8-KLeadership Changes

T-Mobile US, Inc. 8-K Report, Executive Changes (Dec 9, 2025)

Filed December 9, 2025For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) has filed an 8-K to announce a significant leadership change, appointing Jonathan A. Freier as Chief Operating Officer (COO) effective December 5, 2025. Mr. Freier, a long-tenured executive with over 25 years in the telecommunications industry and significant experience within T-Mobile, will receive a new compensation package designed to align with his expanded responsibilities. This appointment signals a focus on operational continuity and experienced leadership within the company's executive team. In conjunction with Mr. Freier's appointment, the company also established a new Retirement Program, approved by the Compensation Committee, which will become effective January 1, 2026. This program outlines retirement benefits for officers, with Mark W. Nelson, Chief Legal Officer and General Counsel, being the first to enter into a Retirement Agreement under this new framework. These developments indicate strategic adjustments in executive compensation and retirement planning for key personnel.

Key Highlights

  • 1Jonathan A. Freier appointed Chief Operating Officer (COO) of T-Mobile US, Inc., effective December 5, 2025.
  • 2Mr. Freier has over 25 years of experience in the telecommunications industry, previously serving as President, Consumer Group since September 2021.
  • 3Mr. Freier's new compensation includes an annual base salary of $1,000,000 starting in 2026, with annual target short-term incentives of at least 200% of eligible earnings and long-term incentive awards with a target value of at least $9,000,000.
  • 4Mr. Freier's base salary and LTI target value will be benchmarked against peer officers in 2027 (50th percentile) and subsequent years (60th percentile).
  • 5The Letter Agreement outlines severance benefits for Mr. Freier upon termination without cause or by Mr. Freier for good reason, including salary continuation, pro-rata STI, accelerated vesting of certain LTI awards, and extended benefits.
  • 6T-Mobile established a new Retirement Program, effective January 1, 2026, for officers, outlining retirement benefits upon meeting certain age and service requirements with specified notice.
  • 7Mark W. Nelson, Chief Legal Officer and General Counsel, will participate in the new Retirement Program, with his Retirement Agreement detailing specific benefits upon qualifying retirement.

Frequently Asked Questions

Jonathan A. Freier's appointment as Chief Operating Officer signifies a strengthening of T-Mobile's executive leadership with a seasoned executive who has a deep understanding of the company and the telecommunications industry. His previous role as President of the Consumer Group highlights his operational expertise and strategic contribution, suggesting a focus on driving continued operational excellence and growth under his new role.

Starting in 2026, Mr. Freier will receive a base salary of $1,000,000, an annual target short-term incentive of at least 200% of his earnings, and annual long-term incentive awards with a target value of at least $9,000,000. This compensation will be reviewed and adjusted annually, with his base salary and LTI target value being benchmarked against the 50th percentile of peer executive roles in 2027 and the 60th percentile in subsequent years.

In such termination scenarios, Mr. Freier would be eligible for a severance payment equivalent to two times his then-current base salary plus target STI award, a pro-rata STI for the year of termination, any earned but unpaid prior year STI, accelerated vesting of certain time-based LTI awards, partial vesting of performance-based LTI awards based on actual performance, and continued health/dental benefits for up to 18 months, along with continued mobile service discounts.

The new Retirement Program, effective January 1, 2026, is designed to provide specific retirement benefits to officers who give at least 12 months' notice upon meeting certain age and/or service requirements. Mark W. Nelson, T-Mobile's Chief Legal Officer and General Counsel, is the first officer to enter into a Retirement Agreement under this program, detailing his retirement benefits which include pro-rata STI, continued vesting of LTI awards, and extended health benefits.