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): June 22, 2021

T-MOBILE US, INC.

(Exact Name of Registrant as Specified in 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. ☐

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2021, Letitia Long was appointed to the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”), effective immediately. Ms. Long was selected as a designee of the Nominating and Corporate Governance Committee of the Board (the “Committee”) pursuant to that certain Second Amended and Restated Stockholders’ Agreement, dated June 22, 2020, by and among the Company, Deutsche Telekom AG and SoftBank Group Corp. Ms. Long was also appointed to the Committee, effective immediately. In addition, Ms. Long will serve as the National Security Director of the Company, pursuant to the Company’s national security commitments made in connection with the Company’s merger with Sprint Corporation. Ms. Long is filling the role that was previously held by Stephen Kappes, who resigned from the Board and his role as National Security Director of the Company on April 6, 2021.

In connection with her appointment to the Board, Ms. Long was granted an award of 1,565 restricted stock units under the Company’s 2013 Omnibus Incentive Plan, which will vest on the one-year anniversary of the Company’s 2021 annual stockholders meeting, subject to continued Board service through the vesting date. Ms. Long will also receive cash compensation in accordance with the Company’s non-employee director compensation program.

Item 7.01.         Regulation FD Disclosure

On June 24, 2021, the Company issued a press release announcing the appointment of Ms. Long 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.

Item 9.01.         Financial Statements and Exhibits.

(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.