T-Mobile US, Inc 10-Q for FY2026 Q3

T-Mobile US, Inc. (TMUS)

10-Q 2026-10-28 For: 2026-09-30

Added on October 29, 2026

About this 10-Q

T-Mobile US, Inc filed this 10-Q on October 28, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).

Headline figures

Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $23.58B; up 7.4% from $21.96B a year earlier
Net income: $3.46B; up 27.3% from net income of $2.71B a year earlier
Diluted EPS: $3.22; up 33.6% from $2.41 a year earlier

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Delaware						20-0836269
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



(425)			378-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Class			Shares Outstanding as of October 23, 2026
Common Stock, par value $0.00001 per share			1,059,272,571


PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements	4
		Condensed Consolidated Balance Sheets	4
		Condensed Consolidated Statements of Comprehensive Income	5
		Condensed Consolidated Statements of Cash Flows	6
		Condensed Consolidated Statement of Stockholders’ Equity	7
		Notes to the Condensed Consolidated Financial Statements	10
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
	Item 4.	Controls and Procedures	59


PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	60
	Item 1A.	Risk Factors	60
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
	Item 3.	Defaults Upon Senior Securities	61
	Item 4.	Mine Safety Disclosures	61
	Item 5.	Other Information	62
	Item 6.	Exhibits	63
		Signatures	64


(in millions, except share and per share amounts)	September 30, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	5,620	$	5,598
Accounts receivable, net of allowance for credit losses of $251 and $226	5,012		4,874
Equipment installment plan receivables, net of allowance for credit losses and unamortized discount of $723 and $733	4,530		4,997
Inventory	3,085		2,405
Prepaid expenses	909		1,215
Other current assets	2,686		5,372
Total current assets	21,842		24,461
Property and equipment, net	36,035		38,333
Operating lease right-of-use assets	24,208		25,692
Financing lease right-of-use assets	2,987		2,760
Goodwill	13,665		13,678
Spectrum licenses	99,980		98,032
Other intangible assets, net	3,066		3,843
Equipment installment plan receivables due after one year, net of allowance for credit losses and unamortized discount of $199 and $213	2,457		2,683
Other assets	8,864		9,755
Total assets	$	213,104	$	219,237
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	8,624	$	10,280
Short-term debt	6,343		5,135
Deferred revenue	1,407		1,533
Short-term operating lease liabilities	3,644		3,814
Short-term financing lease liabilities	1,158		1,163
Other current liabilities	2,815		2,575
Total current liabilities	23,991		24,500
Long-term debt	77,323		79,649
Long-term debt to affiliates	—		1,498
Tower obligations	3,419		3,532
Deferred tax liabilities	21,715		19,583
Operating lease liabilities	25,017		26,371
Financing lease liabilities	1,136		1,107
Other long-term liabilities	4,196		3,794
Total long-term liabilities	132,806		135,534
Commitments and contingencies (Note 14)
Stockholders' equity
Common stock, par value $0.00001 per share, 2,000,000,000 shares authorized; 1,280,056,882 and 1,275,774,235 shares issued, 1,062,845,266 and 1,106,930,661 shares outstanding	—		—
Additional paid-in capital	70,089		69,460
Treasury stock, at cost, 217,211,616 and 168,843,574 shares	(40,102)		(30,545)
Accumulated other comprehensive loss	(595)		(848)
Retained earnings	26,915		21,136
Total stockholders' equity	56,307		59,203
Total liabilities and stockholders' equity	$	213,104	$	219,237


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except share and per share amounts)	2026		2025		2026		2025
Revenues
Postpaid revenues	$	16,269	$	14,882	$	47,751	$	42,554
Prepaid revenues	2,427		2,625		7,417		7,911
Wholesale and other service revenues	679		734		2,021		2,139
Total service revenues	19,375		18,241		57,189		52,604
Equipment revenues	3,929		3,465		11,449		10,608
Other revenues	280		251		844		763
Total revenues	23,584		21,957		69,482		63,975
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below	3,007		2,873		9,324		8,192
Cost of equipment sales, exclusive of depreciation and amortization shown separately below	5,444		4,853		15,987		14,310
Selling, general and administrative	6,020		6,015		17,820		16,900

Impairment expense	—		278		—		278
Depreciation and amortization	3,452		3,408		10,703		9,752
Total operating expenses	17,923		17,427		53,834		49,432
Operating income	5,661		4,530		15,648		14,543
Other expense, net
Interest expense, net	(1,031)		(924)		(3,117)		(2,762)
Other expense, net	(90)		(78)		(329)		(135)
Total other expense, net	(1,121)		(1,002)		(3,446)		(2,897)
Income before income taxes	4,540		3,528		12,202		11,646
Income tax expense	(1,085)		(814)		(3,004)		(2,757)
Net income	$	3,455	$	2,714	$	9,198	$	8,889

Net income	$	3,455	$	2,714	$	9,198	$	8,889
Other comprehensive income (loss), net of tax
Reclassification of loss from cash flow hedges, net of tax effect of $18, $16, $52 and $48	52		48		152		141
Gains (losses) on fair value hedges, net of tax effect of $9, $(7), $45 and $(55)	27		(20)		133		(160)
Unrealized gain (loss) on foreign currency translation adjustment, net of tax effect of $1, $0, $1 and $0	1		—		10		(1)

Prior service cost, net of amortization, and amortization of actuarial gain, on pension and other postretirement benefits, net of tax effect of $(13), $0, $(14) and $(1)	(40)		(1)		(42)		(4)

Other comprehensive income (loss)	40		27		253		(24)
Total comprehensive income	$	3,495	$	2,741	$	9,451	$	8,865
Earnings per share
Basic	$	3.23	$	2.42	$	8.49	$	7.84
Diluted	$	3.22	$	2.41	$	8.47	$	7.82
Weighted-average shares outstanding
Basic	1,070,648,134		1,123,754,096		1,084,089,790		1,133,743,367
Diluted	1,071,630,434		1,126,627,708		1,085,476,683		1,136,920,521


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2026		2025		2026		2025
Operating activities

Net income	$	3,455	$	2,714	$	9,198	$	8,889
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	3,452		3,408		10,703		9,752
Stock-based compensation expense	197		227		620		613
Deferred income tax expense	637		797		2,212		2,505
Bad debt expense	437		337		1,261		925
Losses from sales of receivables	15		17		52		58





Impairment expense	—		278		—		278

Changes in operating assets and liabilities
Accounts receivable	(9)		(366)		(669)		(797)
Equipment installment plan receivables	(9)		44		39		133
Inventory	(892)		(537)		(664)		(591)
Operating lease right-of-use assets	969		929		3,130		2,667
Other current and long-term assets	(122)		(322)		(443)		(983)
Accounts payable and accrued liabilities	(421)		890		(1,094)		729
Short- and long-term operating lease liabilities	(979)		(936)		(3,173)		(2,720)
Other current and long-term liabilities	334		(239)		222		(409)
Other, net	277		216		669		247

Net cash provided by operating activities	7,341		7,457		22,063		21,296
Investing activities

Purchases of property and equipment, including capitalized interest of $(7), $(13), $(20) and $(33)	(2,270)		(2,639)		(7,596)		(7,486)
Purchases of spectrum licenses and other intangible assets, including deposits	(324)		(1,590)		(834)		(2,505)
Proceeds from the sale of property, equipment and intangible assets	2,927		18		3,038		2,091


Acquisition of companies, net of cash acquired	—		(2,797)		(1)		(3,523)



Investments in unconsolidated affiliates, net	4		(3,072)		1		(4,055)
Other, net	21		(59)		(151)		371

Net cash provided by (used in) investing activities	358		(10,139)		(5,543)		(15,107)
Financing activities

Proceeds from issuance of long-term debt, net	498		498		6,891		8,266



Repayments of financing lease obligations	(331)		(318)		(995)		(964)

Repayments of long-term debt	(1,367)		(828)		(9,138)		(4,564)

Repurchases of common stock	(2,418)		(2,479)		(9,564)		(7,528)
Dividends on common stock	(1,089)		(987)		(3,310)		(2,986)


Tax withholdings on share-based awards	(86)		(92)		(271)		(394)

Other, net	(55)		(32)		(83)		(80)

Net cash used in financing activities	(4,848)		(4,238)		(16,470)		(8,250)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash	—		—		—		13
Change in cash and cash equivalents, including restricted cash	2,851		(6,920)		50		(2,048)
Cash and cash equivalents, including restricted cash
Beginning of period	3,175		10,585		5,976		5,713
End of period	$	6,026	$	3,665	$	6,026	$	3,665


(in millions, except share and per share amounts)	Common Stock Outstanding	Treasury Stock Outstanding	Treasury Shares at Cost		Par Value and Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders' Equity
Balance as of June 30, 2026	1,074,817,571	203,587,868	$	(37,667)	$	69,879	$	(635)	$	24,688	$	56,265
Net income	—	—	—		—		—		3,455		3,455
Dividends declared ($1.17 per share)	—	—	—		—		—		(1,228)		(1,228)
Other comprehensive income	—	—	—		—		40		—		40
Stock-based compensation	—	—	—		217		—		—		217
Stock issued for employee stock purchase plan	567,538	—	—		78		—		—		78
Issuance of vested restricted stock units	1,554,628	—	—		—		—		—		—
Shares withheld related to net share settlement of stock awards and stock options	(478,388)	—	—		(86)		—		—		(86)
Repurchases of common stock	(13,621,695)	13,621,695	(2,434)		—		—		—		(2,434)

Other, net	5,612	2,053	(1)		1		—		—		—
Balance as of September 30, 2026	1,062,845,266	217,211,616	$	(40,102)	$	70,089	$	(595)	$	26,915	$	56,307

Balance as of December 31, 2025	1,106,930,661	168,843,574	$	(30,545)	$	69,460	$	(848)	$	21,136	$	59,203
Net income	—	—	—		—		—		9,198		9,198
Dividends declared ($3.21 per share)	—	—	—		—		—		(3,419)		(3,419)
Other comprehensive income	—	—	—		—		253		—		253
Stock-based compensation	—	—	—		683		—		—		683
Stock issued for employee stock purchase plan	1,322,243	—	—		213		—		—		213
Issuance of vested restricted stock units	4,254,520	—	—		—		—		—		—
Shares withheld related to net share settlement of stock awards and stock options	(1,340,592)	—	—		(271)		—		—		(271)
Repurchases of common stock	(48,372,465)	48,372,465	(9,555)		—		—		—		(9,555)

Other, net	50,899	(4,423)	(2)		4		—		—		2
Balance as of September 30, 2026	1,062,845,266	217,211,616	$	(40,102)	$	70,089	$	(595)	$	26,915	$	56,307


Note 1	Summary of Significant Accounting Policies	10
Note 2	Business Combinations	11

Note 3	Joint Ventures	14
Note 4	Receivables and Related Allowance for Credit Losses	15
Note 5	Sales of Certain Receivables	17

Note 6	Spectrum License Transactions	19

Note 7	Fair Value Measurements	20
Note 8	Debt	22
Note 9	Tower Obligations	25
Note 10	Revenue from Contracts with Customers	26
Note 11	Segment Reporting	28




Note 12	Stockholder Return Program	28

Note 13	Earnings Per Share	29

Note 14	Commitments and Contingencies	29
Note 15	Restructuring Costs	32
Note 16	Additional Financial Information	34
Note 17	Subsequent Events	35


(in millions)	August 1, 2025
Fair value of cash paid on the UScellular Acquisition Date, as adjusted	$	2,770
Fair value of T-Mobile replacement equity awards attributable to pre-combination service	44
Total fair value of consideration exchanged	$	2,814


(in millions)	February 3, 2025
Cash and cash equivalents	$	42
Accounts receivable	157


Prepaid expense and other current assets	2
Property and equipment	1
Operating lease right-of-use assets	1
Goodwill	341
Other intangible assets	264

Total assets acquired	808
Accounts payable and accrued liabilities	128
Deferred revenue	1
Deferred tax liabilities	59
Operating lease liabilities	2

Total liabilities assumed	190
Total consideration transferred	$	618


	Originated in 2026				Originated in 2025				Originated prior to 2025				Total EIP Receivables, Net of Unamortized Discount
(in millions)	Prime		Subprime		Prime		Subprime		Prime		Subprime		Prime		Subprime		Total
Current - 30 days past due	$	3,589	$	696	$	2,182	$	411	$	247	$	38	$	6,018	$	1,145	$	7,163
31 - 60 days past due	25		23		17		15		3		2		45		40		85
61 - 90 days past due	13		16		12		12		2		1		27		29		56
More than 90 days past due	11		13		11		13		3		2		25		28		53
EIP receivables, net of unamortized discount	$	3,638	$	748	$	2,222	$	451	$	255	$	43	$	6,115	$	1,242	$	7,357


	September 30, 2026						September 30, 2025
(in millions)	Accounts Receivable Allowance		EIP Receivables Allowance		Total		Accounts Receivable Allowance		EIP Receivables Allowance		Total
Allowance for credit losses and unamortized discount, beginning of period	$	226	$	946	$	1,172	$	176	$	814	$	990
Bad debt expense	615		646		1,261		478		447		925
Write-offs	(590)		(656)		(1,246)		(458)		(472)		(930)
Allowance for credit losses for acquired credit deteriorated receivables	—		—		—		10		78		88
Change in unamortized discount on short-term and long-term EIP receivables	N/A		127		127		N/A		100		100
Impact on the unamortized discount from sales of EIP receivables	N/A		(141)		(141)		N/A		(135)		(135)
Allowance for credit losses and unamortized discount, end of period	$	251	$	922	$	1,173	$	206	$	832	$	1,038


(in millions)	Spectrum
Spectrum licenses, beginning of year	$	98,032

Spectrum license acquisitions	2,478

Spectrum licenses transferred to held for sale	(530)


Spectrum licenses, end of period	$	99,980


(in millions)	September 30, 2026		December 31, 2025
Derecognized net service accounts receivable and EIP receivables	$	1,663	$	1,651


Other current liabilities	391		397
of which, recourse guarantee	125		117
Other long-term liabilities	12		13
of which, recourse guarantee	12		13
Net cash proceeds since inception	1,310		1,372
Of which:
Change in net cash proceeds during the year-to-date period	(62)		(96)
Net cash proceeds funded by reinvested collections	1,372		1,468


(in millions)	Level within the Fair Value Hierarchy	September 30, 2026				December 31, 2025
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Senior Notes to third parties	1	$	69,738	$	60,959	$	74,575	$	70,517
Senior Notes to third parties (EUR-denominated)	2	8,183		7,669		5,551		5,460
Senior Notes to affiliates	2	—		—		1,498		1,500
Senior Secured Notes to third parties	1	559		551		844		835
ABS Notes to third parties	2	2,493		2,487		1,995		2,017
Borrowings related to ECA Facilities and MRFA	2	2,693		2,746		1,819		1,876


(in millions)	Principal Issuances		Discounts and Issuance Costs		Net Proceeds from Issuance of Debt		Issue Date
5.000% Senior Notes due 2036	$	1,150	$	(8)	$	1,142	January 12, 2026
5.850% Senior Notes due 2056	850		(8)		842		January 12, 2026
3.200% Senior Notes due 2032 (EUR-denominated)	881		(5)		876		February 19, 2026
3.625% Senior Notes due 2035 (EUR-denominated)	881		(5)		876		February 19, 2026
3.900% Senior Notes due 2038 (EUR-denominated)	1,175		(12)		1,163		February 19, 2026
Total of Senior Notes issued	4,937		(38)		4,899
4.250% Class A Senior ABS Notes due 2030	500		(2)		498		March 20, 2026
4.740% Class A Senior ABS Notes due 2031	500		(2)		498		August 14, 2026
Total of ABS Notes issued	1,000		(4)		996


4.557% MRFA due 2027	1,000		(4)		996		February 5, 2026
Total borrowings	1,000		(4)		996
Total issuances and borrowings	$	6,937	$	(46)	$	6,891


(in millions)	Principal Amount		Write-off of Premium, Discount, Fees and Repurchase Gains / Losses (1)		Redemption, Repayment or Repurchase Date	Redemption or Repurchase Price
4.750% Senior Notes due 2028	$	1,500	$	3	February 1, 2026	100		%
4.750% Senior Notes to affiliates due 2028	1,500		2		February 1, 2026	100		%
1.500% Senior Notes due 2026	1,000		—		February 15, 2026	N/A
2.250% Senior Notes due 2026	1,800		—		February 15, 2026	N/A
5.050% Class A Senior ABS Notes due 2029	500		—		March 20, 2026	100		%
2.625% Senior Notes due 2026	1,200		—		April 15, 2026	N/A
Total redemptions	7,500		5

ECA Facility due March 2036	87		—		Various	N/A
5.152% Series 2018-1 A-2 Notes due 2028	275		—		Various	N/A
ECA Facility due November 2036	44		—		Various	N/A
Total repayments	406		—

Open market repurchases of our various Senior Notes (2)	1,259		(26)		Various	$	1,249
Total repurchases	1,259		(26)
Total redemptions, repayments and repurchases	$	9,165	$	(21)


(in millions)	December 31, 2025		Proceeds from Issuances and Borrowings		Redemptions, Repayments, and Repurchases (1)		Reclassifications (1)		Other (2)		September 30, 2026
Short-term debt	$	5,135	$	—	$	(4,962)	$	6,167	$	3	$	6,343
Long-term debt	79,649		6,891		(2,715)		(6,167)		(335)		77,323
Total debt to third parties	84,784		6,891		(7,677)		—		(332)		83,666

Long-term debt to affiliates	1,498		—		(1,498)		—		—		—
Total debt	$	86,282	$	6,891	$	(9,175)	$	—	$	(332)	$	83,666


(in millions)	Expected Maturities
2026	$	136
2027	1,008
2028	985
2029	371
Total	$	2,500


(in millions)	Contract Assets		Contract Liabilities

Balance as of December 31, 2025	$	1,307	$	1,653
Balance as of September 30, 2026	1,449		1,457

Change	$	142	$	(196)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except shares and per share amounts)	2026		2025		2026		2025
Net income	$	3,455	$	2,714	$	9,198	$	8,889

Weighted-average shares outstanding – basic (1)	1,070,648,134		1,123,754,096		1,084,089,790		1,133,743,367
Effect of dilutive securities:
Outstanding stock options and unvested stock awards (1)	982,300		2,873,612		1,386,893		3,177,154

Weighted-average shares outstanding – diluted	1,071,630,434		1,126,627,708		1,085,476,683		1,136,920,521

Earnings per share – basic	$	3.23	$	2.42	$	8.49	$	7.84
Earnings per share – diluted	$	3.22	$	2.41	$	8.47	$	7.82

Potentially dilutive securities:
Outstanding stock options and unvested stock awards	4,522,299		2,630,711		3,938,203		1,588,901



(in millions)	Three Months Ended September 30, 2026		Nine Months Ended September 30, 2026		Incurred to Date
Contract termination costs	$	19	$	111	$	143
Severance costs	9		66		129
Network decommissioning	11		37		53
Total restructuring plan expenses	$	39	$	214	$	325


(in millions)	December 31, 2025		Expenses Incurred		Cash Payments		September 30, 2026
Contract termination costs	$	31	$	111	$	(99)	$	43
Severance costs	59		66		(70)		55
Network decommissioning	1		37		(36)		2
Total	$	91	$	214	$	(205)	$	100


(in millions)	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2026		2025		$		%		2026		2025			$		%
UScellular merger-related costs
Cost of services, exclusive of depreciation and amortization	$	22	$	7	$	15	214	%	$	410	$	7		$	403	NM
Cost of equipment sales, exclusive of depreciation and amortization	2		2		—		—	%	39		2			37		NM
Selling, general and administrative	105		64		41		64	%	268		111			157		141	%
Depreciation and amortization	—		—		—		NM		242		—			242		NM
Total UScellular merger-related costs	$	129	$	73	$	56	77	%	$	959	$	120		$	839	699	%

Net cash payments for UScellular merger-related costs	$	164	$	42	$	122	290	%	$	420	$	82		$	338	412	%


	Three Months Ended September 30, 2026		Nine Months Ended September 30, 2026
(in millions)
Network Restructuring Initiative
Cost of services, exclusive of depreciation and amortization	$	38	$	166
Depreciation and amortization	8		79
Total Network Restructuring Initiative costs	$	46	$	245


(in millions)	Nine Months Ended September 30, 2026		Year Ended December 31, 2025

Total revenues	$	510	$	839
Operating loss	(3,280)		(4,437)
Net loss	(7,791)		(8,935)
Revenue from non-guarantors	511		836
Operating expenses from non-guarantors	1,718		2,296
Other expense, net, to non-guarantors	(137)		(164)


	As of September 30,		Change
(in thousands)	2026	2025	#	%

Postpaid accounts (1) (2) (3) (4) (5)	34,974	33,979	995	3	%


(in dollars)	Three Months Ended September 30,				Change				Nine Months Ended September 30,					Change
	2026		2025		$		%		2026		2025		$			%





Postpaid ARPA	$	155.73	$	149.44	$	6.29	4	%	$	153.53	$	148.54		$	4.99		3	%


(in millions, except share and per share amounts)	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1)
July 1, 2026 - July 31, 2026	3,892,974	$	181.82	3,892,974	$	8,228
August 1, 2026 - August 31, 2026	4,676,321	179.28		4,676,321	7,390
September 1, 2026 - September 30, 2026	5,052,400	172.01		5,052,400	5,432
Total	13,621,695			13,621,695





*						Indicates a management contract or compensatory plan or arrangement.
**						Furnished herein.


						T-MOBILE US, INC.

October 28, 2026						/s/ Peter Osvaldik
						Peter Osvaldik
						Chief Financial Officer
						(Principal Financial Officer and Authorized Signatory)


TERM			Your employment with the Company under this Offer Letter will commence on or around September 1, 2026 (the actual date on which your employment starts, the “Effective Date”). Your employment will be “at will” and not for a specified period of time, meaning that it may be terminated by you or the Company, for any reason or for no reason whatsoever, with or without notice and with or without cause (the period of your employment with the Company under this Offer Letter, the “Term”). The at-will nature of your employment relationship cannot be changed other than by a written agreement signed by you and a duly authorized Company officer.

POSITION			During the Term, you will initially serve as the Chief Financial Officer Designate of the Company, reporting to the Company’s Chief Executive Officer. Within thirty (30) days after the Company files its Annual Report on Form 10-K for calendar year 2026, it is expected that you will commence service as the Company’s Chief Financial Officer, reporting to the Company’s Chief Executive Officer (the “Appointment”). You will have such duties and authority as are commensurate with your position and you will perform such duties commensurate with such position as the Company may from time-to-time assign. You will devote your full professional time, attention and energies to the business of the Company. Your position will be based in Bellevue, Washington.

BENEFITS			During the Term, you will be eligible to participate in the employee benefit plans maintained by the Company from time to time for the benefit of its similarly-situated executives (which currently include a defined contribution 401(k) plan and medical, dental, vision and life insurance programs), to the same extent and on the same terms as apply to the Company’s similarly-situated executives generally. The Company regularly reviews its benefits and incentive programs and may change or terminate them in the Company’s sole discretion.

COMPENSATION			During the Term, your compensation will be as follows:

			Salary:

			•During the Term, you will receive an annual base salary (the “Base Salary”) of no less than $975,000 (pro-rated for any partial year of employment), payable in accordance with the Company’s standard payroll practices (but no less often than monthly).


			Short-Term Incentive (“STI”):

			•For each calendar year commencing during the Term (commencing with calendar year 2026), you will be eligible to earn an annual STI award targeted at no less than 200% of your eligible earnings during such calendar year (“Target STI”). •STI awards will be based on the achievement of Company goals as determined by the Compensation Committee of the Company’s Board of Directors or the Section 16 Subcommittee thereof (collectively, the “Committee”). Any STI award earned with respect to calendar year 2026 shall be pro-rated based on the portion of the calendar year during which you were employed by the Company.

			Long-Term Incentive (“LTI”):

			•For each calendar year commencing during the Term (commencing with calendar year 2027), you will be eligible for annual grants of LTI awards. Your annual LTI awards will be awarded as and when annual LTI awards are approved by the Committee or its designee for the applicable calendar year and, subject to approval by the Committee or such designee, are expected to have an annual aggregate grant-date target value (as determined by the Committee or such designee) of no less than $9,525,000. •LTI awards will be made in such form and on such terms as the Committee or its designee may determine. Each LTI award will be subject to the terms and conditions of the Company’s 2023 Incentive Award Plan (as amended or superseded from time to time, the “Plan”) and an award agreement prescribed by the Company, which shall evidence the grant of the LTI award. •Notwithstanding anything to the contrary herein or in any other agreement between you and the Company, no LTI awards shall be granted to you following the date on which either you or the Company provides notice of the termination of your employment with the Company for any reason and ending on the date on which your employment terminates.

			Sign-On Bonus:
			•You will receive a one-time sign-on bonus in an amount equal to $1,000,000 (the “Sign-On Bonus”), payable in cash in a single lump sum amount as soon as administratively practicable (but in no event more than sixty (60) days) after the Effective Date, subject to and conditioned upon your continued employment through the payment date. •In the event that your employment with the Company is terminated by the Company for Cause or by you without Good Reason, in either case, prior to the twelve (12)-month anniversary of the Effective Date, you acknowledge and agree that you shall be required to repay to the Company a portion of the Sign-On Bonus equal to (i) the after-tax amount of the Sign-On Bonus, multiplied by (ii) a fraction, the numerator of which is equal to the number of days remaining between the date of such termination and the twelve (12)-month anniversary of the Effective Date and the denominator of which is equal to 365, no later than thirty (30) business days following written demand by the Company therefor.

			Sign-On Awards:


			•On or within thirty (30) days following the Effective Date (subject to your continued employment through the grant date), the Company will grant to you, under the Plan, one-time LTI awards (the “Sign-On LTI Awards”) with an aggregate target grant-date value (taking into account PRSUs (as defined below) at target level) equal to $9,525,000. The actual number of shares of Company common stock subject to the Sign-On LTI Awards will be determined by dividing such value by the average closing price of the Company’s common stock over the thirty (30) calendar day period ending five (5) business days prior to the grant date, rounded up to the nearest whole share. •The aggregate target value of the Sign-On LTI Awards shall be granted two-thirds (2/3rds) (i.e., $6,350,000) the form of time-based restricted stock units (“RSUs”) and one-third (1/3rd) (i.e., $3,175,000) in the form of performance-based restricted stock units (“PRSUs”), and the Sign-On LTI Awards shall be subject to the same vesting schedules and other terms and conditions (including, without limitation, performance goals) applicable to the awards of RSUs and PRSUs granted to members of the Company’s executive leadership team on February 15, 2026. Each Sign-On LTI Award shall be subject to the terms and conditions of the Plan and an award agreement which will evidence the grant of the Sign-On LTI Award.

TERMINATION			Your employment with the Company may be terminated at any time (i) by the Company with or without Cause or due to you becoming disabled or (ii) by you for or without Good Reason. Your employment with the Company will automatically terminate upon your death.

SEVERANCE			If your employment is terminated (i) by the Company without Cause (and other than due to your death or you becoming disabled), or (ii) by you for Good Reason, in either case, during the Term, then, subject to the satisfaction of the requirements described in the paragraph immediately following subsection (f) below, you will receive the following payments and benefits from the Company:

			(a) An amount equal to two (2) times the sum of (i) your then-current Base Salary plus (ii) your then-current target STI award, payable in a single lump-sum amount within seventy-four (74) days following the date of such termination of employment (the “Termination Date”);

			(b) A pro-rata STI award for the calendar year in which the Termination Date occurs, based on the number of days in such calendar year through the Termination Date divided by 365 (or 366, as applicable) and based on actual performance results for such calendar year, payable no later than March 15th of the calendar year following the calendar year in which your employment terminates;

			(c) Any earned, unpaid STI award for the calendar year ending immediately prior to the calendar year in which the Termination Date occurs, payable in a single lump-sum amount within seventy-four (74) days following the Termination Date;


			(d) For any outstanding LTI award that is not subject to any performance vesting condition as of the Termination Date (including, to the extent then-outstanding and unvested, your Sign-on LTI Award of RSUs) (each, a “Time-Based Award”) upon your Termination Date, you will vest in that number of shares or units (as applicable) subject to such Time-Based Award that would otherwise vest on the next scheduled vesting date to occur following such termination. Any portion of a Time-Based Award that is unvested as of the Termination Date (after taking into account the accelerated vesting in the preceding sentence) shall be immediately canceled as of the Termination Date;

			(e) For any outstanding LTI award that is subject to any performance vesting condition as of the Termination Date (including, to the extent then-outstanding and unvested, your Sign-on LTI Awards of PRSUs) (each, a “Performance Award”), such Performance Award will remain outstanding through the conclusion of the applicable performance period and, subject to and conditioned upon the satisfaction of the applicable performance conditions, will vest based on the level of achievement of such performance conditions during the performance period, and the actual number of shares or units (as applicable) subject to such Performance Award that will become earned and vested upon or following the conclusion of the performance period (an “Earned Award”) shall be equal to the product of (i) the total number of shares or units (as applicable) subject to the award that would, absent your termination, otherwise become earned and vested based on the level of achievement of the applicable performance conditions during such performance period and (ii) a fraction, the numerator of which is the number of days from the applicable grant date to the Termination Date and the denominator of which is the number of days from the grant date to the applicable vesting date of the Earned Award. Any Earned Award (or portion thereof) shall be payable following the performance period at the same time as such Performance Award would otherwise be payable to you under the applicable award agreement had your employment not terminated (unless subject to any deferral of earned and vested awards elected by you in accordance with the terms of the applicable LTI award agreement(s), in which case such deferral shall dictate payment timing). Any portion of a Performance Award that does not become an Earned Award shall be immediately canceled as of the end of the applicable performance period; and

			(f) During the period commencing on the Termination Date and ending on the earlier of the end of the twelfth (12th) full calendar month following the Termination Date or the date on which you become eligible for coverage under a subsequent employer’s group medical and dental plans (in either case, the “COBRA Period”), subject to your valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, the Company will continue to provide to you and your dependents, at the Company’s sole cost, coverage under its group medical and dental plans at the same levels in effect on the Termination Date; provided, however, that if (i) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), (ii) the Company is otherwise unable to continue to cover you or your dependents under its group health plans, or (iii) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to the dollar value of the balance of the Company’s subsidy shall thereafter be paid to you in substantially equal, then-currently-taxable monthly installments over the COBRA Period (or remaining portion thereof).



			As a condition to your receipt of any severance payments and benefits described above, (i) you must execute and deliver to the Company a release of all claims in a form determined solely by the Company (the “Release”), and such Release must become fully effective (including, without limitation, the expiration of any revocation period), no later than sixty (60) days following the Termination Date, and (ii) you must continue to comply with the terms and conditions of the Restrictive Covenant Agreement (as defined below).

			For the avoidance of doubt, if your employment terminates due to a Qualifying Retirement (as defined in the Retirement Benefits Letter Agreement to be entered into by you and the Company in connection with the Appointment (the “Retirement Agreement”)) after your Appointment, you will be eligible to receive the payments and benefits set forth and described in such Retirement Agreement (in lieu of the severance payments and benefits described in this Offer Letter), subject to the terms and conditions of the Retirement Agreement

DEATH; DISABILITY			If your employment terminates due to your death or due to a termination by the Company due to your Disability (as that term is defined in the Plan), in either case, during the Term, then, subject to the satisfaction of the requirements described in the paragraph immediately following subsection (c) below, you (or your estate, as applicable) will receive the following payments and benefits from the Company: (a) The Target STI award for the calendar year in which the Termination Date occurs, payable no later than seventy-four (74) days following the Termination Date; (b) Any earned, unpaid STI award for the calendar year ending immediately prior to the calendar year in which the Termination Date occurs, payable in a single lump-sum amount within seventy-four (74) days following the Termination Date; and (c) Vesting of any LTI awards that are outstanding as of the Termination Date shall be determined under and in accordance with the terms of the Plan and applicable award agreement, which terms shall be no less favorable than applicable to all other “executive officers” of the Company (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934). As a condition to your (or your estate’s) receipt of any payments and benefits described above, (i) you (or your estate, as applicable) must execute and deliver to the Company the Release and such Release must become fully effective (including, without limitation, the expiration of any revocation period), no later than sixty (60) days following the Termination Date, and (ii) if applicable, you must continue to comply with the terms and conditions of the Restrictive Covenant Agreement.


RESTRICTIVE COVENANTS			Concurrently with the execution of this Offer Letter, you acknowledge and agree that you and the Company are entering into the Company’s standard restrictive covenant and confidentiality agreement (the “Restrictive Covenant Agreement”), and that you will be subject to and remain bound by the terms and conditions of such Restrictive Covenant Agreement. Notwithstanding any provision of the Restrictive Covenant Agreement to the contrary, you understand that nothing contained herein or in the Restrictive Covenant Agreement is intended to or will prohibit you from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any federal, state or local governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, without advance notice to the Company and without having to obtain the Company’s prior authorization; (ii) communicating directly with, cooperating with, or providing information (including trade secrets) to, or receiving financial awards from, any federal, state or local government agency (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice, the U.S. Equal Employment Opportunity Commission or the U.S. National Labor Relations Board), and you shall not be required to notify the Company of any such communications; (iii) exercising any rights you may have under Section 7 of the U.S. National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions; (iv) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that you have reason to believe is unlawful; and (v) engaging in any activity protected by applicable federal, state or local whistleblower protection laws. Notwithstanding any provision of the Restrictive Covenant Agreement to the contrary, you understand that pursuant to 18 USC Section 1833(b), (1) you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (2) if you file a lawsuit for retaliation by an employer for reporting a suspected violation of law, you may disclose a trade secret to your attorney and use the trade secret information in the court proceeding, if you (A) file any document containing the trade secret under seal; and (B) do not disclose a trade secret, except pursuant to court order.

EMPLOYMENT RESTRICTION			You represent and warrant that you have provided to the Company complete and accurate copies of all agreements containing restrictive covenants to which you are bound as of the date on which you execute this Offer Letter (including, without limitation, any non-competition, non-solicitation, confidentiality or similar agreements), and that you have not withheld any information regarding any such restrictions that could impair your commencement of (or, following the Effective Date, continued) employment with the Company.