01—Abstract
Summary
Summary of the 8-K filed April 3, 2025. Cited figures are marked; the original filing is the authoritative source.
T-Mobile US, Inc. (TMUS) has filed an 8-K detailing the approval and grant of stock-settled performance-based restricted stock units (PRSUs) to five key executives, effective April 1, 2025.
These awards are designed to incentivize performance based on the company's core adjusted EBITDA over a one-year period, specifically January 1, 2027, to December 31, 2027. The vesting of these PRSUs is contingent upon the executives' continued employment through April 1, 2028, and performance against a pre-determined core adjusted EBITDA target. This structure links executive compensation directly to T-Mobile's financial performance and operational success over a defined future period, aligning executive interests with shareholder value creation.
02—Key points
Key Highlights
- Grant of performance-based restricted stock units (PRSUs) to five senior executives: Mark W. Nelson, Michael J. Katz, Jonathan A. Freier, Callie R. Field, and Ulf Ewaldsson.
- Vesting is tied to T-Mobile's core adjusted EBITDA performance during the 2027 calendar year (January 1, 2027 - December 31, 2027).
- Executives can receive between 80% and 120% of their target PRSU grant, based on performance against core adjusted EBITDA targets.
- Continued employment through April 1, 2028, is required for PRSUs to vest.
- Specific provisions address vesting in cases of termination due to death, disability, workforce reduction, divestiture, termination without cause, or resignation for good reason, including change-in-control scenarios.
- Each vested PRSU will be settled in one share of T-Mobile common stock.
03—Questions
Frequently Asked Questions
What are the key performance metrics for these PRSU grants?
The vesting of these PRSUs is primarily tied to T-Mobile's core adjusted EBITDA performance during the 2027 calendar year. The number of PRSUs that vest will range from 80% to 120% of the target amount, depending on how well the company achieves its core adjusted EBITDA targets for that period.
When will these PRSUs vest?
The PRSUs will vest on April 1, 2028, provided the executive remains employed with T-Mobile through that date. Vesting is also subject to the achievement of specific core adjusted EBITDA targets during the 2027 performance period.
What happens if an executive leaves the company before the vesting date?
The outcome depends on the reason for termination. If an executive terminates due to death or disability, unvested PRSUs will vest at the target level. In cases of termination without cause, resignation for good reason, workforce reduction, or divestiture, a pro-rated number of PRSUs may vest based on actual performance. If termination is for other reasons, the PRSUs are forfeited.
How does a change in control scenario affect these PRSU grants?
If a change in control occurs and the PRSUs are assumed or replaced by the acquiring entity, the number of PRSUs that vest will not be less than the target level, assuming continued employment. If the change in control happens during the performance period, vesting may be based on the greater of target performance or actual performance as of the change in control date, under certain termination conditions.
04—Continue