UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 18, 2023

T-MOBILE US, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (425) 378-4000

(Former name or former address, if changed since last report):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On July 18, 2023, James J. Kavanaugh was elected to the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”), effective immediately. Mr. Kavanaugh was selected as a designee of Deutsche Telekom AG (“Deutsche Telekom”) pursuant to that certain Second Amended and Restated Stockholders’ Agreement, dated June 22, 2020, by and among the Company, Deutsche Telekom and SoftBank Group Corp. Mr. Kavanaugh was also appointed to the Audit Committee of the Board (the “Audit Committee”), effective on August 1, 2023, replacing Mr. Kelvin Westbrook who has served on the Audit Committee since June 16, 2023.

In connection with his election to the Board, Mr. Kavanaugh was granted an award of 1,582 restricted stock units under the Company’s 2023 Incentive Award Plan, which will vest on the one-year anniversary of the Company’s 2023 annual stockholders meeting, subject to continued Board service through the vesting date. Mr. Kavanaugh will also receive cash compensation in accordance with the Company’s non-employee director compensation program.

On July 20, 2023, the Company issued a press release announcing the appointment of Mr. Kavanaugh to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.