.7 million, and High Speed Internet net customer additions of 2.1 million in 2023. We ended 2023 with a record high total customers of 119.7 million.

Our customer growth translated into industry-leading financial growth in 2023, enabling us to return $14.0 billion to stockholders through a combination of share repurchases and dividends. In 2023, our Total service revenues were $63.2 billion, Postpaid service revenues were $48.7 billion, Net income was $8.3 billion, Core Adjusted EBITDA was $29.1 billion, Net cash provided by operating activities was $18.6 billion, and Adjusted Free Cash Flow was $13.6 billion.

At the end of 2023, our 5G network covered more than 330 million people (98% of Americans), and our Ultra Capacity 5G covered more than 300 million people nationwide.

Our stock price has increased by 88.3% from April 1, 2020 (the closing date of the Sprint Combination) to December 31, 2023.

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 or pledging of stock

T-Mobile is Committed to Good Corporate Governance

Our corporate governance practices and policies promote the long-term interests of our stockholders, strengthen the accountability of our Board and management and help build public trust.

Our Board has established a boardroom dynamic that encourages meaningful and robust discussions based on each director’s unique and diverse background, resulting in informed decision-making that seeks to maximize stockholder value and promotes stockholder interests. Directors exercise this thorough oversight of decisions regarding the Company’s strategy and outlook. The Board regularly reviews developments in corporate governance and updates its practices and governance materials as it deems necessary and appropriate.

Key Governance Materials

These documents are available under the “Corporate Governance” section of our website at http://investor.t-mobile.com or are included in our filings with the SEC. In addition, our key Privacy Notices are available on our website at https://www.t-mobile.com/privacy-center.

Corporate Governance at T-Mobile

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 14 directors. One of the directors is currently employed by the Company. 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, 2024, over approximately 57.9% of the outstanding shares of our common stock (including approximately 7.8% 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 Stock Market LLC (“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 at T-Mobile

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 at T-Mobile

Annual Board and Committee Evaluations

The Nominating and Corporate Governance Committee oversees the annual Board and committee self-evaluation process. In 2023, 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 together 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 at T-Mobile

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 at T-Mobile

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 2023, the aggregate fees for such services were approximately $316,000. In addition, Mercer provided services to the Company for investment and benefits consulting and retirement plan consulting, which services were approved by management. During 2023, the aggregate fees for such services were approximately $756,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2023, 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 2023 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 at T-Mobile

Corporate Governance at T-Mobile

Corporate Governance at T-Mobile

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, environmental, social, corporate governance (“ESG”) 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, ESG, 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, ESG, 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 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 Senior Vice President, Internal Audit & Risk Management’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 Sustainability Steering Committee

To help drive sustainability outcomes across the business, we maintain a Sustainability Steering Committee that meets quarterly to discuss priority environmental sustainability topics and initiatives. Comprised of a cross-functional group of executives, the committee is responsible for setting the sustainability strategy for the Company, evaluating and approving enterprise-wide goals, and providing oversight, accountability and resource teams for driving progress against strategy. The 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 ESG updates to the Nominating and Corporate Governance Committee.

Corporate Governance at T-Mobile

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.

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 Audit Committee discusses the potential impact of the Company’s risk exposures on the Company’s business, financial results, operations and reputation. The Company’s General Counsel provides periodic reports to the Audit Committee on the Company’s significant litigation matters.

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 at T-Mobile

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.

The Nominating and Corporate Governance Committee, as well as the Board, receive reports from officers with responsibilities for the Company’s data privacy and information and infrastructure security programs, including cybersecurity.

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 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. There were no changes to the Company’s non-employee director compensation program in 2023.

Corporate Governance at T-Mobile

KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

The annual award of time-based restricted stock units (“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 at T-Mobile

2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

During fiscal year 2023, the Company’s non-employee directors received the following compensation for their services:

Director Nomination, Selection and Qualifications

QUALIFICATIONS AND DIVERSITY

T-Mobile understands that diversity, inclusive of gender, race and experience, is a critical attribute of a well-functioning board of directors 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 diverse nature of the business environment in which we operate and the customers we serve. In connection with the Sprint Combination, we adopted an Equity In Action Plan to further advance diversity, equity and inclusion efforts across T-Mobile, including at the Board level.

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 at T-Mobile

Diversity is one of many factors under our director selection guidelines that the Nominating and Corporate Governance Committee considers when evaluating potential director candidates. Our director selection guidelines define diversity broadly to include not just factors such as gender and race, but also factors such as age, ethnic, geographic, cultural and professional diversity. Our director selection guidelines mandate that the skills and backgrounds collectively represented on the Board should reflect the diverse 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, women and minority candidates in the pool from which the committee selects director candidates. Seven of our current 14 directors are women or minorities, and all of our core Board committees are chaired by a woman or diverse director.

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 diversity and the other 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

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

ESG 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

2013

2022

2013

2018

2023

2013

2013

2020

2021

2018

2013

2013

Independence

No

Yes

Yes

No

No

No

Yes

No

No

No

Yes

No

Yes

Yes

Demographics

Age

47

53

70

53

61

59

57

61

58

59

65

54

60

68

Gender

M

M

M

M

M

M

M

M

M

F

F

M

F

M

Asian

✓

✓

African American

✓

Hispanic

✓

Asian and White

✓

White

✓

✓

✓

✓

✓

✓

✓

✓

✓

Corporate Governance at T-Mobile

Board Diversity Matrix (as of March 31, 2024)

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.

Social Impact

Responsible Business Practices

Environmental, Social and Governance Practices

Environmental Sustainability

Social – Investing in Our People and Communities

We are a celebratory, inclusive, and customer-obsessed team of people united in our commitment to change the wireless industry for the better. Our culture begins and ends with our employees — the heart and soul of our company. We know we are a stronger company when every employee feels valued for who they are and equipped to constantly learn, aim high, and offer the best for our customers.

Diversity, Equity, and Inclusion (DE&I)

We come together as one team, made up of people with unique talents, backgrounds and perspectives which enable us to continue to deliver growth and profitability. Our strength comes from investing in a diverse workforce that reflects the communities and customers we serve. We’re committed to finding the right people within and outside of our walls who have what it takes to help us fulfill our mission and take our company to the next level.

The data below provides a snapshot of our workforce, highlighting areas of progress and opportunity. We publish more detailed workforce data in our annual Corporate Responsibility Report and EEO-1 report.

*Data shown above is as of December 31, 2023 for U.S. employees. Percentages are rounded to nearest whole number.

We continue to complete initiatives in support of our Equity In Action Plan, which is our five-year DE&I strategic plan launched in 2020, and in other areas where we see opportunities to make a positive impact. By the end of 2023, we completed 80% of our DE&I-related Promises under the Equity In Action Plan and we expect to achieve the remaining DE&I Promises by 2025.

Some of our recent achievements include:

Environmental, Social and Governance Practices

We have six DE&I Employee Resource Groups and four sub-affinity groups that focus on dimensions of inclusion that are most relevant to our employees and company. These groups are open to all employees of T-Mobile. Currently, we have over 40 local DE&I chapters across the nation that help spearhead volunteer opportunities, events, and meaningful conversation with employees at a local level. Approximately 40% of our employee population participates in one or more of the following Employee Resource Groups (“ERG”): Women and Allies Network, Accessibility Community at T-Mobile, Veterans and Allies Network, Multicultural Alliance, Multigenerational Network, and PRIDE. In 2023, we launched our new Immersive Experiences for ERG members, designed to emphasize development, intersectionality, and support for organizations that are doing good in their community.

We received multiple recognitions from external organizations, including a score of 100% on the 2023-2024 Human Rights Campaign’s Corporate Equality Index and on the Disability:IN 2023 Disability Equality Index, as well as being recognized as a Military Friendly Employer in 2023. While we recognize the importance of DE&I to our long-term value and performance, we also are committed to only considering legally compliant methods for achieving our goals, including our Equity In Action Promises.

Compensation, Wellness and Benefits

Putting people first and treating them right is core to our values and how we operate. That’s why we provide employees with competitive compensation and benefit packages that factor in market data, an employee’s role and experience, job location, and performance, among other things, while also embedding principles and practices of equity from the outset.

T-Mobile offers a comprehensive benefits package that supports our diverse employee base — from frontline to executives to back-office employees — through major life events. This includes:

Career Development, Learning and Training

Career growth and development for our employees is foundational to T-Mobile’s culture and success. We have a range of development programs and resources that we make available to all employees that are designed to build a diverse group of leaders and empower employees to improve their skills and advance their careers. Resources for employees are easily accessible on our Magenta U site, which is our one-stop shop for all things related to career development and learning. The online learning portal provides our employees with access to mentoring, training, videos, books, job search and interview tips, and much more.

By strategically investing in three key areas of career development and learning, we’re helping our people to advance and grow.

Environmental, Social and Governance Practices

T-Mobile is passionate about being an even greater force for good in wireless and the world in which we live. 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.

T-MOBILE FOR GOOD

Access to Connectivity and Bridging the Digital Divide

Ensuring that everyone thrives in our digital world means starting with access to fast, affordable, available, and reliable connectivity. We have rapidly built out the nation’s largest and fastest 5G network — including reaching smaller markets and rural areas — while offering more affordable options to families with limited incomes to support a more connected, digitally equitable future.

For example, we are proud of the impact we’ve been able to make on the digital divide through programs like Project 10Million, our $10.7 billion commitment launched in 2020 to offer free internet and mobile hotspots to eligible student households. We also offer school districts free and heavily subsidized data plans as well as access to affordable laptops and tablets. In collaboration with school districts, community partners like Big Brothers Big Sisters of America, and student families, we’ve connected nearly 6 million students through our education initiatives and provided over $6.4 billion in products and services through the end of 2023.

We’ve continued to expand our network coverage and reached 98% of Americans with 5G by the end of 2023. We have also continued to expand our High-Speed Internet service which provides important new home broadband connectivity options to millions of households, including those in rural communities. To make affordable and reliable connectivity an option for millions of low-income families and individuals across the U.S., T-Mobile offers a range of low-cost plans through our Connect by T-Mobile prepaid plans that feature options starting at $10 per month, as well as our most affordable unlimited talk and text plan for $15 a month.

Environmental, Social and Governance Practices

We also remain committed to helping America’s frontline heroes. Connecting Heroes is T-Mobile’s 10-year commitment to provide free smartphone service and 5G access to state and local nonprofit first-responder agencies across the nation.

Philanthropic Support

Our employees are at the heart of the good we do and serve as champions for their local communities. By empowering employees to support the causes they care most about, we help to create vibrant and resilient communities. In 2012, the Company created the T-Mobile USA Foundation (the “T-Mobile Foundation”) to support charitable activities reflecting the charitable interests of the Company and its employees. For example, through the T-Mobile Foundation Magenta Match program, we match employee donations to charities of their choice and donate ten dollars for every volunteer hour, up to $2,000 per employee per calendar year. In 2023, our employees donated $2.9 million and volunteered over 80,000 hours in their communities.

Disaster Response

Connectivity is crucial when disasters impact our customers and communities. That’s why we take a comprehensive approach to disaster preparation and response. Thanks to our distributed model of warehouses around the country, we can quickly deploy supplies and our emergency management fleet, including satellite enabled vehicles, mobile command centers, Cells on Wheels and Cells on Light Trucks, to impacted areas. Vehicles can be almost anywhere in the U.S. within 12 hours to set up charging stations, WIFI and provide cellular supplies. We also partner closely with national weather forecasters to monitor and predict weather related emergencies. These investments have proven critical, especially as climate related weather events increase. In total, T-Mobile provided $1.7 million in devices, services, and other supplies to support disaster relief efforts in 2023.

Environment – Mobilizing for a Thriving Planet

We know that the long-term vitality and health of people and communities is linked to a thriving planet. That’s why we are committed to investing in initiatives that make our business more resilient and our products and services more sustainable.

An important area of focus at T-Mobile is reducing emissions across our entire business and value chain. By making meaningful changes to how we operate and harnessing the power of our 5G technology solutions, we can play a role in the global transition to a net-zero economy. That’s why we’re proud of our commitment 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 2023, we continued to make progress toward net-zero emissions and have reduced total Scope 1, 2, and 3 emissions by 30% since 2020.

Environmental, Social and Governance Practices

To bolster our net-zero goal, we also signed onto The Climate Pledge, joining a cross-sector community of companies and organizations working together to solve the challenges of cutting global carbon emissions for a sustainable future. We plan to continue to detail our progress through our annual Pathway to Net-Zero Report, Corporate Responsibility Report, and CDP Climate Change disclosures, for which we continued to score at the Leadership Level, receiving an A- on the 2023 assessment.

Sustainable Energy Management

Sustainable energy management is critical to reducing our carbon footprint. This includes investing in energy efficiency measures to conserve energy where possible while also investing in 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 2023, we continued to maintain this position while exploring new renewable energy projects to further diversify our portfolio, including new community solar agreements and on-site renewable generation.

This milestone is complemented by a focus on energy conservation and investments in energy efficiency. In 2023, our energy consumption decreased 11% year-over-year, as we realized efficiencies from ongoing projects and worked to strategically decommission redundant network sites. We have 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 62% by the end of 2023.

Conserving Resources and Reducing Waste

Another important part of reducing our footprint includes conserving the natural resources we use and reducing the waste we generate across our business. We strive to conserve natural resources by repairing and reusing valuable materials, implementing water efficiency measures, and switching to more sustainable alternatives where possible. For the waste we do generate, we work to reuse and recycle as much of it as we can.

We detail supplier expectations in our Responsible Sourcing Policy, including around paper sourcing, plastic sourcing, and water conservation, which are all critical to preserving resources and protecting biodiversity. We also helped develop the CTIA Guidelines for Wireless Device and Accessory Packaging to provide guidance on mitigating the environmental impact from mobile wireless device and accessory packaging. These guidelines were released in 2020 and continue to be a point of engagement with our suppliers.

T-Mobile has an internal e-waste management program to help increase the percentage of network, IT and real estate e-waste that is reused or recycled. We empower our customers to reduce e-waste by offering options to bring in smartphone, tablet, smartwatch, hotspot or IoT items into select stores to be upcycled or recycled for free. In 2023, T-Mobile processed approximately 10 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.

Governance – Doing it the Right Way

No matter how quickly or boldly we move, there is only one way we deliver — by doing things the right way — through ethical conduct and socially and environmentally 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.

Environmental, Social and Governance Practices

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

To support our commitment to doing right by the environment and 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. Training takes place multiple times throughout the year and 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, and 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, including as defined by legal obligations and by industry best practices T-Mobile observes, such as the CTIA Consumer Code of Conduct.

We equip our employees and key contractors with training and knowledge-based resources to help them carry out proper privacy and security practices. This basic training is supplemented by awareness work performed through our Security and Privacy Ambassador Network (“SPAN”), which is comprised of a team of privacy and security experts embedded throughout the Company. SPAN is managed by T-Mobile’s privacy team and is 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 the privacy controls and choices available to our customers and further underscores what they can do to take control of their data security.

Cybersecurity

T-Mobile, like any other company, is not immune to criminal cyberattacks and is continuing to make substantial, multi-year investments in strengthening its cybersecurity program. As the cybersecurity landscape evolves, we continue to make significant investments and upgrades to infrastructure in order to keep our network and digital systems safe. To further build on our cybersecurity oversight framework, the Company has made a concerted effort to continue to improve its cybersecurity risk management, including cybersecurity technology, security protocols, monitoring and response operations, and compliance.

Cybersecurity risk management is a core component of the Company’s governance structure. We utilize the National Institute of Standards and Technology’s Cybersecurity Framework (NIST CSF) as a guide in cyber risk management to identify, assess, and assist the Chief Security Officer in managing cybersecurity risks. Cyber risk management encompasses partnerships among teams that are responsible for cyber governance, prevention, detection, and remediation activities within the Company’s cybersecurity environment. As part of our cybersecurity risk management efforts, we conduct periodic reviews and collaborate with enterprise-wide risk assessments to assess and manage cybersecurity risks. Our cybersecurity team also provides enterprise-wide cybersecurity training for employees to continuously improve our mitigation against human-driven vulnerabilities.

Environmental, Social and Governance Practices

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 framework and strengthening the overall cybersecurity program. This involves upgrading tools and capabilities, which are part of a broader, multi-year strategy to continue to enhance security measures. The Chief Security Officer oversees the cyber 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.

We also engage top-tier external cybersecurity firms, as needed, leveraging their expertise as part of our ongoing effort to evaluate and enhance our cybersecurity program. They help with cyber defense capabilities (including staff enhancement of certain functions) and transformation to mitigate associated threats, reduce risk, enhance our cybersecurity posture, and meet our evolving needs.

T-Mobile is committed to fostering robust, frequent, consistent, and transparent communication with stockholders as part of our commitment to strong corporate governance. 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 ESG matters. This approach allows us to maintain meaningful two-way dialogue that cater to the diverse interests and concerns of our broad investor base.

In 2023, 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 ESG information widely and have integrated such disclosures throughout our Corporate Responsibility Report, Investor Relations website, Annual Report, Proxy Statement, and on the T-Mobile Newsroom.

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