10-K
T-Mobile US, Inc. (TMUS)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-33409
T-MOBILE US, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-0836269 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
12920 SE 38th Street
Bellevue, Washington
(Address of principal executive offices)
98006-1350
(Zip Code)
| (425) | 378-4000 | |
|---|---|---|
| (Registrant’s telephone number, including area code) | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common Stock, par value $0.00001 per share | TMUS | The NASDAQ Stock Market LLC |
| 3.550% Senior Notes due 2029 | TMUS29 | The NASDAQ Stock Market LLC |
| 3.700% Senior Notes due 2032 | TMUS32 | The NASDAQ Stock Market LLC |
| 3.150% Senior Notes due 2032 | TMUS32A | The NASDAQ Stock Market LLC |
| 3.850% Senior Notes due 2036 | TMUS36 | The NASDAQ Stock Market LLC |
| 3.500% Senior Notes due 2037 | TMUS37 | The NASDAQ Stock Market LLC |
| 3.800% Senior Notes due 2045 | TMUS45 | The NASDAQ Stock Market LLC |
| 6.250% Senior Notes due 2069 | TMUSL | The NASDAQ Stock Market LLC |
| 5.500% Senior Notes due March 2070 | TMUSZ | The NASDAQ Stock Market LLC |
| 5.500% Senior Notes due June 2070 | TMUSI | The NASDAQ Stock Market LLC |
| Securities registered pursuant to Section 12(g) of the Act: None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $112.4 billion based on the closing sale price as reported on the NASDAQ Global Select Market. As of February 6, 2026, there were 1,101,862,739 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K will be incorporated by reference from certain portions of the definitive Proxy Statement for the Registrant’s 2026 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A or will be included in an amendment to this Report.
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T-Mobile US, Inc.
Form 10-K
For the Year Ended December 31, 2025
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| PART I. | |||
|---|---|---|---|
| Item 1. | Business | 6 | |
| Item 1A. | Risk Factors | 12 | |
| Item 1B. | Unresolved Staff Comments | 25 | |
| Item 1C. | Cybersecurity | 25 | |
| Item 2. | Properties | 27 | |
| Item 3. | Legal Proceedings | 27 | |
| Item 4. | Mine Safety Disclosures | 27 | |
| PART II. | |||
| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 28 | |
| Item 6. | [Reserved] | 29 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 55 | |
| Item 8. | Financial Statements and Supplementary Data | 56 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 119 | |
| Item 9A. | Controls and Procedures | 119 | |
| Item 9B. | Other Information | 120 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 120 | |
| PART III. | |||
| Item 10. | Directors, Executive Officers and Corporate Governance | 121 | |
| Item 11. | Executive Compensation | 121 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 121 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 121 | |
| Item 14. | Principal Accountant Fees and Services | 121 | |
| PART IV. | |||
| Item 15. | Exhibits and Financial Statement Schedules | 121 | |
| Item 16. | Form 10-K Summary | 122 | |
| Index to Exhibits | 123 | ||
| Signatures | 137 |
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Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K (“Form 10-K”) of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The following important factors, along with the Risk Factors included in Part I, Item 1A of this Form 10-K, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:
•competition, industry consolidation and changes in the market for wireless communications services and other forms of connectivity;
•cyberattacks, disruptions, data loss or other security breaches;
•our inability to adopt and deploy network technologies in a timely and effective manner;
•our inability to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies;
•our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture;
•system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems;
•the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use;
•the timing and effects of any pending and future acquisition, investment, joint venture, merger, or divestiture involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions;
•adverse economic, political or market conditions in the U.S. and international markets, including changes resulting from increases in inflation or interest rates, tariffs and trade restrictions, supply chain disruptions, fluctuations in global currencies, immigration policies, and impacts of geopolitical instability, such as the Ukraine-Russia, Iran-Israel and Israel-Hamas wars and further escalations thereof;
•operational delays, higher procurement and operational costs, and increased regulatory and compliance complexities, for example, as a result of changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade;
•our inability to successfully deliver new products and services;
•any failure or inability of our third parties (including key suppliers) to provide products or services for the operation of our business;
•sociopolitical volatility and polarization and risks related to environmental, social and governance matters;
•our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms;
•changes in the credit market conditions, credit rating downgrades or an inability to access debt markets;
•our inability to maintain effective internal control over financial reporting;
•compliance with the current regulatory framework, including our national security obligations, and any changes in regulations or in the regulatory framework under which we operate;
•laws and regulations relating to the handling of privacy, data protection and artificial intelligence (“AI”);
•unfavorable outcomes of and increased costs from existing or future regulatory or legal proceedings;
•difficulties in protecting our intellectual property rights or if we infringe on the intellectual property rights of others;
•our offering of regulated financial services products and exposure to a wide variety of state and federal regulations;
•new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations;
•our wireless licenses, including those controlled through leasing agreements, are subject to renewal and may be revoked;
•our exclusive forum provision as provided in our Certificate of Incorporation;
•interests of Deutsche Telekom AG (“DT”), our controlling stockholder, which may differ from the interests of other stockholders;
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•our current and future stockholder return programs may not be fully utilized, and our share repurchases and dividend payments pursuant thereto may fail to have the desired impact on stockholder value; and
•future sales of our common stock by DT and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the Federal Communications Commission (“FCC”).
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.
In addition, historical, current, and forward-looking environmental sustainability related statements may be based on standards for measuring progress that are still developing and internal controls and processes that continue to evolve. These initiatives are subject to additional risks and uncertainties, including regarding the evolving nature of data availability, quality, and assessment; related methodological concerns; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third parties to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions. For example, we note that standards and expectations regarding greenhouse gas (“GHG”) accounting and the processes for measuring and counting GHG emissions and GHG emission reductions are evolving, and it is possible that our approaches both to measuring our emissions and to reducing emissions and measuring those reductions may be, either currently by some stakeholders or at some point in the future, considered inconsistent with common or best practices with respect to measuring and accounting for such matters, and reducing overall emissions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. Additionally, we may provide information that is not necessarily material for SEC reporting purposes but that is informed by various other standards and frameworks (including standards for the measurement of underlying data), internal controls, and assumptions or third-party information that are still evolving and subject to change. Our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.
Investors and others should note that we announce material information to our investors using our investor relations website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news), press releases, SEC filings and public conference calls and webcasts. We intend to also use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR X account (https://x.com/TMobileIR), the @SriniGopalan X account (https://x.com/SriniGopalan) and our CEO’s LinkedIn account (https://www.linkedin.com/in/srini-gopalan/), both of which Mr. Gopalan also uses as a means for personal communications and observations, and the @TMobileCFO X account (https://x.com/tmobilecfo) and our Chief Financial Officer’s LinkedIn account (https://www.linkedin.com/in/peter-osvaldik-3887394), both of which Mr. Osvaldik also uses as a means for personal communication and observations). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.
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PART I.
Item 1. Business
Business Overview and Strategy
Un-carrier Strategy
As America’s supercharged Un-carrier, we have disrupted the telecommunications industry by actively engaging with and listening to our customers and focusing on eliminating their pain points. Our customers benefit from what we believe is an unmatched combination of the best value and best network, alongside an unwavering focus on offering them the best possible service experience and an undisputable drive for disruptive innovation in wireless and beyond. This includes providing added value and what we believe is an exceptional experience while implementing signature Un-carrier initiatives that have changed the industry. We ended annual service contracts, overages, unpredictable international roaming fees and data buckets, among other things. We are inspired by a relentless focus on customer experience, consistently delivering award-winning customer experience, which drives our customer satisfaction levels while enabling operational efficiencies.
With what we believe is America’s best network, with the largest, fastest, most awarded and most advanced 5G network, the Un-carrier strives to offer customers unrivaled coverage and capacity where they live, work and travel. We believe our network is the foundation of our success and powers everything we do. Our dense and multi-layer network provides an unmatched 5G and overall network experience to our customers, which consists of our foundational layer of low-band, mid-band and millimeter-wave (“mmWave”) spectrum licenses (see “Spectrum Position” below). This multilayer portfolio of spectrum broadens and deepens our nationwide 5G network, enabling accelerated innovation and increased competition in the U.S. wireless telecommunications industry.
We continue to expand the footprint and improve the quality of our network, enabling us to provide what we believe are outstanding wireless experiences for customers who should not have to compromise on quality and value. Our network allows us to deliver new, innovative products and services, such as our 5G broadband fixed wireless product, with the same customer experience focus and industry-disrupting mindset that we have adopted in our journey to redefine wireless communications services in the United States in the customers’ favor.
As part of our relentless, customer-first focus, we are transforming into an AI-enabled, data-informed, digital-first organization to continue delivering differentiated experiences to our customers. Leveraging the latest AI technology and digital capabilities, we are pioneering new approaches to serving customers with a platform to better anticipate and proactively solve their issues, offering personalized self-service options and taking authorized actions on their behalf, while simultaneously creating large-format customer experience stores for customers looking for an immersive experience. Our comprehensive T-Life app is radically simplifying customer experiences with upgrades, add-a-line, and switching transactions all available at customers’ fingertips, allowing customers and prospects to transact with us wherever and whenever they want.
Our Operations
As of December 31, 2025, we provide wireless communications and broadband services to 142.4 million postpaid and prepaid customers and generate revenue by providing affordable wireless communications and broadband services to these customers, as well as a wide selection of wireless devices and accessories. We also provide wholesale wireless services to various partners, who then offer the services for sale to their customers. Our most significant expenses relate to operating and expanding our network, providing a full range of devices, acquiring and retaining high-quality customers and compensating employees. We provide services, devices and accessories across our flagship brands, T-Mobile, Metro by T-Mobile and Mint Mobile, through our T-Mobile and Metro by T-Mobile owned and operated retail stores, as well as through our websites (www.t-mobile.com, www.metrobyt-mobile.com and www.mintmobile.com), T-Mobile, Metro by T-Mobile and Mint Mobile apps, customer care channels and through national retailers. In addition, we sell devices to dealers and other third-party distributors for resale through independent third-party retail outlets and a variety of third-party websites. The information on our websites is not part of this Form 10-K. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.
Services and Products
We provide wireless communications and broadband services through a variety of service plan options. We also offer for sale to customers a wide selection of wireless devices, including smartphones, wearables, tablets, 5G broadband gateways and other mobile communication devices that are manufactured by various suppliers.
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We offer a full suite of service plans that provide customers with the features that meet their lifestyle and daily needs. Our most popular current service plan offerings are our premium Experience plans, including Experience More and Experience Beyond, which include unlimited talk, text and data on our network, 5G access at no extra cost, scam protection features, popular streaming subscriptions, in-flight Wi-Fi, access to the same device offers as new customers and more. We also offer an Essentials rate plan for customers who want the basics at a lower price point, and specific rate plans to qualifying customers, including Military and Veterans, First Responder and 55+.
At the time of device purchase, qualified customers can finance all or a portion of the individual device or accessory purchase price over an installment period, generally of 24 months, using an equipment installment plan (“EIP”).
In addition to our wireless communications services, we offer complementary broadband services including 5G broadband, which is a fixed wireless product available to tens of millions of domestic households utilizing the excess capacity of our nationwide 5G network, and fiber, expanding broadband access and choices for some consumers. With our 5G broadband and fiber plans, customers can access the internet without worrying about annual service contracts, data overages or hidden fees.
We also provide products and services that are complementary to our wireless communications and broadband services, including device protection, financial services and advertising.
Customers
We provide wireless communications and broadband services to a variety of customers needing connectivity, but focus primarily on two categories of customers:
•Postpaid customers generally are qualified to pay after receiving service utilizing phones, 5G broadband gateways, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and internet of things (“IoT”)). We serve consumers as well as business customers, who are provided services under the T-Mobile for Business brand.
•Prepaid customers generally pay for service in advance. We serve prepaid customers under the T-Mobile, Metro by T-Mobile, Mint Mobile and Ultra Mobile brands.
We also provide Machine-to-Machine (“M2M”) and Mobile Virtual Network Operator (“MVNO”) customers access to our network. This access and the customer relationship are managed by wholesale partners, with whom we have commercial agreements permitting them to sell services utilizing our network.
We generate the majority of our service revenues by providing wireless communications and broadband services to postpaid and prepaid customers. Our ability to attract and retain postpaid and prepaid customers is important to our business in the generation of service revenues, equipment revenues and other revenues. In 2025, our service revenues generated by providing wireless communications and broadband services by customer category were:
•81% Postpaid customers;
•15% Prepaid customers; and
•4% Wholesale and other services.
Substantially all of our revenues for the years ended December 31, 2025, 2024 and 2023, were earned in the United States, including Puerto Rico and the U.S. Virgin Islands.
Network Strategy
Utilizing our multilayer spectrum portfolio, our mission is to become “Famous for Network” and we have been recognized by third parties for having America’s best network. We have deployed low-band, mid-band and mmWave spectrum dedicated for 5G across our dense and broad network to create what we believe is America’s largest, fastest, most awarded and most advanced 5G network.
We believe our spectrum position and focus on technology leadership will continue to drive network differentiation. Our innovative Customer-Driven Coverage (“CDC”) approach to network investments, and leadership in deploying the latest network technologies including Massive Multiple-input Multiple-output (“Massive MIMO”), Voice over New Radio (“VoNR”), Low Latency, Low Loss, Scalable Throughput (“L4S”), four-carrier and higher order aggregation, dynamic network slicing and the U.S.’s first broad deployment of 5G Advanced, are enabled by our scaled nationwide 5G standalone network.
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We are also part of an alliance working to bring Radio Access Network (“RAN”) and AI innovation closer together to deliver transformational network experiences in the future.
Spectrum Position
We provide wireless communications services utilizing low-band spectrum licenses covering our 600 MHz and 700 MHz spectrum, mid-band spectrum licenses, such as Advanced Wireless Services (“AWS”), Personal Communications Services (“PCS”) and 2.5 GHz spectrum, and mmWave spectrum.
•We controlled an average of 394 MHz of combined low- and mid-band spectrum nationwide as of December 31, 2025. This spectrum is comprised of:
•An average of 43 MHz in the 600 MHz band;
•An average of 12 MHz in the 700 MHz band;
•An average of 14 MHz in the 800 MHz band;
•An average of 42 MHz in the 1700 MHz AWS band;
•An average of 68 MHz in the 1900 MHz PCS band;
•An average of 185 MHz in the 2.5 GHz band;
•An average of 3 MHz in the 3.45 GHz band; and
•An average of 27 MHz in the C-band.
•We controlled an average of 1,059 GHz of combined mmWave spectrum licenses as of December 31, 2025.
•In September 2023, we entered into a License Purchase Agreement with Comcast Corporation and its affiliate, Comcast OTR1, LLC (together with Comcast Corporation, “Comcast”) pursuant to which we will acquire spectrum in the 600 MHz band in exchange for total cash consideration of between $1.2 billion and $3.3 billion. On January 13, 2025, we and Comcast entered into an amendment to the License Purchase Agreement pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion. See Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for additional details.
•On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P. and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain. See Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for additional details.
•We plan to evaluate future spectrum purchases in future auctions and secondary market opportunities to further augment or refine our current spectrum position.
•We have equipment deployed on macro cell sites and small cell/distributed antenna system sites across our network and leverage our CDC insights to optimize network positioning and performance.
Competition
The telecommunications industry remains competitive. We are the second largest provider of wireless communications services in the U.S. as measured by our total postpaid and prepaid customers. Our wireless communications services competitors include other carriers, such as AT&T Inc. (“AT&T”) and Verizon Communications, Inc. (“Verizon”). In addition, our wireless communications services competitors include numerous smaller and regional providers, including Charter Communications, Inc., Comcast Corporation, EchoStar Corporation (“EchoStar”), Cox Communications, Inc., and Altice USA, Inc., many of which offer no-contract, postpaid and prepaid service plans. Competitors also include providers who offer similar communication services, such as voice, messaging and data services, using alternative technologies. In addition to our wireless communications services, our broadband services compete against other broadband providers, including Cable, DSL and other Fiber broadband providers, other fixed wireless solutions, including AT&T and Verizon’s fixed wireless products, and satellite internet providers. Competitive factors within the telecommunications industry include promotions, pricing, market saturation, service and product offerings, customer experience, network investment and quality, development and deployment of technologies and changes in the regulatory environment that may affect market entry, pricing practices and network investment. Some of our competitors have shown a willingness to use discounted pricing or offer bundled services as a potential source of differentiation.
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Human Capital
Employees
As of December 31, 2025, we employed approximately 75,000 full-time and part-time employees, including network, retail, administrative and customer support functions.
Attraction and Retention
We employ a highly skilled workforce within a broad range of functions. Substantially all of our employees are located throughout the United States, including Puerto Rico, to serve our nationwide network and retail operations. Our headquarters are located in Bellevue, Washington, and Overland Park, Kansas.
We attract and retain our workforce through a dynamic and inclusive culture and by providing a comprehensive set of benefits, including:
•Competitive medical, dental and vision benefits;
•Family-building benefits designed to meet the various needs of our employees, including IVF and IUI, adoption and surrogacy benefits;
•Annual stock grants to all full-time and part-time employees and a discounted Employee Stock Purchase Program;
•A 401(k) Savings Plan;
•Nationwide minimum pay of at least $20 per hour to all full-time and part-time employees;
•LiveMagenta: a custom-branded program for employee engagement and well-being, including free access to life coaches, financial coaches and tools for healthy living;
•Access to personal health advocates offering independent guidance;
•A generous paid time off program, including paid family leave;
•Tuition assistance for all full-time and part-time employees, including full tuition partnerships with multiple schools; and
•A matching program for employee donations and volunteering.
Training and Development
Career growth and development is foundational to T-Mobile’s culture and success. We want to deliver the best experiences from the best teams, and one way we do that is by offering an array of development programs and resources to build talent and empower our people to succeed through every step of their career. We focus on helping employees understand the skills needed for their career success and give them access to learning in many forms, such as mentoring, training, structured learning programs, videos and books.
By strategically investing in the following three key areas of career development and learning, we are developing our talent now and for the future.
•Evolve skills and careers – from onboarding throughout careers, with clear expectations on contributions to the business and opportunities to develop and build their career;
•Advance leadership expertise – build critical leadership capabilities, enable leadership growth at all levels, and develop skills to lead in the future; and
•Enable effective collaboration – align with our values and behavioral norms, provide tools, resources, and learning needed for individual and team success.
Culture and Belonging
Our culture of belonging fosters trust, accelerates innovation, sparks new ideas and enhances collaboration. This fuels our success by enabling our employees to deliver exceptional experiences for our customers and to make a positive impact on the communities we serve. We aim to create an environment where employees have careers, not jobs, where everyone has a voice and belongs, and where leaders empower each employee to act like an owner and share in the Company’s success. T-Mobile’s hiring process casts a wide net to attract and hire the most qualified candidates.
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Employee Resource Groups
Our Employee Resource Groups (“ERGs”) play an important role in enhancing T-Mobile’s culture and providing valuable learning and development opportunities for our employees. Our six ERGs and four sub-affinity groups are open to all employees at the Company and are closely tied to our business goals and priorities. Our ERGs foster invaluable connections, community service and career development opportunities for employees. Many employees participate in the ERGs and the 38 chapters nationwide that organize volunteer opportunities and local events. Our chapter volunteers have led impactful initiatives and community service projects across the country for our employees.
Environmental Sustainability
Efficiencies and Reducing Our Carbon Footprint
We are actively working to identify efficiencies in our energy usage and reduce our environmental impact by:
•Pursuing a science-based net-zero emissions target for 2040, covering Scope 1, 2 and 3 emissions;
•Investing in renewable energy, meeting our RE100 pledge since 2021, through initiatives such as Virtual Power Purchasing Agreements and clean energy projects expected to produce over 3.4 million megawatt hours annually;
•Enhancing energy efficiency in our network and facilities, including retail stores, data centers, and cell sites; and
•Promoting a circular economy through a robust device reuse and recycling program.
Responsible Sourcing
We believe our suppliers are a valuable extension of our business and corporate values. Our Supplier Code of Conduct outlines expectations around ethical business practices for our suppliers. We require our suppliers to operate in compliance with the laws, rules, regulations and ethical standards of the countries in which they operate or provide products or services. We expect our suppliers to share our commitment to ethical conduct and environmentally responsible business practices while they conduct business with or on behalf of us. Our Responsible Sourcing Policy further outlines T-Mobile’s expectations in this area.
We employ a third-party risk management (“TPRM”) process to screen for anti-corruption, global sanctions, cybersecurity, human rights and environmental risks before engaging with a supplier. Our TPRM process also continuously monitors current suppliers for policy violations and risks.
Regulation
The FCC regulates many key aspects of our business, including licensing, construction, the operation and use of our network, modifications of our network, control and ownership of our licenses and authorizations, the sale, transfer and acquisition of certain licenses, domestic roaming arrangements and interconnection agreements, pursuant to its authority under the Communications Act of 1934, as amended (“Communications Act”). The FCC has a number of complex requirements that affect our operations and pending proceedings regarding additional or modified requirements that could increase our costs or diminish our revenues. For example, the FCC has rules regarding provision of 911, 988 and E-911 services, porting telephone numbers, interconnection, roaming, consumer broadband labels, robocalling/robotexting, disabilities access, privacy and cybersecurity, consumer protection and the universal service and Lifeline programs. Many of these and other issues are being considered in ongoing proceedings, and we cannot predict whether or how such actions will affect our business, financial condition or operating results. Our ability to provide services and generate revenues could be harmed by adverse regulatory action or changes to existing laws and regulations. In addition, regulation of companies that offer competing services can impact our business indirectly.
Except for operations in certain unlicensed frequency bands, wireless communications services providers generally must be licensed by the FCC to provide communications services at specified spectrum frequencies within specified geographic areas and must comply with the rules and policies governing the use of the spectrum as adopted by the FCC. The FCC issues each license for a fixed period of time, typically 10-15 years depending on the particular licenses. While the FCC has generally renewed licenses given to operating companies like us, the FCC has authority both to revoke a license for cause and to deny a license renewal if a renewal is not in the public interest. Furthermore, we could be subject to fines, forfeitures and other penalties for failure to comply with FCC regulations, even if any such noncompliance was unintentional. In extreme cases, penalties can include revocation of our licenses. The loss of any licenses, or any related fines or forfeitures, could adversely affect our business, financial condition and operating results. In addition, the FCC retains the right to modify rules related to use of licensed spectrum, which could impact T-Mobile’s ability to provide services.
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Additionally, Congress’s and the FCC’s allocation of additional spectrum for broadband commercial mobile radio service (“CMRS”), which includes cellular, PCS and other wireless services, could significantly increase and intensify competition. We cannot assess the impact that any developments that may occur in the U.S. economy or any future spectrum allocations by the FCC may have on license values. FCC spectrum auctions and other market developments may adversely affect the market value of our licenses or our competitive position in the future. A significant decline in the value of our licenses could adversely affect our financial condition and operating results. In addition, the FCC periodically reviews its policies on how to evaluate carriers’ spectrum holdings in the context of spectrum transactions or acquisitions. Changes in these rules and policies could affect our access to additional spectrum resources and competition among us and other carriers.
Congress and the FCC have imposed limitations on foreign ownership of CMRS licensees. Direct foreign ownership in the licensee of more than 20% is prohibited. Indirect foreign ownership of more than 25% through an entity controlling the licensee must be reviewed and approved by the FCC as not inconsistent with the public interest. Consistent with that established policy, the FCC has issued a declaratory ruling authorizing up to 100% ownership of our Company by DT.
For our Educational Broadband Service (“EBS”) licenses in the 2.5 GHz band, FCC rules previously limited eligibility to hold EBS licenses to accredited educational institutions and certain governmental, religious and nonprofit entities, while permitting those license holders to lease their licenses to commercial providers for non-educational purposes. Therefore, we have historically accessed EBS spectrum primarily through long-term leasing arrangements with EBS license holders. Our EBS spectrum leases typically have an initial term equal to the remaining term of the EBS license, with an option to renew the lease for additional terms, for a total lease term of up to 30 years. In April 2020, the FCC lifted the restriction on who can hold EBS licenses and the 30-year limitation on lease duration, among other changes. The elimination of these restrictions allows current license holders to sell their licenses, including to T-Mobile. While a majority of our leases have contractual provisions enabling us to match offers, we may be forced to compete with others to purchase 2.5 GHz licenses on the secondary market and expend additional capital earlier than we may have anticipated. T-Mobile has started to acquire some of these EBS licenses, but we continue to lease spectrum in this band and expect that to be the case for some time.
While the Communications Act generally preempts state and local governments from regulating the entry of, or the rates charged by, wireless communications services providers, certain state and local governments regulate other terms and conditions of wireless service, including billing, termination of service arrangements and the imposition of early termination fees, advertising, network outages, the use of devices while driving, service mapping, protection of consumer information, zoning and land use. Notwithstanding this federal preemption, several states are considering or have passed laws or regulations that could potentially set prices, minimum performance standards and/or restrictions on service discontinuation that could impact our business in those states.
For example, California has passed separate privacy and net neutrality legislation, while many others have passed privacy laws, and New York has passed a broadband rate-setting law. There are also efforts within Congress to pass federal legislation to codify uniform federal privacy and net neutrality requirements. Ensuring the preemption of separate state requirements, including the California laws, is critical to this effort. If not preempted or rescinded, separate state requirements will impose significant business costs and could also result in increased litigation costs and enforcement risks. A number of states also subject wireless service providers to registration requirements. State authority over wireless broadband services will likely remain unsettled unless resolved by the courts, the FCC or Congress.
In addition, the Federal Trade Commission (“FTC”) and other federal agencies have jurisdiction over some consumer protection matters and the elimination and prevention of anticompetitive business practices with respect to the provision of non-common carrier services. Further, the FCC and the Federal Aviation Administration regulate the siting, lighting and construction of transmitter towers and antennae. Tower siting and construction are also subject to state and local zoning, as well as federal statutes regarding environmental and historic preservation. The future costs to comply with all relevant regulations are, to some extent, unknown, and changes to regulations, or the applicability of regulations, could result in higher operating and capital expenses, or reduced revenues in the future.
We have pursued and may continue to pursue acquisitions of, investments in, or joint ventures or mergers with, other companies that we believe would complement or expand our business. To the extent any such business has any international operations, we may be subject to economic, tax and labor regulations in these international jurisdictions.
Available Information
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically at www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
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Exchange Act of 1934, as amended (the “Exchange Act”) are also publicly available free of charge on the investor relations section of our website at investor.t-mobile.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our corporate governance guidelines, director selection guideline, code of ethics for senior financial officers, code of business conduct, speak up policy, supplier code of conduct, and charters for the audit committee, compensation committee, nominating, corporate governance and compliance committee, and executive committee of our Board of Directors are also posted on the investor relations section of our website at investor.t-mobile.com. The information on our website is not part of this or any other report we file with, or furnish to, the SEC.
Item 1A. Risk Factors
In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating T-Mobile. Our business, financial condition, liquidity, or operating results, as well as the price of our common stock and other securities, could be materially and adversely affected by any of these risks.
Risks Related to Our Business
We operate in a highly competitive industry. If we are unable to attract and retain customers, our business, financial condition, and operating results could be negatively affected.
The telecommunications industry is highly competitive. As the industry reaches saturation, competition in all market segments, including prepaid, postpaid, enterprise and government customers will likely further intensify, putting pressure on pricing and/or margins for us and all our competitors. Our ability to attract and retain customers will depend on multiple factors, such as network quality and capacity, customer service excellence, effective marketing strategies, competitive pricing, compelling value propositions, and distribution and logistics capabilities. Additionally, targeted marketing approaches for a broad spectrum of customer segments, coupled with continuous innovation in products and services, are essential for retaining and expanding our customer base. If we are unable to successfully differentiate our services from those of our competitors, it would adversely affect our competitive position and ability to grow our business.
We expect to continue to see intense competition in all market segments from traditional Mobile Network Operators (“MNOs”), such as AT&T and Verizon, who have each invested heavily in spectrum, their wireless networks, and services and device promotions. Numerous other regional MNOs and MVNOs offering wireless services may also compete with us in some markets, including cable providers, such as Comcast, Charter, Cox, and Altice, as they continue to diversify their offerings to include wireless services offered under MVNO agreements. As new products and services emerge, we may also face competition from non-traditional competitors outside the wireless communications services industry, including satellite providers offering connectivity services using alternative technologies.
In the market for broadband services, traditional cable providers, AT&T, Verizon, and other players such as satellite and fiber providers, all compete for customers. To complement our fixed wireless service, we have entered into joint venture agreements aimed at establishing a robust fiber wireline network in certain geographic regions that we believe will complement our fixed wireless services in those areas. However, these partnerships also involve inherent risks. See “Any acquisition, investment, joint venture, merger, or divestiture may subject us to significant risks, any of which may harm our business” for further discussion of such risks.
If we are unable to compete effectively in attracting and retaining customers in markets where we operate, it could negatively affect our business, financial condition, and operating results.
We have experienced cyberattacks and may experience disruptions, data loss and other security breaches, whether directly or indirectly through third parties whose products and services we rely on in operating our business.
Our business involves the receipt, storage, and transmission of confidential information about our customers, such as sensitive personal, account, and payment information, confidential information about our employees and suppliers, and other sensitive information about our Company, such as our business plans, transactions, financial information, and intellectual property (collectively, “Confidential Information”). Additionally, to offer services to our customers and operate our business, we utilize several applications and systems, including those we own and operate, such as our wireless network, as well as others provided to us by third parties, such as cloud service providers and SaaS companies (collectively, “Systems”).
We are subject to persistent cyberattacks and threats to our business from bad actors seeking to gain unauthorized access to Confidential Information and compromise Systems to undermine availability or integrity. They are perpetrated by a variety of
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groups and persons, including nation state-sponsored parties, malicious actors, employees, contractors, and other third parties. Some actors reside in jurisdictions where law enforcement measures to address such attacks are ineffective or unavailable.
Cyberattacks against companies like ours are increasing in frequency and scope of potential harm over time, and the methods used to gain unauthorized access constantly evolve, making it increasingly difficult to anticipate, prevent, and detect incidents successfully in every instance. In some cases, these bad actors exploit bugs, errors, misconfigurations or other vulnerabilities in our Systems to obtain Confidential Information. In other cases, these bad actors obtain unauthorized access to Confidential Information by exploiting insider access or utilizing login credentials taken from our customers, employees, or third-party providers through credential harvesting, social engineering or other means. Other bad actors aim to cause serious operational disruptions to our business and Systems through ransomware or distributed denial of service attacks. Moreover, the amount and scope of insurance that we maintain against losses resulting from any such incidents or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our business that may result.
Although we regularly work to identify, track, and remedy security vulnerabilities, given the complex nature of our Systems and the tools that are available to us, we may be unable to identify vulnerabilities in a timely manner, or to apply patches or compensating measures that address such vulnerabilities, before bad actors can exploit them. The exploitation of a security vulnerability before patches or measures are applied could materially compromise Confidential Information and Systems.
In addition, we routinely rely upon third-party providers whose products and services are used in our business. These third-party providers have experienced, and will continue to experience, cyberattacks that involve attempts to access our Confidential Information and/or to create operational risk that could materially and adversely affect our business, and these providers also face other security challenges common to all parties that collect and process information. Additionally, our Systems include components from third parties or fourth parties we do not control and may have compromises, defects, flaws, or design errors unknown to us.
As a result of the previously disclosed cyberattacks in August 2021 and January 2023, we incurred significant costs in connection with, among other things, responding to and resolving mass arbitration claims, multiple class action lawsuits, and an FCC investigation. For more information on the foregoing, see “– Contingencies and Litigation – Litigation and Regulatory Matters” in Note 18 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
In addition to the August 2021 cyberattack and the January 2023 cyberattack, we have experienced unrelated, non-material incidents involving unauthorized access to certain Confidential Information and Systems. Typically, these incidents have involved attempts to commit fraud by taking control of a customer’s phone line, often by exploiting insider access or using compromised credentials. In other cases, the incidents have involved unauthorized access to certain of our customers’ private information, including payment information, financial data, social security numbers or passwords, and our intellectual property. Some of these incidents have occurred at third-party providers, including third parties who provide us with various Systems and others who sell our products and services through retail locations or take care of our customers.
Our procedures and safeguards to prevent unauthorized access to Confidential Information and to defend against cyberattacks seeking to disrupt our operations must be continually evaluated and enhanced to address the ever-evolving threat landscape and changing cybersecurity regulations, including while we adapt complex digital transformation efforts. These preventative actions require the investment of significant resources and management time and attention. Additionally, we do not have control of the cybersecurity systems, breach prevention, and response protocols of our third-party providers, including through our cybersecurity programs or policies. While T-Mobile may have contractual rights to assess the effectiveness of many of our providers’ systems and protocols, we do not have the means to always know or assess the effectiveness of all of our providers’ systems and controls. We cannot provide any assurances that actions taken by us, or our third-party providers, including through our cybersecurity programs or policies, will adequately repel a significant cyberattack or prevent or substantially mitigate the impacts of cybersecurity breaches or misuses of Confidential Information, unauthorized access to our networks or Systems or exploits against third-party environments, or that we, or our third-party providers, will be able to effectively identify, investigate, and remediate such incidents in a timely manner or at all. We expect to continue to be the target of cyberattacks, given the nature of our business, and we expect the same with respect to our third-party providers. We also expect that threat actors will continue to gain sophistication including in the use of tools and techniques (such as AI) that are specifically designed to circumvent security controls, evade detection, and obfuscate forensic evidence, making it more challenging to identify, investigate, and recover from future cyberattacks in a timely and effective manner. The continued development and integration of AI in our and our third-party providers’ operations, products and services is expected to pose new, additional, and unknown cybersecurity risks. In addition, we have acquired and continue to acquire companies with cybersecurity vulnerabilities or unsophisticated security measures, which expose us to significant cybersecurity, operational, and financial risks. If we fail to protect Confidential Information or to prevent operational disruptions from future cyberattacks, there may be a material adverse effect on our business, reputation, financial condition, cash flows, and operating results.
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If we fail to adopt and deploy emerging network technologies in a timely and effective manner, our competitive position could erode, which may adversely affect our business, financial condition, and operating results.
Our competitive advantage and reputation depend on our ability to provide industry-leading network coverage, speed, and reliability. While we have established a leadership position in 5G, the telecommunications industry evolves rapidly, and emerging technologies, such as AI-driven Radio Access Networks (“AI-RAN”) and the potential transition to 6G, may redefine network standards and increase customer expectations. Our competitors may seek to differentiate through marketing, brand positioning, or third-party recognition as leaders in network performance, coverage, or reliability. To stay ahead, we continue to drive improvements in the 5G network, including our nationwide 5G standalone network and deployment of 5G Advanced features, and are investing in strategic collaborations with third parties, such as AI-RAN partnerships, to develop technologies that are intended to advance our network capabilities. Despite these efforts, we may encounter technical challenges, regulatory hurdles, supply chain constraints, or unexpected delays in developing and deploying new network technologies. If we fail to anticipate market trends, efficiently integrate innovative solutions into our network, or maintain the quality and reliability of our network, our market share and competitive standing could erode, adversely affecting our business, financial condition, and operating results.
If we fail to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies, our competitive position and financial performance could be materially harmed.
We are engaged in complex digital transformation efforts intended to streamline operations, enhance customer experience, and improve our overall competitiveness. These initiatives involve integrating emerging and rapidly evolving technologies, reconfiguring internal processes, and implementing advanced data analytics and AI-driven tools, including those developed through our partnerships with several third-party providers. The successful execution of our planned transformation is subject to significant uncertainties. For example, we may face challenges in harmonizing complex system architectures, integrating new platforms with legacy infrastructure, and managing large volumes of data from disparate sources. We must also maintain rigorous data security and privacy safeguards, ensure our AI-driven solutions comply with evolving regulatory standards, and mitigate potential issues such as algorithmic bias or unintended operational disruptions. Additionally, implementing these digital solutions often requires substantial capital and operational expenditures, extensive employee training, specialized skill sets that may be difficult to source, and close coordination with multiple third-party vendors and partners. If we fail to execute these initiatives effectively, our ability to realize the intended benefits of digital transformation may be compromised.
The successful execution of our digital transformation depends not only on the effective development and deployment of new technologies, but also on the willingness and ability of customers and employees to adopt digital-first channels and processes. Even where technical capabilities are successfully implemented, customer and employee adoption may lag expectations or revert to supported channels, which could limit the anticipated improvements in efficiency, service quality, and revenue generation. If adoption does not occur at the scale or pace anticipated, the intended benefits of these initiatives may not be fully realized.
As a result, failure to effectively execute our digital transformation efforts, including driving meaningful customer and employee adoption, could materially and adversely affect our competitive position, financial performance, and brand reputation.
We rely on highly skilled personnel throughout all levels of our business. Our business could be harmed if we are unable to retain or motivate key personnel, hire a sufficient number of qualified new personnel, or maintain our corporate culture.
Our future success depends in substantial part on our ability to attract, recruit, hire, motivate, develop, and retain talented personnel possessing the qualifications, experience, capabilities and skills we need for all areas of our organization, including our CEO and members of our leadership team. Succession planning to ensure the effective transfer of knowledge and a seamless transition when key personnel depart is also important to our long-term success. On November 1, 2025, G. Michael Sievert retired as our Chief Executive Officer while continuing to serve as Vice Chairman of the Company and Vice Chairman of our Board of Directors, and Srinivasan Gopalan began serving as our President and Chief Executive Officer. We also announced several leadership changes. In addition, we began to implement enterprise-wide restructurings in 2025. If we are unable to effectively manage the CEO transition, the leadership changes and other restructuring changes, our ability to execute our business strategies and to retain key executives and talent could be adversely affected. Additionally, as we continue to make significant investments in new technologies and new business areas, we are increasingly dependent on being able to hire and retain technically skilled employees, including those with expertise in AI and machine learning.
Both external factors, such as fluctuations in economic and industry conditions, changes in U.S. immigration policies, regulatory changes, political forces, and the competitive landscape, and internal factors, such as employee tolerance for changes
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in our corporate culture, organizational changes, limited remote working opportunities, and our compensation programs, may affect our ability to effectively manage our workforce. Further, employee compensation and benefit costs may increase due to inflationary pressures, and if our compensation does not keep up with inflation or with that of our competitors, we may see increased employee dissatisfaction and departures or difficulty in recruiting new employees. If key employees depart or we are unable to recruit and integrate new employees successfully, our business could be negatively impacted.
System failures and business disruptions may prevent us from providing reliable service, which could materially and adversely affect our reputation and financial condition.
We rely upon systems and networks – those of third-party suppliers and other providers, in addition to our own – to provide services to our customers. System, network, or infrastructure failures resulting from one of several potential causes may prevent us from providing reliable service or otherwise operating our business. Examples of these risks include:
•physical damage, power surges or outages, equipment failure, or other service disruptions with respect to both our wireless and fiber networks, including those resulting from severe weather, storms, earthquakes, floods, hurricanes, wildfires, and other natural disasters, which may occur more frequently or with greater intensity as a result of global climate change, public health crises, terrorist attacks, political instability and volatility and acts of war;
•human error due to factors such as poor change management or policy compliance;
•risks to our access to and use of reliable energy and water;
•hardware or software failures or outages of our business systems or communications network;
•supplier failures or delays; and
•shifts in physical conditions due to climate change, such as sea-level rise or changes in temperature or precipitation patterns, which may impact the operating conditions of our infrastructure or other infrastructure we rely on.
Such events could cause us to lose customers and revenue, incur expenses, suffer reputational damage, and subject us to fines, penalties, adverse actions or judgments, litigation, or governmental investigations. Remediation costs could include liability for information loss, costs of repairing infrastructure and systems, and/or costs of incentives offered to customers. Our insurance may not cover or may not be adequate to fully reimburse us for costs and losses associated with such events, and such events may also impact the availability of insurance at costs and other terms we find acceptable for future events.
The scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use, may adversely affect our business, financial condition, and operating results.
We continue to acquire and deploy new spectrum to expand and deepen our 5G coverage, maintain our quality of service, meet increasing or changing customer demands, and deploy new technologies. To expand and differentiate our services from those of our competitors, we will continue to actively seek to make additional investments in new spectrum, which could be significant. However, we may be unable to secure the additional spectrum necessary to maintain or enhance our competitive position on favorable terms or at all.
The continued interest in acquiring spectrum by existing carriers and others, including satellite providers and speculators, may reduce our ability to acquire or renew spectrum holdings (such as 600 MHz and 2.5 GHz), and may increase the cost of spectrum made available in the secondary markets and government auctions. Additionally, the FCC may be unable to make sufficient additional spectrum available for auction to meet the demand from all interested parties. As a result, any such spectrum that is made available at auction may be subject to heightened competition and priced beyond levels we are able or willing to pay.
Even if new spectrum becomes available to us, the FCC or other government entities may impose conditions on the acquisition and use of such spectrum, such as the configuration or geographic areas in which the spectrum may be deployed. These conditions may substantially increase the costs we incur or negatively affect the value of the spectrum to our business.
If we cannot acquire needed spectrum from the government or other sources, if competitors acquire spectrum that enables them to provide services competitive with ours, or if we cannot deploy services over acquired spectrum on a timely basis, without burdensome conditions, at reasonable cost, and while maintaining network quality levels, our ability to attract and retain customers and our business, financial condition, and operating results could be materially and adversely affected.
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Any acquisition, investment, joint venture, merger, or divestiture may subject us to significant risks, any of which may harm our business.
We have pursued and may continue to pursue additional acquisitions of, investments in, or joint ventures or mergers with, other companies, or the acquisition of spectrum, technologies, services, products, or other assets that we believe would complement or expand our business. For example, on August 1, 2025, we completed the acquisition (the “UScellular Acquisition”) of the UScellular Wireless Business (as defined below). We may also elect to divest some of our assets to third parties. Some of these transactions could be significant relative to the size of our business and operations. Any such transactions involve risks and could present financial, managerial, and operational challenges, including:
•diversion of management attention from running our existing business;
•increased costs to integrate the networks, spectrum, technology, personnel, customer base, distributors and business partners and business practices of the company involved in any such transaction with our business;
•increased interest expense and leverage or limits on other uses of cash;
•potential loss of talent during integration due to differences in culture, location, or other factors;
•difficulties in effectively integrating (or supplanting) the financial, operational, and sustainability systems of the business involved in any such transaction into our financial, operational, and sustainability reporting infrastructure and internal control framework in an effective and timely manner;
•risks of entering markets in which we have no or limited experience and where competitors have stronger market positions;
•to the extent any acquired business has international operations, potential exposures to risks associated with maintaining and expanding such operations, including unfavorable and uncertain regulatory, political, economic, tax, and labor conditions;
•potential exposure to material liabilities not discovered in the due diligence process in connection with any such transaction;
•significant transaction-related expenses in connection with pursuing any such transaction, whether consummated or not;
•risks related to our ability to obtain required regulatory approvals necessary to consummate any such transaction; and
•any business, technology, service, or product involved in any such transaction may significantly underperform relative to our expectations, and we may not achieve the benefits we expect from the transaction, which could also result in a write-down of goodwill and other intangible assets associated with such transaction.
Our restructuring and integration activities associated with the UScellular Acquisition are expected to occur over the next two years and may involve risks related to network integration and customer migration, including potential service disruptions, delays in transitioning customer accounts and systems, and challenges in maintaining customer experience during the integration period.
We formed joint ventures aimed at establishing fiber broadband networks that complement our fixed wireless services. Differences in views among the joint venture participants may result in delayed decisions or disputes. Operating through joint ventures in which we do not hold a majority or controlling ownership interest results in us having limited control over many decisions made with respect to the businesses of the joint ventures. We also cannot control the actions of our co-investors in our joint ventures. These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow. As a result, internal control problems may arise with respect to these joint ventures. Any of these risks could have a material adverse effect on our business, financial condition, and operating results and could also affect our reputation.
Additionally, in connection with our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”) and related transactions, including the acquisition by DISH Network Corporation (“DISH”) of certain prepaid wireless business (the “Prepaid Transaction”), we agreed to fulfill various government commitments (the “Government Commitments”), including, among others, extensive 5G network build-out, delivering high-speed wireless services to the vast majority of Americans, and marketing our in-home fixed wireless product to households where spectrum capacity is sufficient, as well as commitments related to national security. These Government Commitments materially increased our compliance obligations and could result in additional expenses and/or penalties in the future.
Any failure to fulfill our obligations under the Government Commitments in a timely manner could result in substantial fines, penalties, or other legal and administrative actions, liabilities, and reputational harm.
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Economic, political, and market conditions may adversely affect our business, financial condition, and operating results.
Our business, financial condition, and operating results are affected by changes in general economic and political conditions, including interest rates, consumer credit conditions, consumer debt levels, consumer confidence, unemployment rates, economic growth, tariffs and trade restrictions, fluctuations in global currencies, immigration policies, energy costs, rates of inflation (or concerns about deflation), supply chain disruptions, impacts of current geopolitical conflict or instability, such as the Ukraine-Russia and Israel-Hamas wars and any further escalations thereof, and other macroeconomic factors.
The telecommunications industry, broadly, is dependent on population growth, including growth in the immigrant population. As a result, we expect the telecommunications industry’s customer growth rate to be moderate in comparison with historical growth rates, leading to ongoing competition for customers. Rising prices for goods, services, and labor due to inflation, including inflation resulting from higher tariffs, restrictions, and other economic disincentives to trade, could adversely impact our margins and growth.
Our services and device financing plans are available to a broad customer base, a significant segment of which may be vulnerable to weak economic conditions, particularly our subprime customers. We may have greater difficulty in gaining new customers within this segment, and existing customers may be more likely to terminate service and default on device financing plans due to an inability to pay.
Weak economic and credit conditions may also adversely affect our suppliers, dealers, wholesale partners or MVNOs, and enterprise and government customers, some of which may file for bankruptcy, or may experience cash flow or liquidity problems, or may be unable to obtain or refinance credit such that they may no longer be able to operate. Any of these could adversely impact our ability to distribute, market, or sell our products and services.
Changes to trade policies, including higher tariffs, restrictions, and other economic disincentives to trade, may lead to operational delays, higher procurement and operational costs, and increased regulatory and compliance complexities, resulting in supply chain disruptions and higher prices, and lower demand for devices and services we sell.
As a provider of telecommunications services, we depend on suppliers to provide us, directly or through other suppliers, with items such as equipment for our network, handsets, tablets, accessories, other mobile communication devices, other components and raw materials. Changes or proposed changes in U.S. or other countries’ trade policies that result in higher tariffs, restrictions, and other economic disincentives to international trade have occurred in the past, and in the future may occur, which may materially increase the costs we incur in developing, deploying and maintaining our network and offering products and services to our customers. A certain portion of the increased costs may be absorbed by certain suppliers, but some suppliers may struggle to absorb the increased costs, especially over the long term, potentially leading to supply disruptions or cost pass-throughs to us that may require us to increase the prices we charge our customers. In addition, rapid changes in trade policies may negatively affect procurement timelines and supplier relationships and may introduce new compliance requirements. We may face delays in sourcing critical equipment due to customs clearance and supply chain bottlenecks, and material changes to cost structures could pressure our expenses and customer pricing.
Our attempts to mitigate potential disruptions to our supply chain and offset procurement and operational cost pressures, such as through alternative sourcing and/or increases in the selling prices of some of our products and services, may not be successful. Higher product or service prices for our customers may make it more difficult to attract new customers or increase customer churn. Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives. To the extent that cost increases result in significant increases in our expenditures, or if our price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if our revenues decrease, our business, financial condition or operating results may be adversely affected.
If we do not successfully deliver new products and services, we may not realize our intended growth targets or generate the expected returns from our business, adversely affecting our financial condition and operating results.
We continue to expand our offerings beyond traditional wireless services to include broadband (fixed wireless and fiber), specialized network solutions, such as network slicing for first responders (“T-Priority”) and 5G advanced network solutions (“ANS”) for enterprises, advertising technology and services, and financial products, such as the T-Mobile Visa credit card introduced in November 2025. These new ventures require significant capital, expertise, and operational support, and their success depends on factors we cannot fully control or predict. Increased competition, technical challenges, security concerns, operational complexities, or shifting regulatory landscapes could delay product rollouts, inflate costs, or limit adoption rates. Additionally, entering new markets or lines of business may expose us to unfamiliar regulatory requirements, compliance challenges, or risks to existing customer relationships. Customer demand for new products and services is difficult to predict,
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and adoption may be slower than anticipated or may not occur at all. Should these new products and services fail to gain traction, achieve sufficient customer adoption, generate expected financial returns, or deliver value to customers, we could incur substantial expenses without offsetting revenue gains, adversely affecting our business, financial condition, operating results and competitive position.
We rely on third parties to provide products and services for the operation of our business, and the failure or inability of such parties to provide these products or services could adversely affect our business, financial condition, and operating results.
We have a broad set of suppliers to help us develop, maintain, and troubleshoot products and services such as wireless and fiber network components, software development services, and billing and customer service support. However, in certain areas such as billing services, voice, and data communications transport services, wireless or fiber network infrastructure equipment, handsets, other devices, back-office processes, and payment processing, there are a limited number of suppliers that can provide adequate support, which decreases our flexibility to switch to alternative third parties. Unexpected termination of our arrangement with any of these suppliers, or difficulties in renewing our commercial arrangements with them, could have a material adverse effect on our business operations.
Our suppliers and third-party technology partners are also subject to their own risks, including, but not limited to, cybersecurity, economic, financial and credit conditions, labor force disruptions, geopolitical tensions, disruptions in global supply chain, natural catastrophic events, such as earthquakes, floods, hurricanes, storms, heatwaves and fires, energy shortages, power outages, equipment failures, terrorist attacks or other hostile acts, and public health crises, such as the COVID-19 pandemic. These events may result in performance below the levels required by their contracts or cause them to suspend, limit, or cease their operations, or terminate or reduce their relationship with us. We could experience severe business disruptions and delays in technology initiatives if critical suppliers or service providers fail to comply with their contracts, if we experience delays or service degradation during any transition to a new outsourcing provider or other supplier, or if we are required to replace the supplied products or services with those from another source, especially if the replacement becomes necessary on short notice. Any such disruptions could have a material adverse effect on our business, financial condition, and operating results.
Further, some of our suppliers may provide services from outside the United States, which carries additional regulatory and legal obligations. We rely on suppliers to provide us with contractual assurances and to disclose accurate information regarding risks associated with their provision of products or services in accordance with our policies and standards, including our Supplier Code of Conduct and our third-party risk management practices. The failure of our suppliers to comply with our expectations and policies could expose us to additional legal and litigation risks and lead to unexpected contract terminations.
Sociopolitical volatility and polarization may adversely affect our business operations and reputation.
The current sociopolitical environment is characterized by deep complexity, volatility, and polarization on various social and political issues. The increasing intersection of technology and politics has led to rapid and unpredictable shifts in public sentiment. Social media and digital platforms have amplified the voices of various stakeholders, creating the potential for swift change in public opinion and stronger reactions to corporate actions. As a company that sells products and services across the nation to millions of customers, these dynamics increase the risk of potential reputational damage, boycotts, and shifts in consumer behavior that could adversely affect our brand, sales, and profitability. Our ability to respond effectively, sensitively, and authentically to the expectations and concerns of our customers, employees, and other stakeholders is key to mitigating these risks. If we are unable to manage these challenges effectively, there may be adverse impacts on our business, reputation, financial condition, and operating results.
Additionally, we are subject to emerging and evolving regulatory requirements and frameworks regarding environmental, social and governance matters, including recently enacted or proposed legislation in jurisdictions such as California. The ultimate scope of these regulations may change as they are finalized, and they may not be uniform across jurisdictions. Meeting these obligations may require significant investments of time, capital, and personnel.
Risks Related to Our Indebtedness
Our substantial level of indebtedness could adversely affect our business flexibility and ability to service our debt and could increase our borrowing costs.
We have, and we expect that we will continue to have, a substantial amount of debt. Our substantial level of indebtedness could have the effect of, among other things, reducing our flexibility in responding to changing business, economic, market, and industry conditions and increasing the amount of cash required to service our debt. In addition, this level of indebtedness may
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also reduce funds available for capital expenditures, any Board-approved share repurchases, dividends, or other activities. Those impacts may put us at a competitive disadvantage relative to other companies with lower debt levels. Further, we may incur substantial additional indebtedness in the future, subject to the restrictions contained in our debt instruments, if any, which could increase the risks associated with our capital structure.
Our ability to service our substantial debt obligations will depend on future performance, which will be affected by business, economic, market, and industry conditions and other factors. There is no guarantee that we will be able to generate sufficient cash flow to service our debt obligations when due. If we are unable to meet such obligations or fail to comply with the financial and other restrictive covenants contained in the agreements governing such debt obligations, we may be required to refinance all or part of our debt, sell important strategic assets at unfavorable prices, or make additional borrowings. We may not be able to, at any given time, refinance our debt, sell assets, or make additional borrowings on commercially reasonable terms or at all, which could have a material adverse effect on our business, financial condition, and operating results.
Changes in credit market conditions and other factors could adversely affect our ability to raise debt favorably.
Instability in the global financial markets, inflation, policies of various governmental and regulatory agencies, including changes in monetary policy and interest rates, and other general economic conditions could lead to volatility in the credit and equity markets. This volatility could limit our access to the capital markets, leading to higher borrowing costs or, in some cases, an inability to obtain financing on terms that are acceptable to us or at all. Further, deterioration in our operating performance may lead to a decrease in our credit ratings, which could also impact our ability to access the debt capital markets at rates favorable or acceptable to us.
In addition, any hedging agreements we may enter into to limit our exposure to interest rate increases or foreign currency fluctuations may not offer complete protection from these risks or may be unsuccessful, and consequently may effectively increase the interest rate we pay on our debt or the exchange rate with respect to any debt we may incur in a foreign currency, and any portion not subject to such hedging agreements would have full exposure to interest rate increases or foreign currency fluctuations, as applicable. If any financial institutions that are parties to our hedging agreements were to default on their payment obligations to us, declare bankruptcy or become insolvent, we would be unhedged against the underlying exposures. Any posting of collateral by us under our hedging agreements and the modification or termination of any of our hedging agreements could negatively affect our liquidity or other financial metrics. Any of these risks could have a material adverse effect on our business, financial condition, and operating results.
Risks Related to Legal and Regulatory Matters
Failure to maintain effective internal control over financial reporting could impair our compliance with Section 404 of the Sarbanes-Oxley Act, which could lead to material misstatements in our financial statements and adversely affect our operations and reputation.
We rely on robust internal controls to provide reasonable assurance regarding the reliability of our financial information and the preparation of our financial statements. These controls include, among other things, properly designed processes, clear policies and procedures, competent personnel, effective oversight functions, and reliable information systems that facilitate the collection, processing, and communication of financial data. As we continue to refine and improve our systems to align with our evolving business needs, there is no assurance that these improvements will be implemented without delays or disruptions. A failure or significant delay in updating our systems, or a failure to effectively integrate new systems with existing processes, could compromise the effectiveness of our internal controls. If our internal controls are not effectively designed or properly implemented, or if changes to our business processes or organizational structure outpace our internal controls’ ability to adapt, we could experience material weaknesses or other deficiencies.
Any material weaknesses or other control deficiencies that may arise in the future could require significant time and resources to remediate. If we are unable to remediate material weaknesses in internal control over financial reporting, then our ability to analyze, record and report financial information free of material misstatements, to prepare financial statements within the time periods specified by the rules and forms of the SEC and otherwise to comply with the requirements of Section 404 of the Sarbanes-Oxley Act would be negatively impacted. As a result, we could face legal fines and penalties, diminished investor confidence, and adverse impacts on our access to the capital markets, potentially resulting in a decline in our stock price and harm to our reputation.
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Compliance with the current regulatory framework, including our national security obligations, and any changes in regulations or in the regulatory framework under which we operate could adversely affect our business, financial condition, and operating results.
We are subject to regulatory oversight by various federal, state, and local agencies, as well as judicial review and actions, on issues related to the telecommunications industry that include, but are not limited to, roaming, interconnection, spectrum allocation and licensing, facilities siting, pole attachments, intercarrier compensation, Universal Service Fund (“USF”), 911 services, robocalling/robotexting, consumer protection, consumer privacy, and cybersecurity. We are also subject to regulations in connection with other aspects of our business, including device financing and insurance activities.
The FCC regulates the licensing, construction, modification, operation, ownership, sale, and interconnection of wireless communications systems, as do some state and local regulatory agencies. In particular, the FCC imposes significant regulation on licensees of wireless spectrum with respect to how radio spectrum is used by licensees or at what power levels, the nature of the services that licensees may offer and how the services may be offered, and the resolution of issues of interference between operators in the same or adjacent spectrum bands. Changes necessary to resolve interference issues or concerns may have a significant impact on our ability to fully utilize our spectrum. Additionally, the FTC and other federal and state agencies have asserted that they have jurisdiction over some consumer protection matters, and the elimination and prevention of anticompetitive business practices with respect to the provision of wireless products and services.
We cannot assure that the FCC or any other federal, state, or local agencies will not adopt or change regulations, change or discontinue existing programs, implement new programs, or take enforcement or other actions that would adversely affect our business, impose new costs, or require changes in current or planned operations, including timing of the shutdown of legacy technologies.
We also face potential investigations by, and inquiries from or actions by state public utility commissions. We also cannot assure that Congress will not amend the Communications Act, from which the FCC obtains its authority, and which serves to limit state authority, or enact other legislation in a manner that could be adverse to our business.
Failure to comply with applicable regulations could have a material adverse effect on our business, financial condition, and operating results. We could be subject to fines, forfeitures, and other penalties (including, in extreme cases, revocation of our spectrum licenses) for failure to comply with the FCC or other governmental regulations, even if any such noncompliance was unintentional. The loss of any licenses, or any related fines or forfeitures, could adversely affect our business, financial condition, and operating results.
In addition, we operate under agreements with U.S. government agencies, including a mitigation agreement with the Committee on Foreign Investment in the United States, under which we are required to implement and maintain certain security measures and practices to address national security. Our national security obligations may limit our control over certain U.S. facilities, contracts, personnel, vendor selection, and operations, which could adversely affect our business, financial condition, and operating results. Any failure to fulfill our obligations could result in additional compliance cost, substantial fines, penalties, or other legal and administrative actions, liabilities, and reputational harm.
Laws and regulations relating to the handling of privacy, data protection, and AI may result in increased costs, legal claims, fines, or reputational damage.
Since 2020, more than a dozen states have enacted new, comprehensive privacy laws that create new data privacy rights for residents of those states and new compliance obligations for us and the industry in general, in addition to private rights of action for certain types of data breaches. These include the California Consumer Privacy Act (“CCPA”) and similar laws in other states. Pending legislation in a number of other states would create similar laws elsewhere. All of these new privacy laws and others that we expect to be developed and enacted going forward will impose additional data protection obligations and potential liability on companies such as ours doing business in those states. Further, privacy laws also limit our ability to collect and use personal information.
We have incurred and will continue to incur significant implementation costs to ensure compliance with the CCPA, new privacy laws in other states, and their related regulations, including managing the complexity of laws that vary from state to state. Both federal and state governments are considering additional privacy laws and regulations which, if passed, could further impact our business, strategies, offerings, and initiatives and cause us to incur further costs. Any actual or perceived failure to comply with the CCPA, other data privacy laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by governmental entities and private parties,
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damages for contract breaches, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.
AI-related laws and regulations continue to remain uncertain and may vary from jurisdiction to jurisdiction. Our obligations to comply with the evolving legal and regulatory landscape may require us to incur significant additional costs or limit our ability to incorporate certain AI capabilities into our business operations or product offerings. As we integrate AI technologies into our business, we must navigate varying regulations that could impact our operations and product development. Additionally, the use of AI may also raise certain ethical issues or concerns, and while we are focused on developing and implementing AI responsibly, we may be unable to identify or resolve those issues before they arise. Failure to comply with these regulations or prevent AI-related issues or unintended consequences from occurring, could result in fines, penalties, or restrictions on our use of AI, which could adversely affect our business.
Outside of the United States, as a result of our business acquisitions, we are subject to an expanding set of privacy, data protection, and related regulatory requirements in jurisdictions where we conduct operations or process personal data. These laws may apply based on factors such as our establishment or operations in a jurisdiction or data processing activities conducted there. Certain international data protection regimes, including those in the European Union and the United Kingdom, impose specific obligations on the collection, use, sharing, and transfer of personal data. Compliance with these obligations may increase operational complexity and costs, limit our ability to use or transfer data across jurisdictions, or require changes to our products, services, or business practices. Enforcement approaches and penalties vary by jurisdiction and may include significant fines or other sanctions, as well as reputational harm.
Unfavorable outcomes of legal proceedings may adversely affect our business, reputation, financial condition, cash flows, and operating results.
We and our affiliates are involved in various disputes, governmental and/or regulatory inspections, investigations and proceedings, mass arbitrations, and litigation matters. For more information, see “– Contingencies and Litigation – Litigation and Regulatory Matters” in Note 18 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
In addition, we, along with equipment manufacturers and other carriers, are subject to current and potential future lawsuits alleging adverse health effects arising from the use of wireless handsets or from wireless transmission equipment such as cell towers. In addition, the FCC has from time to time gathered data regarding wireless device emissions, and its assessment of the risks associated with using wireless devices may evolve based on its findings. The Department of Health and Human Services has indicated that it is undertaking a study on electromagnetic radiation and health research. Any allegations of adverse health effects or changes in risk assessments could result in customers purchasing fewer devices and wireless services, could result in significant legal and regulatory liability, and could have a material adverse effect on our business, reputation, financial condition, cash flows, and operating results.
Such legal proceedings can be complex, costly, and highly disruptive to our business operations by diverting the attention and energy of management and other key personnel. The assessment of the outcome of legal proceedings, including our potential liability, if any, is a highly subjective process that requires judgments about future events that are not within our control. The amounts ultimately received or paid upon settlement or pursuant to a final judgment, order, or decree may differ materially from amounts accrued in our financial statements. In addition, litigation or similar proceedings could impose restraints on our current or future manner of doing business. Such potential outcomes including judgments, awards, settlements or orders could have a material adverse effect on our business, reputation, financial condition, cash flows and operating results.
Our business may be adversely impacted if we are not able to protect our intellectual property rights or if we infringe on the intellectual property rights of others.
We rely on a variety of intellectual property assets, including patents, copyrights, trademarks, and domains, to maintain our competitiveness. If we are unable to protect our intellectual property due to factors such as changes in U.S. intellectual property laws, the value of our intellectual property may become impaired, which may adversely impact our business and financial results.
Additionally, we have faced and will continue to face various litigations alleging that our products or services infringe patents or other intellectual property of third parties, including potential litigation arising from our use of AI. If successful, these litigations could result in an award of financial compensation, including damages or royalties, business disruptions, reputational harm, or an order requiring that we cease offering, selling, and using the relevant products, equipment, services, and network functions. Defending against such litigation is not only costly and time-consuming, but it may also be disruptive to our business operations and divert resources and attention. Furthermore, the outcomes of these litigations are inherently uncertain.
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Our suppliers and vendors also face and will continue to face, intellectual property litigation related to the technology used in the products, equipment, and services they provide to us. If successful, such litigation against our suppliers and vendors might impact their ability to continue to provide the relevant products, equipment, and services to us.
We offer regulated financial services products. These products expose us to a wide variety of state and federal regulations.
The financing of devices, such as through our EIP, and the offering of co-branded banking products, such as our T-Mobile Money debit card and T-Mobile Visa credit card, impact our regulatory compliance obligations. Failure to remain compliant with applicable regulations may increase our risk exposure in the following areas:
•consumer complaints and potential examinations or enforcement actions by federal and state regulatory agencies, including, but not limited to, the Consumer Financial Protection Bureau, state attorneys general, the FCC, and the FTC; and
•regulatory fines, penalties, enforcement actions, civil litigation, and/or class action lawsuits. Failure to comply with applicable regulations and the realization of any of these risks could have a material adverse effect on our business, financial condition, and operating results.
Our business may be impacted by new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations.
We are subject to a wide variety of federal, state, and local taxes, fees, and regulatory charges. Tax laws and regulations are dynamic and subject to change through new legislation and evolving legislative, regulatory, administrative, and judicial interpretations. Changes in tax laws or their interpretation or enforcement could affect our tax rates, tax liabilities, and the carrying value of deferred tax assets or liabilities.
With respect to taxes on our products and services, we calculate, collect, and remit various federal, state, and local taxes, fees, and regulatory charges (“taxes”) to numerous governmental authorities, including sales taxes, Universal Service Fund contributions, common carrier regulatory charges, and public safety fees. Because many of our service plans are tax inclusive, increases in such taxes may adversely impact our business results.
In many cases, the application of existing, newly enacted, or amended tax laws may be uncertain and subject to different interpretations, especially when evaluated against new technologies and telecommunications services, such as broadband internet access and cloud-related services. Legislative changes, administrative interpretations, and judicial decisions affecting the scope or application of tax laws could also impact reported revenue and taxes due on tax inclusive plans. Additionally, failure to comply with any applicable tax laws could subject us to additional taxes, fines, penalties, or other adverse actions.
Our wireless licenses are subject to renewal and may be revoked in the event that we violate applicable laws.
Our existing wireless licenses are subject to renewal upon the expiration of the period for which they are granted. Our licenses have been granted with an expectation of renewal, and the FCC generally has approved our license renewal applications. However, the Communications Act provides that licenses may be revoked for cause and license renewal applications denied if the FCC determines that a renewal would not serve the public interest. If we fail to timely file to renew any wireless license or fail to meet any regulatory requirements for renewal, including construction and substantial service requirements, we could be denied a license renewal. Many of our wireless licenses are subject to interim or final construction requirements, and there is no guarantee that the FCC will find our construction, or the construction of prior licensees, sufficient to meet the build-out or renewal requirements. Accordingly, we cannot assure that the FCC will renew our wireless licenses upon their expiration. If any of our wireless licenses were to be revoked or not renewed upon expiration, we would not be permitted to provide services under that license, which could have a material adverse effect on our business, financial condition, and operating results.
Risks Related to Ownership of Our Common Stock
Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions and proceedings, which could limit the ability of our stockholders to obtain a judicial forum of their choice for disputes with the Company or its directors, officers, or employees.
Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on
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behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Company's bylaws, or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. This choice of forum provision does not waive our compliance with our obligations under the federal securities laws and the rules and regulations thereunder. Moreover, the provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act or by the Securities Act of 1933, as amended.
This choice of forum provision may increase costs to bring a claim, discourage claims, or limit a stockholder's ability to bring a claim in a judicial forum that the stockholder finds favorable for disputes with the Company or its directors, officers or employees, which may discourage such lawsuits against the Company and its directors, officers and employees, even though an action, if successful, might benefit our stockholders. Alternatively, if a court were to find the choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could increase our costs of litigation and adversely affect our business and financial condition.
DT controls a majority of the voting power of our common stock and the T-Mobile trademarks we utilize in our business and may have interests that differ from the interests of our other stockholders.
DT controls a majority of the voting power of our common stock and therefore we are a “controlled company,” as defined in the NASDAQ Stock Market LLC (“NASDAQ”) listing rules, and we are not subject to NASDAQ requirements that would otherwise require us to have a majority of independent directors, a nominating committee composed solely of independent directors or a compensation committee composed solely of independent directors. Accordingly, our stockholders will not be afforded the same protections as stockholders of other NASDAQ-listed companies generally receive with respect to corporate governance for so long as we rely on these exemptions from the corporate governance requirements.
In addition, pursuant to our Certificate of Incorporation and the Second Amended and Restated Stockholders’ Agreement, as long as DT beneficially owns 30% or more of our outstanding common stock, we are restricted from taking certain actions without DT’s prior written consent, including (i) incurring indebtedness above certain levels based on a specified debt to cash flow ratio, (ii) taking any action that would cause a default under any instrument evidencing indebtedness involving DT or its affiliates, (iii) acquiring or disposing of assets or entering into mergers or similar acquisitions in excess of $1.0 billion, (iv) changing the size of our Board of Directors, (v) subject to certain exceptions, issuing equity of 10% or more of the then-outstanding shares of our common stock, or issuing equity to redeem debt held by DT, (vi) repurchasing or redeeming equity securities or making any extraordinary or in-kind dividend other than on a pro rata basis, or (vii) making certain changes involving our CEO. We are also restricted from amending our Certificate of Incorporation and bylaws in any manner that could adversely affect DT’s rights under the Second Amended and Restated Stockholders’ Agreement for as long as DT beneficially owns 5% or more of our outstanding common stock. These restrictions could prevent us from taking actions that our Board of Directors might otherwise determine are in the best interests of the Company and our stockholders, or that may be in the best interests of our other stockholders.
DT effectively has control over all matters submitted to our stockholders for approval, including the election or removal of directors, changes to our Certificate of Incorporation, a sale or merger of our Company and other transactions requiring stockholder approval under Delaware law. DT’s controlling interest may have the effect of making it more difficult for a third party to acquire, or discouraging a third party from seeking to acquire, the Company and DT, as the controlling stockholder, may have strategic, financial, or other interests different from those of our other stockholders, including as the holder of a portion of our debt and as the counterparty in a number of commercial arrangements, and may make decisions adverse to the interests of our other stockholders.
In addition, we license certain trademarks from DT, including the right to use the trademark “T-Mobile” as a name for the Company and our flagship brand under a trademark license agreement, as amended, with DT. As described in more detail in our Proxy Statement on Schedule 14A filed with the SEC on April 18, 2025 under the heading “Transactions with Related Persons and Approval,” we are obligated to pay DT a royalty in an amount equal to 0.25% (the “royalty rate”) of the net revenue (as defined in the trademark license) generated by products and services sold by the Company under the licensed trademarks subject to a cap of $80 million per calendar year through December 31, 2028. We and DT are obligated to negotiate a new trademark license when (i) DT has 50% or less of the voting power of the outstanding shares of capital stock of the Company or (ii) any third party owns or controls, directly or indirectly, 50% or more of the voting power of the outstanding shares of capital stock of the Company, or otherwise has the power to direct or cause the direction of the management and policies of the Company. If we and DT fail to agree on a new trademark license, either we or DT may terminate the trademark license and such termination shall be effective, in the case of clause (i) above, on the third anniversary after a notice of termination and, in the case of clause (ii) above, on the second anniversary after a notice of termination. A further increase in the royalty rate or
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termination of the trademark license could have a material adverse effect on our business, financial condition, and operating results.
We cannot guarantee that our current and future stockholder return programs will be fully utilized or that they will enhance long-term stockholder value.
Our Board of Directors has authorized, and may from time to time authorize, stockholder return programs, consisting of repurchases of shares of our common stock, the payment of cash dividends, or both. The specific timing and amount of any share repurchases and any dividend payments under any stockholder return program will depend on prevailing share prices, general economic and market conditions, Company performance and other considerations, such as whether the Company determines that there are other uses for the funds currently authorized for the program that would be more advantageous for our business. In addition, the specific timing and amount of any dividend payments are subject to declaration on future dates by the Board of Directors in its sole discretion.
Any stockholder return program could impact our cash flows, affect the trading price of our common stock, and increase volatility. We cannot guarantee that any stockholder return program will be fully consummated or that it will enhance long-term stockholder value. Our current and future stockholder return programs do not, and will not, obligate the Company to acquire any particular amount of common stock or to declare and pay any particular amount of dividends, and any program may be suspended or discontinued at any time at the Company’s discretion. Any announcement of termination of any program may result in a decrease in the price of our common stock.
Future sales of our common stock by DT and foreign ownership limitations by the FCC could have a negative impact on our stock price and decrease the value of our stock.
We cannot predict the effect, if any, that market sales of shares of our common stock by DT will have on the prevailing trading price of our common stock. Sales of a substantial number of shares of our common stock could cause our stock price to decline.
We and DT are parties to the Second Amended and Restated Stockholders’ Agreement pursuant to which DT is free to transfer its shares in public sales without notice, as long as such transactions would not result in a third party owning more than 30% of the outstanding shares of our common stock. If a transfer were to exceed the 30% threshold, it would be prohibited unless the transfer were approved by our Board of Directors, or the transferee were to make a binding offer to purchase all of the other outstanding shares on the same price and terms. The Second Amended and Restated Stockholders’ Agreement does not otherwise impose any other restrictions on the sales of common stock by DT. Moreover, the Second Amended and Restated Stockholders’ Agreement generally requires us to cooperate with DT to facilitate the resale of our common stock or debt securities held by DT under shelf registration statements we have filed.
DT has incrementally sold limited amounts of shares of our common stock in the open market. Any additional sale of shares of our common stock by DT (other than in transactions involving the purchase of all of our outstanding shares) could significantly increase the number of shares available in the market, which could cause a decrease in our stock price. In addition, even if DT does not sell a large number of its shares into the market, their rights to transfer a large number of shares into the market could depress our stock price.
Furthermore, under existing law, no more than 20% of an FCC licensee’s capital stock may be directly owned, or no more than 25% indirectly owned, or voted by non-U.S. citizens or their representatives, by a foreign government or its representatives or by a foreign corporation. If an FCC licensee is controlled by another entity, up to 25% of that entity’s capital stock may be owned or voted by non-U.S. citizens or their representatives, by a foreign government or its representatives or by a foreign corporation. Foreign ownership above the 25% holding company level may be allowed if the FCC finds such higher levels consistent with the public interest. The FCC has ruled that higher levels of foreign ownership, even up to 100%, are presumptively consistent with the public interest with respect to investors from certain nations. If our foreign ownership by previously unapproved foreign parties were to exceed the permitted level without further FCC authorization, the FCC could subject us to a range of penalties, including an order for us to divest the foreign ownership in part, fines, license revocation or denials of license renewals. If ownership of our common stock by an unapproved foreign entity were to become subject to such limitations, or if any ownership of our common stock violates any other rule or regulation of the FCC applicable to us, our Certificate of Incorporation provides for certain redemption provisions at a pre-determined price which may be less than fair market value. These limitations and our Certificate of Incorporation may limit our ability to attract additional equity financing outside the United States and decrease the value of our common stock.
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Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
Our Cybersecurity Approach and Integration
We have implemented processes for overseeing and identifying material risks from cybersecurity threats, and our cybersecurity processes are integrated into the Company’s overall risk management system and processes. As part of management’s oversight of cybersecurity, Mark Clancy, our Senior Vice President, Cybersecurity, presents on our cybersecurity practices to the Nominating, Corporate Governance and Compliance Committee of our Board of Directors (the “NCGC Committee”) and to our full Board of Directors on a periodic basis. Our Chief Audit Executive periodically presents enterprise risks, including cybersecurity risks, to the Audit Committee of our Board of Directors (the “Audit Committee”). Our Chief Compliance Officer regularly attends meetings of the NCGC Committee to provide insights from the compliance perspective relating to cybersecurity.
Cyber risk management is a core component of the Company's governance structure. We utilize the National Institute of Standards and Technology’s Cybersecurity Framework as a guide in cyber risk management to identify, assess, and assist cybersecurity leadership in managing cybersecurity risks. Cyber risk management encompasses partnerships among teams that are responsible for cyber governance, prevention, detection, and remediation activities within the Company’s cybersecurity environment. As part of our cyber risk management efforts, we conduct periodic reviews and collaborate with enterprise-wide risk assessments to assess and manage cybersecurity risks. Our cybersecurity team also provides enterprise-wide cybersecurity training for employees to continuously improve our mitigation against human-driven vulnerabilities.
Our management also conducts a quarterly enterprise-wide risk assessment that considers a wide spectrum of risks facing the Company, including cybersecurity. Through these quarterly risk assessments, management informs the Audit Committee of the cyber risk landscape facing the Company and the Company’s preparedness to manage such risk. The enterprise-wide risk assessment is a top-down risk assessment that leverages the assessments performed by cyber risk management.
Engagement with External Experts
The Company engages top-tier external cybersecurity firms, as needed, leveraging their expertise as part of our ongoing effort to evaluate and enhance our cybersecurity program. They help with cyber defense capabilities (including staff enhancement of certain functions) and transformation to mitigate associated threats, reduce risk, enhance our cybersecurity posture, and meet the Company's evolving needs.
Oversight of Third-Party Service Providers
Our third-party risk management program includes processes for identifying and managing material cybersecurity risks arising from third-party providers. Our third-party risk management program actively engages with the enterprise-wide risk assessment process and partners with cyber risk management to report relevant risks to the NCGC Committee, the Audit Committee and our internal Enterprise Risk & Compliance Committee. Our third-party risk management program includes cybersecurity as an aspect of its risk assessment of third parties with the objective that key risks are identified and addressed. Moreover, the program also considers risks associated with certain fourth parties, entities that are partners or subcontractors of our direct third-party vendors, through assessments carried out by our third-party service providers.
Cybersecurity Incident Impact
As previously disclosed, in August 2021, we experienced a cybersecurity incident that resulted in numerous lawsuits, including mass arbitration claims and multiple class action lawsuits. In January 2023, we experienced another cybersecurity incident that also resulted in consumer class actions and regulatory inquiries. Legal and other costs related to these proceedings and inquiries, as well as any potential future actions, may be substantial, and losses associated with any adverse judgments, settlements, penalties or other resolutions of such proceedings and inquiries could be material to our business, reputation, financial condition, cash flows and operating results. For additional details regarding the impact of both cybersecurity incidents, see Note 18 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
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We have not identified other known risks from previous cybersecurity threats that have materially affected or are reasonably likely to materially affect us. However, we face ongoing risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect business strategy, financial condition or operating results. See “Risk Factors – We have experienced cyberattacks and could in the future be further harmed by disruption, data loss or other security breaches, whether directly or indirectly through third parties whose products and services we rely on in operating our business.”
Governance
Disclosure of Management’s Responsibilities
Chief Information Officer
The Chief Information Officer is responsible for overseeing the Company’s information technology systems, digital capabilities, and cybersecurity practices. Mark Clancy, our Senior Vice President, Cybersecurity, under the direction of the Chief Information Officer, is responsible for overseeing the cybersecurity organization and promoting a security-centric culture throughout our business and operational functions. The Senior Vice President, Cybersecurity, is at the forefront of enhancing our cybersecurity framework and strengthening the overall cybersecurity program. This involves upgrading tools and capabilities, which are part of a broader, multi-year strategy to continue to enhance security measures. The Senior Vice President, Cybersecurity, oversees the cyber risk management function, which identifies cybersecurity threats, assesses cybersecurity risks and supports the Chief Information Officer and the Company in managing such risks.
As the Company’s Chief Information Officer, Jeff Simon has extensive experience in risk management and information security, including serving as the Chief Information Security Officer at Fidelity National Information Services, Inc. Mr. Simon received his Master of Science in Computer Science, Software Engineering & Artificial Intelligence from the Johns Hopkins Whiting School of Engineering and Bachelor of Science in Business Administration and Applied Economics from Marquette University. Mr. Simon is a Certified Information Systems Security Professional.
As the Company’s Senior Vice President, Cybersecurity, Mark Clancy has over 25 years of experience in information technology, information security, and cybersecurity, including serving as the Chief Information and Security Officer and Vice President of Cybersecurity and Fraud at Sprint Corporation. Mr. Clancy received his Bachelor of Science in Electrical and Electronics Engineering from Drexel University.
Enterprise Risk & Compliance Committee
Our Enterprise Risk & Compliance Committee is comprised of a collective of senior management representatives and subject matter experts from across the Company. The Enterprise Risk & Compliance Committee is chaired by the Chief Financial Officer of the Company, with the Chief Legal Officer and General Counsel as the co-chair and comprises core members including the Chief Information Officer, while the Senior Vice President, Cybersecurity, serves in an advisory capacity. The purpose of the Enterprise Risk & Compliance Committee is to oversee and govern the Company’s risk management, environmental, social, corporate governance, cybersecurity, and operational compliance activities, as well as provide a means of bringing risk issues to the attention of management. Specific to cybersecurity, the Chief Information Officer and the Senior Vice President, Cybersecurity, have the expertise to provide insights into the nature of cyber threats, the Company’s readiness, and actions taken to mitigate such risks.
Disclosure of the Board’s Roles and Responsibilities
Our Board of Directors oversees risks from cybersecurity threats using a multi-faceted approach that involves the NCGC Committee and Audit Committee and various executive roles. Additionally, our Chief Information Officer and Senior Vice President, Cybersecurity, report on cybersecurity to the full Board.
Nominating, Corporate Governance and Compliance Committee
The NCGC Committee oversees risks associated with data privacy and information security, which encompasses cybersecurity. Our Senior Vice President, Cybersecurity, and Chief Compliance Officer, among other executives, provide periodic reports to the NCGC Committee and also meet with the NCGC Committee to discuss any material events when they arise. The periodic reports are designed to keep the NCGC Committee abreast of the Company’s cybersecurity practices, risks and trends in cybersecurity threats. The NCGC Committee also has discussions with management focused on evaluating the Company’s exposure to cybersecurity risks and cybersecurity practices in place to mitigate such risks. These discussions enable the NCGC Committee to be informed of the steps management is taking to detect, monitor and manage cybersecurity risks. These reports
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to the NCGC Committee typically include information on any significant incidents that have occurred, how they were managed, and any changes to the risk profile of the Company. The NCGC Committee seeks updates to facilitate proactive governance and to allow the NCGC Committee to address emerging cybersecurity issues with management.
Audit Committee
The Audit Committee is integral to overseeing the Company’s overall risk management strategies, including cybersecurity risks and disclosures. To keep the Audit Committee informed, the Chief Audit Executive maintains a direct and open communication channel with the Audit Committee. Regular meetings are held for the Chief Audit Executive to report to the Audit Committee. These include an enterprise-wide risk assessment that highlights cybersecurity risks and cybersecurity risk mitigation actions. Additionally, the Audit Committee receives updates on significant incidents and cybersecurity risks that have been presented to or discussed with the Enterprise Risk & Compliance Committee.
Item 2. Properties
Our properties are best described on a collective basis, as no individual property is material. Our property and equipment consists of the following:
| (percent of gross property and equipment) | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Wireless communications systems | 71 | % | 71 | % |
| Land, buildings and building equipment | 5 | % | 5 | % |
| Data processing equipment and other | 24 | % | 24 | % |
| Total | 100 | % | 100 | % |
Wireless communications systems primarily consist of assets used to operate our wireless network and information technology data centers, including switching equipment, radio frequency equipment, tower assets, 5G broadband gateways, construction in progress and leasehold improvements related to the wireless network and asset retirement costs.
Land, buildings and building equipment primarily consist of land and land improvements, central office buildings or any other buildings that house network equipment, buildings used for administrative and other purposes, related construction in progress and certain network service equipment.
Data processing equipment and other primarily consist of data processing equipment, office equipment, capitalized software, leased wireless devices, construction in progress and leasehold improvements.
We also lease distributed antenna systems and small cell sites, as well as properties throughout the United States that contain data and switching centers, customer call centers, retail locations, warehouses and administrative spaces.
Item 3. Legal Proceedings
For more information regarding the legal proceedings in which we are involved, see Note 18– Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is traded on the NASDAQ Global Select Market under the symbol “TMUS.” We are included within the S&P 500 in the Wireless Telecommunication Services GICS (Global Industry Classification Standard) Sub-Industry index. As of February 6, 2026, there were 13,410 registered stockholders of record of our common stock, but we estimate the total number of stockholders to be much higher as a number of our shares are held by brokers or dealers for their customers in street name.
During the year ended December 31, 2025, we declared and paid cash dividends totaling $3.66 per share, as part of our 2025 Stockholder Return Program (as defined below). Additionally, on December 4, 2025, our Board of Directors declared a quarterly cash dividend of $1.02 per share on our issued and outstanding common stock, which will be paid on March 12, 2026, to stockholders of record as of the close of business on February 27, 2026, as part of our 2026 Stockholder Return Program (as defined below).
Issuer Purchases of Equity Securities
The table below provides information regarding our share repurchases during the three months ended December 31, 2025:
| (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) | ||
|---|---|---|---|---|---|---|
| October 1, 2025 - October 31, 2025 | 1,246,978 | $ | 215.24 | 1,246,978 | $ | 3,340 |
| November 1, 2025 - November 30, 2025 | 5,218,414 | 209.36 | 5,218,414 | 2,248 | ||
| December 1, 2025 - December 31, 2025 | 5,453,744 | 201.51 | 5,453,744 | 14,614 | ||
| Total | 11,919,136 | 11,919,136 |
(1) On December 13, 2024, we announced that our Board of Directors authorized a stockholder return program for up to an additional $14.0 billion through December 31, 2025 (the “2025 Stockholder Return Program”). On December 11, 2025, we announced that our Board of Directors authorized a stockholder return program for up to an additional $14.6 billion that will run through December 31, 2026 (the “2026 Stockholder Return Program”). The amounts presented represent the remaining dollar amount authorized for purchase under the 2025 Stockholder Return Program and 2026 Stockholder Return Program, as applicable, as of the end of the period, which has been reduced by the amount of any cash dividends declared and paid by the Company.
See Note 15 - Stockholder Return Programs of the Notes to the Consolidated Financial Statements for more information about our 2025 Stockholder Return Program and 2026 Stockholder Return Program.
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Performance Graph
The graph below compares the five-year cumulative total returns of T-Mobile, the S&P 500 index, the NASDAQ Composite index and the Dow Jones US Mobile Telecommunications TSM index. The graph tracks the performance of a $100 investment, with the reinvestment of all dividends, from December 31, 2020 to December 31, 2025.
The five-year cumulative total returns of T-Mobile, the S&P 500 index, the NASDAQ Composite index and the Dow Jones US Mobile Telecommunications TSM index, as illustrated in the graph above, are as follows:
| At December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in dollars) | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | ||||||
| T-Mobile US, Inc. | $ | 100.00 | $ | 86.01 | $ | 103.82 | $ | 119.41 | $ | 166.80 | $ | 155.79 |
| S&P 500 | 100.00 | 128.71 | 105.40 | 133.10 | 166.40 | 196.16 | ||||||
| NASDAQ Composite | 100.00 | 122.18 | 82.43 | 119.22 | 154.48 | 187.14 | ||||||
| Dow Jones US Mobile Telecommunications TSM | 100.00 | 91.37 | 82.48 | 88.64 | 108.82 | 112.06 |
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are to provide users of our consolidated financial statements with the following:
•A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
•Context to the consolidated financial statements; and
•Information that allows assessment of the likelihood that past performance is indicative of future performance.
Our MD&A is provided as a supplement to, and should be read together with, our audited consolidated financial statements as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, included in Part II, Item 8 of this Form 10-K. Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc. and its consolidated subsidiaries.
Acquisition of UScellular Wireless Business
Transaction Overview
On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC for the acquisition of substantially all of UScellular’s wireless operations and select AWS, PCS, 600 MHz, 700 MHz and other spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through exchange offers to certain UScellular debtholders.
On May 23, 2025, we launched exchange offers (the “Exchange Offers”) for any and all of certain outstanding senior notes of UScellular for new notes of T-Mobile with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular. In conjunction with the Exchange Offers, we also solicited consents for each series of the outstanding senior notes of UScellular to effect a number of amendments to the applicable indenture under which each such series of notes were issued and are governed (the “Consent Solicitations”). The consummation of the Exchange Offers and Consent Solicitations were subject to the closing of the UScellular Acquisition (as defined below), which occurred on August 1, 2025.
On July 22, 2025, we entered into asset purchase agreements for the acquisition of substantially all of the wireless operations assets (together with UScellular’s wireless operations and select spectrum assets, the “UScellular Wireless Business”) of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership, and Iowa RSA No. 12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of $175 million payable in cash. Prior to our acquisition of the Iowa Entities, UScellular held a minority interest in each of the Iowa Entities.
The UScellular Wireless Business offers a comprehensive range of wireless communications products and services. As a combined company, we expect to increase competition in the telecommunications industry, achieve synergies and enhance our rural 5G coverage with our combined network footprint. Following the closing of the transactions, UScellular and the Iowa Entities will retain ownership of their other spectrum licenses, as well as their towers.
On August 1, 2025, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals (the “UScellular Acquisition Date”), we completed the acquisition of the UScellular Wireless Business, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.
For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.
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UScellular Merger-Related Costs
Merger-related costs associated with the UScellular Acquisition to date include:
•Integration costs to achieve efficiencies in network, retail, information technology and back office operations and migrate customers to the T-Mobile network and billing systems;
•Restructuring costs, including contract terminations, severance and network decommissioning; and
•Transaction costs, including legal and professional services related to the completion of the UScellular Acquisition.
UScellular merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance. See “Adjusted EBITDA and Core Adjusted EBITDA” in the “Performance Measures” section of this MD&A. Net cash payments for UScellular merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.
UScellular merger-related costs are presented below:
| (in millions) | Year Ended December 31, | Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % | ||||||||||
| UScellular merger-related costs | ||||||||||||
| Cost of services, exclusive of depreciation and amortization | $ | 31 | $ | — | 31 | NM | ||||||
| Cost of equipment sales, exclusive of depreciation and amortization | 10 | — | NM | |||||||||
| Selling, general and administrative | 222 | 26 | 754 | % | ||||||||
| Total UScellular merger-related costs | $ | 263 | $ | 26 | 237 | 912 | % | |||||
| Net cash payments for UScellular merger-related costs | $ | 139 | $ | 22 | 117 | 532 | % |
All values are in US Dollars.
NM - Not meaningful
Anticipated Impacts
As a result of our UScellular Acquisition restructuring and integration activities, we expect to realize cost efficiencies by eliminating redundancies within our combined network as well as other business processes and operations. Upon completion of these activities, we expect to achieve total annual run rate cost synergies of $1.2 billion, consisting of $950 million in operating expenses and $250 million in capital expenditures, with costs to achieve expected to be approximately $2.6 billion.
Our restructuring and integration activities associated with the UScellular Acquisition are expected to occur over the next two years with substantially all costs incurred and associated cash payments made by the end of fiscal year 2027. We are evaluating additional restructuring initiatives associated with the UScellular Acquisition, which are dependent on consultations and negotiations with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the costs and related payments.
Acquisition of Vistar Media Inc.
On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc. (“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million.
For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.
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Acquisition of Blis Holdco Limited
On February 18, 2025, we entered into a share purchase agreement for the acquisition of 100% of the outstanding capital stock of Blis Holdco Limited (“Blis”), a provider of advertising solutions (the “Blis Acquisition”).
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million.
For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.
Acquisition of Ka’ena Corporation
On May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”). The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026. On the Ka’ena Acquisition Date, and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million. A portion of the upfront payment made on the Ka’ena Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena. The amount of the upfront payment was subject to customary adjustments, and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.
Based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout.
Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues. Upon the closing of the Ka’ena Acquisition, this relationship was effectively terminated, and the Company acquired Ka’ena’s prepaid customer relationships and began to recognize service revenues associated with these customers within Prepaid revenues and operating expenses primarily within Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income subsequent to the Ka’ena Acquisition Date.
For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.
Sprint Merger-Related Costs
Sprint Merger-related costs generally include:
•Integration costs to achieve efficiencies in network, retail, information technology and back office operations, migrate customers to the T-Mobile network and billing systems and the impact of legal matters assumed as part of the Merger;
•Restructuring costs, including severance, store rationalization and network decommissioning; and
•Transaction costs, including legal and professional services related to the completion of the transactions.
Sprint Merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance. See “Adjusted EBITDA and Core Adjusted EBITDA” in the “Performance Measures” section of this MD&A. Net cash payments for Sprint Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.
During the year ended December 31, 2024, we recognized a gain for the $100 million extension fee previously paid by DISH associated with the DISH License Purchase Agreement (as defined in Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements) as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income. The gain was presented as a reduction in Merger-related costs and excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA. See Note 7 –
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Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for more information.
As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with the Sprint Merger and, accordingly, no longer separately disclose Sprint Merger-related costs. The cash payments for the Sprint Merger-related costs incurred extend beyond 2025 and primarily relate to operating leases for which we have recognized accelerated lease expense.
Sprint Merger-related costs are presented below:
| (in millions) | Year Ended December 31, | 2025 Versus 2024 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | Change | % Change | Change | % Change | ||||||||||||||
| Sprint Merger-related costs | ||||||||||||||||||||
| Cost of services, exclusive of depreciation and amortization | $ | — | $ | 180 | $ | 652 | (180) | (100) | % | (472) | (72) | % | ||||||||
| Cost of equipment sales, exclusive of depreciation and amortization | — | — | (12) | NM | (100) | % | ||||||||||||||
| Selling, general and administrative | — | (59) | 394 | (100) | % | (115) | % | |||||||||||||
| Total Sprint Merger-related costs | $ | — | $ | 121 | $ | 1,034 | (121) | (100) | % | (913) | (88) | % | ||||||||
| Net cash payments for Sprint Merger-related costs | $ | 219 | $ | 767 | $ | 1,973 | (548) | (71) | % | (1,206) | (61) | % |
All values are in US Dollars.
NM - Not meaningful
Joint Ventures
On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, EQT Infrastructure VI (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III. On April 1, 2025, we completed the joint acquisition of Lumos, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. The funds invested by us will be used by the joint venture to fund future fiber builds. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan. Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships.
On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform. On July 24, 2025, we completed the joint acquisition of Metronet upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 residential fiber customers. Following the joint acquisition, Metronet became a wholesale services provider, and its residential fiber retail operations and customers transitioned to us. We do not anticipate making further capital contributions under the existing business plan.
We account for the Lumos and Metronet joint ventures under the equity method of accounting with our proportionate share of earnings (losses) presented within Other (expense) income, net on our Consolidated Statements of Comprehensive Income. We recognize revenues for fiber customers and the related wholesale costs paid to the joint ventures for network access within Postpaid revenues and Cost of services, respectively, on our Consolidated Statements of Comprehensive Income.
The joint ventures will focus on market identification and selection, build plans, network engineering and design, network deployment and customer installation, with us owning customer relationships and selling fiber service under the T-Mobile brand.
For more information regarding the Lumos and Metronet joint ventures, see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements.
Network Restructuring Initiative
Recent technological advancements have enhanced our Customer-Driven Coverage insights, enabling us to identify, assess and shut down low customer value sites. In the fourth quarter of 2025, we began implementing restructuring initiatives to identify
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and realize these cost savings on our network, excluding activities associated with the UScellular Acquisition (the “Network Restructuring Initiative”). The major activities associated with the Network Restructuring Initiative include the rationalization of network and backhaul services and the decommissioning of cell sites and distributed antenna systems to reduce our overall network cost. Our Network Restructuring Initiative also includes the termination of certain of our operating leases for cell sites and switch sites.
Network Restructuring Initiative costs are presented below:
| Year Ended<br>December 31, 2025 | ||
|---|---|---|
| (in millions) | ||
| Network Restructuring Initiative | ||
| Cost of services, exclusive of depreciation and amortization | $ | 93 |
| Depreciation and amortization | 97 | |
| Total Network Restructuring Initiative costs | $ | 190 |
Our Network Restructuring Initiative is expected to occur over the next two years with a majority of costs incurred by the end of fiscal year 2026. We currently expect to incur between $500 million and $800 million of costs associated with the Network Restructuring Initiative.
We are evaluating additional restructuring activities associated with the Network Restructuring Initiative, which are dependent on consultations and negotiations with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments.
See Note 19 – Restructuring Costs of the Notes to the Consolidated Financial Statements for more information.
2025 Workforce Transformation
In the fourth quarter of 2025, we began implementing a restructuring initiative to streamline operations by centralizing leaders and teams, reducing organizational layers, and eliminating duplicative roles (the “2025 Workforce Transformation”). We intend to reinvest the expected cost savings from the 2025 Workforce Transformation into the business, including into our digital transformation initiatives.
During the year ended December 31, 2025, we recorded a pre-tax charge of $390 million, related to the 2025 Workforce Transformation, which is included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income. We have incurred a majority of the costs associated with our 2025 Workforce Transformation initiative, with the remaining costs of approximately $150 million expected to be substantially incurred by the end of the first quarter of 2026. We expect substantially all associated employee separations and related cash outflows to occur in 2026.
See Note 19 – Restructuring Costs of the Notes to the Consolidated Financial Statements for more information.
2023 Workforce Reduction
In August 2023, we implemented an initiative to reduce the size of our workforce by approximately 5,000 positions, just under 7% of our total employee base, primarily in corporate and back-office functions, and some technology roles.
During the year ended December 31, 2023, we recorded a pre-tax charge of $462 million, related to the 2023 Workforce Transformation, which is included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
See Note 19 – Restructuring Costs of the Notes to the Consolidated Financial Statements for more information.
One Big Beautiful Bill Act
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “OBBBA”) into law. The OBBBA includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions, limitations on interest deductions based on a tax EBITDA framework, and current deductibility of domestic research and development costs. These provisions were generally effective beginning in 2025 and did not have a material impact on our income tax payments or effective tax rate for the year ended December 31, 2025. We currently anticipate they will partially
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defer our income tax payments and will not have a material impact on our effective tax rate in future years. Management continues to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.
Revenue Trends
In 2026, we expect Postpaid service revenues to continue to grow, primarily due to continued postpaid account and customer growth as well as postpaid Average Revenue per Account (“ARPA”) growth driven by the execution of our strategy to continuously deepen our account relationships, including growth in broadband. We expect Wholesale and other service revenues to remain relatively flat to slightly up, primarily from an increase in advertising revenues, offset by lower MVNO revenues, including lower EchoStar and TracFone MVNO revenues.
Operating Expense Trends
In 2026, we expect Total operating expenses to increase, primarily driven by higher Depreciation and amortization from assets placed into service associated with our continued build-out of our nationwide 5G network, as well as higher Cost of equipment sales, driven by higher expected unit sales from a growing customer base and higher Cost of services and Selling, general and administrative expenses, including from the result of our recently closed UScellular Acquisition.
Macroeconomic Trends
Macroeconomic trends may result in adverse impacts on our business, and we continue to monitor these potential impacts, including potential economic recession, changes in the Federal Reserve’s monetary policy, as well as geopolitical risks, including the Ukraine-Russia and Israel-Hamas wars and further escalations thereof. Such scenarios and uncertainties may affect, among others, expected credit loss activity as well as certain fair value estimates.
To date, price inflation has not had a significant impact on our operations as we have fixed rates established through long-term contracts for many of our most significant costs, including for many of our tower agreements and backhaul contracts. Similarly, our exposure to the impact of fluctuating interest rates is limited, primarily to any new debt issuances or draws on our Revolving Credit Facility (as defined below), as interest is paid on our Senior Notes at a fixed rate. We continue to monitor the impact of these trends on the payment performance of our customers.
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Results of Operations
Set forth below is a summary of our consolidated financial results:
| Year Ended December 31, | 2025 Versus 2024 | 2024 Versus 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | Change | % Change | Change | % Change | ||||||
| Revenues | |||||||||||||
| Postpaid revenues | $ | 57,932 | $ | 52,340 | $ | 48,692 | 11 | % | 7 | % | |||
| Prepaid revenues | 10,497 | 10,399 | 9,767 | 98 | 1 | % | 632 | 6 | % | ||||
| Wholesale and other service revenues | 2,877 | 3,439 | 4,782 | (562) | (16) | % | (1,343) | (28) | % | ||||
| Total service revenues | 71,306 | 66,178 | 63,241 | 5,128 | 8 | % | 2,937 | 5 | % | ||||
| Equipment revenues | 15,972 | 14,263 | 14,138 | 1,709 | 12 | % | 125 | 1 | % | ||||
| Other revenues | 1,031 | 959 | 1,179 | 72 | 8 | % | (220) | (19) | % | ||||
| Total revenues | 88,309 | 81,400 | 78,558 | 6,909 | 8 | % | 2,842 | 4 | % | ||||
| Operating expenses | |||||||||||||
| Cost of services, exclusive of depreciation and amortization shown separately below | 11,497 | 10,771 | 11,655 | 726 | 7 | % | (884) | (8) | % | ||||
| Cost of equipment sales, exclusive of depreciation and amortization shown separately below | 21,277 | 18,882 | 18,533 | 2,395 | 13 | % | 349 | 2 | % | ||||
| Selling, general and administrative | 23,470 | 20,818 | 21,311 | 2,652 | 13 | % | (493) | (2) | % | ||||
| Impairment expense | 278 | — | — | 278 | NM | — | NM | ||||||
| Gain on disposal group held for sale | — | — | (25) | — | NM | 25 | (100) | % | |||||
| Depreciation and amortization | 13,508 | 12,919 | 12,818 | 589 | 5 | % | 101 | 1 | % | ||||
| Total operating expenses | 70,030 | 63,390 | 64,292 | 6,640 | 10 | % | (902) | (1) | % | ||||
| Operating income | 18,279 | 18,010 | 14,266 | 269 | 1 | % | 3,744 | 26 | % | ||||
| Other expense, net | |||||||||||||
| Interest expense, net | (3,774) | (3,411) | (3,335) | (363) | 11 | % | (76) | 2 | % | ||||
| Other (expense) income, net | (224) | 113 | 68 | (337) | (298) | % | 45 | 66 | % | ||||
| Total other expense, net | (3,998) | (3,298) | (3,267) | (700) | 21 | % | (31) | 1 | % | ||||
| Income before income taxes | 14,281 | 14,712 | 10,999 | (431) | (3) | % | 3,713 | 34 | % | ||||
| Income tax expense | (3,289) | (3,373) | (2,682) | 84 | (2) | % | (691) | 26 | % | ||||
| Net income | $ | 10,992 | $ | 11,339 | $ | 8,317 | (3) | % | 36 | % | |||
| Statement of Cash Flows Data | |||||||||||||
| Net cash provided by operating activities | $ | 27,950 | $ | 22,293 | $ | 18,559 | 25 | % | 20 | % | |||
| Net cash used in investing activities | (17,607) | (9,072) | (5,829) | (8,535) | 94 | % | (3,243) | 56 | % | ||||
| Net cash used in financing activities | (10,081) | (12,815) | (12,097) | 2,734 | (21) | % | (718) | 6 | % | ||||
| Non-GAAP Financial Measures | |||||||||||||
| Adjusted EBITDA | $ | 33,937 | $ | 31,864 | $ | 29,428 | 7 | % | 8 | % | |||
| Core Adjusted EBITDA | 33,924 | 31,771 | 29,116 | 2,153 | 7 | % | 2,655 | 9 | % | ||||
| Adjusted Free Cash Flow | 17,995 | 17,032 | 13,586 | 963 | 6 | % | 3,446 | 25 | % |
All values are in US Dollars.
NM - Not meaningful
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The following discussion and analysis is for the year ended December 31, 2025, compared to the same period in 2024, unless otherwise stated. For a discussion and analysis of the year ended December 31, 2024, compared to the same period in 2023, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on January 31, 2025.
Total revenues increased $6.9 billion, or 8%. The components of these changes are discussed below.
Postpaid revenues increased $5.6 billion, or 11%, primarily from:
•Higher average postpaid accounts, including following the acquisitions of UScellular, Metronet and Lumos; and
•Higher postpaid ARPA. See “Postpaid ARPA” in the “Performance Measures” section of this MD&A.
Prepaid revenues increased $98 million, or 1%, primarily from:
•Higher average prepaid customers, primarily from the prepaid customers acquired through the Ka’ena Acquisition; partially offset by
•Lower prepaid ARPU. See “Prepaid ARPU” in the “Performance Measures” section of this MD&A.
Wholesale and other service revenues decreased $562 million, or 16%, primarily from:
•Lower MVNO revenues, including lower EchoStar and TracFone MVNO revenues and the impact from the Ka’ena Acquisition; and
•Lower Affordable Connectivity Program revenues; partially offset by
•Higher advertising revenues, primarily from the acquisitions of Vistar and Blis.
Equipment revenues increased $1.7 billion, or 12%, primarily from:
•An increase in device sales revenue, primarily from:
•Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix; and
•A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition, partially offset by lower Assurance Wireless devices; and
•An increase in liquidation revenue, primarily due to a higher number of liquidated devices.
Other revenues were essentially flat.
Total operating expenses increased $6.6 billion, or 10%. The components of this change are discussed below.
Cost of services, exclusive of depreciation and amortization, increased $726 million, or 7% primarily from:
•Higher costs following the acquisition of the UScellular Wireless Business;
•Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos;
•$111 million of severance and related costs associated with the 2025 Workforce Transformation;
•Higher third-party costs primarily due to higher subscribers and the launch of T-Satellite; and
•Network Restructuring Initiative costs.
Cost of equipment sales, exclusive of depreciation and amortization, increased $2.4 billion, or 13%, primarily from:
•An increase in device cost of equipment sales, primarily from:
•Higher average cost per device sold, primarily driven by an increase in the high-end phone mix; and
•A higher number of devices sold, primarily driven by higher postpaid upgrades and following the acquisition of the UScellular Wireless Business, partially offset by lower Assurance Wireless devices; and
•An increase in liquidation costs, primarily due to a higher number of liquidated devices.
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Selling, general and administrative expenses increased $2.7 billion, or 13%, primarily from:
•Higher personnel-related costs, including payroll and benefits;
•Higher advertising expenses;
•Higher costs following the UScellular Acquisition, including merger-related costs;
•Prior year recognition of $202 million of gains associated with the closing of certain spectrum exchange transactions, $105 million of legal-related insurance recoveries and a $100 million gain for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased;
•$279 million of severance and related costs associated with the 2025 Workforce Transformation; and
•Higher bad debt expense driven by higher customers and device sales, including following the UScellular Acquisition; partially offset by
•A $151 million gain recognized in the current year related to the completed sale of a portion of our 3.45 GHz spectrum licenses.
Impairment expense was $278 million for the year ended December 31, 2025, due to the impairment of capitalized software development costs related to our billing system. See Note 6 – Property and Equipment of the Notes to the Consolidated Financial Statements for additional information.
Depreciation and amortization increased $589 million, or 5%, primarily from:
•Higher depreciation expense from assets acquired in the UScellular Acquisition and the continued build-out of our nationwide 5G network;
•Higher amortization of capitalized software driven by increased in-service software related to our ongoing digital transformation initiatives; and
•Higher amortization from intangible assets acquired through our acquisitions in the current year; partially offset by
•The acceleration of depreciation for certain technology assets in the prior year.
Operating income, the components of which are discussed above, increased $269 million, or 1%.
Interest expense, net increased $363 million, or 11%, primarily from higher interest expense due to higher average debt outstanding and a higher average effective interest rate.
Other (expense) income, net changed $337 million, from other net income of $113 million for the year ended December 31, 2024, to other net expense of $224 million for the year ended December 31, 2025, primarily from:
•Our proportionate share of losses from the Lumos and Metronet joint ventures recognized during the current year; and
•Prior year recognition of an $80 million gain, associated with the partial settlement of the Sprint Retirement Pension Plan retiree obligations. See Note 13 – Employee Compensation and Benefit Plans of the Notes to the Consolidated Financial Statements for additional information.
Income before income taxes, the components of which are discussed above, was $14.3 billion and $14.7 billion for the years ended December 31, 2025 and 2024, respectively.
Income tax expense decreased $84 million, or 2%, primarily from:
•Lower income before income taxes; and
•An increase in excess tax benefits related to the vesting of restricted stock awards; partially offset by
•Net tax benefits recognized in the prior year from adjustments to certain tax reserves.
Our effective tax rate was 23.0% and 22.9% for the years ended December 31, 2025 and 2024, respectively.
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Net income, the components of which are discussed above, was $11.0 billion and $11.3 billion for the years ended December 31, 2025 and 2024, respectively. Net income for the year ended December 31, 2025 included:
•Severance and related costs associated with the 2025 Workforce Transformation of $293 million, net of tax; and
•Impairment expense related to certain capitalized software development costs related to our billing system of $208 million, net of tax.
Guarantor Financial Information
Pursuant to the applicable indentures and supplemental indentures, the Senior Notes to affiliates and third parties issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation (collectively, the “Issuers”) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by T-Mobile (“Parent”) and certain of Parent’s 100% owned subsidiaries (“Guarantor Subsidiaries”).
The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Generally, the guarantees of the Guarantor Subsidiaries with respect to the Senior Notes issued by T-Mobile USA, Inc. (other than $3.5 billion in principal amount of Senior Notes issued in 2017 and 2018) and the credit agreement entered into by T-Mobile USA, Inc. will be automatically and unconditionally released if, immediately following such release and any concurrent releases of other guarantees, the aggregate principal amount of indebtedness of non-guarantor subsidiaries (other than certain specified subsidiaries) would not exceed $2.0 billion. The indentures, supplemental indentures and credit agreements governing the long-term debt contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and to merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.
Basis of Presentation
The following tables include summarized financial information of the obligor groups of debt issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation. The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.
The summarized balance sheet information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:
| (in millions) | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Current assets | $ | 22,347 | $ | 16,741 |
| Noncurrent assets | 179,075 | 179,335 | ||
| Current liabilities | 22,526 | 18,279 | ||
| Noncurrent liabilities | 132,327 | 122,934 | ||
| Due to non-guarantors | 1,469 | 1,507 | ||
| Due to related parties | 2,174 | 2,098 |
The summarized results of operations information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:
| (in millions) | Year Ended <br>December 31, 2025 | Year Ended<br>December 31, 2024 | ||
|---|---|---|---|---|
| Total revenues | $ | 85,455 | $ | 78,996 |
| Operating income | 15,080 | 14,463 | ||
| Net income | 8,620 | 8,360 | ||
| Revenue from non-guarantors | 2,691 | 2,619 | ||
| Operating expenses to non-guarantors | 2,493 | 2,481 | ||
| Other income (expense) to non-guarantors | 12 | (116) |
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The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint is presented in the table below:
| (in millions) | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Current assets | $ | 12,459 | $ | 10,970 |
| Noncurrent assets | 17,604 | 14,734 | ||
| Current liabilities | 16,354 | 12,683 | ||
| Noncurrent liabilities | 101,281 | 96,145 | ||
| Due to non-guarantors (1) | 17,339 | 21,371 | ||
| Due to related parties | 2,174 | 2,098 |
(1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2025.
The summarized results of operations information for the consolidated obligor group of debt issued by Sprint is presented in the table below:
| (in millions) | Year Ended <br>December 31, 2025 | Year Ended<br>December 31, 2024 | ||
|---|---|---|---|---|
| Total revenues | $ | 839 | $ | 330 |
| Operating loss | (4,437) | (3,628) | ||
| Net loss | (8,958) | (8,101) | ||
| Other expense, net, to non-guarantors | (444) | (584) |
The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:
| (in millions) | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Current assets | $ | 12,459 | $ | 10,970 |
| Noncurrent assets | 17,604 | 14,734 | ||
| Current liabilities | 16,426 | 12,756 | ||
| Noncurrent liabilities | 97,390 | 92,278 | ||
| Due to non-guarantors (1) | 8,371 | 12,318 | ||
| Due to related parties | 2,174 | 2,098 |
(1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2025.
The summarized results of operations information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:
| (in millions) | Year Ended <br>December 31, 2025 | Year Ended<br>December 31, 2024 | ||
|---|---|---|---|---|
| Total revenues | $ | 839 | $ | 330 |
| Operating loss | (4,437) | (3,628) | ||
| Net loss | (8,935) | (8,041) | ||
| Other expense, net, to non-guarantors | (164) | (257) |
Performance Measures
In managing our business and assessing financial performance, we supplement the information provided by our consolidated financial statements with other operating or statistical data and non-GAAP financial measures. These operating and financial measures are utilized by our management to evaluate our operating performance and, in certain cases, our ability to meet liquidity requirements. Although companies in the telecommunications industry may not define each of these measures in precisely the same way, we believe that these measures facilitate comparisons with other companies in the industry on key operating and financial measures.
Starting with the three months ending March 31, 2026, we will shift away from reporting total customers, including total postpaid, postpaid phone, prepaid, and broadband customers, to better align with the Company’s long-held priority on growing high-value accounts, which management believes is the best reflection of value creation versus customers. Correspondingly, with this shift, we will no longer report postpaid phone ARPU and prepaid ARPU.
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Postpaid Accounts
A postpaid account is generally defined as a billing account number that generates revenue. Postpaid accounts generally consist of customers that are qualified for postpaid service utilizing phones, 5G broadband gateways, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service.
The following table sets forth the number of ending postpaid accounts:
| As of December 31, | 2025 Versus 2024 | 2024 Versus 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | # Change | % Change | # Change | % Change | |||
| Postpaid accounts (1) (2) (3) | 34,240 | 30,894 | 29,797 | 3,346 | 11 | % | 1,097 | 4 | % |
(1) In the third quarter of 2025, we acquired 1,448,000 postpaid accounts through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(2) In the third quarter of 2025, we acquired 633,000 postpaid accounts from Metronet and other acquisitions.
(3) In the second quarter of 2025, we acquired 85,000 postpaid accounts from Lumos.
Postpaid Net Account Additions
The following table sets forth the number of postpaid net account additions:
| Year Ended December 31, | 2025 Versus 2024 | 2024 Versus 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | # Change | % Change | # Change | % Change | |||
| Postpaid net account additions | 1,180 | 1,097 | 1,271 | 83 | 8 | % | (174) | (14) | % |
Postpaid net account additions increased 83,000, or 8%, for the year ended December 31, 2025, primarily from:
•Higher gross account additions, including fiber account additions following the acquisitions of Metronet and Lumos; partially offset by
•Higher account deactivations, including the impact from a growing account base; and
•The temporary impact of current year rate plan optimizations.
Customers
A customer is generally defined as a SIM number with a unique T-Mobile identifier that is associated with an account that generates revenue. Customers are qualified either for postpaid service utilizing phones, 5G broadband gateways, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.
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The following table sets forth the number of ending customers:
| As of December 31, | 2025 Versus 2024 | 2024 Versus 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | # Change | % Change | # Change | % Change | |||
| Customers, end of period | ||||||||||
| Postpaid phone customers (1) | 85,594 | 79,013 | 75,936 | 6,581 | 8 | % | 3,077 | 4 | % | |
| Postpaid other customers (1) (2) (3) | 30,851 | 25,105 | 22,116 | 5,746 | 23 | % | 2,989 | 14 | % | |
| Total postpaid customers | 116,445 | 104,118 | 98,052 | 12,327 | 12 | % | 6,066 | 6 | % | |
| Prepaid customers (1) (4) | 25,943 | 25,410 | 21,648 | 533 | 2 | % | 3,762 | 17 | % | |
| Total customers | 142,388 | 129,528 | 119,700 | 12,860 | 10 | % | 9,828 | 8 | % | |
| Adjustments to customers (1) (2) (3) (4) (5) | 4,878 | 3,504 | 170 | 1,374 | 39 | % | 3,334 | NM |
(1)In the third quarter of 2025, we acquired 3,287,000 postpaid phone customers, 390,000 postpaid other customers, including 141,000 5G broadband customers, and 349,000 prepaid customers through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(2)In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.
(3)In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
(4)In the second quarter of 2024, we acquired 3,504,000 prepaid customers through the Ka’ena Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena and T-Mobile.
(5)In the fourth quarter of 2023, we recognized a base adjustment to increase postpaid phone customers by 20,000 and increase postpaid other customers by 150,000 due to fewer customers than expected whose service was deactivated as a result of the network shutdowns.
NM - Not meaningful
5G broadband customers included in Postpaid other customers were 7,602,000 and 5,742,000 as of December 31, 2025 and 2024, respectively. 5G broadband customers included in Prepaid customers were 848,000 and 688,000 as of December 31, 2025 and 2024, respectively. Fiber customers included in Postpaid other customers were 997,000 as of December 31, 2025.
Net Customer Additions
The following table sets forth the number of net customer additions:
| Year Ended December 31, | 2025 Versus 2024 | 2024 Versus 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | # Change | % Change | # Change | % Change | ||||
| Net customer additions | |||||||||||
| Postpaid phone customers | 3,294 | 3,077 | 3,082 | 217 | 7 | % | (5) | — | % | ||
| Postpaid other customers | 4,504 | 2,989 | 2,568 | 1,515 | 51 | % | 421 | 16 | % | ||
| Total postpaid customers | 7,798 | 6,066 | 5,650 | 1,732 | 29 | % | 416 | 7 | % | ||
| Prepaid customers | 184 | 258 | 282 | (74) | (29) | % | (24) | (9) | % | ||
| Total net customer additions | 7,982 | 6,324 | 5,932 | 1,658 | 26 | % | 392 | 7 | % | ||
| Adjustments to customers (1) (2) (3) (4) (5) | 4,878 | 3,504 | 170 | 1,374 | 39 | % | 3,334 | NM |
(1)In the third quarter of 2025, we acquired 3,287,000 postpaid phone customers, 390,000 postpaid other customers, including 141,000 5G broadband customers, and 349,000 prepaid customers through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(2)In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.
(3)In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
(4)In the second quarter of 2024, we acquired 3,504,000 prepaid customers through the Ka’ena Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena and T-Mobile.
(5)In the fourth quarter of 2023, we recognized a base adjustment to increase postpaid phone customers by 20,000 and increase postpaid other customers by 150,000 due to fewer customers than expected whose service was deactivated as a result of the network shutdowns.
NM - Not meaningful
Total net customer additions increased 1,658,000, or 26%, primarily from:
•Higher postpaid other net customer additions, primarily due to
•Higher net additions from mobile internet devices, including success from business customers and higher prior year deactivations of lower ARPU mobile internet devices in the educational sector activated during the COVID-19 pandemic and no longer needed;
•Higher broadband net additions; and
•Higher net additions from other connected devices; partially offset by
•Lower net additions from wearables; and
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•Higher postpaid phone net customer additions, primarily from higher gross additions, partially offset by higher churn and increased deactivations from a growing customer base; partially offset by
•Lower prepaid net customer additions, primarily from increased deactivations from a growing customer base, primarily due to the Ka’ena Acquisition, and higher prepaid to postpaid migrations, partially offset by higher gross additions.
•5G broadband net customer additions included in postpaid other net customer additions were 1,719,000 and 1,454,000 for the years ended December 31, 2025 and 2024, respectively. 5G broadband net customer additions included in prepaid net customer additions were 160,000 and 200,000 for the years ended December 31, 2025 and 2024, respectively.
•Fiber net customer additions included in postpaid other net customer additions were 136,000 for the year ended December 31, 2025.
Churn
Churn represents the number of customers whose service was deactivated as a percentage of the average number of customers during the specified period further divided by the number of months in the period. The number of customers whose service was deactivated is presented net of customers that subsequently had their service restored within a certain period of time and excludes customers who received service for less than a certain minimum period of time. We believe that churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.
The following table sets forth the churn:
| Year Ended December 31, | Bps Change 2025 Versus 2024 | Bps Change 2024 Versus 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| Postpaid phone churn | 0.93 | % | 0.86 | % | 0.87 | % | 7 bps | -1 bps | ||||
| Prepaid churn | 2.72 | % | 2.73 | % | 2.76 | % | -1 bps | -3 bps |
Postpaid phone churn increased 7 basis points, primarily due to higher industry switching and from the temporary impact of current year rate plan optimizations. Prepaid churn decreased slightly.
Postpaid Average Revenue Per Account
Postpaid Average Revenue per Account (“ARPA”) represents the average monthly postpaid service revenue earned per account. Postpaid ARPA is calculated as Postpaid revenues for the specified period divided by the average number of postpaid accounts during the period, further divided by the number of months in the period. We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assists in forecasting our future postpaid service revenues on a per account basis. We consider postpaid ARPA to be indicative of our revenue growth potential given the increase in the average number of postpaid phone customers per account and increases in postpaid other customers, including 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).
The following table sets forth our operating measure ARPA:
| (in dollars) | Year Ended December 31, | 2025 Versus 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | Change | % Change | Change | % Change | |||||||||||||
| Postpaid ARPA | $ | 148.97 | $ | 143.85 | $ | 139.27 | 5.12 | 4 | % | 4.58 | 3 | % |
All values are in US Dollars.
Postpaid ARPA increased $5.12, or 4%, primarily from:
•The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;
•An increase in customers per account, including from the continued adoption of 5G broadband and continued growth of T-Mobile for Business customers, partially offset by fiber and UScellular accounts with fewer customers per account; and
•Higher premium services, primarily high-end rate plans, net of contra revenues for content included in such plans, and discounts for specific affinity groups, such as 55+, military and first responders; partially offset by
•Increased promotional activity, including the success of bundled offerings.
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Average Revenue Per User
Average Revenue per User (“ARPU”) represents the average monthly service revenue earned per customer. ARPU is calculated as service revenues for the specified period divided by the average number of customers during the period, further divided by the number of months in the period. We believe ARPU provides management, investors and analysts with useful information to assess and evaluate our service revenue per customer and assist in forecasting our future service revenues generated from our customer base. Postpaid phone ARPU excludes postpaid other customers and related revenues, which include 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).
The following table sets forth our operating measure ARPU:
| (in dollars) | Year Ended December 31, | 2025 Versus 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | Change | % Change | Change | % Change | |||||||||||||
| Postpaid phone ARPU | $ | 50.37 | $ | 49.35 | $ | 48.83 | 1.02 | 2 | % | 0.52 | 1 | % | |||||||
| Prepaid ARPU | 34.14 | 36.06 | 37.92 | (5) | % | (5) | % |
All values are in US Dollars.
Postpaid Phone ARPU
Postpaid phone ARPU increased $1.02, or 2%, primarily from:
•The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;
•Higher premium services, primarily high-end rate plans, net of contra revenues for content included in such plans, and discounts for specific affinity groups, such as 55+, military and first responders; partially offset by continued growth in T-Mobile for Business customers with lower ARPU given larger account sizes; and
•The impact of customers acquired in the UScellular Acquisition, which have slightly higher ARPU; partially offset by
•Increased promotional activity, including the success of bundled offerings.
Prepaid ARPU
Prepaid ARPU decreased $1.92, or 5%, primarily from the inclusion of lower ARPU prepaid customers associated with the Ka’ena Acquisition and dilution from promotional activity and rate plan mix.
Adjusted EBITDA and Core Adjusted EBITDA
Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization, stock-based compensation and certain expenses, gains and losses, which are not reflective of our ongoing operating performance (“Special Items”). Special Items include Sprint Merger-related costs and UScellular merger-related costs (collectively, “Merger-related costs”), costs associated with our Network Restructuring Initiative, certain legal-related expenses and recoveries, Impairment expense, restructuring costs not directly attributable to the Sprint Merger or UScellular Acquisition (including severance), and other non-core gains and losses. Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues. Adjusted EBITDA margin represents Adjusted EBITDA divided by Service revenues. Core Adjusted EBITDA margin represents Core Adjusted EBITDA divided by Service revenues.
Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin are non-GAAP financial measures utilized by our management, including our chief operating decision maker, to monitor the financial performance of our operations and allocate resources of the Company as a whole. We historically used Adjusted EBITDA, and we currently use Core Adjusted EBITDA internally as a measure to evaluate and compensate our personnel and management for their performance. We use Adjusted EBITDA and Core Adjusted EBITDA as benchmarks to evaluate our operating performance in comparison to our competitors. Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and to facilitate comparisons with other wireless communications and broadband services companies because they are indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, non-cash stock-based compensation, and Special Items. Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the Company’s device financing strategy, by excluding the impact of device lease revenues from Adjusted EBITDA, to align with the exclusion of the related depreciation expense on leased devices from Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted
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EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with GAAP.
The following table illustrates the calculation of Adjusted EBITDA and Core Adjusted EBITDA and reconciles Adjusted EBITDA and Core Adjusted EBITDA to Net income, which we consider to be the most directly comparable GAAP financial measure:
| Year Ended December 31, | 2025 Versus 2024 | 2024 Versus 2023 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except percentages) | 2025 | 2024 | 2023 | Change | % Change | Change | % Change | ||||||||||||||
| Net income | $ | 10,992 | $ | 11,339 | 8,317 | $ | (347) | % | $ | 3,022 | 36 | % | |||||||||
| Adjustments: | |||||||||||||||||||||
| Interest expense, net | 3,774 | 3,411 | 363 | % | 76 | 2 | % | ||||||||||||||
| Other expense (income), net | 224 | (113) | 337 | % | (45) | 66 | % | ||||||||||||||
| Income tax expense | 3,289 | 3,373 | (84) | % | 691 | 26 | % | ||||||||||||||
| Operating income | 18,279 | 18,010 | 269 | % | 3,744 | 26 | % | ||||||||||||||
| Depreciation and amortization | 13,508 | 12,919 | 589 | % | 101 | 1 | % | ||||||||||||||
| Stock-based compensation (1) | 772 | 586 | 186 | % | (58) | (9) | % | ||||||||||||||
| Merger-related costs, net (2) | 263 | 147 | 116 | % | (887) | (86) | % | ||||||||||||||
| Network Restructuring Initiative costs | 93 | — | 93 | — | NM | ||||||||||||||||
| Legal-related expenses (recoveries), net (3) | 16 | (89) | 105 | % | (47) | 112 | % | ||||||||||||||
| Impairment expense | 278 | — | 278 | — | NM | ||||||||||||||||
| Gain on disposal group held for sale | — | — | — | 25 | (100) | % | |||||||||||||||
| Other, net (4) | 728 | 291 | 437 | % | (442) | (60) | % | ||||||||||||||
| Adjusted EBITDA | 33,937 | 31,864 | 2,073 | % | 2,436 | 8 | % | ||||||||||||||
| Lease revenues | (13) | (93) | 80 | % | 219 | (70) | % | ||||||||||||||
| Core Adjusted EBITDA | $ | 33,924 | $ | 31,771 | 29,116 | $ | 2,153 | % | $ | 2,655 | 9 | % | |||||||||
| Net income margin (Net income divided by Service revenues) | 15 | % | 17 | % | % | 400 bps | |||||||||||||||
| Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) | 48 | % | 48 | % | % | 100 bps | |||||||||||||||
| Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues) | 48 | % | 48 | % | % | 200 bps |
All values are in US Dollars.
(1)Stock-based compensation includes payroll tax impacts and may not agree with stock-based compensation expense on the consolidated financial statements. Additionally, certain stock-based compensation expenses associated with the Sprint Merger have been included in Merger-related costs, net.
(2)Merger-related costs, net, for the year ended December 31, 2024, includes the $100 million gain recognized for the extension fee previously paid by DISH associated with the DISH License Purchase Agreement.
(3)Legal-related expenses (recoveries), net, consists of the settlement of certain litigation and compliance costs associated with the August 2021 cyberattack and is presented net of insurance recoveries.
(4)Other, net, primarily consists of certain severance, restructuring and other expenses, gains and losses, not directly attributable to the Sprint Merger or UScellular Acquisition, which are not reflective of T-Mobile’s ongoing core business activities and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA. Other, net, for the year ended December 31, 2025, includes $390 million of severance and related costs associated with the 2025 Workforce Transformation. Other, net, for the year ended December 31, 2023, includes $462 million of severance and related costs associated with the 2023 Workforce Reduction.
NM - Not meaningful
Core Adjusted EBITDA increased $2.2 billion, or 7%, for the year ended December 31, 2025. The components comprising Core Adjusted EBITDA are discussed further above.
The increase was primarily from:
•Higher Total service revenues; and
•Higher Equipment revenues, excluding Lease revenues; partially offset by
•Higher Cost of equipment sales, excluding Special Items;
•Higher Selling, general and administrative expenses, excluding Special Items; and
•Higher Cost of services, excluding Special Items.
Adjusted EBITDA increased $2.1 billion, or 7%, for the year ended December 31, 2025, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $80 million for the year ended December 31, 2025.
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Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables, the Revolving Credit Facility (as defined below) and an unsecured short-term commercial paper program. Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt in the future to finance our business strategy under the terms governing our existing and future indebtedness.
Cash Flows
The following is a condensed schedule of our cash flows:
| Year Ended December 31, | 2025 Versus 2024 | 2024 Versus 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | Change | % Change | Change | % Change | ||||||
| Net cash provided by operating activities | $ | 27,950 | $ | 22,293 | $ | 18,559 | 25 | % | 20 | % | |||
| Net cash used in investing activities | (17,607) | (9,072) | (5,829) | (8,535) | 94 | % | (3,243) | 56 | % | ||||
| Net cash used in financing activities | (10,081) | (12,815) | (12,097) | 2,734 | (21) | % | (718) | 6 | % |
All values are in US Dollars.
Operating Activities
Net cash provided by operating activities increased $5.7 billion, or 25%, primarily from:
•A $4.6 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts payable and accrued liabilities, Accounts receivable, Short- and long-term operating lease liabilities and Other current and long-term liabilities, partially offset by higher use of cash from Other current and long-term assets, Inventory, and Equipment installment plan receivables; and
•A $1.0 billion increase in Net income, adjusted for non-cash income and expenses.
•Net cash provided by operating activities includes the impact of the Pledge Amendments as described below.
•Net cash provided by operating activities includes the impact of $358 million and $789 million in net payments for Merger-related costs for the years ended December 31, 2025 and 2024, respectively.
Investing Activities
Net cash used in investing activities increased $8.5 billion, or 94%. The use of cash was primarily from:
•$10.0 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network, including increased greenfield site builds, and incremental capital expenditures following the acquisition of UScellular;
•$4.1 billion in Investments in unconsolidated affiliates, net, primarily from the joint acquisitions of Metronet and Lumos;
•$3.5 billion of cash consideration, net of cash acquired, related to our acquisitions of UScellular, Vistar and Blis; and
•$2.6 billion in purchases of spectrum and intangible assets, including the fiber customers purchased from Metronet and Lumos (see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements) and remaining 600 MHz spectrum licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements); partially offset by
•$2.2 billion in Proceeds from the sale of property, equipment and intangible assets, primarily from the sale of a portion of the 3.45 GHz licenses to N77 License Co LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements).
Financing Activities
Net cash used in financing activities decreased $2.7 billion, or 21%. The use of cash was primarily from:
•$10.0 billion in Repurchases of common stock;
•$6.2 billion in Repayments of long-term debt;
•$4.1 billion in Dividends on common stock;
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•$1.3 billion in Repayments of financing lease obligations; and
•$434 million in Tax withholdings on share-based awards; partially offset by
•$12.0 billion in Proceeds from issuance of long-term debt, net.
Cash and Cash Equivalents
As of December 31, 2025, our Cash and cash equivalents were $5.6 billion compared to $5.4 billion at December 31, 2024.
Adjusted Free Cash Flow
Adjusted Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment, plus Proceeds from sales of tower sites and Proceeds related to beneficial interests in securitization transactions. Adjusted Free Cash Flow is a non-GAAP financial measure utilized by management, investors and analysts of our financial information to evaluate cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business. Adjusted Free Cash Flow margin is calculated as Adjusted Free Cash Flow divided by Service revenues. Adjusted Free Cash Flow margin is utilized by management, investors, and analysts to evaluate the Company’s ability to convert service revenue efficiently into cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business.
The table below provides a reconciliation of Adjusted Free Cash Flow to Net cash provided by operating activities, which we consider to be the most directly comparable GAAP financial measure:
| Year Ended December 31, | 2025 Versus 2024 | 2024 Versus 2023 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except percentages) | 2025 | 2024 | 2023 | Change | % Change | Change | % Change | ||||||||||||||
| Net cash provided by operating activities | $ | 27,950 | $ | 22,293 | 18,559 | $ | 5,657 | % | $ | 3,734 | 20 | % | |||||||||
| Cash purchases of property and equipment, including capitalized interest | (9,955) | (8,840) | (1,115) | % | 961 | (10) | % | ||||||||||||||
| Proceeds from sales of tower sites | — | — | — | (12) | (100) | % | |||||||||||||||
| Proceeds related to beneficial interests in securitization transactions | — | 3,579 | (3,579) | % | (1,237) | (26) | % | ||||||||||||||
| Adjusted Free Cash Flow | $ | 17,995 | $ | 17,032 | 13,586 | $ | 963 | % | $ | 3,446 | 25 | % | |||||||||
| Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) | 39 | % | 34 | % | % | 500 bps | |||||||||||||||
| Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) | 25 | % | 26 | % | % | 500 bps |
All values are in US Dollars.
NM - Not meaningful
Adjusted Free Cash Flow increased $963 million, or 6%, for the year ended December 31, 2025, primarily from.
•Higher Net cash provided by operating activities, as described above; partially offset by
•Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases, including for increased greenfield site builds and incremental capital expenditures following the acquisition of the UScellular Wireless Business.
•Certain cash proceeds associated with the sale of receivables, which were recognized within investing cash flows before November 1, 2024, are recognized as operating cash flows. This change had no net impact to Adjusted Free Cash Flow.
•Adjusted Free Cash Flow includes the impact of $358 million and $789 million in net payments for Merger-related costs for the years ended December 31, 2025 and 2024, respectively.
During the years ended December 31, 2025 and 2024, there were no significant net cash proceeds from securitization.
On October 22, 2024, we executed amendments (the “Pledge Amendments”) to the EIP Sale Arrangement and the Service Receivable Sale Arrangement (as discussed in Note 5 – Sales of Certain Receivables of the Notes to the Consolidated Financial Statements). Following the effective date of the Pledge Amendments of November 1, 2024, all cash proceeds associated with the sale of such receivables, a portion of which, prior to November 1, 2024, were recognized as Proceeds related to beneficial interests in securitization transactions within Net cash used in investing activities on our Consolidated Statements of Cash Flows, were recognized as operating cash flows. The Pledge Amendments did not have a net impact on Adjusted Free Cash Flow.
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Borrowing Capacity
We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $7.5 billion. As of December 31, 2025, there was no outstanding balance under the Revolving Credit Facility.
Subsequent to December 31, 2025, on January 5, 2026, we entered into a Second Amended and Restated Credit Agreement, which among other things, increased the aggregate commitment amount of the Revolving Credit Facility to $10.0 billion. See Note 9 – Debt of the Notes to the Consolidated Financial Statements for more information regarding the Second Amended and Restated Credit Agreement.
We maintain an unsecured short-term commercial paper program with the ability to borrow up to $2.0 billion from time to time. This program supplements our other available external financing arrangements and proceeds are expected to be used for general corporate purposes. As of December 31, 2025, there was no outstanding balance under this program.
Debt Financing
On January 31, 2025, we entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (“ECA Facility”), providing for a loan of up to $1.0 billion (the “ECA Facility due March 2036”). On March 17, 2025, we drew down the full $1.0 billion available under the ECA Facility due March 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Consolidated Statements of Cash Flows.
On August 29, 2025, we entered into an ECA Facility, providing for a loan of up to $1.0 billion (the “ECA Facility due November 2036”). During the fourth quarter of 2025, we drew down the full $1.0 billion available under the ECA Facility due November 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Consolidated Statements of Cash Flows.
As of December 31, 2025, our total debt and financing lease liabilities were $88.6 billion, excluding our tower obligations, of which $81.1 billion was classified as long-term debt and $1.1 billion was classified as long-term financing lease liabilities.
During the year ended December 31, 2025, we issued long-term debt for net proceeds of $12.0 billion, including proceeds from the ECA Facility due March 2036 and ECA Facility due November 2036, and redeemed and repaid short- and long-term debt with an aggregate principal amount of $6.2 billion.
Subsequent to December 31, 2025, on January 12, 2026, we issued $1.2 billion of 5.000% Senior Notes due 2036 and $850 million of 5.850% Senior Notes due 2056.
Subsequent to December 31, 2025, on January 22, 2026, we delivered notices of redemption on $3.0 billion aggregate principal amount of our 4.750% Senior Notes due 2028 and 4.750% Senior Notes to affiliates due 2028. We redeemed the notes at par on February 1, 2026.
Subsequent to December 31, 2025, on February 5, 2026, we entered into a master receivables financing agreement and borrowed $1.0 billion, maturing on February 5, 2027.
For more information regarding our debt financing transactions, see Note 9 – Debt of the Notes to the Consolidated Financial Statements.
License Purchase Agreements
On August 8, 2022, we entered into License Purchase Agreements to acquire spectrum in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) in exchange for total cash consideration of $3.5 billion. On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements, pursuant to which we and the Sellers agreed to bifurcate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No. 1 to the Amended and Restated License Purchase Agreements, whereby we deferred the closings of certain additional licenses in Chicago and Dallas into the second closing tranche. Together, the licenses with closings deferred into the second closing tranche represent approximately $1.1 billion of the aggregate $3.5 billion cash consideration.
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The FCC approved the purchase of the first tranche on December 29, 2023. The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.
The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024. The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.
The FCC approved the purchase of the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025. The purchase of the remaining licenses closed on June 2, 2025, and the associated payment of $604 million was made on the same day.
On September 12, 2023, we entered into a license purchase agreement with Comcast (the “Comcast License Purchase Agreement”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval. The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the Comcast License Purchase Agreement. On January 13, 2025, we and Comcast entered into an amendment to the Comcast License Purchase Agreement, pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion. The parties are currently targeting a closing on the acquisition of approximately $45 million of the spectrum licenses in the first half of 2026, with the remaining spectrum license acquisitions targeting a closing in the first half of 2028.
On September 10, 2024, we entered into a License Purchase Agreement with N77 License Co LLC (“Buyer”), pursuant to which Buyer has the option to purchase all or a portion of our remaining 3.45 GHz spectrum licenses in exchange for a range of cash consideration, with the specific licenses sold to be determined based upon the amount of committed financing raised by Buyer. Following receipt of the required regulatory approvals, on April 30, 2025, we completed the sale of a portion of our 3.45 GHz spectrum licenses for $2.0 billion.
On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P. and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain. In addition, we may receive a share of certain future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, subject to certain terms and conditions and following a certain return on invested capital for Grain. The transaction is subject to customary closing conditions and contingent on the receipt of regulatory approvals, including the FCC’s approval regarding certain modifications to the 800 MHz spectrum licenses, and the parties are currently targeting a closing in the first half of 2026. In addition, we expect an increase to our cash income tax liability of approximately $850 million upon the transaction close.
For more information regarding our license purchase agreements, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements.
Acquisition of Ka’ena Corporation
On May 1, 2024, we completed the Ka’ena Acquisition. The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026. On the Ka’ena Acquisition Date and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million. The amount of the upfront payment was subject to customary adjustments and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum amount payable in satisfaction of the earnout.
Based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout.
For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.
Acquisition of Vistar Media Inc.
On February 3, 2025, we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million.
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For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.
Acquisition of Blis Holdco Limited
On March 3, 2025, we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million.
For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.
Lumos Joint Venture
On April 1, 2025, we completed the joint acquisition of Lumos. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.
For more information regarding the Lumos joint venture, see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements.
Metronet Joint Venture
On July 24, 2025, we completed the joint acquisition of Metronet. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 fiber customers. We do not anticipate making further capital contributions following the closing under the existing business plan.
For more information regarding the Metronet joint venture, see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements.
Acquisition of UScellular Wireless Business
On August 1, 2025, we completed the UScellular Acquisition, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.
For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.
Off-Balance Sheet Arrangements
We have arrangements, as amended from time to time, to sell certain EIP accounts receivable and service accounts receivable on a revolving basis as a source of liquidity. As of December 31, 2025, we derecognized net receivables of $1.7 billion upon sale through these arrangements.
For more information regarding these off-balance sheet arrangements, see Note 5 – Sales of Certain Receivables of the Notes to the Consolidated Financial Statements.
Future Sources and Uses of Liquidity
We may seek additional sources of liquidity, including through the issuance of additional debt, to continue to opportunistically acquire spectrum licenses or other long-lived assets in private party transactions, make strategic investments, repurchase shares, pay dividends or for the refinancing of existing long-term debt on an opportunistic basis. Excluding liquidity that could be needed for acquisitions of businesses, spectrum and other long-lived assets, or for any potential stockholder returns, we expect our principal sources of funding to be sufficient to meet our anticipated liquidity needs for business operations for the next 12 months, as well as our longer-term liquidity needs. Our intended use of any such funds is for general corporate purposes,
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including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of debt, tower obligations, share repurchases, and dividend payments.
We determine future liquidity requirements for operations, capital expenditures, share repurchases and dividend payments based in large part upon projected financial and operating performance, and opportunities to acquire additional spectrum or repurchase shares. We regularly review and update these projections for changes in current and projected financial and operating results, general economic conditions, the competitive landscape and other factors. We have incurred, and will incur, substantial expenses to comply with the Government Commitments, and we have incurred all of the remaining restructuring and integration costs associated with the Sprint Merger, with the cash expenditures for the Sprint Merger-related costs extending beyond 2025. Additionally, we are expecting to incur substantial expenses in connection with the UScellular Acquisition, including coordinating and integrating businesses, operations, policies and procedures. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses could exceed the costs historically borne by us and adversely affect our financial condition and results of operations. There are a number of additional risks and uncertainties that could cause our financial and operating results and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment.
The indentures, supplemental indentures and credit agreements governing our long-term debt to affiliates and third parties, excluding financing leases, contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. We were in compliance with all restrictive debt covenants as of December 31, 2025.
Financing Lease Facilities
We have uncommitted financing lease facilities with certain third parties that provide us with the ability to enter into financing leases for network equipment and services. We expect to enter into up to a total of $1.2 billion in financing lease commitments during the year ending December 31, 2026. As of December 31, 2025, we have entered into $11.1 billion of financing leases under these financing lease facilities, of which $1.2 billion was executed during the year ended December 31, 2025.
Capital Expenditures
Our capital liquidity requirements have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure, the integration of the networks, spectrum, technology, personnel and customer base of T-Mobile and UScellular, and investments in information technology platforms. We expect to maintain our investment in capital expenditures related to these efforts in 2026 compared to 2025, as we continue our integration efforts, maintain our commitment to build out our nationwide 5G network and continue our digital transformation. Future capital expenditure requirements will be primarily driven by the deployment of acquired spectrum licenses.
For more information regarding our spectrum licenses, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements.
Stockholder Returns
On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion through December 31, 2025. The 2025 Stockholder Return Program consisted of repurchases of shares of our common stock and the payment of cash dividends.
On November 21, 2024, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on March 13, 2025, to stockholders of record as of the close of business on February 28, 2025.
On February 6, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on June 12, 2025, to stockholders of record as of the close of business on May 30, 2025.
On June 5, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on September 11, 2025, to stockholders of record as of the close of business on August 29, 2025.
On September 18, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which was paid on December 11, 2025, to stockholders of record as of the close of business on November 26, 2025.
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During the year ended December 31, 2025, we paid an aggregate of $4.1 billion in cash dividends to our stockholders under the 2025 Stockholder Return Program, which were presented within Net cash used in financing activities on our Consolidated Statements of Cash Flows.
During the year ended December 31, 2025, we repurchased 42,363,226 shares of our common stock at an average price per share of $232.96 for a total purchase price of $9.9 billion, under the 2025 Stockholder Return Program.
On December 11, 2025, we announced that our Board of Directors authorized our 2026 Stockholder Return Program of up to $14.6 billion that will run through December 31, 2026. The 2026 Stockholder Return Program is expected to consist of additional repurchases of shares of our common stock and the payment of cash dividends. The declaration and payment of all dividends is subject to the discretion of our Board of Directors and will depend on financial and legal requirements and other considerations. The amount available under the 2026 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.
The 2026 Stockholder Return Program aligns with our commitment to a balanced capital allocation strategy that supports core and strategic investments in the business while delivering returns to stockholders. From January 1, 2026, through the end of 2027, the Company expects its business plan to support:
•Up to approximately $30.0 billion for share repurchases and cash dividends, which includes the 2026 Stockholder Return Program; and
•Over $22.0 billion in a discretionary and flexible envelope for opportunistic deployment, which may include de-levering, investments in our core business, strategic investments, and/or additional capital returns to stockholders beyond the $30.0 billion allocation.
On December 4, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which will be paid on March 12, 2026, to stockholders of record as of the close of business on February 27, 2026. As of December 31, 2025, $1.1 billion for dividends payable is presented within Other current liabilities on our Consolidated Balance Sheets.
Subsequent to December 31, 2025, from January 1, 2026, through February 6, 2026, we repurchased 5,106,691 shares of our common stock at an average price per share of $192.61 for a total purchase price of $984 million under the 2026 Stockholder Return Program. As of February 6, 2026, we had up to $13.6 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.
For additional information regarding the 2025 Stockholder Return Program and the 2026 Stockholder Return Program, see Note 15- Stockholder Return Programs of the Notes to the Consolidated Financial Statements.
Contractual Obligations
In connection with the regulatory approvals of the Sprint Merger, we made commitments to various state and federal agencies, including the U.S. Department of Justice and FCC.
For more information regarding these commitments, see Note 18 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
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The following table summarizes our material contractual obligations and borrowings as of December 31, 2025, and the timing and effect that such commitments are expected to have on our liquidity and capital requirements in future periods:
| (in millions) | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Long-term debt (1) | $ | 4,768 | $ | 15,246 | $ | 14,062 | $ | 52,205 | $ | 86,281 |
| Interest on long-term debt | 3,593 | 6,611 | 5,231 | 28,670 | 44,105 | |||||
| Financing lease liabilities, including imputed interest | 1,222 | 1,119 | 21 | 7 | 2,369 | |||||
| Tower obligations (2) | 389 | 810 | 862 | 3,239 | 5,300 | |||||
| Operating lease liabilities, including imputed interest | 5,060 | 9,207 | 7,841 | 13,987 | 36,095 | |||||
| Purchase obligations (3) (4) (5) (6) | 5,047 | 6,181 | 2,990 | 2,836 | 17,054 | |||||
| Spectrum leases and service credits (7) | 297 | 629 | 645 | 3,448 | 5,019 | |||||
| IP transit services liability (8) | 100 | 83 | — | — | 183 | |||||
| Total contractual obligations | $ | 20,476 | $ | 39,886 | $ | 31,652 | $ | 104,392 | $ | 196,406 |
(1)Represents principal amounts of long-term debt to affiliates and third parties at maturity, excluding unamortized premiums, discounts, debt issuance costs, consent fees, and financing lease obligations. See Note 9 – Debt of the Notes to the Consolidated Financial Statements for further information.
(2)Future minimum payments, including principal and interest payments, related to the tower obligations. See Note 10 – Tower Obligations of the Notes to the Consolidated Financial Statements for further information.
(3)The minimum commitment for certain obligations is based on termination penalties that could be paid to exit the contracts. Termination penalties are included in the above table as payments due as of the earliest we could exit the contract, typically in less than one year. For certain contracts that include fixed volume purchase commitments and fixed prices for various products, the purchase obligations are calculated using fixed volumes and contractually fixed prices for the products that are expected to be purchased. This table does not include open purchase orders as of December 31, 2025 under normal business purposes. See Note 18 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements for further information.
(4)On September 12, 2023, we entered into a License Purchase Agreement to acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion. On January 13, 2025, we and Comcast entered into an amendment to the License Purchase Agreement pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion. The agreement, as amended, remains subject to an application for FCC approval. Total consideration for this License Purchase Agreement is excluded from our reported purchase obligations above. See Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for further information.
(5)On May 1, 2024, we completed the Ka’ena Acquisition and based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout and is excluded from our reported purchase commitments above. See Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements for further information.
(6)On April 1, 2025, we completed the joint acquisition of Lumos and pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan, which is excluded from our reported purchase obligations above. See Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements for further information.
(7)Spectrum lease agreements are typically for terms of five to 10 years with automatic renewal provisions, bringing the total term of the agreements up to 30 years.
(8)On May 1, 2023, we completed the sale of the wireline business to Cogent Infrastructure, Inc. Under the terms of the wireline sale agreement, the Company agreed to make payments pursuant to an IP transit services agreement totaling $700 million, consisting of (i) $350 million in equal monthly installments during the first year after the closing and (ii) $350 million in equal monthly installments over the subsequent 42 months. IP transit services liability represents the remaining amount to be paid associated with the IP transit services agreement.
Certain commitments and obligations are included in the table based on the year of required payment or an estimate of the year of payment. Other long-term liabilities have been omitted from the table above due to the uncertainty of the timing of payments, combined with the lack of historical trends to predict future payments.
The purchase obligations reflected in the table above are primarily commitments to purchase spectrum licenses, wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business. These amounts do not represent our entire anticipated purchases in the future but represent only those items for which we are contractually committed. Where we are committed to make a minimum payment to the supplier regardless of whether we take delivery, we have included only that minimum payment as a purchase obligation. The acquisition of spectrum licenses is subject to regulatory approval and other customary closing conditions.
Related Person Transactions
We have related person transactions associated with DT, SoftBank Group Corp. (“SoftBank”) (through August 6, 2025, the date SoftBank ceased to be a related person) or their respective affiliates in the ordinary course of business, including intercompany servicing and licensing.
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As of February 6, 2026, DT held, directly or indirectly, approximately 52.8% of the outstanding T-Mobile common stock. As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank, DT has voting control, as of February 6, 2026, over approximately 56.9% of the outstanding T-Mobile common stock.
Disclosure of Iranian Activities under Section 13(r) of the Exchange Act
Section 219 of the Iran Threat Reduction and the Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.
As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the year ended December 31, 2025, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates or former affiliates that we do not control and that are our affiliates or former affiliates solely due to their common control with either DT or SoftBank. We have relied upon DT and SoftBank for information regarding their respective activities, transactions and dealings. On August 6, 2025, SoftBank ceased to be our affiliate.
DT, through certain of its non-U.S. subsidiaries, is party to roaming and interconnect agreements with the following mobile and fixed line telecommunication providers in Iran, some of which are or may be government-controlled entities: Irancell Telecommunications Services Company, Telecommunication Kish Company, Mobile Telecommunication Company of Iran, and Telecommunication Infrastructure Company of Iran. In addition, during the year ended December 31, 2025, DT, through certain of its non-U.S. subsidiaries, provided basic telecommunications services to seven customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control: Bank Melli, Europäisch-Iranische Handelsbank, CPG Engineering & Commercial Services GmbH, Golgohar Trade and Technology GmbH, International Trade and Industrial Technology ITRITEC GmbH, The Airline of the Islamic Republic of Iran and Kara Industrial Trading GmbH. These services are in the process of being terminated, in particular by undertaking appropriate legal steps before German courts. For the year ended December 31, 2025, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.2 million, and the estimated net profits were less than $0.1 million.
In addition, DT, through certain of its non-U.S. subsidiaries that operate a fixed-line network in their respective European home countries (in particular, Germany), provides telecommunications services in the ordinary course of business to the Embassy of Iran in those European countries. Gross revenues and net profits recorded from these activities for the year ended December 31, 2025, were less than $0.1 million. We understand that DT intends to continue these activities.
Separately, SoftBank, through one of its non-U.S. subsidiaries, provides roaming services in Iran through Irancell Telecommunications Services Company. During the year ended December 31, 2025, SoftBank had no gross revenues from such services, and no net profit was generated. We understand that the SoftBank subsidiary intends to continue such services. This subsidiary also provides telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan. During the year ended December 31, 2025, SoftBank estimates that gross revenues and net profit generated by such services were both under $0.1 million. We understand that the SoftBank subsidiary is obligated under contract and intends to continue such services.
In addition, SoftBank, through one of its non-U.S. indirect subsidiaries, provides office supplies to the Embassy of Iran in Japan. SoftBank estimates that gross revenues and net profit generated by such services during the year ended December 31, 2025, were both under $0.1 million. We understand that the SoftBank subsidiary intends to continue such activities.
Critical Accounting Estimates
Our significant accounting policies are fundamental to understanding our results of operations and financial condition as they require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. See Note 1 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements for further information.
Two of these policies, discussed below, relate to critical estimates because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. Actual results could differ from those estimates.
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Management and the Audit Committee of the Board of Directors have reviewed and approved the accounting policies associated with these critical estimates.
Depreciation
Our property and equipment balance represents a significant component of our consolidated assets. We record property and equipment at cost, and we generally depreciate property and equipment on a straight-line basis over the estimated useful life of the assets. If all other factors were to remain unchanged, we expect that a one-year increase in the useful lives of our in-service property and equipment would have resulted in a decrease of approximately $3.4 billion in our 2025 depreciation expense and that a one-year decrease in the useful life would have resulted in an increase of approximately $5.3 billion in our 2025 depreciation expense.
See Note 1 – Summary of Significant Accounting Policies and Note 6 – Property and Equipment of the Notes to the Consolidated Financial Statements for information regarding depreciation of assets, including management’s underlying estimates of useful lives.
Income Taxes
We account for uncertainty in income taxes recognized in the financial statements in accordance with the accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We assess whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position and adjust the unrecognized tax benefits in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law.
The income tax laws of the jurisdictions in which we operate are complex and subject to different interpretations by management and the relevant government taxing authorities. In establishing a provision for income tax expense, we must make judgments about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions. Our interpretations may be subjected to review during examination by taxing authorities and disputes may arise over the respective tax positions. We attempt to resolve these disputes during the tax examination and audit process and ultimately through the court system when applicable.
We monitor relevant tax authorities and revise our estimate of accrued income taxes due to changes in income tax laws and their interpretation by the courts and regulatory authorities on a quarterly basis. Revisions of our estimate of accrued income taxes also may result from our own income tax planning and from the resolution of income tax controversies. Such revisions in our estimates may be material to our Income tax expense for any given quarter.
Accounting Pronouncements Not Yet Adopted
For information regarding recently issued accounting standards, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to economic risks in the normal course of business, primarily from changes in interest rates, including changes in investment yields and changes in spreads due to credit risk and other factors. These risks, along with other business risks, impact our cost of capital. Our policy is to manage exposure related to fluctuations in interest rates in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. We have established interest rate risk limits that are closely monitored by measuring interest rate sensitivities of our debt portfolio. As of December 31, 2025, we held €4.8 billion in EUR-denominated Senior Notes, which are subject to foreign currency exchange rate fluctuations. We have entered into cross-currency swap agreements that qualify and have been designated as fair value hedges of our EUR-denominated debt, mitigating our exposure to foreign currency transaction gains and losses. We do not foresee significant changes in the strategies used to manage market risk in the near future.
Certain sources of financing available to us, including our Revolving Credit Facility and ECA Facilities, bear interest that is indexed to a benchmark rate plus a fixed margin. As of December 31, 2025, we had drawn $2.0 billion under our ECA Facilities. See Note 9 – Debt of the Notes to the Consolidated Financial Statements for additional information.
Index for Notes to theConsolidated Financial Statements
Item 8. Financial Statements
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of T-Mobile US, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of T-Mobile US, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Management’s Annual Report on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Index for Notes to theConsolidated Financial Statements
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenues – Refer to Notes 1 and 11 to the consolidated financial statements
Critical Audit Matter Description
The Company generates revenues from providing wireless communications services and selling devices and accessories to customers. The processing and recording of postpaid and prepaid service revenues related to monthly wireless services billings is highly automated and is based on contractual terms with customers. Equipment revenues related to device and accessory sales are typically recognized at a point in time when control of the device or accessory is transferred to the customer or dealer. The Company’s postpaid service revenues, prepaid service revenues and equipment revenues consist of a significant volume of low-dollar transactions accumulated from multiple systems and databases.
Given the large volume of low-dollar postpaid service, prepaid service and equipment revenue transactions which are initiated, accumulated, and recorded in multiple systems and databases, auditing postpaid service revenues, prepaid service revenues and equipment revenues was complex and challenging due to the extent of audit effort required and the need for professionals with expertise in information technology (IT) to identify, evaluate, and test the Company’s systems, databases, automated controls, and system interface controls.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s postpaid service revenue, prepaid service revenue and equipment revenue transactions included the following, among others:
•With the assistance of our IT specialists, we:
◦Identified the relevant systems and databases used to process postpaid service, prepaid service and equipment revenue transactions and tested the relevant IT controls over each of those systems and databases.
◦Performed testing of automated business controls and system interface controls within postpaid service, prepaid service and equipment revenues.
•We tested internal controls in the revenue accounting processes, including those in place to (a) establish revenue recognition accounting policies for promotional offers, (b) record revenue and the related promotional offers in accordance with the established accounting policies and (c) reconcile the various systems to the Company’s general ledger.
•We created data visualizations to evaluate recorded postpaid service, prepaid service and equipment revenue and trends in the related subscriber data.
•For a selection of equipment revenue transactions, we compared the amounts recognized to contractual agreements or other source documents and tested the mathematical accuracy of the recorded revenue.
•We developed an expectation of postpaid and prepaid service revenue amounts using historical service revenue and subscriber information and compared it to the recorded amount.
•We tested the accuracy and completeness of the subscriber information used in our audit procedures by selecting a sample of the subscriber information and for those selections agreeing the selected subscriber information to supporting documentation.
/s/ Deloitte & Touche LLP
Seattle, Washington
February 11, 2026
We have served as the Company’s auditor since 2022.
Index for Notes to theConsolidated Financial Statements
T-Mobile US, Inc.
Consolidated Balance Sheets
| (in millions, except share and per share amounts) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 5,598 | $ | 5,409 |
| Accounts receivable, net of allowance for credit losses of $226 and $176 | 4,874 | 4,276 | ||
| Equipment installment plan receivables, net of allowance for credit losses and imputed discount of $733 and $656 | 4,997 | 4,379 | ||
| Inventory | 2,405 | 1,607 | ||
| Prepaid expenses | 1,215 | 880 | ||
| Other current assets | 5,372 | 1,853 | ||
| Total current assets | 24,461 | 18,404 | ||
| Property and equipment, net | 38,333 | 38,533 | ||
| Operating lease right-of-use assets | 25,692 | 25,398 | ||
| Financing lease right-of-use assets | 2,760 | 3,091 | ||
| Goodwill | 13,678 | 13,005 | ||
| Spectrum licenses | 98,032 | 100,558 | ||
| Other intangible assets, net | 3,843 | 2,512 | ||
| Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of $213 and $158 | 2,683 | 2,209 | ||
| Other assets | 9,755 | 4,325 | ||
| Total assets | $ | 219,237 | $ | 208,035 |
| Liabilities and Stockholders' Equity | ||||
| Current liabilities | ||||
| Accounts payable and accrued liabilities | $ | 10,280 | $ | 8,463 |
| Short-term debt | 5,135 | 4,068 | ||
| Deferred revenue | 1,533 | 1,222 | ||
| Short-term operating lease liabilities | 3,814 | 3,281 | ||
| Short-term financing lease liabilities | 1,163 | 1,175 | ||
| Other current liabilities | 2,575 | 1,965 | ||
| Total current liabilities | 24,500 | 20,174 | ||
| Long-term debt | 79,649 | 72,700 | ||
| Long-term debt to affiliates | 1,498 | 1,497 | ||
| Tower obligations | 3,532 | 3,664 | ||
| Deferred tax liabilities | 19,583 | 16,700 | ||
| Operating lease liabilities | 26,371 | 26,408 | ||
| Financing lease liabilities | 1,107 | 1,151 | ||
| Other long-term liabilities | 3,794 | 4,000 | ||
| Total long-term liabilities | 135,534 | 126,120 | ||
| Commitments and contingencies (Note 18) | ||||
| Stockholders' equity | ||||
| Common stock, par value $0.00001 per share, 2,000,000,000 shares authorized; 1,275,774,235 and 1,271,074,364 shares issued, 1,106,930,661 and 1,144,579,681 shares outstanding | — | — | ||
| Additional paid-in capital | 69,460 | 68,798 | ||
| Treasury stock, at cost, 168,843,574 and 126,494,683 shares | (30,545) | (20,584) | ||
| Accumulated other comprehensive loss | (848) | (857) | ||
| Retained earnings | 21,136 | 14,384 | ||
| Total stockholders' equity | 59,203 | 61,741 | ||
| Total liabilities and stockholders' equity | $ | 219,237 | $ | 208,035 |
The accompanying notes are an integral part of these consolidated financial statements.
Index for Notes to theConsolidated Financial Statements
T-Mobile US, Inc.
Consolidated Statements of Comprehensive Income
| (in millions, except share and per share amounts) | 2025 | 2024 | 2023 | ||||||
| Revenues | |||||||||
| Postpaid revenues | $ | 57,932 | $ | 52,340 | $ | 48,692 | |||
| Prepaid revenues | 10,497 | 10,399 | 9,767 | ||||||
| Wholesale and other service revenues | 2,877 | 3,439 | 4,782 | ||||||
| Total service revenues | 71,306 | 66,178 | 63,241 | ||||||
| Equipment revenues | 15,972 | 14,263 | 14,138 | ||||||
| Other revenues | 1,031 | 959 | 1,179 | ||||||
| Total revenues | 88,309 | 81,400 | 78,558 | ||||||
| Operating expenses | |||||||||
| Cost of services, exclusive of depreciation and amortization shown separately below | 11,497 | 10,771 | 11,655 | ||||||
| Cost of equipment sales, exclusive of depreciation and amortization shown separately below | 21,277 | 18,882 | 18,533 | ||||||
| Selling, general and administrative | 23,470 | 20,818 | 21,311 | ||||||
| Gain on disposal group held for sale | — | — | (25) | ||||||
| Impairment expense | 278 | — | — | ||||||
| Depreciation and amortization | 13,508 | 12,919 | 12,818 | ||||||
| Total operating expenses | 70,030 | 63,390 | 64,292 | ||||||
| Operating income | 18,279 | 18,010 | 14,266 | ||||||
| Other expense, net | |||||||||
| Interest expense, net | (3,774) | (3,411) | (3,335) | ||||||
| Other (expense) income, net | (224) | 113 | 68 | ||||||
| Total other expense, net | (3,998) | (3,298) | (3,267) | ||||||
| Income before income taxes | 14,281 | 14,712 | 10,999 | ||||||
| Income tax expense | (3,289) | (3,373) | (2,682) | ||||||
| Net income | $ | 10,992 | $ | 11,339 | $ | 8,317 | |||
| Net income | $ | 10,992 | $ | 11,339 | $ | 8,317 | |||
| Other comprehensive income, net of tax | |||||||||
| Reclassification of loss from cash flow hedges, net of tax effect of 65, 60 and 56 | 190 | 176 | 163 | ||||||
| (Losses) gains on fair value hedges, net of tax effect of (64), 5 and 0 | (187) | 16 | — | ||||||
| Unrealized (loss) gain on foreign currency translation adjustment, net of tax effect of 0, 0 and 0 | (1) | — | 9 | ||||||
| Actuarial gain (loss), net of amortization and reclassification, on pension and other postretirement benefits, net of tax effect of 2, (29) and (31) | 7 | (85) | (90) | ||||||
| Other comprehensive income | 9 | 107 | 82 | ||||||
| Total comprehensive income | $ | 11,001 | $ | 11,446 | $ | 8,399 | |||
| Earnings per share | |||||||||
| Basic | $ | 9.75 | $ | 9.70 | $ | 7.02 | |||
| Diluted | $ | 9.72 | $ | 9.66 | $ | 6.93 | |||
| Weighted-average shares outstanding | |||||||||
| Basic | 1,127,984,348 | 1,169,195,373 | 1,185,121,562 | ||||||
| Diluted | 1,131,076,251 | 1,173,213,898 | 1,200,286,264 |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated financial statements.
Index for Notes to theConsolidated Financial Statements
T-Mobile US, Inc.
Consolidated Statements of Cash Flows
| (in millions) | 2025 | 2024 | 2023 | |||
| Operating activities | ||||||
| Net income | $ | 10,992 | $ | 11,339 | $ | 8,317 |
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||
| Depreciation and amortization | 13,508 | 12,919 | 12,818 | |||
| Stock-based compensation expense | 829 | 649 | 667 | |||
| Deferred income tax expense | 2,864 | 3,120 | 2,600 | |||
| Bad debt expense | 1,370 | 1,192 | 898 | |||
| Losses from sales of receivables | 58 | 62 | 165 | |||
| Impairment expense | 278 | — | — | |||
| Loss on remeasurement of disposal group held for sale | — | — | 9 | |||
| Changes in operating assets and liabilities | ||||||
| Accounts receivable | (755) | (3,088) | (5,038) | |||
| Equipment installment plan receivables | (877) | (523) | 170 | |||
| Inventory | (615) | 131 | 197 | |||
| Operating lease right-of-use assets | 3,635 | 3,480 | 3,721 | |||
| Other current and long-term assets | (1,488) | (411) | (358) | |||
| Accounts payable and accrued liabilities | 1,542 | (2,041) | (1,126) | |||
| Short- and long-term operating lease liabilities | (3,457) | (3,879) | (3,785) | |||
| Other current and long-term liabilities | (379) | (678) | (839) | |||
| Other, net | 445 | 21 | 143 | |||
| Net cash provided by operating activities | 27,950 | 22,293 | 18,559 | |||
| Investing activities | ||||||
| Purchases of property and equipment, including capitalized interest of (43), (34) and (104) | (9,955) | (8,840) | (9,801) | |||
| Purchases of spectrum licenses and other intangible assets, including deposits | (2,568) | (3,471) | (1,010) | |||
| Proceeds from the sale of property, equipment and intangible assets | 2,168 | 99 | 153 | |||
| Proceeds from sales of tower sites | — | — | 12 | |||
| Proceeds related to beneficial interests in securitization transactions | — | 3,579 | 4,816 | |||
| Acquisition of companies, net of cash acquired | (3,523) | (373) | — | |||
| Investments in unconsolidated affiliates, net | (4,056) | (18) | (7) | |||
| Other, net | 327 | (48) | 8 | |||
| Net cash used in investing activities | (17,607) | (9,072) | (5,829) | |||
| Financing activities | ||||||
| Proceeds from issuance of long-term debt, net | 12,010 | 8,587 | 8,446 | |||
| Repayments of financing lease obligations | (1,252) | (1,367) | (1,227) | |||
| Repayments of long-term debt | (6,199) | (5,073) | (5,051) | |||
| Repurchases of common stock | (9,974) | (11,228) | (13,074) | |||
| Dividends on common stock | (4,121) | (3,300) | (747) | |||
| Tax withholdings on share-based awards | (434) | (269) | (297) | |||
| Other, net | (111) | (165) | (147) | |||
| Net cash used in financing activities | (10,081) | (12,815) | (12,097) | |||
| Effect of exchange rate changes on cash and cash equivalents, including restricted cash | 1 | — | — | |||
| Change in cash and cash equivalents, including restricted cash | 263 | 406 | 633 | |||
| Cash and cash equivalents, including restricted cash | ||||||
| Beginning of period | 5,713 | 5,307 | 4,674 | |||
| End of period | $ | 5,976 | $ | 5,713 | $ | 5,307 |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated financial statements.
Index for Notes to theConsolidated Financial Statements
T-Mobile US, Inc.
Consolidated Statement of Stockholders’ Equity
| (in millions, except share and per share amounts) | Common Stock Outstanding | Treasury Shares Outstanding | Treasury Shares at Cost | Par Value and Additional Paid-in Capital | Accumulated Other Comprehensive Loss | (Accumulated Deficit) Retained Earnings | Total Stockholders' Equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2022 | 1,233,960,078 | 22,916,449 | $ | (3,016) | $ | 73,941 | $ | (1,046) | $ | (223) | $ | 69,656 |
| Net income | — | — | — | — | — | 8,317 | 8,317 | |||||
| Dividends declared ($0.65 per share) | — | — | — | — | — | (747) | (747) | |||||
| Other comprehensive income | — | — | — | — | 82 | — | 82 | |||||
| Stock-based compensation | — | — | — | 687 | — | — | 687 | |||||
| Stock issued for employee stock purchase plan | 1,771,475 | — | — | 210 | — | — | 210 | |||||
| Issuance of vested restricted stock units | 6,074,565 | — | — | — | — | — | — | |||||
| Shares withheld related to net share settlement of stock awards and stock options | (2,027,800) | — | — | (297) | — | — | (297) | |||||
| Repurchases of common stock | (92,925,044) | 92,925,044 | (13,255) | — | — | — | (13,255) | |||||
| SoftBank contingent shares settlement(1) | 48,751,557 | (48,751,557) | 6,901 | (6,849) | — | — | 52 | |||||
| Other, net | 202,500 | 6,887 | (3) | 13 | — | — | 10 | |||||
| Balance as of December 31, 2023 | 1,195,807,331 | 67,096,823 | (9,373) | 67,705 | (964) | 7,347 | 64,715 | |||||
| Net income | — | — | — | — | — | 11,339 | 11,339 | |||||
| Dividends declared ($3.71 per share) | — | — | — | — | — | (4,302) | (4,302) | |||||
| Other comprehensive income | — | — | — | — | 107 | — | 107 | |||||
| Stock-based compensation | — | — | — | 619 | — | — | 619 | |||||
| Stock issued for employee stock purchase plan | 1,519,242 | — | — | 191 | — | — | 191 | |||||
| Issuance of vested restricted stock units | 4,740,186 | — | — | — | — | — | — | |||||
| Shares withheld related to net share settlement of stock awards and stock options | (1,552,111) | — | — | (269) | — | — | (269) | |||||
| Repurchases of common stock | (59,376,922) | 59,376,922 | (11,206) | — | — | — | (11,206) | |||||
| Ka’ena Acquisition upfront consideration | 3,264,952 | — | — | 536 | — | — | 536 | |||||
| Other, net | 177,003 | 20,938 | (5) | 16 | — | — | 11 | |||||
| Balance as of December 31, 2024 | 1,144,579,681 | 126,494,683 | (20,584) | 68,798 | (857) | 14,384 | 61,741 | |||||
| Net income | — | — | — | — | — | 10,992 | 10,992 | |||||
| Dividends declared ($3.80 per share) | — | — | — | — | — | (4,240) | (4,240) | |||||
| Other comprehensive income | — | — | — | — | 9 | — | 9 | |||||
| Stock-based compensation | — | — | — | 829 | — | — | 829 | |||||
| Stock issued for employee stock purchase plan | 1,150,449 | — | — | 214 | — | — | 214 | |||||
| Issuance of vested restricted stock units | 5,150,225 | — | — | — | — | — | — | |||||
| Shares withheld related to net share settlement of stock awards and stock options | (1,677,377) | — | — | (434) | — | — | (434) | |||||
| Repurchases of common stock | (42,363,226) | 42,363,226 | (9,957) | — | — | — | (9,957) | |||||
| Other, net | 90,909 | (14,335) | (4) | 53 | — | — | 49 | |||||
| Balance as of December 31, 2025 | 1,106,930,661 | 168,843,574 | $ | (30,545) | $ | 69,460 | $ | (848) | $ | 21,136 | $ | 59,203 |
(1) Represents the issuance of the SoftBank Specified Shares pursuant to the Letter Agreement. See Note 16 – Earnings Per Share of the Notes to the Consolidated Financial Statements for more information.
The accompanying notes are an integral part of these consolidated financial statements.
Index for Notes to theConsolidated Financial Statements
T-Mobile US, Inc.
Index for Notes to the Consolidated Financial Statements
| Note 1 | Summary of Significant Accounting Policies | 63 |
|---|---|---|
| Note 2 | Business Combinations | 74 |
| Note 3 | Joint Ventures | 81 |
| Note 4 | Receivables and Related Allowance for Credit Losses | 82 |
| Note 5 | Sales of Certain Receivables | 84 |
| Note 6 | Property and Equipment | 87 |
| Note 7 | Goodwill, Spectrum License Transactions and Other Intangible Assets | 88 |
| Note 8 | Fair Value Measurements | 91 |
| Note 9 | Debt | 94 |
| Note 10 | Tower Obligations | 100 |
| Note 11 | Revenue from Contracts with Customers | 101 |
| Note 12 | Segment Reporting | 103 |
| Note 13 | Employee Compensation and Benefit Plans | 103 |
| Note 14 | Income Taxes | 106 |
| Note 15 | Stockholder Return Programs | 108 |
| Note 16 | Earnings Per Share | 110 |
| Note 17 | Leases | 111 |
| Note 18 | Commitments and Contingencies | 112 |
| Note 19 | Restructuring Costs | 115 |
| Note 20 | Additional Financial Information | 118 |
| Note 21 | Subsequent Events | 119 |
Index for Notes to theConsolidated Financial Statements
T-Mobile US, Inc.
Notes to the Consolidated Financial Statements
Note 1 – Summary of Significant Accounting Policies
Description of Business
T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”), together with its consolidated subsidiaries, is a leading provider of wireless communications and broadband services, including voice, messaging and data, under its flagship brands, T-Mobile, Metro™ by T-Mobile (“Metro by T-Mobile”) and Mint Mobile, in the United States, Puerto Rico and the U.S. Virgin Islands. Substantially all of our revenues were earned in, and substantially all of our long-lived assets are located in, the U.S., Puerto Rico and the U.S. Virgin Islands. We provide wireless communications and broadband services primarily using our 5G technology network. We also offer a wide selection of wireless devices, including handsets, tablets and other mobile communication devices, and accessories for sale, as well as financing through equipment installment plans (“EIP”). We provide reinsurance for device insurance policies and extended warranty contracts offered to our wireless communications customers.
Basis of Presentation
The accompanying consolidated financial statements include the balances and results of operations of T-Mobile and our consolidated subsidiaries. We consolidate majority-owned subsidiaries over which we exercise control, as well as variable interest entities (“VIEs”) for which we are deemed to be the primary beneficiary and VIEs, which cannot be deconsolidated, such as those related to our Tower obligations as discussed in Note 10 – Tower Obligations. Intercompany transactions and balances have been eliminated in consolidation. Investments in entities that we do not control but have significant influence are accounted for under the equity method. We record our proportionate share of our equity method investees’ earnings (losses) within Other (expense) income, net on our Consolidated Statements of Comprehensive Income. We operate as a single operating segment.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions which affect our consolidated financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions which our management believes are reasonable under the circumstances. These estimates are inherently subject to judgment and actual results could differ from those estimates.
Cash and Cash Equivalents
Cash equivalents consist of highly liquid money market funds and U.S. Treasury securities with remaining maturities of three months or less at the date of purchase.
Receivables and Related Allowance for Credit Losses
Accounts Receivable
Accounts receivable balances are predominantly comprised of amounts currently due from customers (e.g., for wireless communications services), device insurance administrators, wholesale partners, other carriers and third-party retail channels. Accounts receivable are presented on our Consolidated Balance Sheets at their amortized cost basis (i.e., the receivables’ unpaid principal balance (“UPB”) as adjusted for any written-off amounts relating to impairment), net of the allowance for credit losses. We have an arrangement to sell certain of our customer service accounts receivable on a revolving basis, which are treated as sales of financial assets. See Note 5 – Sales of Certain Receivables for further information.
Equipment Installment Plan Receivables
We offer certain customers the option to pay for their devices and other purchases in installments, generally over a period of 24 months, using an EIP. Installment loans acquired in the UScellular Acquisition (as defined below) are included in EIP receivables and generally have an initial term of 36 months. EIP receivables are presented on our Consolidated Balance Sheets at their amortized cost basis (i.e., the receivables’ UPB as adjusted for any written-off amounts due to impairment and unamortized discounts), net of the allowance for credit losses. At the time of an installment sale, we impute a discount for interest if the term exceeds 12 months as there is no stated rate of interest on the receivables. The receivables are recorded at their present value, which is determined by discounting expected future cash payments at the imputed interest rate. This adjustment results in a discount or reduction in the transaction price of the contract with a customer, which is allocated to the
Index for Notes to theConsolidated Financial Statements
performance obligations of the arrangement such as Service and Equipment revenues on our Consolidated Statements of Comprehensive Income. The imputed discount rate reflects a current market interest rate and includes a component for estimated credit risk underlying the EIP receivable, reflecting the estimated credit worthiness of the customer. The imputed discount on receivables is amortized over the financed installment term using the effective interest method and recognized as Other revenues on our Consolidated Statements of Comprehensive Income.
The current portion of the EIP receivables is included in Equipment installment plan receivables, net and the long-term portion of the EIP receivables is included in Equipment installment plan receivables due after one year, net on our Consolidated Balance Sheets. We have an arrangement to sell certain EIP receivables on a revolving basis, which are treated as sales of financial assets. See Note 5 – Sales of Certain Receivables for further information. Additionally, certain of our EIP receivables included on our Consolidated Balance Sheets secure our asset-backed notes (“ABS Notes”). See Note 9 – Debt for further information.
Allowance for Credit Losses
We maintain an allowance for credit losses by applying an expected credit loss model. Each period, management assesses the appropriateness of the level of allowance for credit losses by considering credit risk inherent within each portfolio segment (i.e., accounts receivable and EIP receivable portfolio segments) as of period end. Each portfolio segment is comprised of pools of receivables that are evaluated collectively based on similar risk characteristics. Our allowance levels consider estimated credit risk over the contractual life of the receivables and are influenced by receivable volumes, receivable delinquency status, historical loss experience and other conditions that affect loss expectations, such as changes in credit and collections policies and forecasts of macroeconomic conditions. While we attribute portions of the allowance to our respective portfolio segments, the entire allowance is available to credit losses related to the total receivable portfolio.
We consider a receivable past due and delinquent when a customer has not paid us by the contractually specified payment due date. Account balances are written off against the allowance for credit losses if collection efforts are unsuccessful and the receivable balance is deemed uncollectible (customer default), based on factors such as customer credit ratings as well as the length of time the amounts are past due.
If there is a deterioration of our customers’ financial condition or if future actual default rates on receivables in general differ from those currently anticipated, we will adjust our allowance for credit losses accordingly.
Inventories
Inventories consist primarily of wireless devices and accessories, which are valued at the lower of cost or net realizable value. Cost is determined using standard cost, which approximates average cost. Shipping and handling costs paid to wireless device and accessories vendors as well as costs to refurbish used devices are included in the standard cost of inventory. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of disposal and transportation. We record inventory write-downs to net realizable value for obsolete and slow-moving items based on inventory turnover trends and historical experience.
Recourse Guarantee Liabilities and Deferred Purchase Price Assets
In connection with the sales of certain service and EIP accounts receivable pursuant to the sale arrangements, we have recourse guarantee liabilities, beginning on November 1, 2024, and deferred purchase price assets, prior to November 1, 2024, measured at fair value that are based on a discounted cash flow model using unobservable Level 3 inputs, including estimated customer default rates and credit worthiness. See Note 5 – Sales of Certain Receivables for further information.
Long-Lived Assets
Long-lived assets include assets that do not have indefinite lives, such as property and equipment and certain intangible assets.
Property and Equipment
Property and equipment consists of buildings and equipment, including certain network server equipment, wireless communications systems, leasehold improvements, capitalized software, leased wireless devices and construction in progress. Wireless communications systems include assets to operate our wireless network and information technology data centers, including tower assets, leasehold improvements and asset retirement costs. Leasehold improvements include asset improvements other than those related to the wireless network.
Index for Notes to theConsolidated Financial Statements
Property and equipment are recorded at cost less accumulated depreciation and impairments, if any, in Property and equipment, net on our Consolidated Balance Sheets. We generally depreciate property and equipment over the period the property and equipment provide economic benefit using the straight-line method. Depreciable life studies are performed periodically to confirm the appropriateness of depreciable lives for certain categories of property and equipment. These studies take into account actual usage, physical wear and tear, replacement history and assumptions about technology evolution. When these factors indicate the useful life of an asset is different from the previous assessment, the remaining book value is depreciated prospectively over the adjusted remaining estimated useful life. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease term.
Costs of major replacements and improvements are capitalized. Repair and maintenance expenditures which do not enhance or extend the asset’s useful life are charged to operating expenses as incurred. Construction costs, labor and overhead incurred in the expansion or enhancement of our wireless network are capitalized. Capitalization commences with pre-construction period administrative and technical activities, which include obtaining zoning approvals and building permits, and ceases at the point at which the asset is ready for its intended use. We capitalize interest associated with the acquisition or construction of certain property and equipment. Capitalized interest is reported as a reduction in interest expense and depreciated over the useful life of the related asset.
We record an asset retirement obligation for the estimated fair value of legal obligations associated with the retirement of tangible long-lived assets and a corresponding increase in the carrying amount of the related asset in the period in which the obligation is incurred. In periods subsequent to initial measurement, we recognize changes in the liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate. Over time, the liability is accreted to its present value and the capitalized cost is depreciated over the estimated useful life of the asset. Our obligations relate primarily to certain legal obligations to remediate leased property on which our network infrastructure and administrative assets are located.
We capitalize certain costs incurred in connection with developing or acquiring internal use software. Capitalization of software costs commences once the final selection of the specific software solution has been made and management authorizes and commits to funding the software project and ceases once the project is ready for its intended use. Capitalized software costs are included in Property and equipment, net on our Consolidated Balance Sheets and are amortized on a straight-line basis over the estimated useful life of the asset. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.
Other Intangible Assets
Intangible assets that do not have indefinite useful lives are amortized over their estimated useful lives.
Customer relationships are amortized using the sum-of-the-years digits method. The remaining finite-lived intangible assets are amortized using the straight-line method.
See Note 7 - Goodwill, Spectrum License Transactions and Other Intangible Assets for further information.
Impairment
We assess potential impairments to our long-lived assets when events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If any indicators of impairment are present, we test recoverability. The carrying value of a long-lived asset or asset group is not recoverable if the carrying value exceeds the sum of the estimated undiscounted future cash flows expected to be generated from the use and eventual disposition of the asset or asset group. If the estimated undiscounted future cash flows do not exceed the asset or asset group’s carrying amount, then an impairment loss is recorded, measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its estimated fair value.
See Note6- Property and Equipment for further information.
Business Combinations
Assets acquired and liabilities assumed as part of a business combination are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of
Index for Notes to theConsolidated Financial Statements
future revenues and expenses associated with an asset or liability. See Note 2 – Business Combinations for further discussion of our acquisitions.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill
Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination and is assigned at the reporting unit level. We identify our reporting units at the level of our Wireless operating segment or one level below.
Spectrum Licenses
Spectrum licenses are carried at costs incurred to acquire the spectrum licenses and the costs to prepare the spectrum licenses for their intended use, such as costs to clear acquired spectrum licenses. The FCC issues spectrum licenses which provide us with the exclusive right to utilize designated radio frequency spectrum within specific geographic service areas to provide wireless communications services. Spectrum licenses are issued for a fixed period of time, typically up to 15 years; however, the FCC has granted license renewals routinely and at a nominal cost. The spectrum licenses acquired expire at various dates and we believe we will be able to meet all requirements necessary to secure renewal of our spectrum licenses at a nominal cost. Moreover, we determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of our spectrum licenses. The utility of radio frequency spectrum does not diminish while activated on our network nor does it otherwise deteriorate over time. Therefore, we determined the spectrum licenses should be treated as indefinite-lived intangible assets.
At times, we enter into agreements to sell or exchange spectrum licenses. Upon entering into a sale or exchange arrangement, if the transaction has been deemed to have commercial substance and the spectrum licenses meet the held for sale criteria, the licenses are classified as held for sale at their carrying value, as adjusted for any impairment recognized, included in Other current assets or Other assets on our Consolidated Balance Sheets until approval and completion of the sale or an exchange. Upon closing of the transaction, spectrum licenses acquired as part of an exchange of nonmonetary assets are recorded at fair value and the difference between the fair value of the spectrum licenses obtained, carrying value of the spectrum licenses transferred and cash paid, if any, is recognized as a gain or loss on disposal of spectrum licenses included in Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income. Our fair value estimates of spectrum licenses are based on information for which there is little or no observable market data. If the transaction lacks commercial substance or the fair value is not measurable, the acquired spectrum licenses are recorded at our carrying value of the spectrum assets transferred or exchanged.
We have lease agreements (the “Agreements”) with various educational and non-profit institutions that provide us with the right to use Federal Communications Commission (“FCC”) spectrum licenses (known as “Educational Broadband Services” or “EBS” spectrum) in the 2.5 GHz band. The Agreements are typically for terms of five to 10 years with automatic renewal provisions, bringing the total term of the Agreements up to 30 years. A majority of the Agreements include a right of first refusal to acquire, lease or otherwise use the license at the end of the automatic renewal periods.
Leased FCC spectrum licenses are recorded as executory contracts, and contractual lease payments are recognized on a straight-line basis over the remaining term of the arrangement, including renewals, and are presented in Cost of services on our Consolidated Statements of Comprehensive Income.
The spectrum licenses we hold plus the spectrum leases enhance the overall value of our spectrum licenses as the collective value is higher than the value of individual bands of spectrum within a specific geography. This value is derived from the ability to provide wireless service to customers across large geographic areas and maintain the same or similar wireless connectivity quality. This enhanced value from combining owned and leased spectrum licenses is referred to as an aggregation premium.
The aggregation premium is a component of the overall fair value of our owned FCC spectrum licenses.
Impairment
We assess the carrying value of our goodwill and other indefinite-lived intangible assets, such as our spectrum license portfolio, for potential impairment annually as of December 31 or more frequently, if events or changes in circumstances indicate such assets might be impaired.
Index for Notes to theConsolidated Financial Statements
We test goodwill on a reporting unit basis by comparing the estimated fair value of the reporting unit to its book value. If the fair value of the reporting unit exceeds the book value, then no impairment is measured.
When assessing goodwill for impairment we may elect to first perform a qualitative assessment to determine if the quantitative impairment test is necessary. If we do not perform a qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we perform a quantitative test. We recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. We employ a qualitative approach to assess our reporting units. The fair value of each reporting unit is determined using both a market approach and an income approach. We utilize market capitalization, discounted cash flow model and a market multiples approach to estimate the fair value of our reporting units. We recognize that the market capitalization of T-Mobile and the trading multiples of the comparable public companies are subject to volatility and will monitor changes in market capitalization and the trading multiples of the comparable public companies to determine whether declines, if any, necessitate an interim impairment review. In the event market capitalization or the indicated value from market multiples of comparable public companies indicate a decline in fair value below the carrying value of each reporting unit, we will consider the length, severity and reasons for the decline when assessing whether potential impairment exists, including considering whether a control premium should be added to the market capitalization. We believe short-term fluctuations in share price may not necessarily reflect the underlying aggregate fair value. No events or changes in circumstances have occurred that indicate the fair value of our reporting units may be below their carrying amount at December 31, 2025.
We test our spectrum licenses for impairment on an aggregate basis, consistent with our management of the overall business at a national level. We may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an intangible asset is less than its carrying value. If we do not perform the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of the intangible asset is less than its carrying amount, we calculate the estimated fair value of the intangible asset. If the estimated fair value of the spectrum licenses is lower than their carrying amount, an impairment loss is recognized for the difference. We employ the qualitative method.
We estimate fair value of spectrum licenses using the Greenfield methodology and comparable market transactions. The Greenfield methodology values the spectrum licenses by calculating the cash flow generating potential of a hypothetical start-up company that goes into business with no assets except for the asset to be valued (in this case, spectrum licenses) and makes investments required to build an operation comparable to current use. The value of the spectrum licenses is the present value of the cash flows of this hypothetical start-up company. We base the assumptions underlying the Greenfield methodology on a combination of market participant data and our historical results, trends and business plans. Future cash flows in the Greenfield methodology are based on estimates and assumptions of market participant revenues, EBITDA margin, network build-out period and a long-term growth rate for a market participant. The cash flows are discounted using a weighted-average cost of capital. Where market data is available, we also incorporate indicated spectrum license values using a market multiple approach. No events or change in circumstances have occurred that indicate the fair value of the Spectrum licenses may be below their carrying amount at December 31, 2025.
The valuation approaches utilized to estimate fair value for the purposes of the impairment tests of goodwill and spectrum licenses may require that management make difficult, subjective and complex judgments about matters that are inherently uncertain. If actual results or future expectations are not consistent with the assumptions used in our estimate of fair value, it may result in the recording of significant impairment charges on goodwill or spectrum licenses. The most significant assumptions within the valuation models are the discount rate based on the weighted-average cost of capital, revenues, EBITDA margins, capital expenditures and long-term growth rate.
For more information regarding our impairment assessments of indefinite-lived intangible assets, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets.
Equity Method Investments
Investments in entities that we do not control but have significant influence are accounted for under the equity method. We record our proportionate share of our equity method investees’ earnings (losses) within Other (expense) income, net on our Consolidated Statements of Comprehensive Income.
Impairment
For our equity method investments, we perform a qualitative assessment for impairment quarterly or whenever significant events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. We consider
Index for Notes to theConsolidated Financial Statements
whether impairment indicators exist by evaluating the companies' financial and liquidity position and access to capital resources, among other indicators. If a qualitative assessment indicates that the investment may be impaired, we prepare a quantitative assessment of the fair value of the investment using a market approach or an income approach.
In the event the estimated fair value of an investment declines below the carrying value and we determine the decline in fair value is other than temporary, an impairment charge is recorded, measured as the amount by which the carrying amount of the investment exceeds its estimated fair value.
Fair Value Measurements
We carry certain assets and liabilities at fair value. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows:
Level 1 Quoted prices in active markets for identical assets or liabilities;
Level 2 Observable inputs other than the quoted prices in active markets for identical assets and liabilities; and
Level 3 Unobservable inputs for which there is little or no market data, which require us to develop assumptions of what market participants would use in pricing the asset or liability.
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities being measured within the fair value hierarchy.
The carrying values of Cash and cash equivalents, Accounts receivable and Accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. The carrying values of EIP receivables approximate fair value as the receivables are generally recorded at their present value using an imputed interest rate. With the exception of certain long-term fixed-rate debt, there were no financial instruments with a carrying value materially different from their fair value. See Note 8 – Fair Value Measurements for a comparison of the carrying values and fair values of our short-term and long-term debt.
Foreign Currency Transactions
As of December 31, 2025, we held €4.8 billion of euro (“EUR”) denominated debt, which is subject to foreign currency exchange rate fluctuations. T-Mobile’s functional currency is the U.S. dollar (“USD”). Each period, we convert activity and balances in EUR into USD using average exchange rates for the period for income statement amounts and using end-of-period or spot exchange rates for assets and liabilities. We record transaction gains and losses resulting from the conversion of transaction currency to functional currency as a component of Other (expense) income, net on our Consolidated Statements of Comprehensive Income.
Derivative and Hedging Instruments
The Company manages its exposure to foreign exchange rates and interest rates through a risk management program that includes the use of derivative financial instruments, including cross-currency swaps. We designate certain derivatives as accounting hedge relationships. We do not hold derivatives for trading or speculative purposes.
We record derivatives on our Consolidated Balance Sheets and recognize them as either assets or liabilities at fair value. Fair value is derived primarily from observable market data, and our derivatives are classified as Level 2 in the fair value hierarchy.
Cash flows associated with qualifying hedge derivative instruments are presented in the same category on our Consolidated Statements of Cash Flows as the item being hedged. For fair value hedges, other than foreign currency hedges, the change in the fair value of the derivative instruments is recognized in earnings through the same income statement line item as the change in the fair value of the hedged item. For cash flow hedges, as well as fair value foreign currency hedges, the change in the fair value of the derivative instruments is reported in Accumulated other comprehensive loss and recognized in earnings when the hedged item is recognized in earnings, again, through the same income statement line item.
Index for Notes to theConsolidated Financial Statements
Revenue Recognition
We primarily generate our revenue from providing wireless communications services and selling devices and accessories to customers. Our contracts with customers may involve more than one performance obligation, which include wireless services, wireless devices or a combination thereof, and we allocate the transaction price between each performance obligation based on its relative standalone selling price.
Wireless Communications Services Revenue
We generate our wireless communications services revenues from providing access to, and usage of, our wireless communications network. Service revenues also include revenues earned for providing premium services to customers, such as device insurance services. Generally, service contracts are billed monthly in advance of services being transferred or are prepaid. Service revenue is recognized as we satisfy our performance obligation to transfer service to our customers. We typically satisfy our stand-ready performance obligations, including unlimited wireless services, evenly over the contract term as services are transferred to our customers.
The enforceable duration of our postpaid service contracts with customers is typically one month. However, promotional EIP bill credits offered to a customer on an equipment sale that are paid over time and are contingent on the customer maintaining a service contract may result in an extended service contract based on whether a substantive penalty is deemed to exist.
Revenue is recorded net of costs paid to a third party for performance obligations where we facilitate an arrangement for the other party to transfer goods or services to our customer (i.e., when we are acting as an agent). For example, performance obligations relating to services provided by third-party content providers where we neither control a right to the content provider’s service nor control the underlying service itself are presented net.
Consideration payable to a customer is treated as a reduction of the total transaction price, unless the payment is in exchange for a distinct good or service, such as certain commissions paid to dealers, in which case the payment is treated as a purchase of that distinct good or service.
Federal Universal Service Fund (“USF”) and state USF fees are assessed to T-Mobile by various governmental authorities in connection with the services we provide to our customers and are included in Cost of services. When we separately bill and collect these regulatory fees from customers, they are recorded gross in Total service revenues on our Consolidated Statements of Comprehensive Income. For the years ended December 31, 2025, 2024 and 2023, we recorded approximately $400 million, $386 million and $317 million, respectively, of USF fees on a gross basis.
We have made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed to the customer by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer on behalf of the taxing agency (e.g., sales, use, value added, and some excise taxes).
Equipment Revenues
We generate equipment revenues from the sale of mobile communication devices and accessories. Equipment revenues related to device and accessory sales are typically recognized at a point in time when control of the device or accessory is transferred to the customer or dealer. We have elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities, as opposed to performance obligations. We estimate variable consideration (e.g., device returns or certain payments to indirect dealers) primarily based on historical experience. Equipment sales for which we determine it is not probable that we will collect substantially all of the transaction price are generally recorded as payments are received. Our assessment of collectibility considers contract terms such as down payments that reduce our exposure to credit risk.
We offer certain customers the option to pay for devices and accessories in installments using an EIP. This financing option is provided at a stated interest of zero and is typically over a 24-month period. We recognize as a reduction of the total transaction price the effects of a financing component in contracts via the imputation of interest when customers purchase their devices and accessories on an EIP, including those financing components that are not considered to be significant to the contract. However, we have elected the practical expedient of not recognizing the effects of a significant financing component for contracts where we expect, at contract inception, that the period between the transfer of a performance obligation to a customer and the customer’s payment for that performance obligation will be one year or less.
Index for Notes to theConsolidated Financial Statements
Imputed Interest on EIP Receivables
For EIP with a duration greater than one year, we record the effects of financing via the imputation of interest. This is performed on all such EIP receivables regardless as to whether or not the financing is considered to be significant. The imputation of interest results in a discount of the EIP receivable, thereby adjusting the transaction price of the contract with the customer, which is then allocated to the performance obligations of the arrangement.
Judgment is required to determine the imputed interest rate. For EIP sales, the imputed rate used to adjust the transaction price reflects current market interest rates, including the estimated credit risk of the underlying customers. Customer credit behavior is inherently uncertain. See “Receivables and Related Allowance for Credit Losses” above, for additional discussion on how we assess credit risk.
Contract Balances
Generally, our devices and service plans are available at standard prices, which are maintained on price lists and published on our website and/or within our retail stores.
For contracts that involve more than one product or service that are identified as separate performance obligations, the transaction price is allocated to the performance obligations based on their relative standalone selling prices. The standalone selling price is the price at which we would sell the good or service separately, on a standalone basis, to similar customers in similar circumstances.
A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional.
When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations.
Contract assets are included in Other current assets and Other assets and contract liabilities are included in Deferred revenue on our Consolidated Balance Sheets. See Note 11 – Revenue from Contracts with Customers for further information.
Contract Modifications
Our service contracts allow customers to frequently modify their contracts without incurring penalties, in many cases. For contract modifications, we evaluate the change in scope or price of the contract to determine if the modification should be treated as a separate contract, as if there is a termination of the existing contract and creation of a new contract, or if the modification should be considered a change associated with the existing contract. We typically do not have significant impacts from contract modifications.
Contract Costs
We incur certain incremental costs to obtain a contract that we expect to recover, such as sales commissions. We record an asset when these incremental costs to obtain a contract are incurred and amortize them on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. We capitalize postpaid sales commissions for service activation as costs to acquire a contract and amortize them on a straight-line basis over the estimated period of benefit, currently 24 months.
For capitalized contract costs, determining the amortization period over which such costs are recognized as well as assessing the indicators of impairment requires judgment. Prepaid commissions are expensed as incurred as their estimated period of benefit does not extend beyond 12 months. Commissions paid upon device upgrade are not capitalized if the remaining customer contract is less than one year.
Incremental costs to obtain equipment contracts (e.g., commissions paid on device and accessory sales) are recognized when the equipment is transferred to the customer. See Note 11 – Revenue from Contracts with Customers for further information.
Index for Notes to theConsolidated Financial Statements
Leases
Cell Site, Retail Store and Office Facility Leases
We are a lessee for non-cancelable operating and financing leases for cell sites, switch sites, retail stores, network equipment and office facilities. We recognize a right-of-use asset and lease liability for operating leases based on the net present value of future minimum lease payments. The right-of-use asset for an operating lease is based on the lease liability. Lease expense is recognized on a straight-line basis over the non-cancelable lease term and renewal periods that are considered reasonably certain.
In addition, we have financing leases for certain network equipment. We recognize a right-of-use asset and lease liability for financing leases based on the net present value of future minimum lease payments. The right-of-use asset for a finance lease is based on the lease liability. Expense for our financing leases is comprised of the amortization expense associated with the right-of-use asset and interest expense recognized based on the effective interest method.
We include options to extend or terminate a lease when we are reasonably certain that we will exercise that option. We consider several factors in assessing whether renewal periods are reasonably certain of being exercised, including the continued maturation of our nationwide network, technological advances within the telecommunications industry and the availability of alternative sites. We have generally concluded we are not reasonably certain to exercise the options to extend or terminate our leases. Therefore, as of the lease commencement date, our lease terms generally do not include these options.
In determining the discount rate used to measure the right-of-use asset and lease liability, we use rates implicit in the lease, or if not readily available, we use our incremental borrowing rate. Our incremental borrowing rate is based on an estimated secured rate comprised of a risk-free rate plus a credit spread as secured by our assets. Determining a credit spread as secured by our assets may require judgment.
Certain of our lease agreements include rental payments based on changes in the consumer price index (“CPI”). Lease liabilities are not remeasured as a result of changes in the CPI; instead, changes in the CPI are treated as variable lease payments and are excluded from the measurement of the right-of-use asset and lease liability. These payments are recognized in the period in which the related obligation is incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Generally, we elected the practical expedient to not separate lease and non-lease components in arrangements. We did not elect the short-term lease recognition exemption; as such, leases with terms shorter than 12 months are included as a right-of-use asset and lease liability.
Rental revenues and expenses associated with co-location tower sites are presented on a net basis under Topic 842. See Note 17 – Leases for further information.
Cell Tower Monetization Transactions
In 2012, we entered into a prepaid master lease arrangement in which we as the lessor provided the rights to utilize tower sites and we leased back space on certain of those towers. Prior to our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”), Sprint entered into a similar lease-out and leaseback arrangement that we assumed in the Sprint Merger.
These arrangements are treated as failed sale leasebacks in which the proceeds received are reported as a financing obligation. The principal payments on the tower obligations are included in Other, net within Net cash used in financing activities on our Consolidated Statements of Cash Flows. Our historical tower site asset costs are reported in Property and equipment, net on our Consolidated Balance Sheets and are depreciated. See Note 10 – Tower Obligations for further information.
Sprint Retirement Pension Plan
We provide the Sprint Retirement Pension Plan (the “Pension Plan”), which is a defined benefit pension plan providing postretirement benefits to certain employees. As of December 31, 2005, the Pension Plan was amended to freeze benefit plan accruals for participants.
The investments in the Pension Plan are measured at fair value on a recurring basis each quarter using quoted market prices or the net asset value per share as a practical expedient. The projected benefit obligations associated with the Pension Plan are
Index for Notes to theConsolidated Financial Statements
determined based on actuarial models utilizing mortality tables and discount rates applied to the expected benefit term. See Note 13 – Employee Compensation and Benefit Plans for further information on the Pension Plan.
Advertising Expense
We expense the cost of advertising and other promotional expenditures to market our services and products as incurred. For the years ended December 31, 2025, 2024 and 2023, advertising expenses included in Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income were $3.7 billion, $3.1 billion and $2.5 billion, respectively.
Income Taxes
Deferred tax assets and liabilities are recognized based on temporary differences between the consolidated financial statements and tax bases of assets and liabilities using enacted tax rates expected to be in effect when these differences are realized. A valuation allowance is recorded when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of a deferred tax asset depends on the ability to generate sufficient taxable income of the appropriate character and in the appropriate taxing jurisdictions within the carryforward periods available.
We account for uncertainty in income taxes recognized on our consolidated financial statements in accordance with the accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We assess whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position and adjust the unrecognized tax benefits in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law.
Other Comprehensive Income
Other comprehensive income primarily consists of adjustments, net of tax, related to reclassification of loss from cash flow hedges, fair value hedges, foreign currency translation, pension and other postretirement benefits. This is reported in Accumulated other comprehensive loss as a separate component of stockholders’ equity until realized in earnings.
Stock-Based Compensation
Stock-based compensation expense for stock awards, which include restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”), is measured at fair value on the grant date and recognized as expense, net of expected forfeitures, over the related service period. The fair value of stock awards is based on the closing price of our common stock on the date of grant, adjusted for expected dividend yield. RSUs are recognized as expense using the straight-line method. PRSUs are recognized as expense following a graded vesting schedule with their performance reassessed and updated on a quarterly basis, or more frequently as changes in facts and circumstances warrant.
Stockholder Return Programs
On September 8, 2022, our Board of Directors authorized a stock repurchase program for up to $14.0 billion of our common stock through September 30, 2023 (the “2022 Stock Repurchase Program”). On September 6, 2023, our Board of Directors authorized a stockholder return program of up to $19.0 billion through December 31, 2024 (the “2023-2024 Stockholder Return Program”). The 2023-2024 Stockholder Return Program consisted of additional repurchases of shares of our common stock and the payment of cash dividends. On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion through December 31, 2025 (the “2025 Stockholder Return Program”). The 2025 Stockholder Return Program consisted of additional repurchases of shares of our common stock and the payment of cash dividends. On December 11, 2025, we announced that our Board of Directors authorized our 2026 Stockholder Return Program of up to $14.6 billion that will run through December 31, 2026 (the “2026 Stockholder Return Program”). The 2026 Stockholder Return Program is expected to consist of additional repurchases of shares of our common stock and the payment of cash dividends. The amount available under the 2026 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.
The cost of repurchased shares, including equity reacquisition costs and related taxes, is included in Treasury stock on our Consolidated Balance Sheets. We accrue the cost of repurchased shares and exclude such shares from the calculation of basic and diluted earnings per share, as of the trade date. We recognize a liability for share repurchases which have not settled and for which cash has not been paid in Other current liabilities on our Consolidated Balance Sheets. Cash payments to reacquire our shares, including equity reacquisition costs and related taxes, are included in Repurchases of common stock on our Consolidated Statements of Cash Flows.
Index for Notes to theConsolidated Financial Statements
Dividends declared are included as a reduction to Retained earnings on our Consolidated Balance Sheets. We recognize a liability for dividends declared but for which cash has not been paid in Other current liabilities on our Consolidated Balance Sheets. Dividend cash payments to stockholders are included in Net cash used in financing activities on our Consolidated Statements of Cash Flows.
See Note 15 - Stockholder Return Programs for further information.
Earnings Per Share
Basic earnings per share is computed by dividing Net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of outstanding stock options, RSUs and PRSUs, calculated using the treasury stock method. See Note 16 – Earnings Per Share for further information.
Variable Interest Entities
VIEs are entities that lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, have equity investors that do not have the ability to make significant decisions relating to the entity's operations through voting rights, do not have the obligation to absorb the expected losses or do not have the right to receive the residual returns of the entity. The most common type of VIE is a special purpose entity (“SPE”). SPEs are commonly used in securitization transactions in order to isolate certain assets and distribute the cash flows from those assets to investors. SPEs are generally structured to insulate investors from claims on the SPEs’ assets by creditors of other entities, including the creditors of the seller of the assets, these SPEs are commonly referred to as being bankruptcy remote.
The primary beneficiary is required to consolidate the assets and liabilities of a VIE. The primary beneficiary is the party which has both the power to direct the activities of an entity that most significantly impact the VIE's economic performance, and through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE which could potentially be significant to the VIE.
In assessing which party is the primary beneficiary, all the facts and circumstances are considered, including each party’s role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes, first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (such as asset managers and servicers) or have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.
We consolidate VIEs when we are deemed to be the primary beneficiary or when the VIE cannot be deconsolidated. See Note 5 – Sales of Certain Receivables, Note 9 – Debt and Note 10 – Tower Obligations for further information.
Accounting Pronouncements Adopted During the Current Year
Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The standard enhances income tax disclosure requirements for all entities by requiring specified categories and greater disaggregation within the rate reconciliation table, disclosure of income taxes paid by jurisdiction, and providing clarification on uncertain tax positions and related financial statement impacts. We adopted the standard for our fiscal year 2025 annual financial statements. The guidance was applied retrospectively, and the required disclosures have been included in the Notes to the Consolidated Financial Statements. See Note 14 – Income Taxes for further information.
Credit Losses: Purchased Loans
In November 2025, the FASB issued ASU 2025-08, “Financial instruments – Credit Losses (Topic 326): Purchased Loans,” which amends the guidance in ASC 326 on the accounting for certain purchased loans. Under the ASU, entities must account for acquired loans, excluding credit card, that meet certain criteria at acquisition (purchased seasoned loans) by recognizing them at their purchase price plus an allowance for expected credit losses. Purchased seasoned loans are defined as either: (1) non-purchased credit deteriorated loans that are obtained in a business combination, or (2) non-purchased credit deteriorated loans that (a) are obtained in an asset acquisition or upon consolidation of a variable interest entity that is not a business and (b)
Index for Notes to theConsolidated Financial Statements
are acquired more than 90 days after their origination date by a transferee that was not involved in their origination. We adopted the standard for our fiscal year 2025 annual financial statements. This guidance was applied retrospectively, and the adoption of the standard did not have a material impact on our Consolidated Financial Statements.
Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The standard will become effective for us for our fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2027 annual financial statements, and we are currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Consolidated Financial Statements.
Internal-Use Software Accounting and Disclosures
In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The amendments remove all references to project stages in ASC 350-40, clarify the threshold entities apply to begin capitalizing costs and address challenges arising from the evolution of software development practices. The new guidance modernizes accounting for software developed using incremental and iterative methods, where the existing model provided limited direction on when capitalization should begin. The ASU also specifies that the disclosures under ASC 360-10, “Property, Plant, and Equipment—Overall,” apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The standard will become effective for our fiscal year 2028 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date, retrospectively for all prior periods presented in the financial statements or using a modified retrospective transition approach with early adoption permitted. We do not expect the adoption to have a material impact on our Consolidated Financial Statements and related disclosures.
Interim Reporting
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” The standard improves the navigability of interim disclosures, clarifies when Topic 270 applies and provides additional interim disclosure guidance, including a principle to disclose material events since the most recent annual reporting period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The standard is effective for us beginning January 1, 2028, with early adoption permitted, and may be applied prospectively or retrospectively. We evaluated this standard and concluded our current interim reporting disclosures are consistent with this standard. Accordingly, we do not expect the adoption of this standard to have a material impact on our interim reporting disclosures.
Note 2 – Business Combinations
Acquisition of Ka’ena Corporation
On March 9, 2023, we entered into a merger and unit purchase agreement (the “Merger and Unit Purchase Agreement”) for the acquisition of 100% of the outstanding equity of Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), for a maximum purchase price of $1.35 billion to be paid out 39% in cash and 61% in shares of T-Mobile common stock (the “Ka’ena Acquisition”). On March 13, 2024, we entered into Amendment No. 1 to the Merger and Unit Purchase Agreement, which amended, among other things, certain mechanics of the payment of the purchase consideration for the Ka’ena Acquisition, which resulted in a nominal increase in the percentage of cash compared to shares of T-Mobile common stock to be paid out as part of the total purchase price.
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the Ka’ena Acquisition, and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile. Concurrently, and as agreed upon through the Merger and Unit Purchase Agreement, T-Mobile and Ka’ena entered into certain separate transactions, including the effective settlement of the preexisting wholesale arrangement
Index for Notes to theConsolidated Financial Statements
between T-Mobile and Ka’ena and agreements with certain of the sellers to provide services to T-Mobile during the post-acquisition period.
Ka’ena is a provider of prepaid mobile services in the U.S. through its primary brands, Mint Mobile and Ultra Mobile, and also offers a selection of wireless devices, including handsets and other mobile communication devices. Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues on our Consolidated Statements of Comprehensive Income, and for which Ka’ena incurred related expenses for the use of our network. On the Ka’ena Acquisition Date, this relationship was effectively terminated, and the Company acquired Ka’ena’s prepaid customer relationships and began to recognize service revenues associated with these customers within Prepaid revenues and operating expenses primarily within Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income subsequent to the Ka’ena Acquisition Date. The Ka’ena Acquisition enhances the Company’s position as a leading prepaid wireless carrier by diversifying our brand identities, enhancing our distribution footprint and preserving the value of our relationship with Ka’ena through its acquisition, including the acquisition of its prepaid customer relationships.
The financial results of Ka’ena from the Ka’ena Acquisition Date through December 31, 2024, were not material to our Consolidated Statements of Comprehensive Income, nor were they material to our prior period consolidated results on a pro forma basis. Costs for the Ka’ena Acquisition did not have a material impact on our Consolidated Statements of Comprehensive Income.
Consideration Transferred
In accordance with the terms of the Merger and Unit Purchase Agreement, the total purchase price is variable, dependent upon specified performance indicators of Ka’ena, and consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026. On June 30, 2025, we amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of $1.35 billion and the upfront payment, as adjusted, and removed the requirement for Ka’ena to achieve specified performance indicators.
On the Ka’ena Acquisition Date and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million. An additional amount of the upfront payment payable to certain sellers was deferred and may be paid through the first quarter of 2026. As of the Ka’ena Acquisition Date, we recognized a liability of $27 million for the fair value of this deferred amount, which is included in the fair value of consideration transferred in the Ka’ena Acquisition. Furthermore, a portion of the upfront payment made on the Ka’ena Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena and excluded from the fair value of consideration transferred in the Ka’ena Acquisition. The amount of the upfront payment was subject to customary adjustments and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum amount payable in satisfaction of the earnout.
Based on the amount of the adjusted upfront payment, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout.
•$251 million of the earnout amount is payment for the acquired Ka’ena business, and we recognized a liability of $191 million for the fair value of such deferred consideration as of the Ka’ena Acquisition Date. This liability was adjusted to fair value at each reporting date through June 30, 2025, with a corresponding offset recorded to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
•$169 million of the earnout amount is payment for services to be provided to T-Mobile by certain of the sellers during the post-acquisition period, as well as the replacement of equity awards of certain Ka’ena employees. We recognize expenses as such services are provided during the post-acquisition period within Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income, with a corresponding offset to Other current liabilities and Other long-term liabilities on our Consolidated Balance Sheets.
Index for Notes to theConsolidated Financial Statements
The acquisition-date fair value of consideration transferred in the Ka’ena Acquisition is comprised of the following:
| (in millions) | May 1, 2024 | |
|---|---|---|
| Fair value of T-Mobile common stock issued to Ka’ena stockholders related to the adjusted upfront payment | $ | 527 |
| Fair value of cash paid to Ka’ena stockholders related to the adjusted upfront payment | 396 | |
| Fair value of deferred earnout consideration | 191 | |
| Fair value of deferred other consideration | 27 | |
| Total fair value of consideration exchanged | $ | 1,141 |
The fair value of the deferred earnout consideration was estimated using the income approach, a probability-weighted discounted cash flow model, whereby a Monte Carlo simulation method estimated the probability of different outcomes. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach for the deferred earnout consideration include forecasted Ka’ena financial information, primarily revenue, marketing costs and customer metrics, the probability of achieving the forecasted financial information and the discount rate.
As of December 31, 2025, $242 million of liabilities for deferred earnout consideration and $157 million of liabilities for post-acquisition services were presented within current liabilities on our Consolidated Balance Sheets, and as of December 31, 2024, $202 million of liabilities for deferred consideration and $80 million of liabilities for post-acquisition services were presented within long-term liabilities on our Consolidated Balance Sheets.
Fair Value of Assets Acquired and Liabilities Assumed
We accounted for the Ka’ena Acquisition as a business combination. The identifiable assets acquired and liabilities assumed from Ka’ena were recorded at their fair values as of the Ka’ena Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the Ka’ena Acquisition Date required the use of judgment regarding estimates and assumptions. For the fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.
The following table summarizes the assigned fair values for each class of assets acquired and liabilities assumed at the Ka’ena Acquisition Date, as adjusted during the measurement period, which closed on April 30, 2025, based on information identified after the Ka’ena Acquisition Date. We retained the services of certified valuation specialists to assist with assigning values to certain acquired assets.
| (in millions) | May 1, 2024 | |
|---|---|---|
| Cash and cash equivalents | $ | 24 |
| Accounts receivable | 34 | |
| Inventory | 3 | |
| Prepaid expenses | 5 | |
| Other current assets | 10 | |
| Property and equipment | 1 | |
| Operating lease right-of-use assets | 2 | |
| Goodwill | 777 | |
| Other intangible assets | 740 | |
| Other assets | 51 | |
| Total assets acquired | 1,647 | |
| Accounts payable and accrued liabilities | 42 | |
| Deferred revenue | 297 | |
| Short-term operating lease liabilities | 1 | |
| Deferred tax liabilities | 83 | |
| Operating lease liabilities | 2 | |
| Other long-term liabilities | 81 | |
| Total liabilities assumed | 506 | |
| Total consideration transferred | $ | 1,141 |
Index for Notes to theConsolidated Financial Statements
Intangible Assets
Goodwill was assigned to our Wireless segment and has an assigned value of $777 million, which represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The assigned goodwill recognized includes expected growth in customers and service revenues to be achieved from the operations of the combined company, the assembled workforce of Ka’ena and intangible assets that do not qualify for separate recognition. Of the total amount of assigned goodwill resulting from the Ka’ena Acquisition of $777 million, the amount deductible for tax purposes is $121 million.
Other intangible assets acquired primarily include $545 million of customer relationships with an estimated weighted-average useful life of six years, $70 million of tradenames with an estimated weighted-average useful life of eight years and $125 million of other intangible assets with an estimated weighted-average useful life of four years. The customer relationships are being amortized using the sum-of-the-years digits method over their estimated useful lives, and the tradenames are being amortized on a straight-line basis over their estimated useful lives.
The fair value of customer relationships was estimated using the income approach. This fair value measurement is based on significant inputs not observable in the market, and, therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach include forecasted customer churn rates, revenue over an estimated period of time, the discount rate and estimated income taxes.
Acquisition of UScellular Wireless Business
On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC for the acquisition of substantially all of UScellular’s wireless operations and select AWS, PCS, 600 MHz, 700 MHz and other spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through exchange offers to certain UScellular debtholders.
On May 23, 2025, we launched exchange offers (the “Exchange Offers”) for any and all of certain outstanding senior notes of UScellular for new notes of T-Mobile with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular. In conjunction with the Exchange Offers, we also solicited consents for each series of the outstanding senior notes of UScellular to effect a number of amendments to the applicable indenture under which each such series of notes were issued and are governed (the “Consent Solicitations”). The consummation of the Exchange Offers and Consent Solicitations were subject to the closing of the UScellular acquisition, which occurred on August 1, 2025.
On July 22, 2025, we entered into three separate asset purchase agreements for the acquisition of substantially all of the wireless operations assets (together with UScellular’s wireless operations and select spectrum assets, the “UScellular Wireless Business”) of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership and Iowa RSA No. 12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of $175 million payable in cash. Prior to our acquisition of the Iowa Entities, UScellular held a minority interest in each of the Iowa Entities.
The UScellular Wireless Business offers a comprehensive range of wireless communications products and services. As a combined company, we expect to increase competition in the telecommunications industry, achieve synergies and enhance our rural 5G coverage with our combined network footprint. Following the closing of the transactions, UScellular and the Iowa Entities will retain ownership of their other spectrum licenses, as well as their towers.
On August 1, 2025, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals (the “UScellular Acquisition Date”), we completed the acquisition of the UScellular Wireless Business (the “UScellular Acquisition”), and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. UScellular senior notes with an aggregate outstanding principal balance of $1.7 billion were subsequently exchanged for T-Mobile notes in the Exchange Offers. The obligation to execute the Exchange Offers was recorded as debt assumed in the UScellular Acquisition with an aggregate assigned fair value of $1.7 billion. On the UScellular Acquisition Date, UScellular changed its legal name to Array Digital Infrastructure, Inc.
On August 5, 2025, we issued debt with an aggregate principal balance of $1.7 billion in settlement of the Exchange Offers. The issued debt consisted of 6.700% Senior Notes due 2033 in an aggregate principal amount of $489 million, 6.250% Senior Notes due 2069 in an aggregate principal amount of $393 million, 5.500% Senior Notes due March 2070 in an aggregate
Index for Notes to theConsolidated Financial Statements
principal amount of $401 million and 5.500% Senior Notes due June 2070 in an aggregate principal amount of $395 million. The notes rank equally with all other unsecured and unsubordinated indebtedness of T-Mobile USA, Inc.
On the UScellular Acquisition Date, we entered into a master license agreement to lease space on at least 2,100 towers being retained by UScellular and extended our tenancy term on approximately 600 additional towers where we are already leasing space from UScellular for 15 years post-closing. In addition, through the master license agreement, we leased space on approximately 1,800 additional UScellular towers on an interim basis for up to 30 months after the UScellular Acquisition Date. As a result of entering into the master license agreement, we recorded right-of use assets and lease liabilities of $1.0 billion each on the UScellular Acquisition Date, with a corresponding increase to both deferred tax liabilities and assets of $261 million. For towers where we were not leasing space prior to the UScellular Acquisition Date, the related balances have been included in the fair value of assets acquired and liabilities assumed.
The financial results of the UScellular Wireless Business from the UScellular Acquisition Date through December 31, 2025, were not material to our Consolidated Statements of Comprehensive Income, nor were they material to our prior period consolidated results on a pro forma basis. Transaction-related costs for the UScellular Acquisition did not have a material impact on our Consolidated Statements of Comprehensive Income.
Consideration Transferred
The acquisition-date fair value of consideration transferred in the UScellular Acquisition is comprised of the following:
| (in millions) | August 1, 2025 | |
|---|---|---|
| Fair value of cash paid on the UScellular Acquisition Date | $ | 2,811 |
| Fair value of T-Mobile replacement equity awards attributable to pre-combination service | 44 | |
| Total fair value of consideration exchanged | $ | 2,855 |
The amount of cash paid on the UScellular Acquisition Date is subject to customary adjustments, which require agreement by the parties.
Fair Value of Assets Acquired and Liabilities Assumed
We have accounted for the UScellular Acquisition as a business combination. The identifiable assets acquired and liabilities assumed of the UScellular Wireless Business were recorded at their provisionally assigned fair values as of the UScellular Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the UScellular Acquisition Date requires the use of judgment regarding estimates and assumptions. For the provisionally assigned fair values of the assets acquired and liabilities assumed, we used the cost, income and market approaches.
Index for Notes to theConsolidated Financial Statements
The following table summarizes the provisionally assigned fair values for each class of assets acquired and liabilities assumed at the UScellular Acquisition Date. We retained the services of certified valuation specialists to assist with assigning values to certain acquired assets and liabilities assumed. We are in the process of finalizing the valuation of the assets acquired and liabilities assumed. Therefore, the provisionally assigned fair values set forth below are subject to adjustment as additional information is obtained.
| (in millions) | August 1, 2025 | |
|---|---|---|
| Cash and cash equivalents | $ | 12 |
| Accounts receivable | 317 | |
| Equipment installment plan receivables | 503 | |
| Inventory | 129 | |
| Prepaid expenses | 63 | |
| Other current assets | 33 | |
| Property and equipment | 1,448 | |
| Operating lease right-of-use assets (1) | 1,199 | |
| Goodwill | 219 | |
| Spectrum licenses | 1,730 | |
| Other intangible assets | 397 | |
| Equipment installment plan receivables due after one year | 388 | |
| Deferred tax assets | 64 | |
| Other assets | 125 | |
| Total assets acquired | 6,627 | |
| Accounts payable and accrued liabilities | 296 | |
| Deferred revenue | 275 | |
| Short-term operating lease liabilities (1) | 179 | |
| Other current liabilities | 114 | |
| Long-term debt (2) | 1,653 | |
| Operating lease liabilities (1) | 1,029 | |
| Other long-term liabilities | 226 | |
| Total liabilities assumed | 3,772 | |
| Total consideration transferred | $ | 2,855 |
(1)Includes $749 million, $51 million and $698 million of Operating lease right-of-use assets, Short-term operating lease liabilities and Operating lease liabilities, respectively, for towers associated with the UScellular master license agreement where we were not leasing tower space prior to the UScellular Acquisition Date.
(2)The obligation to execute the Exchange Offers was recorded as debt assumed in the UScellular Acquisition with an aggregate assigned fair value of $1.7 billion.
Intangible Assets
Goodwill was assigned to our Wireless segment and has a provisionally assigned value of $219 million, which represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The provisionally assigned goodwill recognized includes synergies expected to be achieved from the operations of the combined company, the assembled workforce of UScellular and intangible assets that do not qualify for separate recognition. Of the total provisionally assigned amount of goodwill resulting from the UScellular Acquisition of $219 million, the preliminary amount deductible for tax purposes is $32 million. Expected synergies from the UScellular Acquisition include the cost savings from the planned integration of network infrastructure, facilities, personnel and systems.
Other intangible assets acquired include $379 million of customer relationships with an estimated weighted-average useful life of ten years and $18 million of tradenames with an estimated weighted-average useful life of one year. The customer relationships are amortized using the sum-of-the-years digits method over their estimated useful lives and the tradenames are amortized on a straight-line basis over their estimated useful lives. The preliminary fair value of customer relationships was estimated using the income approach. This fair value measurement is based on significant inputs not observable in the market, and, therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach include revenue over an estimated period of time, the discount rate, forecasted expenses and contributory asset charges.
The preliminary fair value of Spectrum licenses of $1.7 billion was estimated using the market and income approach, specifically a Greenfield model. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach
Index for Notes to theConsolidated Financial Statements
include the discount rate, estimated market share, estimated capital and operating expenditures, forecasted service revenue and a long-term growth rate for a hypothetical market participant that enters the wireless industry and builds a nationwide wireless network.
Acquired Receivables
The fair value of the assets acquired includes Accounts receivable of $317 million and EIP receivables of $891 million. The unpaid principal balance under these contracts as of the UScellular Acquisition Date was $328 million and $1.1 billion, respectively. The difference between the fair value and the unpaid principal balance primarily represents discounting for market interest rates and amounts expected to be uncollectible.
Acquisition of Vistar Media Inc.
On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar, a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million. A portion of the payment made on the Vistar Acquisition Date was for the settlement of preexisting relationships with Vistar and is excluded from the fair value of consideration transferred.
The financial results of Vistar from the Vistar Acquisition Date through December 31, 2025, were not material to our Consolidated Statements of Comprehensive Income, nor were they material to our prior period consolidated results on a pro forma basis. Costs related to the Vistar Acquisition were not material to our Consolidated Statements of Comprehensive Income.
Fair Value of Assets Acquired and Liabilities Assumed
We have accounted for the Vistar Acquisition as a business combination. The identifiable assets acquired and liabilities assumed from Vistar were recorded at their provisionally assigned fair values as of the Vistar Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the Vistar Acquisition Date requires the use of judgment regarding estimates and assumptions. For the provisionally assigned fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.
The following table summarizes the provisionally assigned fair values for each class of assets acquired and liabilities assumed at the Vistar Acquisition Date. We are in the process of finalizing the valuation of the assets acquired and liabilities assumed, including income tax-related amounts. Therefore, the provisionally assigned fair values set forth below are subject to adjustment as additional information is obtained.
| (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 | 343 | |
| Other intangible assets | 264 | |
| Total assets acquired | 810 | |
| Accounts payable and accrued liabilities | 129 | |
| Deferred revenue | 1 | |
| Deferred tax liabilities | 61 | |
| Operating lease liabilities | 2 | |
| Total liabilities assumed | 193 | |
| Total consideration transferred | $ | 617 |
Index for Notes to theConsolidated Financial Statements
Intangible Assets
Goodwill was assigned to our Wireless segment and has a provisionally assigned value of $343 million, which represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The provisionally assigned goodwill recognized includes expected growth in service revenues to be achieved from the operations of the combined company, the assembled workforce of Vistar and intangible assets that do not qualify for separate recognition.
Other intangible assets acquired include $201 million of customer relationships with an estimated weighted-average useful life of ten years, $8 million of tradenames with an estimated weighted-average useful life of four years and $55 million of other intangible assets with an estimated weighted-average useful life of four years. The customer relationships are amortized using the sum-of-the-years digits method over their estimated useful lives and the tradenames are amortized on a straight-line basis over their estimated useful lives.
The preliminary fair value of customer relationships was estimated using the income approach. This fair value measurement is based on significant inputs not observable in the market, and, therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach include revenue over an estimated period of time, the discount rate, forecasted expenses and contributory asset charges.
Acquisition of Blis Holdco Limited
On February 18, 2025, we entered into a share purchase agreement for the acquisition of 100% of the outstanding capital stock of Blis, a provider of advertising solutions (the “Blis Acquisition”).
Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million. A portion of the payment made on the Blis Acquisition Date was for the settlement of preexisting relationships with Blis and is excluded from the fair value of consideration transferred.
The financial results of Blis from the Blis Acquisition Date through December 31, 2025, were not material to our Consolidated Statements of Comprehensive Income, nor were they material to our prior period consolidated results on a pro forma basis. Costs related to the Blis Acquisition were not material to our Consolidated Statements of Comprehensive Income.
We have accounted for the Blis Acquisition as a business combination. The fair value of consideration transferred as of the Blis Acquisition Date totaled $174 million. The identifiable assets acquired and liabilities assumed from Blis were recorded at their provisionally assigned fair values as of the Blis Acquisition Date and consolidated with those of T-Mobile. The provisionally assigned fair values of total assets acquired, including goodwill, and total liabilities assumed at the Blis Acquisition Date were $264 million and $90 million, respectively. Goodwill was assigned to our Wireless segment and has a provisionally assigned value of $105 million, which represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The provisionally assigned goodwill recognized includes expected growth in service revenues to be achieved from the operations of the combined company, the assembled workforce of Blis and intangible assets that do not qualify for separate recognition.
We are in the process of finalizing the valuation of the assets acquired and liabilities assumed. Therefore, the provisionally assigned fair values above are subject to adjustment as additional information is obtained.
Note 3 – Joint Ventures
Lumos Joint Venture
On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, EQT Infrastructure VI (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III.
On April 1, 2025, we completed the joint acquisition of Lumos upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. For the customers acquired, we recognized an intangible asset amortized using the sum-of-the-years digits method over a weighted-average useful life of nine years. Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships. The funds invested by us will be used by the joint venture to fund future fiber builds.
Index for Notes to theConsolidated Financial Statements
In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.
Metronet Joint Venture
On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.
On July 24, 2025, we completed the joint acquisition of Metronet upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 fiber customers. For the customers acquired, we recognized an intangible asset amortized using the sum-of-the-years digits method over a weighted-average useful life of ten years. Following the joint acquisition, Metronet became a wholesale services provider, and its residential fiber retail operations and customers transitioned to us. We do not anticipate making further capital contributions under the existing business plan.
Method of Accounting
We account for the Lumos and Metronet joint ventures under the equity method of accounting. We recognize revenues for fiber customers and the related wholesale costs paid to the joint ventures for network access within Postpaid revenues and Cost of services, respectively, on our Consolidated Statements of Comprehensive Income.
Note 4 – Receivables and Related Allowance for Credit Losses
We maintain an allowance for credit losses by applying an expected credit loss model. Each period, management assesses the appropriateness of the level of allowance for credit losses by considering credit risk inherent within each portfolio segment as of the end of the period.
We consider a receivable past due when a customer has not paid us by the contractually specified payment due date. Account balances are written off against the allowance for credit losses if collection efforts are unsuccessful and the receivable balance is deemed uncollectible (customer default), based on factors such as customer credit ratings, as well as the length of time the amounts are past due.
Our portfolio of receivables is comprised of two portfolio segments: accounts receivable and EIP receivables.
Accounts Receivable Portfolio Segment
Accounts receivable balances are predominately comprised of amounts currently due from customers (e.g., for wireless communications services), device insurance administrators, wholesale partners, other carriers and third-party retail channels.
We estimate credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and is adjusted for asset-specific considerations, current economic conditions and reasonable and supportable forecasts.
Our approach considers a number of factors, including our overall historical credit losses and payment experience, as well as current collection trends, such as write-off frequency and severity. We also consider other qualitative factors such as current and forecasted macroeconomic conditions.
We consider the need to adjust our estimate of credit losses for reasonable and supportable forecasts of future macroeconomic conditions. To do so, we monitor external forecasts of changes in real U.S. gross domestic product and forecasts of consumer credit behavior for comparable credit exposures.
EIP Receivables Portfolio Segment
Based upon customer credit profiles at the time of customer origination, as well as subsequent credit performance, we designate the EIP receivables segment into two customer classes of “Prime” and “Subprime.” Prime customer receivables are those with lower credit risk, and Subprime customer receivables are those with higher credit risk. Customers may be required to make a down payment on their equipment purchases if their assessed credit risk exceeds established underwriting thresholds. In addition, certain customers within the Subprime category may be required to pay a deposit.
Index for Notes to theConsolidated Financial Statements
To determine a customer’s credit profile and assist in determining their credit class, we use a proprietary credit scoring model that measures the credit quality of a customer leveraging several factors, such as credit bureau information and consumer credit risk scores, as well as service and device plan characteristics.
Installment loans acquired in the UScellular Acquisition are included in EIP receivables and generally have an initial term of 36 months. We applied our proprietary credit scoring model to the customers acquired in the UScellular Acquisition with an outstanding EIP receivable balance. Based on tenure, consumer credit risk score and credit profile, these acquired customers were classified into our customer classes of Prime or Subprime. Our proprietary credit scoring model is applied to all EIP arrangements originated after the UScellular Acquisition Date.
For EIP receivables acquired in the UScellular Acquisition, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is accreted to interest income over the contractual life of the loan using the effective interest method. EIP receivables had a combined weighted-average effective interest rate of 10.3% and 11.1% as of December 31, 2025 and 2024, respectively.
The following table summarizes the EIP receivables, including imputed discounts and related allowance for credit losses:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| EIP receivables, gross | $ | 8,626 | $ | 7,402 |
| Unamortized imputed discount | (566) | (524) | ||
| EIP receivables, net of unamortized imputed discount | 8,060 | 6,878 | ||
| Allowance for credit losses | (380) | (290) | ||
| EIP receivables, net of allowance for credit losses and imputed discount (1) | $ | 7,680 | $ | 6,588 |
| Classified on our consolidated balance sheets as: | ||||
| Equipment installment plan receivables, net of allowance for credit losses and imputed discount | $ | 4,997 | $ | 4,379 |
| Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount | 2,683 | 2,209 | ||
| EIP receivables, net of allowance for credit losses and imputed discount | $ | 7,680 | $ | 6,588 |
(1)Through the UScellular Acquisition, we acquired EIP receivables with a fair value of $891 million as of August 1, 2025. As they were recorded at fair value, an imputed discount was not recognized on the acquired receivables.
Many of our loss estimation techniques rely on delinquency-based models categorized by customer credit class; therefore, delinquency is an important indicator of credit quality in the establishment of our allowance for credit losses for EIP receivables. We manage our EIP receivables portfolio segment using delinquency and customer credit class as key credit quality indicators.
The following table presents the amortized cost of our EIP receivables, including EIP receivables acquired through the UScellular Acquisition, by delinquency status, customer credit class and year of origination as of December 31, 2025:
| Originated in 2025 | Originated in 2024 | Originated prior to 2024 | Total EIP Receivables, Net of <br>Unamortized Imputed Discount | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Prime | Subprime | Prime | Subprime | Prime | Subprime | Prime | Subprime | Total | |||||||||
| Current - 30 days past due | $ | 4,936 | $ | 1,011 | $ | 1,499 | $ | 319 | $ | 102 | $ | 8 | $ | 6,537 | $ | 1,338 | $ | 7,875 |
| 31 - 60 days past due | 35 | 31 | 9 | 10 | 1 | — | 45 | 41 | 86 | |||||||||
| 61 - 90 days past due | 17 | 19 | 7 | 8 | 1 | 1 | 25 | 28 | 53 | |||||||||
| More than 90 days past due | 10 | 17 | 7 | 10 | 1 | 1 | 18 | 28 | 46 | |||||||||
| EIP receivables, net of unamortized imputed discount | $ | 4,998 | $ | 1,078 | $ | 1,522 | $ | 347 | $ | 105 | $ | 10 | $ | 6,625 | $ | 1,435 | $ | 8,060 |
We estimate credit losses on our EIP receivables segment by applying an expected credit loss model, which relies on historical loss data adjusted for current conditions to calculate default probabilities or an estimate for the frequency of customer default. Our assessment of default probabilities or frequency includes receivables delinquency status, historical loss experience, how long the receivables have been outstanding and customer credit ratings, as well as customer tenure. We multiply these estimated default probabilities by our estimated loss given default, which is the estimated amount of default or the severity of loss.
Index for Notes to theConsolidated Financial Statements
As we do for our accounts receivable portfolio segment, we consider the need to adjust our estimate of credit losses on EIP receivables for reasonable and supportable forecasts of economic conditions through monitoring external forecasts and periodic internal statistical analyses.
The following table presents write-offs of our EIP receivables by year of origination for the year ended December 31, 2025:
| (in millions) | Originated in 2025 | Originated in 2024 | Originated prior to 2024 | Total | ||||
|---|---|---|---|---|---|---|---|---|
| Write-offs | $ | 234 | $ | 366 | $ | 64 | $ | 664 |
Activity for the years ended December 31, 2025, 2024 and 2023 in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows:
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Accounts Receivable Allowance | EIP Receivables Allowance | Total | Accounts Receivable Allowance | EIP Receivables Allowance | Total | Accounts Receivable Allowance | EIP Receivables Allowance | Total | |||||||||||||||
| Allowance for credit losses and imputed discount, beginning of period | $ | 176 | $ | 814 | $ | 990 | $ | 161 | $ | 773 | $ | 934 | $ | 167 | $ | 811 | $ | 978 | ||||||
| Bad debt expense | 694 | 676 | 1,370 | 592 | 600 | 1,192 | 440 | 458 | 898 | |||||||||||||||
| Write-offs | (654) | (664) | (1,318) | (577) | (578) | (1,155) | (446) | (518) | (964) | |||||||||||||||
| Allowance for credit losses for acquired credit deteriorated receivables | 10 | 78 | 88 | — | — | — | — | — | — | |||||||||||||||
| Change in imputed discount on short-term and long-term EIP receivables | N/A | 225 | 225 | N/A | 199 | 199 | N/A | 220 | 220 | |||||||||||||||
| Impact on the imputed discount from sales of EIP receivables | N/A | (183) | (183) | N/A | (180) | (180) | N/A | (198) | (198) | |||||||||||||||
| Allowance for credit losses and imputed discount, end of period | $ | 226 | $ | 946 | $ | 1,172 | $ | 176 | $ | 814 | $ | 990 | $ | 161 | $ | 773 | $ | 934 |
Off-Balance-Sheet Credit Exposures
We do not have material off-balance-sheet credit exposures as of December 31, 2025. In connection with the sales of certain service accounts receivable and EIP receivables pursuant to the sale arrangements, we provide guarantees of credit performance included on our Consolidated Balance Sheets measured at fair value that are based on a discounted cash flow model using Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries. See Note 5 – Sales of Certain Receivables for further information.
Note 5 – Sales of Certain Receivables
We regularly enter into transactions to sell certain service accounts receivable and EIP receivables. The transactions, including our continuing involvement with the sold receivables and the respective impacts to our consolidated financial statements, are described below.
Sales of EIP Receivables
Overview of the Transaction
In 2015, we entered into an arrangement to sell certain EIP receivables on a revolving basis (the “EIP Sale Arrangement”). The maximum funding commitment of the sale arrangement is $1.3 billion. On November 10, 2025, we extended the scheduled expiration date of the EIP Sale Arrangement to November 18, 2026.
As of both December 31, 2025 and 2024, the EIP Sale Arrangement provided funding of $1.3 billion. Sales of EIP receivables occur daily and are settled on a monthly basis.
Index for Notes to theConsolidated Financial Statements
In connection with this EIP Sale Arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “EIP BRE”). Pursuant to the EIP Sale Arrangement, selected receivables are transferred to the EIP BRE. The EIP BRE then sells the receivables to a non-consolidated and unaffiliated third-party entity over which we do not exercise any level of control, nor does the third-party entity qualify as a VIE.
Variable Interest Entity
We determined that the EIP BRE is a VIE, as its equity investment at risk lacks the obligation to absorb a certain portion of its expected losses. We have a variable interest in the EIP BRE and have determined that we are the primary beneficiary based on our ability to direct the activities that most significantly impact the EIP BRE’s economic performance. Those activities include selecting which receivables are transferred into the EIP BRE and sold in the EIP Sale Arrangement and funding of the EIP BRE. Additionally, our equity interest in the EIP BRE obligates us to absorb losses and gives us the right to receive benefits from the EIP BRE that could potentially be significant to the EIP BRE. Accordingly, we include the balances and results of operations of the EIP BRE in our consolidated financial statements.
The following table summarizes the carrying amounts and classification of liabilities, which consist of the recourse guarantee, included on our Consolidated Balance Sheets with respect to the EIP BRE:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Other current liabilities | $ | 90 | $ | 81 |
| Other long-term liabilities | 13 | 32 |
In addition, the EIP BRE is a separate legal entity with its own separate creditors who will be entitled, prior to any liquidation of the EIP BRE, to be satisfied prior to any value in the EIP BRE becoming available to us. Accordingly, the assets of the EIP BRE may not be used to settle our general obligations, and creditors of the EIP BRE have no recourse to our general credit.
Sales of Service Accounts Receivable
Overview of the Transaction
In 2014, we entered into an arrangement to sell certain service accounts receivable on a revolving basis (the “Service Receivable Sale Arrangement”). The maximum funding commitment of the Service Receivable Sale Arrangement is $950 million, and the facility expires in February 2026. As of both December 31, 2025 and 2024, the Service Receivable Sale Arrangement provided funding of $775 million. Sales of receivables occur daily and are settled on a monthly basis. The receivables consist of service charges currently due from customers and are short-term in nature.
In connection with the Service Receivable Sale Arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity, to sell service accounts receivable (the “Service BRE”).
Pursuant to the amended Service Receivable Sale Arrangement, selected receivables are transferred to the Service BRE. The Service BRE then sells the receivables to a non-consolidated and unaffiliated third-party entity over which we do not exercise any level of control and which does not qualify as a VIE.
Variable Interest Entity
We determined that the Service BRE is a VIE, as its equity investment at risk lacks the obligation to absorb a certain portion of expected losses. We have a variable interest in the Service BRE and have determined that we are the primary beneficiary based on our ability to direct the activities that most significantly impact the Service BRE’s economic performance. Those activities include selecting which receivables are transferred into the Service BRE and sold in the Service Receivable Sale Arrangement and funding the Service BRE. Additionally, our equity interest in the Service BRE obligates us to absorb losses and gives us the right to receive benefits from the Service BRE that could potentially be significant to the Service BRE. Accordingly, we include the balances and results of operations of the Service BRE in our consolidated financial statements.
The following table summarizes the carrying amounts and classification of liabilities included on our Consolidated Balance Sheets with respect to the Service BRE:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Other current liabilities | $ | 306 | $ | 328 |
Index for Notes to theConsolidated Financial Statements
In addition, the Service BRE is a separate legal entity with its own separate creditors who will be entitled, prior to any liquidation of the Service BRE, to be satisfied prior to any value in the Service BRE becoming available to us. Accordingly, the assets of the Service BRE may not be used to settle our general obligations, and creditors of the Service BRE have no recourse to our general credit.
Sales of Receivables
The transfers of service accounts receivable and EIP receivables to the non-consolidated entities are accounted for as sales of financial assets. Once identified for sale, the receivable is recorded at the lower of cost or fair value. Upon sale, we derecognize the net carrying amount of the receivables.
We recognized the cash proceeds received upon sale in Net cash provided by operating activities on our Consolidated Statements of Cash Flows.
On October 22, 2024, we executed an amendment to the EIP Sale Arrangement and an amendment to the Service Receivable Sale Arrangement (together, the “Pledge Amendments”). Prior to the effective date of the Pledge Amendments, the credit enhancement feature of each of the EIP Sale Arrangement and the Service Receivable Sale Arrangement was in the form of a deferred purchase price. Pursuant to the Pledge Amendments, effective on November 1, 2024, the credit enhancement feature of each arrangement is replaced by a recourse guarantee liability, which is collateralized by pledged but unsold receivables. On November 1, 2024, we re-recognized $193 million of gross service accounts receivables and $604 million of gross EIP receivables.
Prior to the effective date of the Pledge Amendments, cash proceeds related to beneficial interests in securitization transactions in the form of the deferred purchase price were presented within Net cash used in investing activities on our Consolidated Statements of Cash Flows. Following the effective date of the Pledge Amendments, all cash proceeds associated with sold receivables are recognized within Net cash provided by operating activities on our Consolidated Statements of Cash Flows.
The recourse guarantee, and prior to the effective date of the Pledge Amendments, the deferred purchase price, represents a financial instrument that is primarily tied to the creditworthiness of our customers. At inception, we elected to measure the recourse guarantee liabilities at fair value with changes in fair value included in Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income. The fair value of the recourse guarantee liabilities is determined based on a discounted cash flow model which primarily uses Level 3 inputs, including estimated customer default rates and credit worthiness, dilutions and recoveries. Our recourse guarantee liabilities related to the sales of service receivables and EIP receivables were $130 million and $148 million as of December 31, 2025, and December 31, 2024, respectively. These liabilities were collateralized by $266 million and $286 million of gross service receivables and $535 million and $505 million of gross EIP receivables pledged, but unsold as of December 31, 2025, and December 31, 2024, respectively, which represent our maximum exposure under the recourse guarantee.
The following table summarizes the impact of the sales of certain service receivables and EIP receivables on our Consolidated Balance Sheets:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Derecognized net service accounts receivable and EIP receivables | $ | 1,651 | $ | 1,616 |
| Other current liabilities | 397 | 409 | ||
| of which, recourse guarantee | 117 | 116 | ||
| Other long-term liabilities | 13 | 32 | ||
| of which, recourse guarantee | 13 | 32 | ||
| Net cash proceeds since inception | 1,372 | 1,468 | ||
| Of which: | ||||
| Change in net cash proceeds during the year-to-date period | (96) | (115) | ||
| Net cash proceeds funded by reinvested collections | 1,468 | 1,583 |
We recognized losses from sales of receivables, including changes in fair value of the recourse guarantee liabilities, beginning on November 1, 2024, and deferred purchase price assets of $58 million, $62 million and $165 million for the years ended December 31, 2025, 2024 and 2023, respectively, in Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
Index for Notes to theConsolidated Financial Statements
Continuing Involvement
Pursuant to the EIP Sale Arrangement and Service Receivable Sale Arrangement described above, we have continuing involvement with the service accounts receivables and EIP receivables we sell, as we service the receivables, are required to replace certain receivables, including ineligible receivables, aged receivables and receivables where a write-off is imminent, and may be responsible for absorbing credit losses through performance under our recourse guarantee liabilities. We continue to service the customers and their related receivables, including facilitating customer payment collection, in exchange for a monthly servicing fee. As the receivables are sold on a revolving basis, the customer payment collections on sold receivables may be reinvested in new receivable sales. At the direction of the purchasers of the sold receivables, we apply the same policies and procedures while servicing the sold receivables as we apply to our owned receivables, and we continue to maintain normal relationships with our customers.
Note 6 – Property and Equipment
The components of property and equipment, excluding amounts transferred to held for sale, were as follows:
| (in millions) | Useful Lives | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|---|
| Land | $ | 100 | $ | 69 | |
| Buildings and equipment | Up to 30 years | 4,521 | 4,377 | ||
| Wireless communications systems | Up to 20 years | 70,653 | 65,778 | ||
| Leasehold improvements | Up to 10 years | 2,750 | 2,588 | ||
| Capitalized software | Up to 3 years | 21,762 | 18,566 | ||
| Leased wireless devices | Up to 16 months | 30 | 145 | ||
| Construction in progress | N/A | 2,329 | 3,377 | ||
| Accumulated depreciation and amortization | (63,812) | (56,367) | |||
| Property and equipment, net | $ | 38,333 | $ | 38,533 |
Total depreciation and amortization expense relating to property and equipment and financing lease right-of-use assets was $12.6 billion, $12.1 billion and $12.0 billion for the years ended December 31, 2025, 2024 and 2023.
We capitalize interest associated with the acquisition or construction of certain property and equipment and spectrum intangible assets. We recognized capitalized interest of $43 million, $34 million and $104 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Asset retirement obligations are primarily for certain legal obligations to remediate leased property on which our network infrastructure and administrative assets are located.
Activity in our asset retirement obligations for the years ended December 31, 2025 and 2024, were as follows:
| (in millions) | Year Ended <br>December 31, 2025 | Year Ended<br>December 31, 2024 | ||
|---|---|---|---|---|
| Asset retirement obligations, beginning of year | $ | 1,535 | $ | 1,716 |
| Fair value of liabilities acquired from the UScellular Acquisition | 182 | — | ||
| Liabilities incurred | 35 | 21 | ||
| Liabilities settled | (46) | (307) | ||
| Accretion expense | 73 | 69 | ||
| Changes in estimated cash flows | — | 36 | ||
| Asset retirement obligations, end of period | $ | 1,779 | $ | 1,535 |
| Classified on the consolidated balance sheets as: | ||||
| Other current liabilities | $ | 114 | $ | 109 |
| Other long-term liabilities | 1,665 | 1,426 |
The corresponding assets, net of accumulated depreciation, related to asset retirement obligations were $561 million and $423 million as of December 31, 2025 and 2024, respectively.
Index for Notes to theConsolidated Financial Statements
Billing System Impairment
In connection with our accelerated digital transformation initiatives, including streamlining our billing technology, we evaluated our billing system architecture strategy and concluded components of our billing system replacement plan and associated development will no longer serve our future needs. As a result, we recorded a non-cash impairment of $278 million related to capitalized software development costs during the year ended December 31, 2025, within Impairment expense on our Consolidated Statements of Comprehensive Income.
Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024, are as follows:
| (in millions) | Goodwill | |
|---|---|---|
| Balance as of December 31, 2023, net of accumulated impairment losses of $10,984 | $ | 12,234 |
| Goodwill from the Ka’ena Acquisition | 771 | |
| Balance as of December 31, 2024 | 13,005 | |
| Adjustment to goodwill from the Ka’ena Acquisition | 6 | |
| Provisionally assigned goodwill from acquisitions in 2025 | 667 | |
| Balance as of December 31, 2025, net of accumulated impairment losses of $10,984 | $ | 13,678 |
Goodwill Impairment Assessment
Certain non-financial assets, including goodwill and indefinite-lived intangible assets such as Spectrum licenses, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, these assets are required to be assessed for impairment when events or circumstances indicate that carrying value may not be recoverable, and at least annually for goodwill and indefinite-lived intangible assets. The nonrecurring measurements of the fair value of these assets, for which observable market information may be limited, are classified within Level 3 of the fair value hierarchy. In the event an impairment is required, the asset is adjusted to its estimated fair value using market-based assumptions, to the extent they are available, as well as other assumptions that may require significant judgment.
For our annual assessment of our reporting units, we employed a qualitative approach. In addition, for our assessment of the Wireless reporting unit, the fair value was estimated using a market approach, which is based on market capitalization. We considered any events or change in circumstances that occurred, noting no indication that the fair value of our reporting units may be below their carrying amount at December 31, 2025.
Spectrum Licenses
The following table summarizes our spectrum license activity for the years ended December 31, 2025, 2024 and 2023:
| (in millions) | 2025 | 2024 | 2023 | |||
|---|---|---|---|---|---|---|
| Spectrum licenses, beginning of year | $ | 100,558 | $ | 96,707 | $ | 95,798 |
| Spectrum license acquisitions | 1,417 | 4,822 | 103 | |||
| Spectrum licenses acquired from the UScellular Acquisition | 1,730 | — | — | |||
| Spectrum licenses transferred to held for sale | (5,674) | (1,024) | (2) | |||
| Costs to clear spectrum | 1 | 53 | 808 | |||
| Spectrum licenses, end of year | $ | 98,032 | $ | 100,558 | $ | 96,707 |
Cash payments to acquire spectrum licenses and payments for costs to clear spectrum are included in Purchases of spectrum licenses and other intangible assets, including deposits. Cash proceeds from the sale of spectrum licenses are included in Proceeds from the sale of property, equipment and intangible assets on our Consolidated Statements of Cash Flows.
Spectrum Auctions
In September 2022, the FCC announced that we were the winning bidder of 7,156 licenses in Auction 108 (2.5 GHz spectrum) for an aggregate price of $304 million. At inception of Auction 108 in June 2022, we deposited $65 million. We paid the FCC the remaining $239 million for the licenses won in the auction in September 2022. On February 29, 2024, the FCC issued to us the licenses won in Auction 108, and substantially all of these licenses were deployed in March 2024.
Index for Notes to theConsolidated Financial Statements
Spectrum Exchange Transactions
During the years ended December 31, 2025 and 2024, we recognized $434 million and $1.2 billion, respectively, of non-cash spectrum license acquisitions associated with the closing of certain exchange transactions.
During the years ended December 31, 2025 and 2024, we recognized $34 million and $202 million, respectively, of gains associated with the closing of certain spectrum exchange transactions as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income. There were no gains or losses associated with spectrum exchange transactions during the year ended December 31, 2023.
As of December 31, 2025 and 2024, $3 million and $159 million, respectively, of spectrum licenses were classified as held for sale within Other assets on our Consolidated Balance Sheets related to additional spectrum exchange agreements pending regulatory approval and closing, which are expected to close in the next 12 months. The closings of these transactions are not expected to have a significant impact on our Consolidated Statements of Comprehensive Income.
License Purchase Agreements
DISH Network Corporation
On July 1, 2020, we and DISH Network Corporation (“DISH”) entered into a License Purchase Agreement (the “DISH License Purchase Agreement”) pursuant to which DISH agreed to purchase certain 800 MHz spectrum licenses for a total of approximately $3.6 billion. On October 15, 2023, we and DISH entered into an amendment (the “LPA Amendment”) to the DISH License Purchase Agreement pursuant to which, among other things, the parties agreed that (1) DISH will pay us a $100 million non-refundable extension fee (in lieu of the approximately $72 million termination fee that had previously been agreed to), (2) the closing for the purchase of the spectrum licenses by DISH will occur no later than April 1, 2024, (3) if DISH has not purchased the spectrum licenses by such date for any reason (including failure to receive the required FCC approval prior to such date), then the DISH License Purchase Agreement will automatically terminate, and we will retain the $100 million extension fee, (4) if DISH does purchase the spectrum by April 1, 2024, the $100 million extension fee will be credited against the $3.6 billion purchase price, and (5) we are permitted to commence auction of the spectrum prior to April 1, 2024 at our discretion (and subject to DISH’s purchase right). The LPA Amendment was approved by the Court and became effective on October 23, 2023. On October 25, 2023, we received a payment of $100 million from DISH for the extension fee and recorded a corresponding liability within Other current liabilities on our Consolidated Balance Sheets.
DISH did not purchase the 800 MHz spectrum by April 1, 2024. As such, we recognized a gain for the $100 million extension fee previously paid by DISH during the year ended December 31, 2024, within Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income and relieved the liability that was initially recorded upon receipt of the payment. On October 1, 2024, we concluded the auction process for the disposition of the spectrum as required under the final judgment agreed to by us, Deutsche Telekom AG (“DT”), Sprint LLC, SoftBank Group Corp. (“SoftBank”) and DISH with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, to offer the licenses for sale. We did not receive a qualifying bid and had been relieved of the obligation to sell the spectrum licenses. On May 30, 2025, we entered into a license purchase agreement for the sale of the 800 MHz spectrum licenses, as discussed below.
Channel 51 License Co LLC and LB License Co, LLC
On August 8, 2022, we, Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) entered into License Purchase Agreements pursuant to which we will acquire spectrum in the 600 MHz band from the Sellers in exchange for total cash consideration of $3.5 billion.
On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements pursuant to which we and the Sellers agreed to separate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No. 1 to the Amended and Restated License Purchase Agreements, which deferred the closings of certain additional licenses in Chicago and Dallas into the second closing tranche. Together, the licenses with closings deferred into the second closing tranche represent $1.1 billion of the aggregate $3.5 billion cash consideration. The licenses being acquired by us, and the total consideration being paid for the licenses, remain the same under the original License Purchase Agreements and subsequent amendments.
The FCC approved the purchase of the first tranche on December 29, 2023. The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.
Index for Notes to theConsolidated Financial Statements
The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024. The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.
The FCC approved the purchase of the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025. The purchase of the remaining licenses closed on June 2, 2025, and the associated payment of $604 million was made on the same day.
Comcast Corporation
On September 12, 2023, we entered into a license purchase agreement (the “Comcast License Purchase Agreement”) with Comcast Corporation and its affiliate, Comcast OTR1, LLC (together with Comcast Corporation, “Comcast”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast (the “Comcast Licenses”) in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval. The licenses will be acquired without any associated networks.
The final purchase price will be determined, in the aggregate and on a per license basis, based on the set of Comcast Licenses at the time the parties make required transfer filings with the FCC. Prior to the time of such filings, Comcast has the right to remove any or all of a certain specified subset of the Comcast Licenses, totaling $2.1 billion (the “Optional Sale Licenses”), from the Comcast License Purchase Agreement. The removal of any Optional Sale Licenses would reduce the final purchase price by the assigned value of each such license, from the maximum purchase price of $3.3 billion.
The Comcast Licenses are subject to an exclusive leasing arrangement between us and Comcast, which was entered into contemporaneously with the Comcast License Purchase Agreement. If Comcast elects to remove an Optional Sale License from the Comcast License Purchase Agreement, the associated lease for such Optional Sale License will terminate, but no sooner than two years from the date of the Comcast License Purchase Agreement (with us having a minimum period of time after any such termination to cease transmitting on such license’s associated spectrum).
On January 13, 2025, we and Comcast entered into an amendment to the Comcast License Purchase Agreement pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion.
As a result of additional spectrum acquisitions we are planning with third parties, we have agreed with Comcast to accelerate the consummation of our acquisition of approximately $45 million of the Comcast Licenses. The parties are currently targeting a closing on the acquisition of this accelerated portion of the Comcast Licenses in the first half of 2026, with the remaining spectrum license acquisitions targeting a closing in the first half of 2028.
N77 License Co LLC
On September 10, 2024, we entered into a License Purchase Agreement with N77 License Co LLC (“Buyer”), pursuant to which Buyer had the option to purchase all or a portion of our remaining 3.45 GHz spectrum licenses in exchange for a range of cash consideration, with the specific licenses sold to be determined based upon the amount of committed financing raised by Buyer. Following receipt of the required regulatory approvals, on April 30, 2025, we completed the sale of a portion of our 3.45 GHz spectrum licenses for $2.0 billion. During the year ended December 31, 2025, we recognized an associated gain of $151 million as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
Grain Management, LLC
On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P. and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain. In addition, we may receive a share of certain future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, subject to certain terms and conditions and following a certain return on invested capital for Grain. As of December 31, 2025, $3.6 billion of the associated 800 MHz spectrum licenses have been classified as held for sale at cost, with $2.9 billion and $690 million presented in Other current assets and Other assets, respectively, on our Consolidated Balance Sheets based on the nature of consideration to be received. The transaction is subject to customary closing conditions and contingent on the receipt of regulatory approvals, including the FCC’s approval regarding certain modifications to the 800 MHz spectrum licenses, and the parties are currently targeting a closing in the first half of 2026. We do not expect the transaction to have a material impact on our Consolidated Statements of
Index for Notes to theConsolidated Financial Statements
Comprehensive Income upon the transaction close. In addition, we expect an increase to our cash income tax liability of approximately $850 million upon the transaction close.
Impairment Assessment
For our assessment of Spectrum license impairment, we employed a qualitative approach. No events or change in circumstances have occurred that indicate the fair value of the Spectrum licenses may be below their carrying amount at December 31, 2025.
Other Intangible Assets
The components of Other intangible assets were as follows:
| Useful Lives | December 31, 2025 | December 31, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Gross Amount | Accumulated Amortization | Net Amount | Gross Amount | Accumulated Amortization | Net Amount | |||||||||||||
| Customer relationships (1) | Up to 10 years | $ | 7,599 | $ | (4,878) | $ | 2,721 | $ | 5,427 | $ | (4,123) | $ | 1,304 | ||||||
| Reacquired rights | Up to 9 years | 770 | (416) | 354 | 770 | (323) | 447 | ||||||||||||
| Tradenames and patents (1) | Up to 19 years | 430 | (191) | 239 | 338 | (157) | 181 | ||||||||||||
| Favorable spectrum leases | Up to 27 years | 564 | (184) | 380 | 620 | (169) | 451 | ||||||||||||
| Other (1) | Up to 10 years | 557 | (408) | 149 | 478 | (349) | 129 | ||||||||||||
| Other intangible assets | $ | 9,920 | $ | (6,077) | $ | 3,843 | $ | 7,633 | $ | (5,121) | $ | 2,512 |
(1)Includes intangible assets acquired through our acquisitions. See Note 2 - Business Combinations and Note 3 - Joint Ventures for more information.
Amortization expense for intangible assets subject to amortization was $975 million, $857 million and $888 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The estimated aggregate future amortization expense for intangible assets subject to amortization is summarized below:
| (in millions) | Estimated Future Amortization | |
|---|---|---|
| Twelve Months Ending December 31, | ||
| 2026 | $ | 987 |
| 2027 | 769 | |
| 2028 | 569 | |
| 2029 | 430 | |
| 2030 | 278 | |
| Thereafter | 810 | |
| Total | $ | 3,843 |
Note 8 – Fair Value Measurements
The carrying values of Cash and cash equivalents, Accounts receivable and Accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. The carrying values of EIP receivables approximate fair value as the receivables are generally recorded at their present value using an imputed interest rate.
Derivative Financial Instruments
We use derivatives to manage exposure to market risk, such as exposure to fluctuations in foreign currency exchange rates and interest rates. We designate certain derivatives as hedging instruments in a qualifying hedge accounting relationship to mitigate fluctuations in values or cash flows related to such risks caused by foreign currency or interest rate volatility. We do not use derivatives for trading or speculative purposes.
Cash flows associated with qualifying hedge derivative instruments are presented in the same category on our Consolidated Statements of Cash Flows as the item being hedged. For fair value hedges, other than foreign currency hedges, the change in the fair value of the derivative instruments is recognized in earnings through the same income statement line item as the change in the fair value of the hedged item. For cash flow hedges, as well as fair value foreign currency hedges, the change in the fair value of the derivative instruments is reported in Accumulated other comprehensive loss and recognized in earnings when the hedged item is recognized in earnings, again, through the same income statement line item.
Index for Notes to theConsolidated Financial Statements
We record derivatives on our Consolidated Balance Sheets at fair value that is derived primarily from observable market data, including exchange rates, interest rates and forward curves. These market inputs are utilized in the discounted cash flow calculation considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to derivative valuations are generally observable in active markets and, as such, are classified as Level 2 in the fair value hierarchy.
Cross-Currency Swaps
We enter into cross-currency swaps to offset changes in the value of our payments on foreign-denominated debt in USD and to mitigate the impact of foreign currency transaction gains and losses.
We have entered into cross-currency swap agreements, with the same notional amounts as our EUR-denominated debt issuances, to effectively convert €4.8 billion to USD borrowings, with the same maturities as our EUR-denominated debt issuances. The swaps qualify and have been designated as fair value hedges of our EUR-denominated debt, mitigating our exposure to foreign currency transaction gains and losses.
Accordingly, all changes in the fair value of the swaps will be initially recorded through Accumulated other comprehensive loss on our Consolidated Balance Sheets and reclassified to earnings in an amount that exactly offsets the periodic transaction gain or loss on remeasuring the debt, such that there will be no earnings volatility due to changes in foreign-currency exchange rates. Transaction gains or losses on remeasuring the EUR-denominated debt, as well as the offsetting swap amounts, are recorded within Other (expense) income, net on our Consolidated Statements of Comprehensive Income.
Changes in the fair value of the swaps may be different from the current period transaction gain or loss on remeasurement of the debt, in which case the difference will remain in Accumulated other comprehensive loss on our Consolidated Balance Sheets. These differences generally represent credit or liquidity risk, referred to as a basis spread, and the time value of money (“excluded components”). The value of the excluded components is recognized in earnings using a systematic and rational method by accruing the current-period swap settlements into Interest expense, net, on our Consolidated Statements of Comprehensive Income. If an amount remains in Accumulated other comprehensive loss on our Consolidated Balance Sheets upon settlement of the derivative, those amounts will be reclassified to earnings at that time.
The following table summarizes the activity of our cross-currency swaps:
| (in millions) | 2025 | 2024 | ||
| Other (expense) income, net | ||||
| Pre-tax transaction (loss) gain on remeasurement of -denominated debt | $ | (661) | $ | 79 |
| Amount recognized in Other (expense) income, net reclassified from Accumulated other comprehensive loss | 661 | (79) | ||
| Accumulated other comprehensive loss | ||||
| Amount recognized in Accumulated other comprehensive loss reclassified to Other (expense) income, net | $ | (661) | $ | 79 |
| Gain (loss) associated with the change in fair value of cross-currency swaps recognized in Accumulated other comprehensive loss | 410 | (58) |
All values are in Euros.
Interest Rate Lock Derivatives
In April 2020, we terminated our interest rate lock derivatives entered into in October 2018. Aggregate changes in the fair value of our terminated interest rate lock derivatives, net of amortization, of $771 million and $960 million are presented in Accumulated other comprehensive loss on our Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.
During the years ended December 31, 2025, 2024 and 2023, we amortized $254 million, $236 million, and $219 million respectively, from Accumulated other comprehensive loss into Interest expense, net, on our Consolidated Statements of Comprehensive Income. We expect to amortize $274 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense, net, over the 12 months ending December 31, 2026.
Recourse Guarantee Liabilities
In connection with the sales of certain service and EIP accounts receivable pursuant to the sale arrangements, we have recourse guarantee liabilities measured at fair value that are based on a discounted cash flow model using unobservable Level 3 inputs, including estimated customer default rates and credit worthiness. See Note 5 – Sales of Certain Receivables for further information.
Index for Notes to theConsolidated Financial Statements
The carrying amounts of our recourse guarantee liabilities of $130 million and $148 million are included on our Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.
Debt
The fair values of our Senior Notes and spectrum-backed Senior Secured Notes to third parties were determined based on quoted market prices in active markets. Accordingly, our Senior Notes and spectrum-backed Senior Secured Notes to third parties were classified as Level 1 within the fair value hierarchy. The fair value of our Senior Notes to affiliates was determined based on the fair value of the Senior Notes to third parties with similar terms and maturities. Accordingly, our Senior Notes to affiliates were classified as Level 2 within the fair value hierarchy. The fair values of our Senior Notes to third parties (EUR-denominated) and ABS Notes were primarily based on quoted prices in inactive markets for identical instruments and observable changes in market interest rates, both of which are Level 2 inputs. Accordingly, our Senior Notes to third parties (EUR-denominated) and ABS Notes were classified as Level 2 within the fair value hierarchy. The fair value of our ECA Facilities (as defined below) was determined based on a discounted cash flow approach using market interest rates of instruments with similar maturities and credit risk. Accordingly, our ECA Facilities were classified as Level 2 within the fair value hierarchy.
Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, judgment was required in interpreting market data to develop fair value estimates for the Senior Notes to third parties (EUR-denominated), Senior Notes to affiliates, ABS Notes and ECA Facilities. The fair value estimates were based on information available as of December 31, 2025 and 2024. As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.
The carrying amounts and fair values of our short-term and long-term debt, excluding accrued interest, included on our Consolidated Balance Sheets were as follows:
| (in millions) | Level within the Fair Value Hierarchy | December 31, 2025 | December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value | Carrying Amount | Fair Value | |||||||||
| Liabilities: | |||||||||||
| Senior Notes to third parties | 1 | $ | 74,575 | $ | 70,517 | $ | 71,783 | $ | 65,631 | ||
| Senior Notes to third parties (-denominated) | 2 | 5,551 | 5,460 | 2,058 | 2,125 | ||||||
| Senior Notes to affiliates | 2 | 1,498 | 1,500 | 1,497 | 1,491 | ||||||
| Senior Secured Notes to third parties | 1 | 844 | 835 | 1,361 | 1,330 | ||||||
| ABS Notes to third parties | 2 | 1,995 | 2,017 | 1,566 | 1,570 | ||||||
| ECA Facilities to third parties | 2 | 1,819 | 1,876 | — | — |
All values are in Euros.
Index for Notes to theConsolidated Financial Statements
Note 9 – Debt
Debt was as follows:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| 3.500% Senior Notes due 2025 | $ | — | $ | 3,000 |
| 4.738% Series 2018-1 A-1 Notes due 2025 | — | 131 | ||
| 1.500% Senior Notes due 2026 | 1,000 | 1,000 | ||
| 2.250% Senior Notes due 2026 | 1,800 | 1,800 | ||
| 2.625% Senior Notes due 2026 | 1,200 | 1,200 | ||
| 7.625% Senior Notes due 2026 | — | 1,500 | ||
| 3.750% Senior Notes due 2027 | 4,000 | 4,000 | ||
| 5.375% Senior Notes due 2027 | — | 500 | ||
| 2.050% Senior Notes due 2028 | 1,750 | 1,750 | ||
| 4.750% Senior Notes due 2028 | 1,500 | 1,500 | ||
| 4.750% Senior Notes to affiliates due 2028 | 1,500 | 1,500 | ||
| 4.800% Senior Notes due 2028 | 900 | 900 | ||
| 4.910% Class A Senior ABS Notes due 2025 | — | 570 | ||
| 4.950% Senior Notes due 2028 | 1,000 | 1,000 | ||
| 5.152% Series 2018-1 A-2 Notes due 2028 | 827 | 1,194 | ||
| 6.875% Senior Notes due 2028 | 2,475 | 2,475 | ||
| 2.400% Senior Notes due 2029 | 500 | 500 | ||
| 2.625% Senior Notes due 2029 | 1,000 | 1,000 | ||
| 3.375% Senior Notes due 2029 | 2,350 | 2,350 | ||
| 3.550% Senior Notes due 2029 (EUR-denominated) | 705 | 621 | ||
| 4.200% Senior Notes due 2029 | 700 | 700 | ||
| 4.250% Class A Senior ABS Notes due 2029 | 500 | 500 | ||
| 4.740% Class A Senior ABS Notes due 2029 | 500 | — | ||
| 4.850% Senior Notes due 2029 | 1,000 | 1,000 | ||
| 5.050% Class A Senior ABS Notes due 2029 | 500 | 500 | ||
| 3.875% Senior Notes due 2030 | 7,000 | 7,000 | ||
| 4.340% Class A Senior ABS Notes due 2030 | 500 | — | ||
| 2.250% Senior Notes due 2031 | 1,000 | 1,000 | ||
| 2.550% Senior Notes due 2031 | 2,500 | 2,500 | ||
| 2.875% Senior Notes due 2031 | 1,000 | 1,000 | ||
| 3.500% Senior Notes due 2031 | 2,450 | 2,450 | ||
| 2.700% Senior Notes due 2032 | 1,000 | 1,000 | ||
| 3.150% Senior Notes due 2032 (EUR-denominated) | 1,175 | — | ||
| 3.700% Senior Notes due 2032 (EUR-denominated) | 881 | 777 | ||
| 5.125% Senior Notes due 2032 | 1,250 | — | ||
| 8.750% Senior Notes due 2032 | 2,000 | 2,000 | ||
| 4.625% Senior Notes due 2033 | 800 | — | ||
| 5.050% Senior Notes due 2033 | 2,600 | 2,600 | ||
| 5.200% Senior Notes due 2033 | 1,250 | 1,250 | ||
| 6.700% Senior Notes due 2033 | 489 | — | ||
| 5.150% Senior Notes due 2034 | 1,250 | 1,250 | ||
| 5.750% Senior Notes due 2034 | 1,000 | 1,000 | ||
| 4.700% Senior Notes due 2035 | 900 | 900 | ||
| 4.950% Senior Notes due 2035 | 1,000 | — | ||
| 5.300% Senior Notes due 2035 | 1,000 | — | ||
| ECA Facility due March 2036 (1) | 913 | — | ||
| ECA Facility due November 2036 (1) | 957 | — | ||
| 3.850% Senior Notes due 2036 (EUR-denominated) | 764 | 673 | ||
| 3.500% Senior Notes due 2037 (EUR-denominated) | 1,175 | — | ||
| 4.375% Senior Notes due 2040 | 2,000 | 2,000 | ||
| 3.000% Senior Notes due 2041 | 2,500 | 2,500 | ||
| 3.800% Senior Notes due 2045 (EUR-denominated) | 881 | — | ||
| 4.500% Senior Notes due 2050 | 3,000 | 3,000 | ||
| 3.300% Senior Notes due 2051 | 3,000 | 3,000 | ||
| 3.400% Senior Notes due 2052 | 2,800 | 2,800 | ||
| 5.650% Senior Notes due 2053 | 1,750 | 1,750 | ||
| 5.750% Senior Notes due 2054 | 1,250 | 1,250 | ||
| 6.000% Senior Notes due 2054 | 1,000 | 1,000 |
Index for Notes to theConsolidated Financial Statements
| 5.250% Senior Notes due 2055 | 900 | 900 | ||
|---|---|---|---|---|
| 5.500% Senior Notes due 2055 | 750 | 750 | ||
| 5.875% Senior Notes due 2055 | 1,250 | — | ||
| 5.700% Senior Notes due 2056 | 1,000 | — | ||
| 3.600% Senior Notes due 2060 | 1,700 | 1,700 | ||
| 5.800% Senior Notes due 2062 | 750 | 750 | ||
| 6.250% Senior Notes due 2069 | 393 | — | ||
| 5.500% Senior Notes due March 2070 | 401 | — | ||
| 5.500% Senior Notes due June 2070 | 395 | — | ||
| Unamortized Premium on debt to third parties | 666 | 775 | ||
| Unamortized Discount on debt to third parties | (313) | (223) | ||
| Debt issuance costs and consent fees | (352) | (278) | ||
| Total debt | 86,282 | 78,265 | ||
| Less: Current portion of Senior Notes | 5,135 | 4,068 | ||
| Total long-term debt | $ | 81,147 | $ | 74,197 |
(1)Interest is based on the Secured Overnight Financing Rate (“SOFR”) for the interest period plus an applicable margin. The floating rate, including the applicable margin, on the ECA Facility due March 2036 was 4.927% for the interest payment made during the year ended December 31, 2025. No interest was paid on the ECA Facility due November 2036 during the year ended December 31, 2025.
Long-term debt was classified as follows:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Long-term debt | $ | 79,649 | $ | 72,700 |
| Long-term debt to affiliates | 1,498 | 1,497 | ||
| Total long-term debt | $ | 81,147 | $ | 74,197 |
Our effective interest rate, excluding the impact of derivatives and capitalized interest, was approximately 4.2% and 4.1% on weighted-average debt outstanding of $83.0 billion and $78.3 billion for the years ended December 31, 2025 and 2024, respectively. The weighted-average debt outstanding was calculated by applying an average of the monthly ending balances of total short-term and long-term debt to third parties and short-term and long-term debt to affiliates, net of unamortized premiums, discounts, debt issuance costs and consent fees.
Senior Notes
The Senior Notes are guaranteed on a senior unsecured basis by the Company and certain of our consolidated subsidiaries. They are redeemable at our discretion, in whole or in part, at any time. The redemption price is calculated by reference to the date on which such notes are redeemed and includes a premium, generally until the notes reach a par call date, on or after which they are redeemable at par. The amount of time by which the par call date, where applicable, precedes the maturity date of the respective series of Senior Notes generally varies from one month to three years.
Index for Notes to theConsolidated Financial Statements
Issuances and Borrowings
During the year ended December 31, 2025, we issued and borrowed the following debt:
| (in millions) | Principal Issuances | Discounts and Issuance Costs,<br><br>Net (1) | Net Proceeds from Issuance of Long-Term Debt | Issue Date | |||
|---|---|---|---|---|---|---|---|
| 3.150% Senior Notes due 2032 (EUR-denominated) | $ | 1,036 | $ | (5) | $ | 1,031 | February 11, 2025 |
| 3.500% Senior Notes due 2037 (EUR-denominated) | 1,036 | (8) | 1,028 | February 11, 2025 | |||
| 3.800% Senior Notes due 2045 (EUR-denominated) | 777 | (7) | 770 | February 11, 2025 | |||
| 5.125% Senior Notes due 2032 | 1,250 | (7) | 1,243 | March 27, 2025 | |||
| 5.300% Senior Notes due 2035 | 1,000 | (7) | 993 | March 27, 2025 | |||
| 5.875% Senior Notes due 2055 | 1,250 | (15) | 1,235 | March 27, 2025 | |||
| 6.700% Senior Notes due 2033 (2) | 489 | 56 | — | August 5, 2025 | |||
| 6.250% Senior Notes due 2069 (2) | 393 | 3 | — | August 5, 2025 | |||
| 5.500% Senior Notes due March 2070 (2) | 401 | (42) | — | August 5, 2025 | |||
| 5.500% Senior Notes due June 2070 (2) | 395 | (42) | — | August 5, 2025 | |||
| 4.625% Senior Notes due 2033 | 800 | (5) | 795 | October 9, 2025 | |||
| 4.950% Senior Notes due 2035 | 1,000 | (9) | 991 | October 9, 2025 | |||
| 5.700% Senior Notes due 2056 | 1,000 | (15) | 985 | October 9, 2025 | |||
| Total of Senior Notes issued | 10,827 | (103) | 9,071 | ||||
| 4.740% Class A Senior ABS Notes due 2029 | 500 | (2) | 498 | February 27, 2025 | |||
| 4.340% Class A Senior ABS Notes due 2030 | 500 | (2) | 498 | August 6, 2025 | |||
| Total of ABS Notes issued | 1,000 | (4) | 996 | ||||
| 4.927% ECA Facility due March 2036 | 1,000 | (30) | 970 | March 17, 2025 | |||
| 4.502% ECA Facility due November 2036 | 500 | (13) | 487 | November 28, 2025 | |||
| 4.392% ECA Facility due November 2036 | 500 | (11) | 489 | December 18, 2025 | |||
| Total of credit facilities borrowed | 2,000 | (54) | 1,946 | ||||
| Total Issuances and Borrowings | $ | 13,827 | $ | (161) | $ | 12,013 |
(1)Includes accrued or paid issuance costs and discounts.
(2)In connection with the closing of the UScellular Acquisition, we became obligated to execute the Exchange Offers of certain senior notes of UScellular pursuant to which T-Mobile notes with an aggregate outstanding principal balance of $1.7 billion were issued with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular. See Note 2 – Business Combinations for further information regarding the UScellular Acquisition.
Subsequent to December 31, 2025, on January 12, 2026, we issued $1.2 billion of 5.000% Senior Notes due 2036 and $850 million of 5.850% Senior Notes due 2056.
Credit Facilities
We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $7.5 billion, including a letter of credit sub-facility of up to $1.5 billion and a swingline loan sub-facility of up to $500 million. As of December 31, 2025 and 2024, we did not have an outstanding balance under the Revolving Credit Facility.
Subsequent to December 31, 2025, on January 5, 2026, we entered into a Second Amended and Restated Credit Agreement (the “January 2026 Credit Agreement”) with certain financial institutions named therein. The January 2026 Credit Agreement amends and restates in its entirety the Amended and Restated Credit Agreement dated as of October 17, 2022. The January 2026 Credit Agreement increases the commitments under the revolving credit facility from $7.5 billion to $10.0 billion and extends the maturity of the commitments to January 5, 2031, except as otherwise extended or replaced.
Index for Notes to theConsolidated Financial Statements
Note Redemptions and Repayments
During the year ended December 31, 2025, we made the following note redemptions and repayments:
| (in millions) | Principal Amount | Write-off of Issuance Cost and Consent Fees (1) | Redemption or Repayment Date | Redemption Price | |||
|---|---|---|---|---|---|---|---|
| 3.500% Senior Notes due 2025 | $ | 3,000 | $ | — | April 15, 2025 | N/A | |
| 5.375% Senior Notes due 2027 | 500 | 1 | September 1, 2025 | 100 | % | ||
| 7.625% Senior Notes due 2026 | 1,500 | (13) | November 1, 2025 | 100 | % | ||
| Total Redemptions | $ | 5,000 | $ | (12) | |||
| 4.738% Secured Series 2018-1 A-1 Notes due 2025 | $ | 131 | $ | — | January 13, 2025 | N/A | |
| ECA Facility due March 2036 | 87 | — | Various | N/A | |||
| 5.152% Series 2018-1 A-2 Notes due 2028 | 368 | — | Various | N/A | |||
| 4.910% Class A Senior ABS Notes due 2025 | 570 | — | Various | N/A | |||
| ECA Facility due November 2036 | 43 | — | November 28, 2025 | N/A | |||
| Total Repayments | $ | 1,199 | $ | — |
(1)Write-off of issuance costs and consent fees are included in Other (expense) income, net on our Consolidated Statements of Comprehensive Income. Write-off of issuance costs and consent fees are included in Other, net within Net cash provided by operating activities on our Consolidated Statements of Cash Flows.
Subsequent to December 31, 2025, on January 22, 2026, we delivered notices of redemption on $3.0 billion aggregate principal amount of our 4.750% Senior Notes due 2028 and 4.750% Senior Notes to affiliates due 2028. We redeemed the notes at par on February 1, 2026.
Asset-backed Notes
In connection with issuing the ABS Notes, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “ABS BRE”), and a trust (the “ABS Trust” and together with the ABS BRE, the “ABS Entities”), in which the ABS BRE holds a residual interest. The ABS BRE’s residual interest in the ABS Trust represents the rights to all funds not needed to make required payments on the ABS Notes and other related payments and expenses.
Under the terms of the ABS Notes, our wholly owned subsidiary, T-Mobile Financial LLC (“FinCo”), and certain of our other wholly owned subsidiaries (collectively, the “Originators”) transfer EIP receivables to the ABS BRE, which in turn transfers such receivables to the ABS Trust, which issued the ABS Notes. The Class A senior ABS Notes have an expected weighted average life of approximately 2.5 years. Under the terms of the transaction, there is a two-year revolving period during which we may transfer additional receivables to the ABS Entities as collections on the receivables are received. The EIP receivables transferred to the ABS Entities and related assets, consisting primarily of restricted cash, will only be available for payment of the ABS Notes and expenses related thereto, payments to the Originators in respect of additional transfers of device payment plan agreement receivables, and other obligations arising from our ABS Notes transactions, and will not be available to pay our other obligations until the associated ABS Notes and related obligations are satisfied. The third-party investors in the Class A senior ABS Notes have legal recourse only to the assets of the ABS Trust securing the ABS Notes and do not have any recourse to T-Mobile with respect to the payment of principal and interest. The receivables transferred to the ABS Trust will only be available for payment of the ABS Notes and other obligations arising from the transaction and will not be available to pay any obligations or claims of T-Mobile’s creditors.
Under a parent support agreement, T-Mobile has agreed to guarantee the performance of the obligations of FinCo, which will continue to service the receivables, and the other T-Mobile entities participating in the transaction. However, T-Mobile does not guarantee any principal or interest on the ABS Notes or any payments on the underlying EIP receivables.
Cash collections on the EIP receivables are required at certain specified times to be placed into segregated accounts. Deposits to the segregated accounts are considered restricted cash and are included in Other current assets on our Consolidated Balance Sheets.
As of December 31, 2025, $2.0 billion of our ABS Notes were secured in total by $2.6 billion of gross EIP receivables and collections on such receivables. Our ABS Notes and the assets securing this debt are included on our Consolidated Balance Sheets.
Index for Notes to theConsolidated Financial Statements
The expected maturities of our ABS Notes as of December 31, 2025, were as follows:
| (in millions) | Expected Maturities | |
|---|---|---|
| 2026 | $ | 594 |
| 2027 | 1,050 | |
| 2028 | 356 | |
| Total | $ | 2,000 |
Variable Interest Entities
The ABS Entities meet the definition of a VIE for which we have determined that we are the primary beneficiary as we have the power to direct the activities of the ABS Entities that most significantly impact their performance. Those activities include selecting which receivables are transferred into the ABS Entities, servicing such receivables, and funding of the ABS Entities. Additionally, our equity interest and residual interest in the ABS BRE and the ABS Trust, respectively, obligate us to absorb losses and give us the right to receive benefits from the ABS Entities that could potentially be significant to the ABS Entities. Accordingly, we include the balances and results of operations of the ABS Entities in our consolidated financial statements.
The following table summarizes the carrying amounts and classification of assets and liabilities included in our Consolidated Balance Sheets with respect to the ABS Entities:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Assets | ||||
| Equipment installment plan receivables, net | $ | 1,865 | $ | 1,472 |
| Equipment installment plan receivables due after one year, net | 543 | 352 | ||
| Other current assets | 232 | 151 | ||
| Liabilities | ||||
| Accounts payable and accrued liabilities | $ | 3 | $ | 2 |
| Short-term debt | 594 | 570 | ||
| Long-term debt | 1,401 | 996 |
See Note 4 – Receivables and Related Allowance for Credit Losses for additional information on the EIP receivables used to secure the ABS Notes.
Master Receivables Financing Agreement
Subsequent to December 31, 2025, on February 5, 2026, we entered into a master receivables financing agreement with certain third parties that provides for a revolving loan facility secured by pledged service customer relationships, which include current as well as future monthly service receivables, during the borrowing period (the “MRFA”). Concurrently with the execution of the MRFA, we borrowed $1.0 billion with a floating interest rate indexed to SOFR plus an applicable margin, maturing on February 5, 2027, a one-year borrowing period. The net proceeds will be reflected in Proceeds from issuance of short-term debt on our Condensed Consolidated Statements of Cash Flows for the three months ending March 31, 2026.
Spectrum Financing
On April 1, 2020, in connection with the closing of the Sprint Merger, we assumed Sprint’s spectrum-backed notes, which are collateralized by the acquired, directly held and third-party leased Spectrum licenses (collectively, the “Spectrum Portfolio”) transferred to wholly owned bankruptcy-remote special purpose entities (collectively, the “Spectrum Financing SPEs”). As of December 31, 2025 and 2024, the total outstanding obligations under these Notes were $827 million and $1.3 billion, respectively.
In October 2016, certain subsidiaries of Sprint Communications, Inc. transferred the Spectrum Portfolio to the Spectrum Financing SPEs, which was used as collateral to raise an initial $3.5 billion in senior secured notes (the “2016 Spectrum-Backed Notes”) bearing interest at 3.360% per annum under a $7.0 billion securitization program. The 2016 Spectrum-Backed Notes were repayable over a five-year term, with interest-only payments over the first four quarters and amortizing quarterly principal payments thereafter commencing December 2017 through September 2021. We fully repaid the 2016 Spectrum-Backed Notes in 2021.
Index for Notes to theConsolidated Financial Statements
In March 2018, Sprint issued approximately $3.9 billion in aggregate principal amount of senior secured notes (the “2018 Spectrum-Backed Notes” and together with the 2016 Spectrum-Backed Notes, the “Spectrum-Backed Notes”) under the existing $7.0 billion securitization program, consisting of two series of senior secured notes. The first series of notes totaled $2.1 billion in aggregate principal amount, bearing interest at 4.738% per annum, and had quarterly interest-only payments until June 2021, with additional quarterly principal payments commencing in June 2021 through March 2025, which was fully repaid on January 13, 2025. The second series of notes totaled approximately $1.8 billion in aggregate principal amount, bears interest at 5.152% per annum, and had quarterly interest-only payments until June 2023, with additional quarterly principal payments commencing in June 2023 through March 2028. As of December 31, 2025, $368 million of the aggregate principal amount was classified as Short-term debt on our Consolidated Balance Sheets. The Spectrum Portfolio, which also serves as collateral for the Spectrum-Backed Notes, remains substantially identical to the original portfolio from October 2016.
Simultaneously with the October 2016 offering, Sprint Communications, Inc. entered into a long-term lease with the Spectrum Financing SPEs for the ongoing use of the Spectrum Portfolio. Sprint Communications, Inc. is required to make monthly lease payments to the Spectrum Financing SPEs in an aggregate amount that is market-based relative to the spectrum usage rights as of the closing date and equal to $165 million per month. The lease payments, which are guaranteed by T-Mobile subsidiaries subsequent to the Sprint Merger, are sufficient to service all outstanding series of the 2016 Spectrum-Backed Notes and the lease also constitutes collateral for the senior secured notes. Because the Spectrum Financing SPEs are wholly owned T-Mobile subsidiaries subsequent to the Sprint Merger, these entities are consolidated and all intercompany activity has been eliminated.
Each Spectrum Financing SPE is a separate legal entity with its own separate creditors who will be entitled, prior to and upon the liquidation of the respective Spectrum Financing SPE, to be satisfied out of the Spectrum Financing SPE’s assets prior to any assets of such Spectrum Financing SPE becoming available to T-Mobile. Accordingly, the assets of each Spectrum Financing SPE are not available to satisfy the debts and other obligations owed to other creditors of T-Mobile until the obligations of such Spectrum Financing SPE under the Spectrum-Backed Notes are paid in full. Certain provisions of the Spectrum Financing facility require us to maintain specified cash collateral balances. Amounts associated with these balances are considered to be restricted cash.
Restricted Cash
Certain provisions of our debt agreements require us to maintain specified cash collateral balances. Amounts associated with these balances are considered to be restricted cash.
Commercial Paper
On July 25, 2023, we established an unsecured short-term commercial paper program with the ability to borrow up to $2.0 billion from time to time. This program supplements our other available external financing arrangements, and proceeds are expected to be used for general corporate purposes. As of December 31, 2025 and 2024, there was no outstanding balance under this program.
Standby Letters of Credit
For the purposes of securing our general purpose obligations and obligations to provide device insurance services, we maintain an agreement for standby letters of credit with certain financial institutions. Our outstanding standby letters of credit were $116 million and $152 million as of December 31, 2025 and 2024, respectively.
ECA Facilities
On January 31, 2025, we entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (an “ECA Facility”), providing for a loan of up to $1.0 billion to finance network equipment-related purchases (the “ECA Facility due March 2036”). The obligations under this ECA Facility are also guaranteed by us and by all of our wholly owned domestic restricted subsidiaries (subject to customary exceptions). On March 17, 2025, we drew down the full $1.0 billion available under the ECA Facility due March 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Consolidated Statements of Cash Flows. Borrowings under this ECA Facility are amortized semi-annually in equal installments up to the maturity date of March 15, 2036. Interest is based on the SOFR for the interest period plus an applicable margin.
On August 29, 2025, we entered into an ECA Facility, providing for a loan of up to $1.0 billion to finance network equipment-related purchases (the “ECA Facility due November 2036”). The obligations under this ECA Facility are also guaranteed by us and by all of our wholly owned domestic restricted subsidiaries (subject to customary exceptions). During the fourth quarter of
Index for Notes to theConsolidated Financial Statements
2025, we drew down the full $1.0 billion available under the ECA Facility due November 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Consolidated Statements of Cash Flows. Borrowings under this ECA Facility are amortized semi-annually in equal installments up to the maturity date of November 30, 2036. Interest is based on SOFR for the interest period plus an applicable margin.
Note 10 – Tower Obligations
Existing CCI Tower Lease Arrangements
In 2012, we conveyed to Crown Castle International Corp. (“CCI”) the exclusive right to manage and operate approximately 6,200 tower sites (“CCI Lease Sites”) via a master prepaid lease with site lease terms ranging from 23 to 37 years. CCI has fixed-price purchase options for the CCI Lease Sites totaling approximately $2.0 billion, exercisable annually on a per-tranche basis at the end of the lease term during the period from December 31, 2035, through December 31, 2049. If CCI exercises its purchase option for any tranche, it must purchase all the towers in the tranche. We lease back a portion of the space at certain tower sites.
Assets and liabilities associated with the operation of the tower sites were transferred to special purpose entities (“SPEs”). Assets included ground lease agreements or deeds for the land on which the towers are situated, the towers themselves and existing subleasing agreements with other mobile network operator tenants that lease space at the tower sites. Liabilities included the obligation to pay ground lease rentals, property taxes and other executory costs.
We determined the SPEs containing the CCI Lease Sites (“Lease Site SPEs”) are VIEs as they lack sufficient equity to finance their activities. We have a variable interest in the Lease Site SPEs but are not the primary beneficiary as we lack the power to direct the activities that most significantly impact the Lease Site SPEs’ economic performance. These activities include managing tenants and underlying ground leases, performing repair and maintenance on the towers, the obligation to absorb expected losses and the right to receive the expected future residual returns from the purchase option to acquire the CCI Lease Sites. As we determined that we are not the primary beneficiary and do not have a controlling financial interest in the Lease Site SPEs, the Lease Site SPEs are not included on our consolidated financial statements.
However, we also considered if this arrangement resulted in the sale of the CCI Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the CCI Lease Sites tower assets remained on our Consolidated Balance Sheets. We recorded long-term financial obligations in the amount of the net proceeds received and recognize interest on the tower obligations. The tower obligations are increased by interest expense and amortized through contractual leaseback payments made by us to CCI and through net cash flows generated and retained by CCI from the operation of the tower sites.
Acquired CCI Tower Lease Arrangements
Prior to the Sprint Merger, Sprint entered into a lease-out and leaseback arrangement with Global Signal Inc., a third party that was subsequently acquired by CCI, that conveyed to CCI the exclusive right to manage and operate approximately 6,400 tower sites (“Master Lease Sites”) via a master prepaid lease. These agreements were assumed upon the close of the Sprint Merger, at which point the remaining term of the lease-out was approximately 17 years with no renewal options. CCI has a fixed price purchase option for all (but not less than all) of the leased or subleased sites for approximately $2.3 billion, exercisable one year prior to the expiration of the agreement and ending 120 days prior to the expiration of the agreement. We lease back a portion of the space at certain tower sites.
We considered if this arrangement resulted in the sale of the Master Lease Sites for which we would derecognize the tower assets. By assessing whether control had transferred, we concluded that transfer of control criteria, as discussed in the revenue standard, were not met. Accordingly, we recorded this arrangement as a financing whereby we recorded debt, a financial obligation, and the Master Lease Sites tower assets remained on our Consolidated Balance Sheets.
We recognize interest expense on the tower obligations. The tower obligations are increased by the interest expense and amortized through contractual leaseback payments made by us to CCI. The tower assets are reported in Property and equipment, net on our Consolidated Balance Sheets and are depreciated to their estimated residual values over the expected useful life of the towers, which is 20 years.
Index for Notes to theConsolidated Financial Statements
Leaseback Arrangement
On January 3, 2022, we entered into an agreement (the “Crown Agreement”) with CCI. The Crown Agreement extends the current term of the leasebacks by up to 12 years and modifies the leaseback payments for both the Existing CCI Tower Lease Arrangements and the Acquired CCI Tower Lease Arrangements. As a result of the Crown Agreement, there was an increase in our financing obligation as of the effective date of the Crown Agreement of approximately $1.2 billion, with a corresponding decrease to Other long-term liabilities associated with unfavorable contract terms. The modification resulted in a revised interest rate under the effective interest method for the tower obligations: 11.6% for the Existing CCI Tower Lease Arrangements and 5.3% for the Acquired CCI Tower Lease Arrangements. There were no changes made to either of our master prepaid leases with CCI.
The following table summarizes the balances associated with both of the tower arrangements on our Consolidated Balance Sheets:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Property and equipment, net | $ | 1,922 | $ | 2,069 |
| Tower obligations | 3,532 | 3,664 | ||
| Other long-term liabilities | 554 | 554 |
Future minimum payments related to the tower obligations are approximately $389 million for the 12-month period ending December 31, 2026, $810 million in total for both of the 12-month periods ending December 31, 2027 and 2028, $862 million in total for both of the 12-month periods ending December 31, 2029 and 2030, and $3.2 billion in total thereafter.
We are contingently liable for future ground lease payments through the remaining term of the CCI Lease Sites and the Master Lease Sites. These contingent obligations are not included in Operating lease liabilities, as any amount due is contractually owed by CCI based on the subleasing arrangement. Under the arrangement, we remain primarily liable for ground lease payments on approximately 900 sites and have included lease liabilities of $241 million in our Operating lease liabilities as of December 31, 2025.
Note 11 – Revenue from Contracts with Customers
Disaggregation of Revenue
We provide wireless communications and broadband services to a variety of customers, but focus primarily on two categories of customers:
•Postpaid customers generally include customers who are qualified to pay after receiving service utilizing phones, 5G broadband gateways, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT); and
•Prepaid customers generally include customers who pay for service in advance.
We also provide services to wholesale customers which include Machine-to-Machine and Mobile Virtual Network Operator customers that operate on our network but are managed by wholesale partners.
Postpaid service revenues, including postpaid phone revenues and postpaid other revenues, were as follows:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||
| Postpaid service revenues | |||||||
| Postpaid phone revenues | $ | 49,443 | $ | 45,762 | $ | 43,449 | |
| Postpaid other revenues | 8,489 | 6,578 | 5,243 | ||||
| Total postpaid service revenues | $ | 57,932 | $ | 52,340 | $ | 48,692 |
The balances presented in each revenue line item on our Consolidated Statements of Comprehensive Income represent categories of revenue from contracts with customers disaggregated by type of product and service. Postpaid and prepaid service revenues also include revenues earned for providing premium services to customers, such as device insurance services.
Index for Notes to theConsolidated Financial Statements
Contract Balances
The contract asset and contract liability balances from contracts with customers as of December 31, 2025 and 2024, were as follows:
| (in millions) | Contract <br>Assets | Contract <br>Liabilities | ||
|---|---|---|---|---|
| Balance as of December 31, 2024 | $ | 720 | $ | 1,219 |
| Balance as of December 31, 2025 | 1,307 | 1,653 | ||
| Change | $ | 587 | $ | 434 |
Contract assets primarily represent revenue recognized for equipment sales with promotional bill credits offered to customers that are paid over time and are contingent on the customer maintaining a service contract.
The change in the contract asset balance reflects customer activity related to new promotions, offset by billings on existing contracts and impairment, which is recognized as bad debt expense. The current portion of our contract assets of $920 million and $492 million as of December 31, 2025 and 2024, respectively, was included in Other current assets on our Consolidated Balance Sheets.
Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. Changes in contract liabilities are primarily related to the activity of prepaid customers, including customers acquired through the Ka’ena Acquisition, as well as contract liabilities assumed in the UScellular Acquisition. Contract liabilities are primarily included in Deferred revenue on our Consolidated Balance Sheets.
Revenues for the years ended December 31, 2025, 2024 and 2023, include the following:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||
| Amounts included in the beginning of year contract liability balance | $ | 1,173 | $ | 787 | $ | 747 |
Remaining Performance Obligations
As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining service performance obligations for postpaid contracts with subsidized devices and promotional bill credits that result in an extended service contract is $2.7 billion. We expect to recognize revenue as the service is provided on these postpaid contracts, generally over a period of 24 months from the time of origination.
Information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less has been excluded from the above, which primarily consists of monthly service contracts.
Certain of our wholesale, roaming and service contracts include variable consideration based on usage and performance. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of December 31, 2025, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $1.2 billion, $938 million and $2.2 billion for 2026, 2027 and 2028 and beyond, respectively. These contracts have a remaining duration ranging from less than one year to six years.
Contract Costs
The balance of deferred incremental costs to obtain contracts with customers was $2.0 billion for both December 31, 2025 and 2024, and is included in Other assets on our Consolidated Balance Sheets. Deferred contract costs incurred to obtain postpaid service contracts are amortized over a period of 24 months. The amortization period is monitored to reflect any significant change in assumptions. Amortization of deferred contract costs included in Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income were $1.9 billion, $2.0 billion, and $1.8 billion for the years ended December 31, 2025, 2024 and 2023, respectively.
The deferred contract cost asset is assessed for impairment on a periodic basis. There were no impairment losses recognized on deferred contract cost assets for the years ended December 31, 2025, 2024 and 2023.
Index for Notes to theConsolidated Financial Statements
Note 12 – Segment Reporting
We manage our business activities on a consolidated basis and operate as a single operating segment: Wireless. We primarily derive our revenue in the United States by providing wireless communications and broadband services to customers using our wireless networks and selling devices that provide customers access to our wireless networks. The accounting policies of the Wireless segment are the same as those described in Note 1 – Summary of Significant Accounting Policies.
Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer. The CODM uses Net income, as reported on our Consolidated Statements of Comprehensive Income, in evaluating performance of the Wireless segment and determining how to allocate resources of the Company as a whole, including investing in our networks and customers, stockholder return programs and acquisition strategy. The CODM does not review assets in evaluating the results of the Wireless segment, and therefore, such information is not presented.
The following table provides the operating financial results of our Wireless segment:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||
| Total revenues | $ | 88,309 | $ | 81,400 | $ | 78,558 | |
| Less: Significant and other segment expenses | |||||||
| Cost of equipment sales | 21,277 | 18,882 | 18,533 | ||||
| Employee expenses | 8,553 | 7,041 | 7,629 | ||||
| Lease expense | 5,197 | 5,066 | 5,398 | ||||
| Advertising expense | 3,668 | 3,067 | 2,515 | ||||
| Bad debt expense | 1,370 | 1,192 | 898 | ||||
| Other segment items (1) | 16,179 | 15,223 | 16,526 | ||||
| Impairment expense | 278 | — | — | ||||
| Gain on disposal group held for sale | — | — | (25) | ||||
| Depreciation and amortization | 13,508 | 12,919 | 12,818 | ||||
| Interest expense, net | 3,774 | 3,411 | 3,335 | ||||
| Other expense (income), net | 224 | (113) | (68) | ||||
| Income tax expense | 3,289 | 3,373 | 2,682 | ||||
| Segment net income | $ | 10,992 | $ | 11,339 | $ | 8,317 |
(1)Other segment items included in Segment net income primarily includes certain third-party commissions, external labor and services and backhaul expenses.
Note 13 – Employee Compensation and Benefit Plans
In June 2023, the stockholders of the Company approved the T-Mobile US, Inc. 2023 Incentive Award Plan (the “2023 Plan”), which replaced the 2013 Omnibus Incentive Plan and the Sprint Corporation Amended and Restated 2015 Omnibus Incentive Plan that T-Mobile assumed in connection with the closing of the Sprint Merger (collectively, with the 2023 Plan, the “Incentive Plans”). Under the 2023 Plan, we are authorized to issue up to 33 million shares of our common stock and can grant stock options, stock appreciation rights, restricted stock, RSUs and PRSUs to eligible employees, consultants, advisors and non-employee directors. As of December 31, 2025, there were approximately 25 million shares of common stock available for future grants under the 2023 Plan.
We grant RSUs to eligible employees, key executives and certain non-employee directors and PRSUs to eligible key executives. RSUs entitle the grantee to receive shares of our common stock upon vesting (with vesting generally occurring annually over a three-year service period), subject to continued service through the applicable vesting date. PRSUs entitle the holder to receive shares of our common stock at the end of a performance period of generally up to three years, if the applicable performance goals are achieved, and generally subject to continued service through the applicable performance period. The number of shares ultimately received by the holder of PRSUs is dependent on our business performance against the specified performance goal(s) over a pre-established performance period. We also maintain an employee stock purchase plan (“ESPP”), under which eligible employees can purchase our common stock at a discounted price.
Index for Notes to theConsolidated Financial Statements
Stock-based compensation expense and related income tax benefits were as follows:
| As of and for the Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (in millions, except shares, per share and contractual life amounts) | 2025 | 2024 | 2023 | ||||
| Stock-based compensation expense | $ | 829 | $ | 649 | $ | 667 | |
| Income tax benefit related to stock-based compensation | $ | 146 | $ | 129 | $ | 130 | |
| Weighted-average fair value per stock award granted | $ | 254.93 | $ | 162.99 | $ | 143.09 | |
| Unrecognized compensation expense | $ | 932 | $ | 645 | $ | 637 | |
| Weighted-average period to be recognized (years) | 1.9 | 1.8 | 1.8 | ||||
| Fair value of stock awards vested | $ | 1,333 | $ | 820 | $ | 889 |
Stock Awards
The following activity occurred under the Incentive Plans during the year ended December 31, 2025:
Time-Based Restricted Stock Units
| (in millions, except shares, per share and contractual life amounts) | Number of Units or Awards | Weighted-Average Grant Date Fair Value | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||
|---|---|---|---|---|---|---|
| Nonvested, December 31, 2024 | 6,637,235 | $ | 151.55 | 0.8 | $ | 1,465 |
| Granted | 4,164,914 | 259.31 | ||||
| Assumed through acquisition | 339,324 | 233.41 | ||||
| Vested | (4,535,878) | 166.10 | ||||
| Forfeited | (554,457) | 217.70 | ||||
| Nonvested, December 31, 2025 | 6,051,138 | 215.34 | 0.8 | 1,226 |
Performance-Based Restricted Stock Units
| (in millions, except shares, per share and contractual life amounts) | Number of Units or Awards | Weighted-Average Grant Date Fair Value | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||
|---|---|---|---|---|---|---|
| Nonvested, December 31, 2024 | 559,364 | $ | 159.79 | 0.9 | $ | 123 |
| Granted | 400,650 | 269.28 | ||||
| Performance award achievement adjustments (1) | 241,488 | 155.67 | ||||
| Vested | (614,347) | 164.83 | ||||
| Forfeited | (69,035) | 256.21 | ||||
| Nonvested, December 31, 2025 | 518,120 | 223.71 | 1.6 | 105 |
(1)Represents PRSUs granted prior to 2025 for which the performance achievement period was completed in 2025, resulting in incremental unit awards. These PRSU awards are also included in the amount vested in 2025.
PRSUs included in the table above are shown at target. Share payout can range from 0% to 200% based on different performance outcomes. Weighted-average grant date fair value of RSU and PRSU awards assumed through acquisition is based on the fair value on the date assumed.
Payment of the underlying shares in connection with the vesting of RSU and PRSU awards generally triggers a tax obligation for the employee, which is required to be remitted to the relevant tax authorities. With respect to RSUs and PRSUs settled in shares, we have agreed to withhold shares of common stock otherwise issuable under the RSU and PRSU awards to cover certain of these tax obligations, with the net shares issued to the employee accounted for as outstanding common stock. We withheld 1,677,377, 1,552,111 and 2,027,800 shares of common stock to cover tax obligations associated with the payment of shares upon vesting of stock awards and remitted cash of $434 million, $269 million and $297 million to the appropriate tax authorities for the years ended December 31, 2025, 2024 and 2023, respectively.
Employee Stock Purchase Plan
Our ESPP allows eligible employees to contribute up to 15% of their eligible earnings toward the semi-annual purchase of our shares of common stock at a discounted price, subject to an annual maximum dollar amount. Employees can purchase stock at a 15% discount applied to the closing stock price on the first or last day of the six-month offering period, whichever price is
Index for Notes to theConsolidated Financial Statements
lower. The number of shares issued under our ESPP was 1,150,449, 1,519,242 and 1,771,475 for the years ended December 31, 2025, 2024 and 2023, respectively. In June 2023, the stockholders of the Company approved an amendment to our ESPP plan, increasing the share reserve to 14,000,000. As of December 31, 2025, the number of securities remaining available for future sale and issuance under the ESPP was 10,622,260.
Pension and Other Postretirement Benefits Plans
On December 20, 2024, we settled $572 million of our Sprint Retirement Pension Plan retiree obligations, resulting in a gain of $80 million, recognized within Other (expense) income, net on our Consolidated Statements of Comprehensive Income. This partial plan settlement is the result of us purchasing a nonparticipating annuity that involves the transfer of significant risk from us to the insurance company (commonly referred to as a “buy-out”). This transaction is an irrevocable action, relieves us of our responsibility for the postretirement benefit obligations that were settled, and eliminates the risks related to the obligation and the assets used to effect the settlement.
The objective for the investment portfolio of the Pension Plan is to achieve a long-term nominal rate of return, net of fees, that exceeds the Pension Plan's long-term expected rate of return on investments for funding purposes. To meet this objective, our investment strategy is governed by an asset allocation policy, whereby a targeted allocation percentage is assigned to each asset class as follows: 51% to equities; 30% to fixed income investments; and 19% to real estate, infrastructure and private assets. Actual allocations are allowed to deviate from target allocation percentages within a range for each asset class as defined in the investment policy. The long-term expected rate of return on plan assets was 8% and 7% for the years ended December 31, 2025 and 2024, respectively, while the actual rate of return on plan assets was 16% and 6% for the years ended December 31, 2025 and 2024, respectively. The long-term expected rate of return on investments for funding purposes is 8% for the year ending December 31, 2026.
The components of net benefit recognized for the Pension Plan were as follows:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | |||
| Interest on projected benefit obligations | $ | 50 | $ | 83 | $ | 86 |
| Gain on settlement and amortization of actuarial gain | (8) | (119) | (59) | |||
| Expected return on pension plan assets | (52) | (99) | (97) | |||
| Net pension benefit | $ | (10) | $ | (135) | $ | (70) |
The net benefit associated with the Pension Plan is included in Other income (expense), net on our Consolidated Statements of Comprehensive Income.
Investments of the Pension Plan are measured at fair value on a recurring basis, which is determined using quoted market prices or estimated fair values. As of December 31, 2025, 13% of the investment portfolio was valued at quoted prices in active markets for identical assets, 76% was valued using quoted prices for similar assets in active or inactive markets, or other observable inputs, and 11% was valued using unobservable inputs that are supported by little or no market activity, the majority of which used the net asset value per share (or its equivalent) as a practical expedient to measure the fair value. As of December 31, 2024, 26% of the investment portfolio was valued at quoted prices in active markets for identical assets, 62% was valued using quoted prices for similar assets in active or inactive markets, or other observable inputs, and 12% was valued using unobservable inputs that are supported by little or no market activity, the majority of which used the net asset value per share (or its equivalent) as a practical expedient to measure the fair value.
The fair values of our Pension Plan assets and certain other postretirement benefit plan assets in aggregate were $732 million and $626 million as of December 31, 2025 and 2024, respectively. Our accumulated benefit obligations in aggregate were $908 million and $895 million as of December 31, 2025 and 2024, respectively. As a result, the plans were underfunded by approximately $176 million and $269 million as of December 31, 2025 and 2024, respectively, and were recorded in Other long-term liabilities on our Consolidated Balance Sheets. In determining our pension obligation for the years ended December 31, 2025 and 2024, we used a weighted-average discount rate of 6% for both years.
During the years ended December 31, 2025, 2024 and 2023, we made contributions of $66 million, $52 million and $32 million, respectively, to the benefit plans. We expect to make contributions to the Plan of $31 million through the year ending December 31, 2026.
Index for Notes to theConsolidated Financial Statements
Future benefits expected to be paid are approximately $54 million for the 12-month period ending December 31, 2026, $114 million in total for both of the 12-month periods ending December 31, 2027 and 2028, $122 million in total for both of the 12-month periods ending December 31, 2029 and 2030, and $323 million in total thereafter.
Employee Retirement Savings Plan
We sponsor retirement savings plans for the majority of our employees under Section 401(k) of the Internal Revenue Code and similar plans. The plans allow employees to contribute a portion of their pre-tax and post-tax income in accordance with specified guidelines. The plans provide that we match a percentage of employee contributions up to certain limits. Employer matching contributions were $171 million, $159 million and $171 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Note 14 – Income Taxes
Our sources of Income before income taxes were as follows:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | |||
| U.S. income | $ | 14,018 | $ | 14,607 | $ | 10,943 |
| Foreign income | 263 | 105 | 56 | |||
| Income before income taxes | $ | 14,281 | $ | 14,712 | $ | 10,999 |
Income tax expense is summarized as follows:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | |||
| Current tax expense | ||||||
| Federal | $ | (54) | $ | (57) | $ | (42) |
| State | (295) | (179) | (28) | |||
| Foreign | (76) | (17) | (12) | |||
| Total current tax expense | (425) | (253) | (82) | |||
| Deferred tax expense | ||||||
| Federal | (2,608) | (2,743) | (2,150) | |||
| State | (216) | (348) | (417) | |||
| Foreign | (40) | (29) | (33) | |||
| Total deferred tax expense | (2,864) | (3,120) | (2,600) | |||
| Total income tax expense | $ | (3,289) | $ | (3,373) | $ | (2,682) |
Index for Notes to theConsolidated Financial Statements
The following table summarizes income tax expense and the calculation of the effective income tax rate:
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except percentages) | Income Tax Expense | Effective Tax Rate | Income Tax Expense | Effective Tax Rate | Income Tax Expense | Effective Tax Rate | ||||||
| Pre-tax income | $ | 14,281 | $ | 14,712 | $ | 10,999 | ||||||
| Income tax expense | 3,289 | 3,373 | 2,682 | |||||||||
| Effective income tax rate | 23.0 | % | 22.9 | % | 24.4 | % | ||||||
| US federal statutory income tax rate | 2,999 | 21.0 | % | 3,089 | 21.0 | % | 2,310 | 21.0 | % | |||
| Domestic federal | ||||||||||||
| Tax credits | (286) | (2.0) | % | (141) | (1.0) | % | (130) | (1.2) | % | |||
| Non-taxable or non-deductible items | (34) | (0.2) | % | 35 | 0.2 | % | (5) | — | % | |||
| Cross-border tax laws | 55 | 0.3 | % | 21 | 0.2 | % | 19 | 0.2 | % | |||
| Changes in valuation allowances | (1) | — | % | (14) | (0.1) | % | (12) | (0.1) | % | |||
| Other | 15 | 0.1 | % | (26) | (0.2) | % | (6) | — | % | |||
| Domestic state & local income tax, net of federal income tax effect | 421 | 3.0 | % | 451 | 3.1 | % | 422 | 3.8 | % | |||
| Foreign tax effects | 67 | 0.5 | % | 26 | 0.2 | % | 26 | 0.2 | % | |||
| Changes in unrecognized tax benefits | 53 | 0.3 | % | (68) | (0.5) | % | 58 | 0.5 | % | |||
| Effective income tax rate | $ | 3,289 | 23.0 | % | $ | 3,373 | 22.9 | % | $ | 2,682 | 24.4 | % |
In 2025, state and local income taxes in California, Illinois, Iowa, Texas and Wisconsin comprise the majority of the domestic state and local income taxes, net of federal income tax effect category. In 2024, state and local income taxes in California, Florida, Illinois, New Jersey and Texas comprise the majority of that same category. In 2023, state and local income taxes in California, Florida, Illinois, New Jersey, New York and New York City comprise the majority of that same category.
Significant components of deferred income tax assets and liabilities, tax effected, are as follows:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Deferred tax assets | ||||
| Loss carryforwards | $ | 2,537 | $ | 3,844 |
| Lease liabilities | 7,814 | 7,781 | ||
| Reserves and accruals | 1,160 | 958 | ||
| Other | 2,932 | 3,959 | ||
| Deferred tax assets, gross | 14,443 | 16,542 | ||
| Valuation allowance | (240) | (259) | ||
| Deferred tax assets, net | 14,203 | 16,283 | ||
| Deferred tax liabilities | ||||
| Spectrum licenses | 20,105 | 19,527 | ||
| Property and equipment | 6,399 | 5,874 | ||
| Lease right-of-use assets | 6,543 | 6,508 | ||
| Other | 739 | 1,074 | ||
| Total deferred tax liabilities | 33,786 | 32,983 | ||
| Net deferred tax liabilities | $ | 19,583 | $ | 16,700 |
| Classified on the consolidated balance sheets as: | ||||
| Deferred tax liabilities | $ | 19,583 | $ | 16,700 |
As of December 31, 2025, we have tax effected federal net operating loss (“NOL”) carryforwards of $1.8 billion, state NOL carryforwards of $1.4 billion and foreign NOL carryforwards of $8 million, expiring through 2045. Federal and certain state NOLs of $1.7 billion generated in and after 2018 do not expire. As of December 31, 2025, our tax effected federal, state and foreign NOL carryforwards for financial reporting purposes were approximately $167 million, $682 million and $8 million, respectively, less than our NOL carryforwards for federal, state and foreign income tax purposes, due to unrecognized tax benefits of the same amount. The unrecognized tax benefit amounts exclude offsetting tax effects of $180 million in other jurisdictions.
Index for Notes to theConsolidated Financial Statements
As of December 31, 2025, we have research and development, corporate alternative minimum tax, investment and other general business credit carryforwards with a combined value of $648 million for federal income tax purposes, an immaterial amount of which begins to expire in 2042.
As of December 31, 2025, 2024 and 2023, our valuation allowance was $240 million, $259 million and $306 million, respectively. The change from December 31, 2024, to December 31, 2025 primarily related to the release of valuation allowance on state NOLs due to the expiration of those attributes. The change from December 31, 2023, to December 31, 2024 primarily related to a reduction in the valuation allowance against federal and state deferred tax assets resulting from a change in expected utilization of accumulated capital losses.
We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are currently under examination by various states. Management does not believe the resolution of any of the audits will result in a material change to our financial condition, results of operations or cash flows. The IRS has concluded audits of certain of our federal tax returns, most recently the 2020 tax year; however, NOL and other carryforwards for certain prior periods remain open for examination. U.S. federal, state and foreign examination for years prior to 2006 are generally closed.
A reconciliation of the beginning and ending amount of unrecognized tax benefits were as follows:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | |||
| Unrecognized tax benefits, beginning of year | $ | 1,470 | $ | 1,477 | $ | 1,254 |
| Gross increases to tax positions in prior periods | 70 | 140 | 19 | |||
| Gross decreases to tax positions in prior periods | (147) | (201) | (39) | |||
| Gross increases to current period tax positions | 166 | 132 | 256 | |||
| Gross decreases due to settlements with taxing authorities | (62) | (11) | — | |||
| Gross decreases due to statute of limitations lapse | (18) | (67) | (13) | |||
| Unrecognized tax benefits, end of year | $ | 1,479 | $ | 1,470 | $ | 1,477 |
As of December 31, 2025, 2024 and 2023, we had $1.3 billion in unrecognized tax benefits that, if recognized, would affect our annual effective tax rate. Penalties and interest on income tax assessments are included in Selling, general and administrative and Interest expense, respectively, on our Consolidated Statements of Comprehensive Income. The accrued interest and penalties associated with unrecognized tax benefits are insignificant.
Income taxes paid, net of refunds received, were as follows:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | |||
| Federal | $ | 97 | $ | 113 | $ | 10 |
| State & local | ||||||
| Texas | 34 | 27 | 26 | |||
| Illinois | 42 | NM | 18 | |||
| California | 190 | (10) | (10) | |||
| Other | 65 | 40 | 26 | |||
| Total state & local | 331 | 57 | 60 | |||
| Foreign | ||||||
| Puerto Rico | NM | NM | 35 | |||
| Other | 23 | 9 | 3 | |||
| Total foreign | 23 | 9 | 38 | |||
| Total income taxes paid, net | $ | 451 | $ | 179 | $ | 108 |
NM - Not meaningful, the amount of income taxes paid does not meet the 5% disaggregation threshold for reporting.
Note 15 – Stockholder Return Programs
2022 Stock Repurchase Program
On September 8, 2022, our Board of Directors authorized our 2022 Stock Repurchase Program for up to $14.0 billion of our common stock through September 30, 2023. During the nine months ended September 30, 2023, we repurchased 77,460,937 shares of our common stock at an average price per share of $141.57 for a total purchase price of $11.0 billion under the 2022
Index for Notes to theConsolidated Financial Statements
Stock Repurchase Program. All shares purchased during the nine months ended September 30, 2023, were purchased at market price.
2023-2024 Stockholder Return Program
On September 6, 2023, our Board of Directors authorized our 2023-2024 Stockholder Return Program of up to $19.0 billion that ran from October 1, 2023, through December 31, 2024. The 2023-2024 Stockholder Return Program consisted of repurchases of shares of our common stock and the payment of cash dividends.
During the years ended December 31, 2024 and 2023, we paid an aggregate of $3.3 billion and $747 million, respectively, in cash dividends to our stockholders under the 2023-2024 Stockholder Return Program, which were presented within Net cash used in financing activities on our Consolidated Statements of Cash Flows, of which during the years ended December 31, 2024 and 2023, $1.7 billion and $393 million, respectively, were paid to DT.
During the years ended December 31, 2024 and 2023, we repurchased 59,376,922 shares of our common stock at an average price per share of $187.07 for a total purchase price of $11.1 billion and 15,464,107 shares of our common stock at an average price per share of $144.95 for a total purchase price of $2.2 billion, respectively, under the 2023-2024 Stockholder Return Program. All shares repurchased during the years ended December 31, 2024 and 2023, were purchased at market price.
2025 Stockholder Return Program
On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion through December 31, 2025. The 2025 Stockholder Return Program consisted of repurchases of shares of our common stock and the payment of cash dividends.
On November 21, 2024, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on March 13, 2025, to stockholders of record as of the close of business on February 28, 2025.
On February 6, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on June 12, 2025, to stockholders of record as of the close of business on May 30, 2025.
On June 5, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on September 11, 2025, to stockholders of record as of the close of business on August 29, 2025.
On September 18, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which was paid on December 11, 2025, to stockholders of record as of the close of business on November 26, 2025.
During the year ended December 31, 2025, we paid an aggregate of $4.1 billion in cash dividends to our stockholders under the 2025 Stockholder Return Program, which were presented within Net cash used in financing activities on our Consolidated Statements of Cash Flows, of which during the year ended December 31, 2025, $2.1 billion were paid to DT.
During the year ended December 31, 2025, we repurchased 42,363,226 shares of our common stock at an average price per share of $232.96 for a total purchase price of $9.9 billion, under the 2025 Stockholder Return Program. All shares repurchased during the year ended December 31, 2025, were purchased at market price.
2026 Stockholder Return Program
On December 11, 2025, we announced that our Board of Directors authorized our 2026 Stockholder Return Program of up to $14.6 billion that will run through December 31, 2026. The 2026 Stockholder Return Program is expected to consist of additional repurchases of shares of our common stock and the payment of cash dividends. The amount available under the 2026 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.
Under the 2026 Stockholder Return Program, share repurchases can be made from time to time using a variety of methods, which may include open market purchases, Rule 10b5-1 plans, accelerated share repurchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing and amount of any share repurchases, and the specific timing and amount of any dividend payments, under the 2026 Stockholder Return Program will depend on prevailing share prices, general economic and market
Index for Notes to theConsolidated Financial Statements
conditions, Company performance, and other considerations. In addition, the specific timing and amount of any dividend payments are subject to being declared on future dates by the Board in its sole discretion. The 2026 Stockholder Return Program does not obligate the Company to acquire any particular amount of common stock or to declare and pay any particular amount of dividends, and the 2026 Stockholder Return Program may be suspended or discontinued at any time at the Company’s discretion.
On December 4, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which will be paid on March 12, 2026, to stockholders of record as of the close of business on February 27, 2026. As of December 31, 2025, $1.1 billion for dividends payable is presented within Other current liabilities on our Consolidated Balance Sheets, of which $594 million is payable to DT.
During the year ended December 31, 2025, we did not repurchase any shares of our common stock under the 2026 Stockholder Return Program. As of December 31, 2025, we had up to $14.6 billion remaining under the 2026 Stockholder Return Program.
Subsequent to December 31, 2025, from January 1, 2026, through February 6, 2026, we repurchased 5,106,691 shares of our common stock at an average price per share of $192.61 for a total purchase price of $984 million. As of February 6, 2026, we had up to $13.6 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.
Note 16 – Earnings Per Share
The computation of basic and diluted earnings per share was as follows:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (in millions, except shares and per share amounts) | 2025 | 2024 | 2023 | ||||
| Net income | $ | 10,992 | $ | 11,339 | $ | 8,317 | |
| Weighted-average shares outstanding – basic (1) (2) | 1,127,984,348 | 1,169,195,373 | 1,185,121,562 | ||||
| Effect of dilutive securities: | |||||||
| Outstanding stock options, unvested stock awards and SoftBank contingent consideration (1) (2) | 3,091,903 | 4,018,525 | 15,164,702 | ||||
| Weighted-average shares outstanding – diluted | 1,131,076,251 | 1,173,213,898 | 1,200,286,264 | ||||
| Earnings per share – basic | $ | 9.75 | $ | 9.70 | $ | 7.02 | |
| Earnings per share – diluted | $ | 9.72 | $ | 9.66 | $ | 6.93 | |
| Potentially dilutive securities: | |||||||
| Outstanding stock options and unvested stock awards | 77,805 | 25,652 | 148,537 | ||||
| Ka’ena Acquisition earnout (3) | — | 750,162 | — |
(1) For year ended December 31, 2025, the weighted-average number of shares issuable related to the Ka’ena Acquisition earnout (“Ka’ena Shares”) are included in our calculations of basic and diluted weighted-average shares outstanding based on the 20 trading day volume-weighted average price as of December 31, 2025, as further described below.
(2) During 2023, the SoftBank Specified Shares (as defined below) were issued and included in our calculations of basic and diluted weighted-average shares outstanding as further described below.
(3) Represents the Ka’ena Shares that were contingently issuable based on achievement of specified performance indicators from the Ka’ena Acquisition closing date of May 1, 2024, based on the maximum number of shares contingently issuable for the earnout and 20 trading day volume-weighted average price as of December 31, 2024.
As of December 31, 2025, we had authorized 100 million shares of preferred stock, with a par value of $0.00001 per share. There was no preferred stock outstanding as of December 31, 2025 and 2024. Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive.
The Ka’ena Shares were previously contingent consideration for the Ka’ena Acquisition. On June 30, 2025, we amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of $1.35 billion and the upfront payment, as adjusted, and removed the requirement for Ka’ena to achieve specified performance indicators. The Ka’ena Shares issuable are included in the calculation of basic and diluted weighted-average shares outstanding for the year ended December 31, 2025. The Ka’ena Shares are expected to be issued after the Ka’ena Acquisition earnout payment date.
Index for Notes to theConsolidated Financial Statements
On February 20, 2020, T-Mobile, SoftBank and DT entered into a letter agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, an aggregate of 48,751,557 shares of T-Mobile common stock (the “SoftBank Specified Shares”) were contingently issuable from the Sprint Merger date of April 1, 2020. The SoftBank Specified Shares was determined to be contingent consideration for the Sprint Merger and was not dilutive until the defined volume-weighted average price per share was reached.
The issuance of the SoftBank Specified Shares was contingent on the trailing 45-trading day volume-weighted average (“VWAP”) per share of T-Mobile common stock on the NASDAQ Global Select Market being equal to or greater than $150.00 (the “Threshold Price”), at any time during the period commencing on April 1, 2022, and ending on December 31, 2025 (the “Measurement Period”). In accordance with the terms of the Letter Agreement, the Threshold Price was subject to downward adjustment by the per share amount of any cash dividends or other cash distributions declared or paid on our common stock during the Measurement Period.
As of the close of trading on December 22, 2023, the 45-trading day VWAP exceeded $149.35, the then-current Threshold Price, and the Company delivered the SoftBank Specified Shares to SoftBank in accordance with the Letter Agreement on December 28, 2023, by reissuing Company treasury shares. Upon reissuance of treasury shares, the Company recorded a reclassification from Treasury shares to Additional paid-in capital of $6.9 billion, calculated based on the cost of treasury shares reissued.
The SoftBank Specified Shares issued are included in the calculation of basic and diluted weighted-average shares outstanding from the date the contingency associated with the issuance of the SoftBank Specified Shares was resolved and the beginning of the Company’s fourth quarter of 2023, respectively.
Note 17 – Leases
Lessee
We are a lessee for non-cancelable operating and financing leases for cell sites, switch sites, retail stores, network equipment and office facilities with contractual terms that generally extend through 2040. The majority of cell site leases have a non-cancelable term of five to 15 years with several renewal options that can extend the lease term for five to 50 years. In addition, we have financing leases for network equipment that generally have a non-cancelable lease term of three to five years. The financing leases do not have renewal options and contain a bargain purchase option at the end of the lease.
The components of lease expense were as follows:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||
| Operating lease expense | $ | 4,945 | $ | 4,787 | $ | 4,987 | |
| Financing lease expense: | |||||||
| Amortization of right-of-use assets | 794 | 787 | 684 | ||||
| Interest on lease liabilities | 126 | 111 | 79 | ||||
| Total financing lease expense | 920 | 898 | 763 | ||||
| Variable lease expense | 252 | 279 | 411 | ||||
| Total lease expense | $ | 6,117 | $ | 5,964 | $ | 6,161 |
Information relating to the lease term and discount rate is as follows:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| Weighted-Average Remaining Lease Term (Years) | ||||||
| Operating leases | 8 | 8 | 9 | |||
| Financing leases | 2 | 2 | 2 | |||
| Weighted-Average Discount Rate | ||||||
| Operating leases | 4.6 | % | 4.4 | % | 4.3 | % |
| Financing leases | 5.0 | % | 5.3 | % | 4.6 | % |
Index for Notes to theConsolidated Financial Statements
Maturities of lease liabilities as of December 31, 2025, were as follows:
| (in millions) | Operating Leases | Finance Leases | ||
|---|---|---|---|---|
| Twelve Months Ending December 31, | ||||
| 2026 | $ | 5,060 | $ | 1,222 |
| 2027 | 4,782 | 772 | ||
| 2028 | 4,425 | 347 | ||
| 2029 | 4,111 | 17 | ||
| 2030 | 3,730 | 4 | ||
| Thereafter | 13,987 | 7 | ||
| Total lease payments | 36,095 | 2,369 | ||
| Less: imputed interest | (5,910) | (99) | ||
| Total | $ | 30,185 | $ | 2,270 |
Interest payments for financing leases were $126 million, $111 million and $79 million for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, we have additional operating leases for commercial properties that have not yet commenced with future lease payments of approximately $38 million.
As of December 31, 2025, we were contingently liable for future ground lease payments related to certain tower obligations. These contingent obligations are not included in the above table as the amounts owed are contractually owed by CCI based on the subleasing arrangement. See Note 10 – Tower Obligations for further information.
On the UScellular Acquisition Date, we entered into a master license agreement to lease space on at least 2,100 towers being retained by UScellular and extended our tenancy term on approximately 600 additional towers where we are already leasing space from UScellular for 15 years post-closing. In addition, through the master license agreement, we leased space on approximately 1,800 additional UScellular towers on an interim basis for up to 30 months after the UScellular Acquisition Date. As a result of entering into the master license agreement, we recorded right-of use assets and lease liabilities of $1.0 billion each on the UScellular Acquisition Date, with a corresponding increase to both deferred tax liabilities and assets of $261 million.
Note 18 – Commitments and Contingencies
Purchase Commitments
We have commitments for non-dedicated transportation lines with varying expiration terms that generally extend through 2038. In addition, we have commitments to purchase wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business, with various terms through 2045.
The following table summarizes the timing of such purchase commitments as of December 31, 2025:
| (in millions) | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Purchase commitments (1) | $ | 5,047 | $ | 6,181 | $ | 2,990 | $ | 2,836 | $ | 17,054 |
(1) These amounts are not reflective of our entire anticipated purchases under the related agreements but are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated.
On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, Fund VI, to establish a joint venture between us and Fund VI to acquire Lumos, a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III. On April 1, 2025, we completed the joint acquisition of Lumos. Pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan. The additional capital contribution is excluded from our reported purchase commitments above. See Note 3 – Joint Ventures for additional details.
Index for Notes to theConsolidated Financial Statements
Spectrum
We lease spectrum from various parties. These leases include service obligations to the lessors. Certain spectrum leases provide for minimum lease payments, additional charges, renewal options and escalation clauses. Leased spectrum agreements have varying expiration terms that generally extend through 2050. We expect that all renewal periods in our spectrum leases will be exercised by us. Certain spectrum leases also include purchase options and right-of-first refusal clauses in which we are provided the opportunity to exercise our purchase option if the lessor receives a purchase offer from a third party. The purchase of the leased spectrum is at our option and, therefore, the option price is not included in the commitments below.
The following table summarizes the timing of spectrum lease and service credit commitments, including renewal periods as of December 31, 2025:
| (in millions) | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Spectrum leases and service credits | $ | 297 | $ | 629 | $ | 645 | $ | 3,448 | $ | 5,019 |
On September 12, 2023, we entered into a License Purchase Agreement with Comcast pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval. The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the License Purchase Agreement. On January 13, 2025, we and Comcast entered into an amendment to the License Purchase Agreement pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion. The agreement remains subject to an application for FCC approval and is excluded from our reported purchase commitments above. See Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional details.
Sprint Merger Commitments
In connection with the regulatory proceedings and approvals of the Sprint Merger pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement, we have commitments and other obligations to various state and federal agencies and certain nongovernmental organizations, including pursuant to the Consent Decree agreed to by us, DT, Sprint, SoftBank and DISH and entered by the U.S. District Court for the District of Columbia, and the FCC’s memorandum opinion and order approving our applications for approval of the Sprint Merger. These commitments and obligations include, among other things, extensive 5G network build-out commitments, obligations to deliver high-speed wireless services to the vast majority of Americans, including Americans residing in rural areas, the marketing of an in-home broadband product where spectrum capacity is available and national security commitments. Many of the commitments specify time frames for compliance and reporting. Failure to fulfill our obligations and commitments in a timely manner could result in substantial fines, penalties, or other legal and administrative actions.
Contingencies and Litigation
Litigation and Regulatory Matters
We are involved in various lawsuits and disputes, claims, government agency investigations and enforcement actions, and other proceedings (“Litigation and Regulatory Matters”) that arise in the ordinary course of business, which include claims of patent infringement (most of which are asserted by non-practicing entities primarily seeking monetary damages), class actions, and proceedings to enforce FCC or other government agency rules and regulations. Those Litigation and Regulatory Matters are at various stages, and some of them may proceed to trial, arbitration, hearing, or other adjudication that could result in fines, penalties, or awards of monetary or injunctive relief in the coming 12 months if they are not otherwise resolved. We have established an accrual with respect to certain of these matters, where appropriate. The accruals are reflected on our consolidated financial statements, but they are not considered to be, individually or in the aggregate, material. An accrual is established when we believe it is both probable that a loss has been incurred and an amount can be reasonably estimated. For other matters, where we have not determined that a loss is probable or because the amount of loss cannot be reasonably estimated, we have not recorded an accrual due to various factors typical in contested proceedings, including, but not limited to, uncertainty concerning legal theories and their resolution by courts or regulators, uncertain damage theories and demands, and a less than fully developed factual record. For Litigation and Regulatory Matters that may result in a contingent gain, we recognize such gains on our consolidated financial statements when the gain is realized or realizable. We recognize legal costs expected to be incurred in connection with Litigation and Regulatory Matters as they are incurred. Except as otherwise specified below, we do not expect that the ultimate resolution of these Litigation and Regulatory Matters, individually or in the aggregate, will have a
Index for Notes to theConsolidated Financial Statements
material adverse effect on our financial position, but we note that an unfavorable outcome of some or all of the specific matters identified below, or other matters that we are or may become involved in could have a material adverse impact on results of operations or cash flows for a particular period. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future.
On February 28, 2020, T-Mobile and Sprint each received a Notice of Apparent Liability for Forfeiture and Admonishment from the FCC, which proposed a penalty for allegedly violating section 222 of the Communications Act and the FCC’s regulations governing the privacy of customer information. On April 29, 2024, the FCC issued Forfeiture Orders against T-Mobile and Sprint that largely adopted the allegations and conclusions of the Notices of Apparent Liability and imposed penalties on T-Mobile and Sprint. T-Mobile and Sprint paid those penalties under protest, and on June 27, 2024, T-Mobile and Sprint filed Petitions for Review challenging the FCC’s Forfeiture Orders in the United States Court of Appeals for the District of Columbia. On August 15, 2025, a panel of three judges denied the petitions for review. On January 23, 2026, the Court of Appeals denied T-Mobile’s petitions for rehearing and rehearing en banc. T-Mobile intends to file a petition for a writ of certiorari with the United States Supreme Court. We are unable to predict the potential outcome of those proceedings.
On April 1, 2020, in connection with the closing of the Sprint Merger, we assumed the contingencies and litigation matters of Sprint. Those matters include a wide variety of disputes, claims, government agency investigations and enforcement actions, and other proceedings.
On June 1, 2021, a putative shareholder class action and derivative lawsuit was filed in the Delaware Court of Chancery, Dinkevich v. Deutsche Telekom AG, et al., Case No. C.A. No. 2021-0479, against DT, SoftBank and certain of our current and former officers and directors, asserting breach of fiduciary duty claims relating to the repricing amendment to the Business Combination Agreement and to SoftBank’s monetization of its T-Mobile shares. We are also named as a nominal defendant in the case. We are unable to predict the potential outcome of these claims.
On August 12, 2021, we became aware of a cybersecurity issue involving unauthorized access to T-Mobile’s systems (the “August 2021 cyberattack”). Our investigation uncovered that the perpetrator had illegally gained access to certain areas of our systems on or about March 18, 2021, but only gained access to and took data of current, former, and prospective customers beginning on or about August 3, 2021.
As a result of the August 2021 cyberattack, we have become subject to numerous lawsuits, including mass arbitration claims and multiple class action lawsuits that have been filed in numerous jurisdictions seeking, among other things, unspecified monetary damages, costs and attorneys’ fees arising out of the August 2021 cyberattack. In December 2021, the Judicial Panel on Multidistrict Litigation consolidated the federal class action lawsuits in the U.S. District Court for the Western District of Missouri under the caption In re: T-Mobile Customer Data Security Breach Litigation, Case No. 21-md-3019-BCW. On July 22, 2022, we entered into an agreement to settle the lawsuit. On June 29, 2023, the Court issued an order granting final approval of the settlement. All appeals have been resolved, and the settlement is now final. Under the terms of the settlement, we have paid an aggregate of $350 million to fund claims submitted by class members, the legal fees of plaintiffs’ counsel and the costs of administering the settlement. As required under the terms of the settlement, we have spent an aggregate of $150 million for data security and related technology in 2022 and 2023. The settlement provides a full release of all claims arising out of the August 2021 cyberattack by class members who did not opt out, against all defendants, including us, our subsidiaries and affiliates, and our directors and officers. The settlement contains no admission of liability, wrongdoing or responsibility by any of the defendants.
We anticipate that this settlement of the class action, along with other settlements of separate consumer claims that have been previously completed or are currently pending, will resolve substantially all of the claims brought to date by our current, former and prospective customers who were impacted by the 2021 cyberattack. In connection with the class action settlement and the separate settlements, we recorded a total pre-tax charge of approximately $400 million in the second quarter of 2022. During the years ended December 31, 2024 and 2023, we recognized $105 million and $50 million, respectively, in reimbursements from insurance carriers for costs incurred related to the August 2021 cyberattack, which is included as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income. There were no reimbursements recognized during the year ended December 31, 2025.
We have also received inquiries and contested legal proceedings from various government agencies, law enforcement and other governmental authorities related to the August 2021 cyberattack, which could result in substantial fines or penalties. We reached an agreement with the FCC, which was announced on September 30, 2024, to resolve one of those inquiries. We will continue to cooperate fully with the other agencies and regulators inquiring about the matter with an aim to resolve all of these matters. While we hope to resolve them in the near term, we cannot predict the timing or outcome of any of these matters or whether we may be subject to further regulatory inquiries, investigations, or enforcement actions.
Index for Notes to theConsolidated Financial Statements
In light of the inherent uncertainties involved in such matters, and based on the information currently available to us, in addition to the previously recorded pre-tax charge of approximately $400 million noted above, we believe it is reasonably possible that we could incur additional losses associated with these proceedings and inquiries, and we will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Ongoing legal and other costs related to these proceedings and inquiries, as well as any potential future actions, may be substantial, and losses associated with any adverse judgments, settlements, penalties or other resolutions of such proceedings and inquiries could be material to our business, reputation, financial condition, cash flows and operating results.
On June 17, 2022, plaintiffs filed a putative antitrust class action complaint in the Northern District of Illinois, Dale, et al. v. Deutsche Telekom AG, et al., Case No. 1:22-cv-03189, against DT, T-Mobile, and SoftBank, alleging that the Sprint Merger violated the antitrust laws and harmed competition in the U.S. retail cell service market. Plaintiffs seek injunctive relief and trebled monetary damages on behalf of a purported class of AT&T and Verizon customers whom plaintiffs allege paid artificially inflated prices due to the Sprint Merger. We are vigorously defending this lawsuit, but we are unable to predict the potential outcome.
On January 5, 2023, we identified that a bad actor was obtaining data through a single Application Programming Interface (“API”) without authorization. Based on our investigation, the impacted API is only able to provide a limited set of customer account data, including name, billing address, email, phone number, date of birth, T-Mobile account number and information, such as the number of lines on the account and plan features. The result from our investigation indicates that the bad actor(s) obtained data from this API for approximately 37 million current postpaid and prepaid customer accounts, though many of these accounts did not include the full data set. We believe that the bad actor first retrieved data through the impacted API starting on or around November 25, 2022. We have notified individuals whose information was impacted consistent with state and federal requirements.
In connection with the January 2023 cyberattack, we became subject to consumer class actions and regulatory inquiries, to which we will continue to respond in due course and may incur significant expenses. However, we cannot predict the timing or outcome of any of these potential matters or whether we may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions.
On February 25, 2025, a purported Company shareholder filed a putative class action and derivative lawsuit in the Delaware Court of Chancery under the caption Palkon v. Deutsche Telekom AG, et al., Case No. 2025-0211-PAF, against four DT entities, our current directors, and certain of our former directors, asserting breach of fiduciary duty and unjust enrichment claims relating to our 2022 Stock Repurchase Program and our 2023-2024 Stockholder Return Program. We are also named as a nominal defendant in the lawsuit. We are unable to predict the potential outcome of these claims.
Note 19 – Restructuring Costs
UScellular Acquisition Restructuring Initiatives
Upon completing the UScellular Acquisition on August 1, 2025, we began implementing restructuring initiatives to realize cost efficiencies and eliminate redundancies. The major activities associated with the UScellular Acquisition restructuring initiatives will include contract termination costs associated with the rationalization of retail stores, distribution channels, duplicative network and backhaul services and other agreements, severance costs associated with the integration of redundant processes and functions and the decommissioning of certain cell sites and distributed antenna systems to achieve synergies in network costs.
The following table summarizes the expenses incurred in connection with our UScellular Acquisition restructuring initiatives for the year ended December 31, 2025:
| (in millions) | Expenses Incurred | |
|---|---|---|
| Contract termination costs | $ | 32 |
| Severance costs | 63 | |
| Network decommissioning | 16 | |
| Total restructuring plan expenses | $ | 111 |
The expenses associated with our UScellular Acquisition restructuring initiatives are included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
Index for Notes to theConsolidated Financial Statements
The changes in the liabilities associated with our UScellular Acquisition restructuring initiatives, including expenses incurred and cash payments, are as follows:
| (in millions) | August 1,<br>2025 | Expenses Incurred | Cash Payments | Adjustments for Non-Cash Items (1) | December 31,<br>2025 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Contract termination costs | $ | — | $ | 32 | $ | (1) | $ | — | $ | 31 |
| Severance costs | — | 63 | (4) | — | 59 | |||||
| Network decommissioning | — | 16 | (7) | (8) | 1 | |||||
| Total | $ | — | $ | 111 | $ | (12) | $ | (8) | $ | 91 |
(1) Non-cash items primarily consist of the write-off of assets within Network decommissioning.
The liabilities accrued in connection with our UScellular Acquisition restructuring initiatives are presented in Accounts payable and accrued liabilities on our Consolidated Balance Sheets.
Our UScellular Acquisition restructuring activities are expected to occur over the next two years with substantially all costs incurred by the end of fiscal year 2027. We are evaluating additional restructuring initiatives associated with the UScellular Acquisition, which are dependent on consultations and negotiations with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments.
Network Restructuring Initiative
Recent technological advancements have enhanced our Customer-Driven Coverage insights, enabling us to identify, assess and shut down low customer value sites. In the fourth quarter of 2025, we began implementing restructuring initiatives to identify and realize these cost savings on our network, excluding activities associated with the UScellular Acquisition (the “Network Restructuring Initiative”). The major activities associated with the Network Restructuring Initiative include the rationalization of network and backhaul services and the decommissioning of cell sites and distributed antenna systems to reduce our overall network cost.
The following table summarizes the expenses incurred in connection with our Network Restructuring Initiative for the year ended December 31, 2025:
| (in millions) | Expenses Incurred | |
|---|---|---|
| Contract termination costs | $ | 5 |
| Network decommissioning | 64 | |
| Total restructuring plan expenses | $ | 69 |
The expenses associated with our Network Restructuring Initiative are included in Cost of services on our Consolidated Statements of Comprehensive Income.
Our Network Restructuring Initiative also includes the termination of certain of our operating leases for cell sites and switch sites. Incremental expenses associated with terminated leases and leases for which we have recognized accelerated lease expense were $24 million for the year ended December 31, 2025, and are included in Cost of services on our Consolidated Statements of Comprehensive Income.
Additionally, we recognized $97 million of accelerated depreciation for the year ended December 31, 2025, related to assets associated with the decommissioning of cell sites, which is included in Depreciation and amortization on our Consolidated Statements of Comprehensive Income.
The changes in the liabilities associated with our Network Restructuring Initiative, including expenses incurred and cash payments, are as follows:
| (in millions) | December 31,<br>2024 | Expenses Incurred | Cash Payments | Adjustments for Non-Cash Items (1) | December 31,<br>2025 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Contract termination costs | $ | — | $ | 5 | $ | (5) | $ | — | $ | — |
| Network decommissioning | — | 64 | (5) | (58) | 1 | |||||
| Total | $ | — | $ | 69 | $ | (10) | $ | (58) | $ | 1 |
(1) Non-cash items primarily consist of the write-off of assets within Network decommissioning
The liabilities accrued in connection with our Network Restructuring Initiative are presented in Accounts payable and accrued liabilities on our Consolidated Balance Sheets.
Index for Notes to theConsolidated Financial Statements
Our Network Restructuring Initiative is expected to occur over the next two years with a majority of costs incurred by the end of fiscal year 2026. We are evaluating additional restructuring activities associated with the Network Restructuring Initiative, which are dependent on consultations and negotiations with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments.
2025 Workforce Transformation
In the fourth quarter of 2025, we began implementing a restructuring initiative to streamline operations by centralizing leaders and teams, reducing organizational layers and eliminating duplicative roles (the “2025 Workforce Transformation”).
We recorded a pre-tax charge of $390 million during the year ended December 31, 2025, related to the 2025 Workforce Transformation, which is included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
The changes in the liabilities associated with our 2025 Workforce Transformation initiative, including expenses incurred and cash payments, are as follows:
| (in millions) | December 31,<br>2024 | Expenses Incurred | Cash Payments | December 31,<br>2025 | ||||
|---|---|---|---|---|---|---|---|---|
| Severance costs | $ | — | $ | 390 | $ | (16) | $ | 374 |
The liabilities accrued in connection with our 2025 Workforce Transformation initiative are presented in Accounts payable and accrued liabilities on our Consolidated Balance Sheets.
We have incurred a majority of the costs associated with our 2025 Workforce Transformation initiative, with the remaining costs expected to be substantially incurred by the end of the first quarter of 2026. We expect substantially all associated employee separations and related cash outflows to occur in 2026.
Sprint Merger Restructuring Initiatives
Upon closing the Sprint Merger in April 2020, we began implementing restructuring initiatives to realize cost efficiencies and reduce redundancies. The major activities associated with the Sprint Merger restructuring initiatives included contract termination costs associated with the rationalization of retail stores, distribution channels, duplicative network and backhaul services and other agreements, severance costs associated with the integration of redundant processes and functions and the decommissioning of certain small cell sites and distributed antenna systems to achieve Sprint Merger synergies in network costs.
As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with the Sprint Merger and, accordingly, no longer separately disclose Sprint Merger-related costs. The cash payments for the Sprint Merger-related costs incurred extend beyond 2025.
The following table summarizes the expenses incurred in connection with our Sprint Merger restructuring initiatives:
| (in millions) | Year Ended<br>December 31, 2023 | Year Ended<br>December 31, 2024 | Incurred to Date | |||
|---|---|---|---|---|---|---|
| Contract termination costs | $ | 45 | $ | 4 | $ | 472 |
| Severance costs | 3 | — | 574 | |||
| Network decommissioning | 289 | 91 | 1,857 | |||
| Total restructuring plan expenses | $ | 337 | $ | 95 | $ | 2,903 |
The expenses associated with our Sprint Merger restructuring initiatives are included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
Our Sprint Merger restructuring initiatives also included the acceleration or termination of certain of our operating and financing leases for cell sites, switch sites, retail stores, network equipment and office facilities. Incremental expenses associated with terminated leases and leases for which we have recognized accelerated lease expense were $91 million and $390 million for the years ended December 31, 2024 and 2023, respectively, and are included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
Index for Notes to theConsolidated Financial Statements
2023 Workforce Reduction
In August 2023, we implemented an initiative to reduce the size of our workforce by approximately 5,000 positions, just under 7% of our total employee base, primarily in corporate and back-office functions, and some technology roles (the “2023 Workforce Reduction”).
The following table summarizes the expenses incurred in connection with the 2023 Workforce Reduction initiatives:
| (in millions) | Year Ended<br>December 31, 2023 | Year Ended<br>December 31, 2024 | Year Ended <br>December 31, 2025 | Incurred to Date | ||||
|---|---|---|---|---|---|---|---|---|
| Severance costs (recoveries) | $ | 462 | $ | (5) | $ | (3) | $ | 454 |
The expenses associated with the 2023 Workforce Reduction initiatives are included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.
Note 20 – Additional Financial Information
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities are summarized as follows:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Accounts payable | $ | 5,219 | $ | 4,242 |
| Payroll and related benefits | 1,709 | 1,072 | ||
| Property and other taxes, including payroll | 1,601 | 1,524 | ||
| Accrued interest | 1,025 | 905 | ||
| Other accrued liabilities | 726 | 720 | ||
| Accounts payable and accrued liabilities | $ | 10,280 | $ | 8,463 |
Book overdrafts included in Accounts payable were $823 million and $460 million as of December 31, 2025 and 2024, respectively.
Related Person Transactions
We have related person transactions associated with DT, SoftBank (through August 6, 2025, the date SoftBank ceased to be a related person) or their respective affiliates in the ordinary course of business, including intercompany servicing and licensing.
The following table summarizes the impact of significant transactions with DT or its affiliates included in Operating expenses in the Consolidated Statements of Comprehensive Income:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||
| Fees incurred for use of the T-Mobile brand | $ | 80 | $ | 80 | $ | 80 | |
| International long distance agreement | 14 | 19 | 20 |
We have an agreement with DT for the reimbursement of certain administrative expenses, which was $5 million for the year ended December 31, 2025, and $4 million for each of the years ended December 31, 2024 and 2023.
During the years ended December 31, 2025 and 2024, we paid an aggregate of $4.1 billion and $3.3 billion in cash dividends to our stockholders, of which $2.1 billion and $1.7 billion was paid to DT, respectively. See Note 15 - Stockholder Return Programs for further information.
Index for Notes to theConsolidated Financial Statements
Supplemental Consolidated Statements of Cash Flows Information
The following table summarizes T-Mobile’s supplemental cash flow information:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||
| Interest payments, net of amounts capitalized | $ | 3,882 | $ | 3,683 | $ | 3,546 | |
| Operating lease payments | 4,764 | 5,162 | 5,062 | ||||
| Income tax payments, net of refunds received | 451 | 179 | 108 | ||||
| Non-cash investing and financing activities | |||||||
| Non-cash beneficial interest obtained in exchange for securitized receivables | $ | — | $ | 2,421 | $ | 3,990 | |
| Change in accounts payable and accrued liabilities for purchases of property and equipment | (227) | 105 | (860) | ||||
| Operating lease right-of-use assets obtained in exchange for lease obligations | 2,728 | 1,741 | 2,141 | ||||
| Financing lease right-of-use assets obtained in exchange for lease obligations | 1,232 | 1,222 | 1,224 | ||||
| Deferred consideration related to the Ka’ena Acquisition | — | 218 | — | ||||
| Debt assumed in the UScellular Acquisition | 1,653 | — | — |
Cash and Cash Equivalents, Including Restricted Cash
Cash and cash equivalents, including restricted cash, presented on our Consolidated Statements of Cash Flows were included on our Consolidated Balance Sheets as follows:
| (in millions) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 5,598 | $ | 5,409 |
| Restricted cash (included in Other current assets) | 296 | 231 | ||
| Restricted cash (included in Other assets) | 82 | 73 | ||
| Cash and cash equivalents, including restricted cash | $ | 5,976 | $ | 5,713 |
Note 21 – Subsequent Events
On January 5, 2026, we entered into a Second Amended and Restated Credit Agreement. See Note 9–Debt for additional information.
On January 12, 2026, we issued $1.2 billion of 5.000% Senior Notes due 2036 and $850 million of 5.850% Senior Notes due 2056.
On January 22, 2026, we delivered notices of redemption on $3.0 billion aggregate principal amount of our 4.750% Senior Notes due 2028 and 4.750% Senior Notes to affiliates due 2028. We redeemed the notes at par on February 1, 2026.
On February 5, 2026, we entered into a master receivables financing agreement and borrowed $1.0 billion, maturing on February 5, 2027. See Note 9 – Debt for additional information.
From January 1, 2026, through February 6, 2026, we repurchased 5,106,691 shares of our common stock at an average price per share of $192.61 for a total purchase price of $984 million. See Note 15- Stockholder Return Programs for additional information.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Table of Contents
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.
The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits 31.1 and 31.2, respectively, to this Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In the second quarter of 2025, we began the implementation of a new global enterprise resource planning (“ERP”) system. The implementation is expected to occur in phases over the next several years and will replace many of our operating and financial systems. The ERP system is designed to accurately maintain our financial records, support integrated billing, supply chain and other operational functionality, facilitate data analysis and accelerate information reporting to our management team related to the operation of the business.
As the phased implementation of the new ERP system continues, we could have changes to our processes and procedures which, in turn, could result in changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions, providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles, providing reasonable assurance that receipts and expenditures are made in accordance with management authorization, and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report herein.
Item 9B. Other Information
On December 2, 2025, Claure Mobile LLC, an entity affiliated with Marcelo Claure, a director of the Company, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell, subject to certain conditions, up to 1,250,000 shares of the Company’s common stock. The duration of this trading plan is 376 days.
On December 4, 2025, Michael J. Katz, the Company’s Chief Business and Product Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell, subject to certain conditions, up to 15,000 shares of the Company’s common stock. The duration of this trading plan is 393 days.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Table of Contents
PART III.
Item 10. Directors, Executive Officers and Corporate Governance
We maintain a code of ethics applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer, and Controller, which is a “Code of Ethics for Senior Financial Officers” as defined by applicable rules of the SEC. This code is publicly available on our website at investor.t-mobile.com. If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at investor.t-mobile.com or in a Current Report on Form 8-K filed with the SEC.
We have adopted a Policy on Securities Trading that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards. A copy of our Policy on Securities Trading is included as Exhibit 19.1 to this report.
The remaining information required by this item, including information about our Directors, Executive Officers and Audit Committee will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or will be included in an amendment to this Report.
Item 11. Executive Compensation
The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or will be included in an amendment to this Report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or will be included in an amendment to this Report.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or will be included in an amendment to this Report.
Item 14. Principal Accountant Fees and Services
The information required by this item will be incorporated by reference from our definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A or will be included in an amendment to this Report.
PART IV.
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as a part of this Form 10-K
- Financial Statements
The following financial statements are included in Part II, Item 8 of this Form 10-K:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income
Consolidated Statements of Cash Flows
Consolidated Statement of Stockholders’ Equity
Notes to the Consolidated Financial Statements
Table of Contents
- Financial Statement Schedules
All other schedules have been omitted because they are not required, not applicable or the required information is otherwise included.
- Exhibits
See the Index to Exhibits immediately following “Item 16. Form 10-K Summary” of this Form 10-K.
Item 16. Form 10–K Summary
None.
Table of Contents
INDEX TO EXHIBITS
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
| Incorporated by Reference | ||||||||
|---|---|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Date of Filing | Exhibit Number | Included Herewith | |||
| 32.1*** | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||
| 32.2*** | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||
| 97.1 | T-Mobile US, Inc. Amended and Restated Executive Incentive Compensation Recoupment Policy. | 10-K | 2/2/2024 | 97.1 | ||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | X | ||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | X | ||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | * | Certain confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. | |||||
| --- | --- | |||||||
| ** | Indicates a management contract or compensatory plan or arrangement. | |||||||
| *** | Furnished herewith. | |||||||
| Certain instruments defining the rights of holders of long-term debt securities of the registrant and its consolidated subsidiaries are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments. |
Table of Contents
| SIGNATURES |
|---|
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| T-MOBILE US, INC. | |
|---|---|
| February 11, 2026 | /s/ Srinivasan Gopalan |
| Srinivasan Gopalan<br>Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Srinivasan Gopalan and Peter Osvaldik, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this Report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 11, 2026.
| Signature | Title | |||
|---|---|---|---|---|
| /s/ Srinivasan Gopalan | Chief Executive Officer and | |||
| Srinivasan Gopalan | Director (Principal Executive Officer) | /s/ Peter Osvaldik | Chief Financial Officer | |
| --- | --- | |||
| Peter Osvaldik | (Principal Financial Officer) | /s/ Daniel J. Drobac | Vice President and Chief Accounting Officer | |
| --- | --- | |||
| Daniel J. Drobac | (Principal Accounting Officer) | /s/ Timotheus Höttges | Chairman of the Board | |
| --- | --- | |||
| Timotheus Höttges | /s/ G. Michael Sievert | Vice Chairman and Vice Chairman of the Board | ||
| --- | --- | |||
| G. Michael Sievert | /s/ Marcelo Claure | Director | ||
| --- | --- | |||
| Marcelo Claure | /s/ Srikant M. Datar | Director | ||
| --- | --- | |||
| Srikant M. Datar | /s/ Thomas Dannenfeldt | Director | ||
| --- | --- | |||
| Thomas Dannenfeldt |
Table of Contents
| /s/ Christian P. Illek | Director | |||
|---|---|---|---|---|
| Christian P. Illek | /s/ James J. Kavanaugh | Director | ||
| --- | --- | |||
| James J. Kavanaugh | /s/ Raphael Kübler | Director | ||
| --- | --- | |||
| Raphael Kübler | /s/ Thorsten Langheim | Director | ||
| --- | --- | |||
| Thorsten Langheim | /s/ Dominique Leroy | Director | ||
| --- | --- | |||
| Dominique Leroy | /s/ Letitia A. Long | Director | ||
| --- | --- | |||
| Letitia A. Long | /s/ Abdurazak Mudesir | Director | ||
| --- | --- | |||
| Abdurazak Mudesir | /s/ Teresa A. Taylor | Director | ||
| --- | --- | |||
| Teresa A. Taylor |
138
Document
EXHIBIT 4.21
Execution Version
FIFTY-THIRD SUPPLEMENTAL INDENTURE
FIFTY-THIRD SUPPLEMENTAL INDENTURE (this “Fifty-Third Supplemental Indenture”), dated as of December 31, 2025, among T-Mobile USA, Inc. (the “Company”), TMPR License LLC (the “New Guarantor”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of April 28, 2013 (the “Base Indenture”) as amended and supplemented with respect to the Company’s (a) 4.750% Senior Notes due 2028 pursuant to the Thirty-Third Supplemental Indenture dated as of January 25, 2018, (b) 4.750% Senior Notes due 2028-1 pursuant to the Thirty-Sixth Supplemental Indenture dated as of April 30, 2018, (c) 2.250% Senior Notes due 2026 pursuant to the Forty-Third Supplemental Indenture dated as of January 14, 2021, (d) 2.625% Senior Notes due 2029 pursuant to the Forty-Fourth Supplemental Indenture dated as of January 14, 2021, (e) 2.875% Senior Notes due 2031 pursuant to the Forty-Fifth Supplemental Indenture dated as of January 14, 2021, (f) 2.625% Senior Notes due 2026 pursuant to the Forty-Sixth Supplemental Indenture dated as of March 23, 2021, (g) 3.375% Senior Notes due 2029 pursuant to the Forty-Seventh Supplemental Indenture dated as of March 23, 2021 and (h) 3.500% Senior Notes due 2031 pursuant to the Forty-Eighth Supplemental Indenture dated as of March 23, 2021, and as amended and supplemented by the Eleventh Supplemental Indenture dated as of May 1, 2013, the Sixteenth Supplemental Indenture dated as of August 11, 2014, the Nineteenth Supplemental Indenture dated as of September 28, 2015, the Thirty-Seventh Supplemental Indenture dated as of May 20, 2018, the Thirty-Eighth Supplemental Indenture dated as of December 20, 2018, the Fortieth Supplemental Indenture, dated as of September 27, 2019, the Forty-First Supplemental Indenture, dated as of April 1, 2020, the Forty-Ninth Supplemental Indenture dated as of March 30, 2021, the Fiftieth Supplemental Indenture, dated as of May 21, 2024, the Fifty-First Supplemental Indenture, dated as of March 10, 2025 and the Fifty-Second Supplemental Indenture, dated as of August 11, 2025 (the Base Indenture as so amended and supplemented, the “Indenture”);
WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall become a Guarantor of the applicable Notes on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company, the Existing Guarantors and the New Guarantor are authorized to execute and deliver this Fifty-Third Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantor, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the applicable Notes as follows:
1. Defined Terms. As used in this Fifty-Third Supplemental Indenture, capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Fifty-Third Supplemental Indenture refer to this Fifty-Third Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantor hereby agrees to unconditionally guarantee, and the Existing Guarantors hereby affirm their joint and several unconditional guarantee of, the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to ARTICLE X thereof.
3. Notices. All notices or other communications to the Company and the New Guarantor shall be given as provided in Section 12.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly contemplated hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
5. Governing Law. THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantor and the Company.
7. Counterpart Originals. This Fifty-Third Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. The exchange of copies of this Fifty-Third Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Fifty-Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fifty-Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF transmission shall be deemed to be their original signatures for all purposes. The parties may sign any number of copies of this Fifty-Third Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.
8. Headings, etc. The headings of the Articles and Sections of this Fifty-Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fifty-Third Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Fifty-Third Supplemental Indenture to be duly executed, all as of the date first above written.
T-MOBILE US, INC.
T-MOBILE USA, INC.
TMPR LICENSE LLC
and on behalf of the other Guarantors listed in Annex I
By: /s/ Johannes Thorsteinsson Name: Johannes Thorsteinsson
Title: As set forth in Annex I below
[Fifty-Third Supplemental Indenture]
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By: /s/ Carol Ng Name: Carol Ng Title: Vice President
By: /s/ Sebastian Hidalgo Name: Sebastian Hidalgo Title: Assistant Vice President
[Fifty-Third Supplemental Indenture]
ANNEX I
I-1
| Name of Issuer or Guarantor | Signatory Title |
|---|---|
| APC REALTY AND EQUIPMENT COMPANY, LLC<br><br>ASSURANCE WIRELESS USA, L.P.<br><br>ATI SUB, LLC<br><br>BLIS USA, INC.<br><br>BREEZE ACQUISITION SUB LLC<br><br>CLEARWIRE COMMUNICATIONS LLC<br><br>CLEARWIRE LEGACY LLC<br><br>CLEARWIRE SPECTRUM HOLDINGS II LLC<br><br>CLEARWIRE SPECTRUM HOLDINGS III LLC<br><br>CLEARWIRE SPECTRUM HOLDINGS LLC<br><br>FIXED WIRELESS HOLDINGS, LLC<br><br>LAB465, LLC<br><br>METROPCS CALIFORNIA, LLC<br><br>METROPCS FLORIDA, LLC<br><br>METROPCS GEORGIA, LLC<br><br>METROPCS MASSACHUSETTS, LLC<br><br>METROPCS MICHIGAN, LLC<br><br>METROPCS NEVADA, LLC<br><br>METROPCS NEW YORK, LLC<br><br>METROPCS PENNSYLVANIA, LLC<br><br>METROPCS TEXAS, LLC<br><br>MINT MOBILE, LLC<br><br>NEXTEL SYSTEMS, LLC<br><br>NEXTEL WEST CORP.<br><br>NSAC, LLC<br><br>PLAY OCTOPUS LLC<br><br>PUSHSPRING, LLC<br><br>SPRINT CAPITAL CORPORATION<br><br>SPRINT COMMUNICATIONS LLC<br><br>SPRINT LLC<br><br>SPRINT SOLUTIONS LLC<br><br>SPRINT SPECTRUM REALTY COMPANY, LLC<br><br>T-MOBILE CENTRAL LLC<br><br>T-MOBILE INNOVATIONS LLC<br><br>T-MOBILE LICENSE LLC<br><br>T-MOBILE MW LLC<br><br>T-MOBILE NORTHEAST LLC<br><br>T-MOBILE PUERTO RICO HOLDINGS LLC<br><br>T-MOBILE PUERTO RICO LLC<br><br>T-MOBILE RESOURCES LLC<br><br>T-MOBILE SOUTH LLC<br><br>T-MOBILE US, INC.<br><br>T-MOBILE USA, INC.<br><br>T-MOBILE WEST LLC<br><br>TDI ACQUISITION SUB, LLC<br><br>TMPR LICENSE LLC<br><br>TMUS INTERNATIONAL CORP.<br><br>USCC SERVICES, LLC | Senior Vice President, Treasury & Treasurer |
I-2
| Name of Issuer or Guarantor | Signatory Title |
|---|---|
| UVNV, LLC<br><br>VISTAR MEDIA GLOBAL PARTNERS, LLC<br><br>VISTAR MEDIA, INC.<br><br>VMU GP, LLC<br><br>WBSY LICENSING, LLC | Senior Vice President, Treasury & Treasurer |
| SPRINTCOM LLC<br><br>SPRINT SPECTRUM LLC<br><br>T-MOBILE FINANCIAL LLC<br><br>T-MOBILE LEASING LLC | Assistant Treasurer |
I-3
Document
EXHIBIT 4.47
Execution Version
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE (this “Twenty-Seventh Supplemental Indenture”), dated as of December 31, 2025, among T-Mobile USA, Inc. (the “Issuer”), TMPR License LLC (the “New Guarantor”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) under the Indenture referred to below.
WITNESSETH:
WHEREAS, the Issuer is party to the Indenture, dated as of April 9, 2020 (the “Base Indenture”) among the Issuer, T-Mobile US, Inc., a Delaware corporation, as a guarantor, and the Trustee, as amended and supplemented with respect to the Issuer’s (a) 3.750% Senior Secured Notes due 2027 by the Second Supplemental Indenture dated as of April 9, 2020, (b) 3.875% Senior Secured Notes due 2030 by the Third Supplemental Indenture dated as of April 9, 2020, (c) 4.375% Senior Secured Notes due 2040 by the Fourth Supplemental Indenture dated as of April 9, 2020, (d) 4.500% Senior Secured Notes due 2050 by the Fifth Supplemental Indenture dated as of April 9, 2020, (e) 1.500% Senior Secured Notes due 2026 by the Seventh Supplemental Indenture dated as of June 24, 2020, (f) 2.050% Senior Secured Notes due 2028 by the Eighth Supplemental Indenture dated as of June 24, 2020 and the Tenth Supplemental Indenture dated as of October 6, 2020, (g) 2.550% Senior Secured Notes due 2031 by the Ninth Supplemental Indenture dated as of June 24, 2020 and the Eleventh Supplemental Indenture dated as of October 6, 2020, (h) 3.000% Senior Secured Notes due 2041 by the Twelfth Supplemental Indenture dated as of October 6, 2020 and the Fifteenth Supplemental Indenture dated as of October 28, 2020, (i) 3.300% Senior Secured Notes due 2051 by the Thirteenth Supplemental Indenture dated as of October 6, 2020 and the Sixteenth Supplemental Indenture dated as of October 28, 2020, (j) 2.250% Senior Secured Notes due 2031 by the Fourteenth Supplemental Indenture dated as of October 28, 2020, (k) 3.600% Senior Secured Notes due 2060 by the Seventeenth Supplemental Indenture dated as of October 28, 2020 and the Twentieth Supplemental Indenture dated as of August 13, 2021, (l) 3.400% Senior Secured Notes due 2052 by the Nineteenth Supplemental Indenture dated as of August 13, 2021 and the Twenty-Third Supplemental Indenture dated as of December 6, 2021, (m) 2.400% Senior Notes due 2029 by the Twenty-First Supplemental Indenture dated as of December 6, 2021 and (n) 2.700% Senior Secured Notes due 2032 by the Twenty-Second Supplemental Indenture, dated as of December 6, 2021, and as amended and supplemented by the Eighteenth Supplemental Indenture dated as of March 30, 2021, the Twenty-Fourth Supplemental Indenture dated as of May 21, 2024, the Twenty-Fifth Supplemental Indenture dated as of March 10, 2025 and the Twenty-Sixth Supplemental Indenture dated as of August 11, 2025 (the Base Indenture as so amended and supplemented, the “Indenture”);
WHEREAS, Section 4.09 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall become a Guarantor of the applicable Notes on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer, the Existing Guarantors and the New Guarantor are authorized to execute and deliver this Twenty-Seventh Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Guarantor, the Existing
Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the applicable Notes as follows:
1. Defined Terms. As used in this Twenty-Seventh Supplemental Indenture, capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Twenty-Seventh Supplemental Indenture refer to this Twenty-Seventh Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantor hereby agrees to unconditionally guarantee, and the Existing Guarantors hereby affirm their joint and several unconditional guarantee of, the Issuer’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to ARTICLE X thereof.
3. Notices. All notices or other communications to the Issuer and the New Guarantor shall be given as provided in Section 12.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly contemplated hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
5. Governing Law. THIS TWENTY-SEVENTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Twenty-Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantor and the Issuer.
7. Counterpart Originals. This Twenty-Seventh Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. The exchange of copies of this Twenty-Seventh Supplemental Indenture and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Twenty-Seventh Supplemental Indenture as to the parties hereto and may be used in lieu of the original Twenty-Seventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes. The parties may sign any number of copies of this Twenty-Seventh Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.
8. Headings, etc. The headings of the Articles and Sections of this Twenty-Seventh Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Twenty-Seventh Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Seventh Supplemental Indenture to be duly executed, all as of the date first above written.
T-MOBILE US, INC.
T-MOBILE USA, INC.
TMPR LICENSE LLC
and on behalf of the other Guarantors listed in Annex I
By: /s/ Johannes Thorsteinsson Name: Johannes Thorsteinsson
Title: As set forth in Annex I below
[Twenty-Seventh Supplemental Indenture]
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By: /s/ Carol Ng Name: Carol Ng Title: Vice President
By: /s/ Sebastian Hidalgo Name: Sebastian Hidalgo Title: Assistant Vice President
[Twenty-Seventh Supplemental Indenture]
ANNEX I
I-1
| Name of Issuer or Guarantor | Signatory Title |
|---|---|
| APC REALTY AND EQUIPMENT COMPANY, LLC<br><br>ASSURANCE WIRELESS USA, L.P.<br><br>ATI SUB, LLC<br><br>BLIS USA, INC.<br><br>BREEZE ACQUISITION SUB LLC<br><br>CLEARWIRE COMMUNICATIONS LLC<br><br>CLEARWIRE LEGACY LLC<br><br>CLEARWIRE SPECTRUM HOLDINGS II LLC<br><br>CLEARWIRE SPECTRUM HOLDINGS III LLC<br><br>CLEARWIRE SPECTRUM HOLDINGS LLC<br><br>FIXED WIRELESS HOLDINGS, LLC<br><br>LAB465, LLC<br><br>METROPCS CALIFORNIA, LLC<br><br>METROPCS FLORIDA, LLC<br><br>METROPCS GEORGIA, LLC<br><br>METROPCS MASSACHUSETTS, LLC<br><br>METROPCS MICHIGAN, LLC<br><br>METROPCS NEVADA, LLC<br><br>METROPCS NEW YORK, LLC<br><br>METROPCS PENNSYLVANIA, LLC<br><br>METROPCS TEXAS, LLC<br><br>MINT MOBILE, LLC<br><br>NEXTEL SYSTEMS, LLC<br><br>NEXTEL WEST CORP.<br><br>NSAC, LLC<br><br>PLAY OCTOPUS LLC<br><br>PUSHSPRING, LLC<br><br>SPRINT CAPITAL CORPORATION<br><br>SPRINT COMMUNICATIONS LLC<br><br>SPRINT LLC<br><br>SPRINT SOLUTIONS LLC<br><br>SPRINT SPECTRUM REALTY COMPANY, LLC<br><br>T-MOBILE CENTRAL LLC<br><br>T-MOBILE INNOVATIONS LLC<br><br>T-MOBILE LICENSE LLC<br><br>T-MOBILE MW LLC<br><br>T-MOBILE NORTHEAST LLC<br><br>T-MOBILE PUERTO RICO HOLDINGS LLC<br><br>T-MOBILE PUERTO RICO LLC<br><br>T-MOBILE RESOURCES LLC<br><br>T-MOBILE SOUTH LLC<br><br>T-MOBILE US, INC.<br><br>T-MOBILE USA, INC.<br><br>T-MOBILE WEST LLC<br><br>TDI ACQUISITION SUB, LLC<br><br>TMPR LICENSE LLC<br><br>TMUS INTERNATIONAL CORP.<br><br>USCC SERVICES, LLC | Senior Vice President, Treasury & Treasurer |
I-2
| Name of Issuer or Guarantor | Signatory Title |
|---|---|
| UVNV, LLC<br><br>VISTAR MEDIA GLOBAL PARTNERS, LLC<br><br>VISTAR MEDIA, INC.<br><br>VMU GP, LLC<br><br>WBSY LICENSING, LLC | Senior Vice President, Treasury & Treasurer |
| SPRINTCOM LLC<br><br>SPRINT SPECTRUM LLC<br><br>T-MOBILE FINANCIAL LLC<br><br>T-MOBILE LEASING LLC | Assistant Treasurer |
I-3
Document
EXHIBIT 4.101
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
T-Mobile US, Inc., a Delaware corporation (the “Company,” “we” or “our”), currently has ten classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended:
•the Company’s common stock, par value $0.00001 per share (the “Common Stock”);
•the 3.550% Senior Notes due 2029 (the “May 2029 Notes”) issued by T-Mobile USA, Inc. (“T-Mobile USA” or the “Issuer”) and guaranteed by the Company and certain of T-Mobile USA’s subsidiaries;
•the 3.150% Senior Notes due 2032 (the “February 2032 Notes”) issued by T-Mobile USA and guaranteed by the Company and certain of T-Mobile USA’s subsidiaries;
•the 3.700% Senior Notes due 2032 (the “May 2032 Notes”) issued by T-Mobile USA and guaranteed by the Company and certain of T-Mobile USA’s subsidiaries;
•the 3.850% Senior Notes due 2036 (the “May 2036 Notes”) issued by T-Mobile USA and guaranteed by the Company and certain of T-Mobile USA’s subsidiaries;
•the 3.500% Senior Notes due 2037 (the “February 2037 Notes”) issued by T-Mobile USA and guaranteed by the Company and certain of T-Mobile USA’s subsidiaries;
•the 3.800% Senior Notes due 2045 (the “February 2045 Notes” and together with the May 2029 Notes, the February 2032 Notes, the May 2032 Notes, the May 2036 Notes and the February 2037 Notes, the “Euro Notes”) issued by T-Mobile USA and guaranteed by the Company and certain of T-Mobile USA’s subsidiaries;
•the 6.250% Senior Notes due 2069 (the “September 2069 Notes”) issued by T-Mobile USA and guaranteed by the Company and certain of T-Mobile USA’s subsidiaries;
•the 5.500% Senior Notes due March 2070 (the “March 2070 Notes”) issued by T-Mobile USA and guaranteed by the Company and certain of T-Mobile USA’s subsidiaries; and
•the 5.500% Senior Notes due June 2070 (the “June 2070 Notes” and together with the September 2069 Notes and the March 2070 Notes, the “USD Notes”) issued by T-Mobile USA and guaranteed by the Company and certain of T-Mobile USA’s subsidiaries.
Description of Common Stock
The following summary includes a brief description of the Common Stock as well as certain related information.
The following summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of our Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Seventh Amended and Restated Bylaws (the “Bylaws”), our Second Amended and Restated Stockholders’ Agreement, dated as of June 22, 2020 (the “Stockholders’ Agreement”), by and among the Company, Deutsche Telekom AG (“Deutsche Telekom”) and SoftBank Group Corp. (“SoftBank”) and the Proxy, Lock-Up and ROFR Agreement, dated as of April 1, 2020, by and between Deutsche Telekom and SoftBank (the “SoftBank Proxy Agreement”). For additional information please refer to the Certificate of Incorporation, Bylaws, Stockholders’ Agreement and SoftBank Proxy Agreement, each of which are exhibits to our Annual Report on Form 10-K, and applicable provisions of the General Corporation Law of the State of Delaware.
General
Pursuant to the Certificate of Incorporation, the total number of shares of capital stock that the Company is authorized to issue is two billion one hundred million (2,100,000,000). The total number of shares of Common Stock that the Company is authorized to issue is two billion (2,000,000,000), with a par value of $0.00001 per share, and the total number of shares of preferred stock that the Company is authorized to issue is one hundred million (100,000,000), with a par value of $0.00001 per share (the “Preferred Stock”). The rights and privileges of holders of Common Stock are subject to the rights and privileges of the holders of any series of Preferred Stock that we may issue in the future.
Voting Rights
Holders of our Common Stock have the right to vote on every matter submitted to a vote of our stockholders other than any matter on which only the holders of Preferred Stock are entitled to vote separately as a class. There are no cumulative voting rights. Accordingly, holders of a majority of shares entitled to vote in an election of directors are able to elect all of the directors standing for election.
Classification of the Board of Directors
All of the directors of the Company shall be of one class and shall be elected annually. Each director shall hold office until the next annual meeting of stockholders and shall serve until his successor shall have been duly elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.
Dividend, Liquidation and Other Rights
Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends (including holders of Preferred Stock), the holders of Common Stock will share equally on a per share basis any dividends when, as and if declared by our board of directors out of funds legally available for that purpose. If we are liquidated, dissolved or wound up, the holders of our Common Stock will, after satisfaction of all of our liabilities and subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to distributions in the event of liquidation, dissolution or winding up (including holders of Preferred Stock), be entitled to a ratable share of any distribution to stockholders. Our Common Stock carries no preemptive or other subscription rights to purchase shares of our Common Stock and is not convertible, assessable or entitled to the benefits of any sinking fund.
Redemption Provisions
Pursuant to our Certificate of Incorporation, if a holder of our Common Stock acquires additional shares of our Common Stock or otherwise is attributed with ownership of such shares that would cause us to violate specified Federal Communications Commission (“FCC”) rules or regulations, we may, at the option of the board of directors, redeem from the holder or holders causing the violation of the FCC’s rules shares of our Common Stock sufficient to eliminate the violation.
The redemption price will be a price mutually determined by us and our stockholders, but if no agreement can be reached, the redemption price will be either:
•75% of the fair market value of our Common Stock being redeemed, if the holder caused the FCC violation; or
•100% of the fair market value of our Common Stock being redeemed, if the FCC violation was not caused by the holder.
The determination of whether such party caused the FCC violation will be made, in good faith, by the disinterested members of our board of directors.
The foregoing redemption rights do not apply to any shares of our Common Stock or Preferred Stock beneficially owned by Deutsche Telekom or SoftBank. If any waivers or approvals are required from the FCC in order for Deutsche Telekom or any of its controlled affiliates to acquire or hold any shares of our Common Stock or Preferred Stock, Deutsche Telekom and any of its controlled affiliates are required by the Certificate of Incorporation to cooperate to secure such waivers or approvals and abide by any conditions related to such waivers or approvals. If any waivers or approvals are required from the FCC in order for SoftBank or any of its controlled affiliates to acquire or hold any shares of our Common Stock or Preferred Stock, SoftBank and any of its controlled affiliates are required by the Certificate of Incorporation to cooperate to secure such waivers or approvals and abide by any conditions related to such waivers or approvals.
Provisions Regarding Existing or Prospective Holders
The Company is subject to Section 203 of the General Corporation Law of the State of Delaware (“Section 203”), which generally provides that an “interested stockholder” cannot engage in a “business combination” (as those terms are defined in Section 203) with the Company for a period of three years after the stockholder became an “interested stockholder,” subject to exceptions. Our Certificate of Incorporation and Bylaws do not opt-out of Section 203.
Certain Other Provisions of Our Certificate of Incorporation and Bylaws
The following provisions of our Certificate of Incorporation and Bylaws could be deemed to have an anti-takeover effect and could delay, defer or prevent a takeover attempt that a stockholder might consider to be in the stockholders’ best interests.
•Advance notice of director nominations and matters to be acted upon at meetings. Our Bylaws contain advance notice requirements for nominations by stockholders for the election of directors to serve on our board of directors and for proposing other items of business that can be acted upon by stockholders at stockholder meetings.
•Amendment to Bylaws. Our Certificate of Incorporation provides that our Bylaws may be amended upon the affirmative vote of the holders of shares having a majority of the aggregate voting power of all outstanding shares of our capital stock then entitled to vote on amendments to our Bylaws. Our Certificate of Incorporation also provides that our board of directors is authorized to make, alter or repeal our Bylaws without further stockholder approval.
•Special meeting of stockholders. Our Certificate of Incorporation provides that a special meeting of our stockholders (i) may be called by the chairperson of the board or our chief executive officer and (ii) must be called by our secretary at the request of (a) a majority of our board of directors or (b) as long as Deutsche Telekom beneficially own 25% or more of the outstanding shares of our Common Stock, the holders of not less than 33- 1⁄3% of the voting power of all of the outstanding voting stock of our Company entitled to vote generally for the election of directors.
•Stockholder Action by Written Consent. Our Certificate of Incorporation provides that as long as Deutsche Telekom beneficially own 25% or more of the outstanding shares of our Common Stock, stockholders may act by written consent in lieu of a meeting.
•Board representation. Our Certificate of Incorporation incorporates provisions of the Stockholders’ Agreement providing Deutsche Telekom with certain rights to designate a number of designees to our board of directors as described below.
•Special consent rights. Our Certificate of Incorporation provides Deutsche Telekom with the same consent rights as are set forth in the Stockholders’ Agreement with respect to our ability to take certain actions.
•Authorized but unissued shares. The authorized but unissued shares of our Common Stock and Preferred Stock are available for future issuance without stockholder approval. These additional shares may be used for a variety of corporate purposes, such as for additional public offerings, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger or otherwise.
•Cumulative voting. Our Certificate of Incorporation does not permit cumulative voting in the election of directors. Instead, any election of directors will be decided by a plurality of the votes cast (in person or by proxy) by holders of our stock entitled to vote thereon.
Stockholders’ Agreement
Pursuant to the Stockholders’ Agreement, Deutsche Telekom has certain rights to designate individuals to be nominees for election to our board of directors and certain committees thereof. Pursuant to the Stockholders’ Agreement, at all times when Deutsche Telekom, SoftBank and Marcelo Claure beneficially own at least 50% of the outstanding Common Stock and any other securities of the Company that are entitled to vote in the election of directors (collectively, “T-Mobile Voting Securities”) in the aggregate and any such T-Mobile Voting Security continues to be subject to the voting proxy (the “SoftBank Proxy”) pursuant to the SoftBank Proxy Agreement, the Company and Deutsche Telekom will take all actions necessary to ensure that: (i) the Company’s board of directors will consist of a total of 14 directors (except in cases of resignations, retirements, deaths or removals, pending any new appointments), (ii) Deutsche Telekom has the right to designate a specified number of nominees for election to the Company’s board of directors in accordance with the terms of the Stockholders’ Agreement, subject to certain requirements, including requirements with respect to the “independence” of certain nominees under applicable stock exchange listing standards and rules of the Securities and Exchange Commission, (iii) the chairperson of the Company’s board of directors will be a Deutsche Telekom designee and (iv) the Company’s board of directors will have certain committees, which committees will be comprised in the manner specified in the Stockholders’ Agreement. The Stockholders’ Agreement further provides that at all times when Deutsche Telekom, SoftBank and Marcelo Claure beneficially own less than 50% of the outstanding T-Mobile Voting Securities in the aggregate or no T-Mobile Voting Security continues to be subject to the SoftBank Proxy, then, in each case, (i) Deutsche Telekom has the right to designate a number of nominees for election to the Company’s board of directors equal to the percentage of T-Mobile Voting Securities that each beneficially owns (provided that such percentage is 10% or more) multiplied by the number of directors on the Company’s board of directors, rounded to the nearest whole number greater than zero and (ii) board committees will comprise designees of Deutsche Telekom in percentages determined by the Stockholders’ Agreement, subject to certain exceptions.
In addition, pursuant to the Stockholders’ Agreement, until the DT Specified Actions Termination Date (as defined in the Stockholders’ Agreement), we will not take certain actions without Deutsche Telekom’s prior written consent, including (a) incurring indebtedness above certain levels based on a specified debt to cash flow ratio, (b) taking any action that would cause a default under any instrument evidencing indebtedness to which Deutsche Telekom or any of its affiliates is a party, (c) acquiring or disposing of assets or entering into mergers or similar acquisitions in excess of $1.0 billion, (d) changing the size of our board of directors, (e) subject to certain exceptions, issuing equity of 10% or more of the then-outstanding shares of Common Stock, or issuing equity to redeem debt held by Deutsche Telekom, (f) repurchasing or redeeming equity securities or making any extraordinary or in-kind dividend other than on a pro rata basis, or (g) making certain changes involving our chief executive officer. In addition, we have agreed that, without the prior written consent of Deutsche Telekom, we will not amend our Certificate of Incorporation and Bylaws in any manner that could limit, restrict or adversely affect Deutsche Telekom’s rights under the Stockholders’ Agreement as long as Deutsche Telekom beneficially own 5% or more of the outstanding shares of our Common Stock.
During the term of the Stockholders’ Agreement, Deutsche Telekom is not permitted to, and is required to cause the Deutsche Telekom designees then serving as directors on our board of directors not to, support, enter into or vote in favor of (a) any transaction in which the aggregate amount involved exceeds, or may be expected to exceed, $120,000 between or involving both (i) the Company and (ii) Deutsche Telekom and its affiliates, unless
such transaction is approved unanimously by the audit committee of our board of directors or, for amendments to previously approved transactions, by a majority of the audit committee of our board of directors.
Pursuant to the Stockholders’ Agreement, Deutsche Telekom and its affiliates are generally prohibited from acquiring Common Stock that would cause their collective beneficial ownership to exceed a certain percentage of the outstanding T-Mobile Voting Securities (as that term is defined in the Stockholders’ Agreement) unless such acquiring stockholder makes an offer to acquire all of the then-remaining outstanding shares of Common Stock at the same price and on the same terms and conditions as the proposed acquisition from all other stockholders of the Company, which is either (i) accepted or approved by a majority of the directors on the Company’s board of directors, which majority includes a majority of the directors who are not affiliated with Deutsche Telekom or SoftBank under the terms of the Stockholders’ Agreement (the “Required Approval”), or (ii) accepted or approved by holders (other than Deutsche Telekom, SoftBank and their respective affiliates) of a majority of the shares of Common Stock (other than shares held by Deutsche Telekom, SoftBank and their respective affiliates). Deutsche Telekom is also prohibited from transferring any shares of Common Stock in any transaction that would result in the transferee owning more than 30% of the outstanding shares of Common Stock, subject to certain exceptions, unless the transfer is approved by our board of directors (including the Required Approval) or the transferee offers to acquire all of the then outstanding shares of Common Stock at the same price and on the same terms and conditions as the proposed transfer.
Subject to specified limitations, Deutsche Telekom has the right to request that we file, from time to time, a registration statement or prospectus supplement to a registration statement for the resale of shares of our Common Stock and debt securities beneficially owned by Deutsche Telekom. In addition, Deutsche Telekom has piggyback registration rights with respect to any offering that we initiate. Any transferee of Deutsche Telekom who acquires at least 5% of either the registrable equity securities or the registrable debt securities pursuant to a transaction that is not registered under the Securities Act will be entitled to enjoy the same registration rights as Deutsche Telekom, as applicable, as long as the registrable securities held by such transferee may not be sold or disposed of pursuant to Rule 144 under the Securities Act without volume limitations.
Description of Euro Notes
In this section, “Notes” refers to the May 2029 Notes, the February 2032 Notes, the May 2032 Notes, the May 2036 Notes, the February 2037 Notes and the February 2045 Notes.
The following summary description of the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the indenture (the “Base Indenture”), dated as of September 15, 2022, among the Issuer, Parent and Deutsche Bank Trust Company Americas, as trustee (together with its successors and assigns, the “Trustee”), as supplemented (i) with respect to the May 2029 Notes by the Fifteenth Supplemental Indenture, dated as of May 8, 2024 (the “Fifteenth Supplemental Indenture”), (ii) with respect to the May 2032 Notes by the Sixteenth Supplemental Indenture, dated as of May 8, 2024 (the “Sixteenth Supplemental Indenture”), (iii) with respect to the May 2036 Notes by the Seventeenth Supplemental Indenture, dated as of May 8, 2024 (the “Seventeenth Supplemental Indenture”), (iv) with respect to the February 2032 Notes by the Twenty-Second Supplemental Indenture, dated as of February 11, 2025 (the “Twenty-Second Supplemental Indenture”), (v) with respect to the February 2037 Notes by the Twenty-Third Supplemental Indenture, dated as of February 11, 2025 (the “Twenty-Third Supplemental Indenture”) and (vi) with respect to the February 2045 Notes by the Twenty-Fourth Supplemental Indenture, dated as of February 11, 2025 (the “Twenty-Fourth Supplemental Indenture” and each of the Fifteenth Supplemental Indenture, the Sixteenth Supplemental Indenture, the Seventeenth Supplemental Indenture, the Twenty-Second Supplemental Indenture, the Twenty-Third Supplemental Indenture and the Twenty-Fourth Supplemental Indenture, with respect to the applicable series, the “Supplemental Indenture”), in each case, among the Issuer, Parent, the Subsidiary Guarantors, the Trustee, Deutsche Bank Trust Company Americas, as paying agent and Deutsche Bank Trust Company Americas, as registrar and transfer agent. In this summary, the term “Indenture” refers to the Base Indenture, as supplemented separately by the Supplemental Indenture for the applicable series of Notes, each of which are exhibits to Parent’s Annual Report on Form 10-K. The terms of the Notes of each series include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). In this summary, (i) the “Issuer” refers only to
T-Mobile USA, Inc. and not to any of its Subsidiaries and (ii) “Parent” refers only to T-Mobile US, Inc. and not to any of its Subsidiaries (unless a successor Person shall have become the “Issuer” or “Parent” in accordance with the applicable provisions of the Indenture, if any, and thereafter the “Issuer” or “Parent” shall mean such successor Person).
The obligations and covenants of the Issuer described in this summary are only of the Issuer, and not of Parent. Although Parent is a guarantor of the Notes, Parent and any of its Subsidiaries that are not the Issuer or the Issuer’s Subsidiaries are generally not subject to any of the obligations and covenants described hereunder.
The registered holder of a Note is treated as the owner of such Note for all purposes. Only registered holders have rights under the Indenture.
General
The Notes of each series:
•are general unsecured, unsubordinated obligations of the Issuer;
•are senior in right of payment to any future indebtedness of the Issuer to the extent that such future indebtedness provides by its terms that it is subordinated in right of payment to the Notes;
•rank equal in right of payment with any of the Issuer’s existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without limitation, the obligations under the Credit Agreement, the Existing T-Mobile Unsecured Notes, the Existing Sprint Unsecured Notes and the Tower Obligations;
•are effectively subordinated to all existing and future secured indebtedness of the Issuer, to the extent of the value of the Issuer’s assets securing such indebtedness;
•are structurally subordinated to all of the liabilities and other obligations of the Issuer’s subsidiaries that are not obligors with respect to the Notes, including the Existing ABS Notes, the Existing Sprint Spectrum-Backed Notes, factoring arrangements and tower obligations; and
•are unconditionally guaranteed on a senior unsecured basis by Parent and the Subsidiary Guarantors.
The Note Guarantees
The Notes are guaranteed (i) initially by Parent and any Wholly-Owned Subsidiary of the Issuer that (x) is not an Excluded Subsidiary and (y) is an obligor under the Credit Agreement and (ii) by any future direct or indirect Subsidiary of Parent that is not a Subsidiary of the Issuer or any other Guarantor that directly or indirectly owns Capital Stock of the Issuer. The initial guarantors include the Issuer’s Domestic Subsidiaries that are Wholly-Owned Subsidiaries of the Issuer (other than special purpose securitization entities, Immaterial Subsidiaries and the Reinsurance Entity), including each of Sprint and its Subsidiaries that meet the foregoing requirements. These Note Guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee are limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law.
Each Note Guarantee of the Notes by a Guarantor:
•is a general unsecured, unsubordinated obligation of such Guarantor;
•is senior in right of payment to any future indebtedness of that Guarantor to the extent that such future indebtedness provides by its terms that it is subordinated in right of payment to such Guarantor’s Note Guarantee;
•is equal in right of payment with any of the Guarantor’s existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without
limitation, obligations under the Credit Agreement, the Existing T-Mobile Unsecured Notes and the Existing Sprint Unsecured Notes;
•is effectively subordinated to any Guarantor’s existing and future secured indebtedness to the extent of the value of the assets of such Guarantor securing such indebtedness; and
•is structurally subordinated to all of the indebtedness and other obligations of any Subsidiaries of such Guarantor that are not obligors with respect to the Notes.
In the event of a bankruptcy, liquidation or reorganization of any non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay their trade creditors and the holders of their other debt and obligations before they will be able to distribute any of their assets to the Issuer.
The Note Guarantee of a Guarantor will be automatically and unconditionally released in respect of the Notes of any series:
(1) only in the case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor (i) is not, (ii) is released or relieved as, or (iii) ceases (or substantially concurrently will cease) to be, a borrower or guarantor under the Credit Agreement, except by or as a result of payment under such guarantee or direct obligation;
(2) only in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary Guarantor;
(3) only in the case of a Subsidiary Guarantor, if for any reason such Subsidiary Guarantor ceases to be a Wholly-Owned Subsidiary of the Issuer; provided, that any Subsidiary Guarantor that ceases to constitute a Subsidiary Guarantor or becomes an Excluded Subsidiary solely by virtue of no longer being a Wholly-Owned Subsidiary (a “Partially Disposed Subsidiary”) shall only be released from its Note Guarantee to the extent that the other person taking an equity interest in such Partially Disposed Subsidiary is not an affiliate of the Issuer that is controlled by Parent, Deutsche Telekom or any of their respective subsidiaries or an employee of any of the foregoing;
(4) upon the legal defeasance, covenant defeasance, or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”;
(5) upon the liquidation or dissolution of any Subsidiary Guarantor, provided that no Event of Default has occurred that is continuing;
(6) upon the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation; or
(7) in the case of a Subsidiary Guarantor, if, immediately following such release and any concurrent releases of other Guarantees by such Subsidiary Guarantor, the aggregate principal amount of Indebtedness for Borrowed Money of Subsidiaries that are not Guarantors and not Excluded Subsidiaries (excluding any Indebtedness under any Permitted Receivables Financing and any Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that would remain incurred or issued and outstanding would not exceed $2,000.0 million.
Principal, Maturity and Interest
The Issuer issued €2,000,000,000 in aggregate principal amount of the Notes on May 8, 2024, of which €600,000,000 in aggregate principal amount is May 2029 Notes, €750,000,000 in aggregate principal amount is May 2032 Notes and €650,000,000 in aggregate principal amount is May 2036 Notes.
The Issuer issued €2,750,000,000 in aggregate principal amount of the Notes on February 11, 2025, of which €1,000,000,000 in aggregate principal amount is February 2032 Notes, €1,000,000,000 in aggregate principal amount is February 2037 Notes and €750,000,000 in aggregate principal amount is February 2045 Notes.
The Issuer may issue further additional Notes of any series from time to time, and such additional Notes of such series may be issued under the Base Indenture as supplemented either by the Supplemental Indenture for such series of Notes or one or more other supplemental indentures. Any issuance of additional Notes is subject to all of the covenants in the Indenture. The Notes of any series and any additional Notes of such series subsequently issued will be treated as a single series for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that any additional Notes that are not fungible with the Notes of any series (or with any other additional Notes of that series) for U.S. federal income tax purposes will have a separate CUSIP, ISIN, common code or other identifying number, as applicable.
The Issuer issued the Notes in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. The May 2029 Notes will mature on May 8, 2029, the February 2032 Notes will mature on February 11, 2032, the May 2032 Notes will mature on May 8, 2032, the May 2036 Notes will mature on May 8, 2036, the February 2037 Notes will mature on February 11, 2037 and the February 2045 Notes will mature on February 11, 2045.
Interest on the Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. If an interest payment date or the maturity date falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment was due, and no interest shall accrue for the intervening period. Interest on the Notes is computed on the basis of (i) the actual number of days in the period for which interest is being calculated and (ii) the actual number of days from and including the last date on which interest was paid on the Notes (or from and including the Series Issue Date, if no interest has been paid on the Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Markets Association. The amount of interest payable for any period shorter than a full monthly period shall be computed on the basis of the actual number of calendar days elapsed in such a period.
Interest on the May 2029 Notes accrues at the rate of 3.550% per annum. Interest on the May 2029 Notes is payable annually in arrears on May 8. The Issuer will make each interest payment to the holders of record of the May 2029 Notes on the Business Day immediately preceding such interest payment date.
Interest on the February 2032 Notes accrues at the rate of 3.150% per annum. Interest on the February 2032 Notes is payable annually in arrears on February 11, commencing on February 11, 2026. The Issuer will make each interest payment to the holders of record of the February 2032 Notes on the Business Day immediately preceding such interest payment date.
Interest on the May 2032 Notes accrues at the rate of 3.700% per annum. Interest on the May 2032 Notes is payable annually in arrears on May 8. The Issuer will make each interest payment to the holders of record of the May 2032 Notes on the Business Day immediately preceding such interest payment date.
Interest on the May 2036 Notes accrues at the rate of 3.850% per annum. Interest on the May 2036 Notes is payable annually in arrears on May 8. The Issuer will make each interest payment to the holders of record of the May 2036 Notes on the Business Day immediately preceding such interest payment date.
Interest on the February 2037 Notes accrues at the rate of 3.500% per annum. Interest on the February 2037 Notes is payable annually in arrears on February 11, commencing on February 11, 2026. The Issuer will make each interest payment to the holders of record of the February 2037 Notes on the Business Day immediately preceding such interest payment date.
Interest on the February 2045 Notes accrues at the rate of 3.800% per annum. Interest on the February 2045 Notes is payable annually in arrears on February 11, commencing on February 11, 2026. The Issuer will make each interest payment to the holders of record of the February 2045 Notes on the Business Day immediately preceding such interest payment date.
Payments of principal of and interest on the Notes issued in book-entry form or definitive form, if any, will be made as described below under the caption “—Methods of Receiving Payments on the Notes.”
Each series of Notes initially is deposited with a common depositary and evidenced by one or more global notes registered in the name or held by the common depositary for the accounts of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) or its nominee.
Methods of Receiving Payments on the Notes
If a holder of a definitive note has given wire transfer instructions to the Issuer and the Issuer is the paying agent, the Issuer will pay all principal, interest and premium, if any, on that holder’s Notes in accordance with those instructions until given written notice to the contrary. All other payments on the Notes will be made at the Corporate Trust Office of the Trustee, unless the Issuer elects to make interest payments by check mailed to the noteholders at their address set forth in the books and records of the registrar.
Paying Agent and Registrar for the Notes
The Trustee initially acts as paying agent, registrar and transfer agent where Notes may be presented for payment. The Issuer may change the paying agent, registrar or transfer agent without prior notice to the holders of the Notes, and the Issuer or any of its Subsidiaries may act as paying agent or registrar.
Transfer and Exchange
Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of Euroclear or Clearstream, as applicable, or to a successor of Euroclear or Clearstream, as applicable, or its nominee.
A holder of a definitive note may transfer or exchange Notes in accordance with the provisions of the Indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes relating to, arising out of, or in connection with such transfer. The Issuer is not required to transfer or exchange any Note selected for redemption. Also, the Issuer is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.
Mandatory Redemption; Offers to Purchase; Open Market Purchases
The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.
Optional Redemption
Prior to the applicable Par Call Date with respect to each series of Notes, the Issuer may redeem the Notes of such series at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
•100% of the principal amount of the Notes to be redeemed; and
•(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon, not including any portion of these payments of interest accrued as of the date of which the notes are to be redeemed, discounted to the redemption date (assuming that such Notes matured on their applicable Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 15 basis points in the case of the May 2029 Notes, 15 basis points in the case of the February 2032 Notes, 20 basis points in the case of the May 2032 Notes, 20 basis points in the case of the May 2036 Notes, 20 basis points in the case of the February 2037 Notes and 20 basis points in the case of the February 2045 Notes less (b) unpaid interest accrued to the date of redemption (any excess of the amount described in this bullet point over the amount described in the immediately preceding bullet point, the “Make-Whole Premium”);
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the applicable Par Call Date with respect to each series of Notes, the Issuer may redeem the Notes of such series, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German government bond whose maturity is closest to the applicable Par Call Date of the Notes to be redeemed, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), on the third Business Day prior to the date fixed for redemption, of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
“Par Call Date” means (i) with respect to the May 2029 Notes, April 8, 2029 (one month prior to the maturity date of such May 2029 Notes), (ii) with respect to the February 2032 Notes, November 11, 2031 (three months prior to the maturity date of such February 2032 Notes), (iii) with respect to the May 2032 Notes, February 8, 2032 (three months prior to the maturity date of such May 2032 Notes), (iv) with respect to the May 2036 Notes, February 8, 2036 (three months prior to the maturity date of such May 2036 Notes), (v) with respect to the February 2037 Notes, November 11, 2036 (three months prior to the maturity date of such February 2037 Notes) and (vi) with respect to the February 2045 Notes, August 11, 2044 (six months prior to the maturity date of such February 2045 Notes).
The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.
The Trustee shall have no responsibility whatsoever for calculating the redemption price for any Note.
Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes of a series or portions thereof called for redemption on the applicable redemption date. At or before 10:00 a.m. (London time) on the redemption date, the Issuer will deposit with the paying agent money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes of a series are to be redeemed, the Notes of such series to be redeemed shall be selected in accordance with the procedures of Euroclear or Clearstream, as applicable.
For the avoidance of doubt, the requirement to pay any Make-Whole Premium shall not arise in connection with any recovery of amounts due as a result of any breach of any covenant contained in the Indenture or the applicable Notes except where the transaction resulting in such breach was consummated with the intent to breach such covenant.
The Notes of each series are also subject to redemption if certain events occur involving United States taxation. See “—Tax Redemption.”
Additional Amounts
All payments under or in respect of the Notes, or under or in respect of any Note Guarantee, will be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States (collectively, “Taxes”), unless such withholding or deduction is required by law.
In the event any such withholding or deduction of Taxes is required by law, subject to the limitations described below, the Issuer will pay to the holder of any Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amount of each payment received by each beneficial owner (including upon redemption) that is a “Non-U.S. Holder” or an entity or arrangement treated as a partnership for U.S. federal income tax purposes one or more of the partners of which is a Non-U.S. Holder, after deduction or withholding for or on account of such Taxes, by any applicable withholding agent (including any such withholding or deduction in respect of Additional Amounts), will equal the amount provided for in such Note to be then due and payable before deduction or withholding for or on account of such Taxes.
However, the Issuer’s obligation to pay Additional Amounts shall not apply to:
(a) any Taxes which would not have been so imposed but for:
(1) the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having such a power) being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in a trade or business in the United States or being or having been physically present in the United States or having had a permanent establishment in the United States, except, in each case, for any connection arising from the acquisition, ownership or disposition of Notes, the receipt of payments thereunder, or under any Note Guarantee, or the enforcement of rights in respect of any Note or any Note Guarantee;
(2) the failure of such holder or beneficial owner to comply with any requirement under U.S. tax laws and regulations to establish any entitlement to a partial or complete exemption from such Taxes to which such holder or beneficial owner is legally entitled (including, but not limited to, by providing Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, as applicable, or any subsequent versions thereof or successor thereto); or
(3) such holder’s or beneficial owner’s present or former status under the Internal Revenue Code as a personal holding company, a foreign personal holding company, a CFC, a passive foreign investment company, a foreign tax exempt organization or a corporation which accumulates earnings to avoid U.S. federal income tax;
(b) any Taxes imposed by reason of the holder or beneficial owner:
(1) owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of the Issuer’s or Parent’s stock, as described in Section 871(h)(3)(B) of the Internal Revenue Code;
(2) being a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; or
(3) being a CFC that is related to the Issuer by stock ownership within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code;
(c) any Taxes which would not have been so imposed but for the presentation by the holder or beneficial owner of such Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment of the Note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or beneficial owner would have been entitled to such Additional Amounts on presenting such Note on any date during such 30-day period;
(d) any estate, inheritance, gift, sales, transfer, personal property, wealth, excise or similar Taxes;
(e) any Taxes which are payable otherwise than by withholding in respect of any payment on such Note;
(f) any Taxes which are payable by a holder that is not the beneficial owner of the Note, or a portion of the Note, or that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been entitled to the payment of an Additional Amount had such beneficial owner, settlor, beneficiary or member received directly its beneficial or distributive share of the payment;
(g) any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other paying agent;
(h) any Taxes imposed under current Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provisions that are substantially comparable) and any current or future regulations or official interpretations thereof, and any intergovernmental agreements or treaties (and any related legislation, rules, or official administrative practices) implementing the foregoing;
(i) any U.S. federal backup withholding Taxes imposed pursuant to Section 3406 of the Internal Revenue Code; or
(j) any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
Any reference in this summary, in the Indenture or in the Notes or any Note Guarantee to any payment in respect of the Notes or any Note Guarantee (including upon redemption) shall be deemed to refer also to any Additional Amounts which may be payable under the provisions of this section.
Except as specifically provided herein, the Issuer will not be required to make any payment with respect to any tax, duty, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority of or in the United States.
Tax Redemption
The Notes of any series may be redeemed at the Issuer’s option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes of the applicable series to be redeemed, together with interest accrued and unpaid to the date fixed for redemption, at any time, on giving not less than 10 nor more than 60 days’ notice in accordance with “Selection and Notice” below if:
(a) the Issuer has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the laws, regulations or rulings of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or any change in or amendment to an official application, or interpretation of such laws, regulations or rulings (including by virtue of a holding of a court of competent jurisdiction), which change or amendment is announced and becomes effective on or after April 30, 2024 (in the case of the May 2029 Notes, the May 2032 Notes and the May 2036 Notes) or February 4, 2024 (in the case of the February 2032 Notes, the February 2037 Notes and the February 2045 Notes), or
(b) any action shall have been taken by a taxing authority, or any decision has been rendered by a court of competent jurisdiction, in the United States or any political subdivision or taxing authority of or in the United States, including any such actions specified in (a) above, whether or not such action was taken or brought, or such decision was rendered, with respect to the Issuer, in any such case on or after April 30, 2024, which action or decision results in a substantial likelihood that the Issuer will be required to pay Additional Amounts on the next interest payment date.
However, no such notice of redemption shall be given (1) earlier than 90 days prior to the earliest date on which the Issuer would be, in the case of a redemption for the reasons specified in (a) above, or on which there would be a substantial likelihood that the Issuer would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the Notes were then due and (2) unless, at the time such notification of redemption is given, such circumstances remain in effect.
Prior to the publication of any notice of redemption pursuant to this section, the Issuer will deliver to the Trustee:
(1) a certificate signed by one of the Issuer’s duly authorized officers stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Issuer’s right to redeem have occurred, and
(2) in the case of a redemption for the reasons specified in (a) or (b) above, a written opinion of independent legal counsel of recognized standing to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the Issuer will be required to pay such Additional Amounts as a result of such action or decision, as the case may be.
Such notice, once delivered by the Issuer to the Trustee, will be irrevocable.
Prescription
Under New York’s statute of limitations, any legal action to enforce the payment obligations evidenced by the Notes must be commenced within six years after the payment thereof is due; thereafter the payment obligations will generally become unenforceable. In addition, the Indenture prohibits the Trustee and the holders from accelerating the obligations under the Notes with respect to or as a result of an Event of Default consisting of any action taken, and reported publicly or to holders of Notes, more than two years prior to the declaration of such acceleration.
Selection and Notice
If less than all of the Notes of a series are to be redeemed, the Trustee will select Notes of such series for redemption on a pro rata or by lot basis unless otherwise required by law or applicable stock exchange or depositary requirements.
No Notes of €100,000 or less can be redeemed in part. Notices of redemption will be sent electronically or mailed by first class mail at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes of a series or a satisfaction and discharge of the Indenture with respect to such series. Any such notice of redemption may, at the Issuer’s discretion, state that such redemption is subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, other offering, issuance of Indebtedness or other corporate transaction or event. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date (whether the original redemption date or the redemption date so delayed). In addition, the Issuer may provide in such notice that payment of the redemption and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.
If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. If in definitive form, a new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original note. Except to the extent that a notice of redemption is conditional, Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.
Certain Covenants
Liens
The Issuer will not, and will not permit any Material Subsidiary to, directly or indirectly, create, incur or assume any Lien securing Indebtedness for Borrowed Money upon any of its or any Material Subsidiary’s Principal Property or upon Capital Stock or Indebtedness of any Material Subsidiary that directly owns any Principal Property, except Permitted Liens, unless the Notes are equally and ratably secured with (or, at the Issuer’s option, on a senior basis to) the Indebtedness for Borrowed Money so secured. Any Lien created for the benefit of the holders of the Notes pursuant to this paragraph is required to provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to such Lien created for the benefit of the holders of the Notes.
For purposes of determining compliance with this “Liens” covenant, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens, but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Issuer shall, in its sole discretion, divide, classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this “Liens” covenant and the definition of “Permitted Liens.”
Merger, Consolidation or Sale of Assets
The Issuer will not: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) directly or indirectly sell, assign, lease, transfer, convey or otherwise dispose of (including, in each case, by way of division) all or substantially all of the properties and assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
(1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, the payment of the principal of and any premium and interest on the Notes and the performance or observance of every covenant of the Indenture on the part of the Issuer to be performed or observed; and
(3) immediately after such transaction, no Default or Event of Default exists.
Upon any consolidation or merger, or any sale, assignment, lease, transfer, conveyance or other disposition of all or substantially all of the properties and assets of the Issuer and its Subsidiaries, taken as a whole, in a transaction that is subject to, and that complies with the provisions of, this “Merger, Consolidation or Sale of Assets” covenant, the successor Person formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, lease, transfer, conveyance or other disposition is made, shall succeed to, and be substituted for, the Issuer (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the Indenture referring to the “Issuer” shall refer instead to the successor Person and not to the Issuer), and may exercise every right and power of the Issuer under the Indenture with the same effect as if such successor Person had been named as the Issuer therein. When the successor Person assumes all of the Issuer’s obligations under the Indenture, the Issuer shall be discharged from its obligations under the Indenture, including the obligation to pay the principal of or interest or premium, if any, on the Notes.
This “Merger, Consolidation or Sale of Assets” covenant will not apply to (and the following shall be permitted notwithstanding such covenant):
(1) a merger of the Issuer with a direct or indirect Subsidiary of Parent solely for the purpose of reincorporating the Issuer in another jurisdiction in the United States so long as the amount of Indebtedness of the Issuer and its Subsidiaries is not increased thereby; or
(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Subsidiaries.
Reports
Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent will file a copy of each of the Parent reports referred to in clauses (1) and (2) below with the SEC for public availability within the time periods (including all applicable extension periods) specified in the SEC rules and regulations applicable to such reports (unless the SEC will not accept such a filing):
(1) all quarterly and annual financial reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by its certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if Parent were required to file such reports;
provided that the availability of the foregoing reports on the SEC’s EDGAR service (or successor thereto) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any holder of Notes.
All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided that, if Parent is not required under the rules and regulations of the SEC to file such reports with the SEC for public availability, such reports need not be prepared in accordance with all of the rules and regulations applicable to such reports and shall only be required to include the information or disclosure that would be required by such form to the extent that, and in the same general style of presentation as, the same or substantially similar information or disclosure is also included or incorporated by reference in the prospectus supplement pursuant to which the Notes were offered and sold. The Issuer will comply with §314(a) of the Trust Indenture Act.
If the SEC will not accept Parent’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website, on intralinks.com or another website within the time periods that would apply if Parent were required to file those reports with the SEC (including all applicable extension periods).
Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (4) under “—Events of Default and Remedies” until 150 days after the receipt of the written notice delivered thereunder.
For so long as any Notes remain outstanding, if at any time Parent is not required to file with the SEC the reports required by the preceding paragraphs, the Issuer will furnish to the holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as amended (the “Securities Act”).
Delivery of such reports, information or documents to the Trustee shall be considered for informational purposes only, and the Trustee’s receipt of such reports shall not constitute notice or actual knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an officer’s certificate).
Events of Default and Remedies
Each of the following is an “Event of Default” in respect of the Notes of a series:
(1) default for 30 days in the payment when due of interest on the Notes of such series;
(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes of such series;
(3) failure by the Issuer or any of its Subsidiaries for 30 days after notice to the Issuer by the Trustee or the holders of at least 30% in aggregate principal amount of the Notes of such series then outstanding voting as a single class to comply with the provisions described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets”;
(4) failure by the Issuer or any of its Subsidiaries for 90 days after notice to the Issuer by the Trustee or the holders of at least 30% in aggregate principal amount of the Notes of such series then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (1), (2) and (3) above);
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which Indebtedness for borrowed money is guaranteed by the Issuer or any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:
(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness at the later of final maturity and the expiration of any related applicable grace period (a “Payment Default”); or
(b) results in the acceleration of such Indebtedness prior to its express maturity;
and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates an amount equal to the greater of $1,500.0 million and 0.675% of Consolidated Total Assets of Parent determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions or more, in each case for so long as such failure or acceleration is continuing;
(6) failure by the Issuer or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant Subsidiary) to pay or discharge final judgments entered by a court or courts of competent jurisdiction aggregating in excess of an amount equal to the greater of $1,500.0 million and 0.675% of Consolidated Total Assets of Parent determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions (to the extent not covered by indemnities or insurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of pending appeal or otherwise, is not in effect;
(7) the Issuer or any of its Significant Subsidiaries, or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case or proceeding;
(b) consents to the entry of an order for relief against it in an involuntary case;
(c) consents to the appointment of a custodian of it or for all or substantially all of its property;
(d) makes a general assignment for the benefit of its creditors; or
(e) generally is not paying its debts as they become due;
(8) a court of competent jurisdiction enters a final order or decree under any Bankruptcy Law that:
(a) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer in an involuntary case;
(b) appoints a custodian of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer or for all or substantially all of the property of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; or
(c) orders the liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer;
(d) and the final order or decree remains unstayed and in effect for 60 consecutive days; and
(9) except as permitted by the Indenture, (a) any Note Guarantee of a Significant Subsidiary or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer
with respect to Notes of such series (i) is held in any judicial proceeding to be unenforceable or invalid or (ii) ceases for any reason to be in full force and effect, or (b) any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee.
In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Issuer, any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer, all outstanding Notes of such series will become due and payable immediately without further action or notice. However, the effect of such provisions may be limited by applicable laws. If any other Event of Default occurs and is continuing with respect to any series of Notes, the Trustee or the holders, with a copy to the Trustee, of at least 30% in aggregate principal amount of the then outstanding Notes of such series may declare all the Notes of such series to be due and payable immediately; provided that no such declaration may be made with respect to or as a result of any action taken, and reported publicly or to holders of Notes, more than two years prior to such declaration.
Subject to certain limitations, the holders of a majority in aggregate principal amount of the then outstanding Notes of such series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default in the payment of the principal of, or the interest or premium, if any, on the Notes of such series.
Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture or the Notes Documents at the request or direction of any holders of Notes unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, a holder may pursue a remedy with respect to the Indenture or the Notes of any series only if:
(1) such holder gives to the Trustee written notice that an Event of Default is continuing;
(2) holders of at least 30% in aggregate principal amount of the then outstanding Notes of the applicable series have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as trustee;
(3) such holder or holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request;
(4) the Trustee does not comply with the request within 90 days after receipt of the request and the offer of indemnity or security; and
(5) during such 90-day period, holders of a majority in aggregate principal amount of the then outstanding Notes of the applicable series have not given the Trustee a direction inconsistent with such request.
The holders of a majority in aggregate principal amount of the then outstanding Notes of a series by written notice to the Trustee may, on behalf of all holders of Notes of that series, rescind an acceleration or waive any existing Default or Event of Default in respect of such series of Notes and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such series.
The Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Within 30 days after becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default unless such Default or Event of Default has been cured or waived in such period.
No Personal Liability of Directors, Officers, Employees and Stockholders
No past, present or future director, officer, member, manager, partner, employee, incorporator or stockholder of any Issuer or any Guarantor, as such, will have any liability for any obligations of any Issuer or any Guarantor under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
Legal Defeasance and Covenant Defeasance
The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officer’s certificate, elect to have all of its obligations discharged with respect to the outstanding Notes of any series and all obligations of the Guarantors discharged with respect to their Note Guarantees with respect to such series (“Legal Defeasance”) and cure all then existing Defaults and Events of Defaults except for:
(1) the rights of holders of outstanding Notes of such series to receive payments in respect of the principal of, or interest or premium, if any, on, the Notes when such payments are due from the trust referred to below;
(2) the Issuer’s obligations with respect to the Notes of such series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment of money for security payments held in trust;
(3) the rights, powers, trusts, duties, indemnities and immunities of the Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and
(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.
In addition, the Issuer may, at its option and at any time with respect to any series of Notes, elect to have the obligations of the Issuer and the Guarantors released with respect to the provisions of the Indenture described above under the caption “—Certain Covenants” (other than the covenant described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets”) (such release and termination being referred to as “Covenant Defeasance”), and thereafter any omission to comply with such obligations or provisions will not constitute a Default or Event of Default with respect to such Notes. In the event Covenant Defeasance occurs with respect to any series of Notes in accordance with the Indenture, the Events of Default described under clauses (3) through (9) (in the case of clauses (7) and (8), only with respect to the Issuer’s Subsidiaries) under the caption “—Events of Default and Remedies,” in each case, will no longer constitute an Event of Default.
In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any series of Notes:
(1) the Issuer must irrevocably deposit with the Trustee or its designee, in trust, for the benefit of the holders of such series of Notes, cash in euros, European Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, and premium, if any, and interest on, the outstanding Notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to such stated date for payment or to a particular redemption date; provided that in connection with any Legal Defeasance or Covenant Defeasance that requires the payment of a premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to premium calculated as of the date of the deposit, with any deficit as of the maturity date only required to be deposited with the Trustee on or prior to the maturity date;
(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date Notes of such series were first issued, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4) no Event of Default has occurred and is continuing with respect to such series of Notes on the date of such deposit (other than an Event of Default resulting from the borrowing of funds, or the imposition of Liens in connection therewith, to be applied to such deposit, or an Event of Default that will be cured by such Covenant Defeasance or Legal Defeasance) and the deposit will not otherwise result in a breach or violation of, or constitute a default under, any material instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;
(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;
(6) the Issuer must deliver to the Trustee an officer’s certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others;
(7) the Issuer must deliver to the Trustee an officer’s certificate, stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and
(8) the Issuer must deliver to the Trustee an opinion of counsel (which may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2) and (3) of this paragraph, as applicable, have been complied with.
Amendment, Supplement and Waiver
Except as provided in the next two succeeding paragraphs, the applicable Indenture with respect to the Notes of any series or the related Note Guarantees of the Notes of any series may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the Notes of such series then outstanding (including consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes of such series), and any existing Default or Event of Default or compliance with any provision of the applicable Indenture with respect to such Notes or the related Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding Notes of such series (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes of such series).
Without the consent of each holder of Notes of the applicable series affected, an amendment, supplement or waiver may not (with respect to any Notes of a particular series held by a non-consenting holder):
(1) reduce the principal amount of Notes of such series whose holders must consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any Note of such series or alter the provisions with respect to the redemption of the Notes of such series (except with respect to notice periods for redemption);
(3) reduce the rate of or change the time for payment of interest on any Note of such series;
(4) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes of such series (except a rescission of acceleration of the Notes of such series by the holders of at least a majority in aggregate principal amount of the then outstanding Notes of such series and a waiver of the payment default that resulted from such acceleration);
(5) make any Note of such series payable in money other than that stated in the Notes of such series;
(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes of such series to receive payments of principal of, or interest or premium, if any, on, the Notes of such series;
(7) waive a redemption payment with respect to any Note of such series;
(8) release any Guarantor from any of its obligations under its related Note Guarantee of the Notes of such series or the applicable Indenture, except in accordance with the terms of such Indenture; or
(9) make any change in the preceding amendment and waiver provisions.
Notwithstanding the preceding, without the consent of any holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement the applicable Indenture, the Notes of such series or the related Note Guarantees:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Issuer’s or a Guarantor’s obligations under the Indenture to holders of Notes of such series and related Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;
(4) to effect the release of a Guarantor from its Note Guarantee in respect of such series of Notes and the termination of such Note Guarantee, all in accordance with the provisions of the applicable Indenture governing such release and termination;
(5) to add any Guarantor or Note Guarantee or to provide for collateral to secure such series or any Note Guarantee in respect of the Notes of any series;
(6) to make any change that would provide any additional rights or benefits to the holders of Notes of such series or that does not adversely affect the legal rights under the Indenture of any such holder in any material respect;
(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
(8) to change or eliminate any of the provisions of the applicable Indenture; provided that any such change or elimination shall not become effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
(9) to provide for the issuance of and establish forms and terms and conditions of a new series of Notes as permitted by the Base Indenture;
(10) to conform the text of the applicable Indenture, any Notes or any related Note Guarantees to any provision of the “Description of Notes” section of the prospectus supplement applicable to such Notes at the time of the initial sale thereof, in each case, as conclusively evidenced by an officer’s certificate;
(11) to provide for the issuance of additional Notes of such series, provided that such additional Notes have the same terms as, and be deemed part of the same series as, the Notes of such series to the extent required under the applicable Indenture;
(12) to evidence and provide for the acceptance of and appointment by a successor trustee or collateral trustee with respect to the Notes of such series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee;
(13) to allow any Guarantor of the Notes of such series to execute a supplemental indenture providing a Note Guarantee with respect to the Notes of such series; and
(14) to issue exchange notes and related note guarantees as provided for in any registration rights agreement relating to the notes of any series.
The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver.
For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under, “—Certain Covenants,” or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any legal rights of any holders of the Notes to receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes.
Satisfaction and Discharge
The applicable Indenture will be discharged and will cease to be of further effect as to the Notes of a series issued thereunder, when:
(1) either:
(a) all Notes of such series that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for payment of which money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or
(b) all Notes of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or its designee as trust funds in trust solely for the benefit of the holders of such series of Notes, cash in euros, European Government Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes of such series
not delivered to the Trustee for cancellation for principal of, and premium, if any, and accrued interest to the date of maturity or redemption; provided that upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit as of the redemption date only required to be deposited with the Trustee on or prior to the redemption date;
(2) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture with respect to the Notes of such series; and
(3) the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes of such series at maturity or on the redemption date, as the case may be.
In addition, the Issuer must deliver to the Trustee (a) an officer’s certificate, stating that all conditions precedent set forth in the Indenture have been satisfied, and (b) an opinion of counsel (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in the Indenture have been satisfied.
Issuance in Euro
All payments of interest and principal, including payments made upon any redemption of such Notes, are payable in euros. If, at any time, the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes and the Note Guarantees as required pursuant to the Indenture will be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recently available market exchange rate for euro, as determined in the Issuer’s sole discretion. Any payment in respect of the Notes so made in U.S. dollars will not constitute an event of default under the Notes or the Indenture. Neither the Trustee nor the paying agent shall have any responsibility for any calculation or conversion in connection with the foregoing, nor shall the Trustee or the paying agent be responsible for determining the unavailability of euro. For the Avoidance of doubt, the Trustee and paying agent may conclusively rely on the determination of the Issuer to pay the Notes and the Note Guarantees in U.S. Dollars.
Book-Entry, Delivery and Form
The Notes are initially represented by one or more fully registered global notes. Each such global note has been deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the accounts of Clearstream and Euroclear. A person owning a beneficial interest in a Note may hold its interests in the global notes in Europe through Clearstream or Euroclear, either as a participant in such systems or indirectly through organizations which are participants in such systems. Clearstream and Euroclear hold interests in the global notes on behalf of their respective participating organizations or customers through customers’ securities accounts in Clearstream’s or Euroclear’s names on the books of their respective depositaries. Book-entry interests in the Notes and all transfers relating to the Notes are reflected in the book-entry records of Clearstream and Euroclear.
Except as provided below, owners of beneficial interests in the Notes are not entitled to have the Notes registered in their names, will not receive or be entitled to receive physical delivery of the Notes in definitive form and will not be considered the owners or holders of the Notes under the Indenture, including for purposes of receiving any reports delivered pursuant to the Indenture. Accordingly, each person owning a beneficial interest in a
Note must rely on the procedures of the depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder of Notes. Neither the Trustee nor any of its respective agents or affiliates will have any responsibility for the performance by Clearstream, Euroclear or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations. The Trustee has no liability or responsibility for the action or inaction of Clearstream or Euroclear or any other depositary. Payments, deliveries, transfers, exchanges, notices and other matters relating to the notes made through Euroclear or Clearstream must comply with the rules and procedures of those systems.
Certificated Notes
The Issuer will issue Notes to a person owning a beneficial interest in a Note or its nominees, in fully certificated registered form, only if (1) the Issuer advises the Trustee in writing that the depositary is no longer willing or able to discharge its responsibilities properly, and the Issuer is unable to locate a qualified successor within 90 days; (2) an Event of Default has occurred and is continuing under the indenture; or (3) the Issuer, at its option, elects to terminate the book-entry system. If any of the three above events occurs, the Trustee will re-issue the Notes in fully certificated registered form and will recognize the registered holders of the certificated Notes as holders under the Indenture.
Unless and until the Issuer issues the Notes in fully certificated, registered form, (1) a person owning a beneficial interest in a Note will not be entitled to receive a certificate representing its interest in the Notes; (2) all references in this summary to actions by holders will refer to actions taken by the depositary upon instructions from their direct participants; and (3) all references in this summary to payments and notices to holders will refer to payments and notices to the depositary, as the registered holder of the Notes, for distribution to persons owning beneficial interests in Notes in accordance with its policies and procedures.
Governing Law
The Indenture, the Notes and the Note Guarantees are governed by the laws of the State of New York.
Concerning the Trustee
The Issuer and the Guarantors maintain ordinary banking relationships with Deutsche Bank Trust Company Americas and its affiliates.
If the Trustee becomes a creditor of the Issuer or any Guarantor, the Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest when a Default is continuing it must eliminate such conflict within 90 days of the date such conflict arises, apply to the SEC for permission to continue as trustee or resign.
The holders of a majority in aggregate principal amount of the then outstanding Notes of the applicable series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs.
Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes of the applicable series, unless such holder has offered to the Trustee security and indemnity satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.
Certain Definitions
Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.
“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. Section 1.1 et seq.), as amended from time to time.
“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.
“Board of Directors” means:
(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
(2) with respect to a partnership, the board of directors or managing member of the general partner of the partnership;
(3) with respect to a limited liability company, the manager, managing member or members or any controlling committee of managing members thereof; and
(4) with respect to any other Person, the board or committee of such Person serving a similar function.
“Business Day” means, unless otherwise provided by board resolution, officer’s certificate or Supplemental Indenture for a particular series, any day except a Saturday, Sunday, or legal holiday in the City of New York or London or in any place of payment with respect to the Notes on which banking institutions are authorized or required by law, regulation or executive order to close, and on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, is open.
“Business Combination” means the acquisition by Parent or any of its subsidiaries, whether directly or indirectly, of Sprint.
“Capital Stock” means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(3) in the case of an exempted company, shares;
(4) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and
(5) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
“Captive Insurance Subsidiary” means any direct or indirect Subsidiary of the Issuer that bears financial risk or exposure relating to insurance or reinsurance activities (including without limitation the Reinsurance Entity) and any segregated accounts associated with any such Person.
“Cash Equivalents” means:
(1) United States dollars, pounds sterling, euros, Canadian dollars, Swiss francs, the national currency of any member state of the European Union or any other foreign currencies held by the Issuer and its Subsidiaries from time to time in the ordinary course of business;
(2) securities issued or directly and fully guaranteed or insured by the government of the United States of America, Canada, the United Kingdom, Switzerland or any country that is a member of the European Union or any agency or instrumentality thereof (provided that the full faith and credit of the United States, Canada, the United Kingdom, Switzerland or the relevant member state of the European Union, as the case may be, is pledged in support of those securities) having maturities of not more than two years from the date of acquisition;
(3) demand deposits, certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million, in the case of U.S. banks, and $100.0 million (or the foreign currency equivalent thereof), in the case of non-U.S. banks;
(4) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
(5) commercial paper having one of the two highest ratings obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition;
(6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States, Canada, any country that is a member of the European Union, the United Kingdom or Switzerland or by any political subdivision or agency or instrumentality of the foregoing, rated at least “A” (or the equivalent thereof) by a Rating Agency at the date of acquisition and having maturities of not more than two years after the date of acquisition;
(7) auction rate securities rated at least “AA-” or “Aa3” (or the equivalent thereof) by a Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase;
(8) investments, classified in accordance with GAAP as current assets of the Issuer or any of its Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios of which constitute investments of the character, quality and maturity described in clauses (1) through (7) of this definition;
(9) any substantially similar investment to the kinds described in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and
(10) deposits or payments made to the FCC in connection with the auction or licensing of Governmental Authorizations that are fully refundable.
“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code.
“Consolidated Net Tangible Assets” means, with respect to any Person, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (1) all current liabilities, except for (a) notes and loans payable, (b) current maturities of long-term debt and (c) current maturities of obligations under Financing Lease Obligations, and (2) to the extent included in such aggregate amount of assets, all intangible assets, goodwill, trade names, trademarks, patents, organization and development expenses, unamortized debt
discount and expenses and deferred charges (other than capitalized unamortized product development costs, such as, without limitation, capitalized hardware and software development costs), determined on a consolidated basis in accordance with GAAP consistently applied, as determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions, as of the date of the most recent balance sheet of the Issuer.
“Consolidated Net Worth” means, with respect to any Person, at the date of any determination, the consolidated stockholders’ or owners’ equity of the holders of Capital Stock of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP consistently applied, as determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions.
“Consolidated Total Assets” means, with respect to any Person, the consolidated total assets of such Person and its Subsidiaries as set forth on the most recent balance sheet of such Person prepared in accordance with GAAP, as determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions.
“Corporate Trust Office of the Trustee” means, solely for purposes of presenting Notes, Deutsche Bank Trust Company Americas located at 1 Columbus Circle, 17th Floor, Mail Stop NYC01-1710, New York, NY 10019, and, for all other purposes, the office of the Trustee at which any time its corporate trust business will be administered, which at the date hereof is located at 1 Columbus Circle, 17th Floor, Mail Stop NYC01-1710, New York, NY 10019, or such other address as the Trustee may designate from time to time by notice to the holders and the Issuer, or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the holders and the Issuer).
“Credit Agreement” means (a) the Second Amended and Restated Credit Agreement, dated January 5, 2026, by and among the Issuer, the lenders, swingline lenders and L/C issuers party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, together with the related documents thereto (including any term loans and revolving loans thereunder, any guarantees and security documents), as further amended, extended, renewed, restated, replaced, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and (b) any agreement (and related document) governing indebtedness which is incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.
“Crown Towers Transaction Agreements” means (i) the Master Agreement, dated as of September 28, 2012 (as the same may be amended, modified or supplemented from time to time) among the Issuer, Crown Castle International Corp., a Delaware corporation, and certain Subsidiaries of the Issuer; and (ii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time.
“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.
“Deutsche Telekom” means Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany.
“Domestic Subsidiary” means any Subsidiary of the Issuer that is not a Foreign Subsidiary.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
“European Government Obligations” means (A) any security that is (1) a direct and unconditional obligation of the European Union, (2) backed by the European Union’s budgetary and cash resources and by the European Commission’s right to call for additional resources from member states, (3) a direct obligation of any
member state of the European Union, for the payment of which the full-faith-and-credit of such country is pledged or (4) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of any such country, the payment of which is unconditionally guaranteed as a full-faith-and-credit obligation by such country, which, in any case under the preceding clauses (1) through (4), is not callable or redeemable at the option of the issuer thereof and (B) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (A) above or in any specific principal or interest payments due in respect thereof.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Excluded Subsidiary” means any Subsidiary of Parent that is, at any time of determination, (i) not a Wholly-Owned Subsidiary, (ii) an Immaterial Subsidiary, (iii) a Foreign Subsidiary, (iv) a Domestic Subsidiary that is (x) a FSHCO or (y) a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC, (v) an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement, (vi) a not-for-profit Subsidiary, (vii) a Captive Insurance Subsidiary, (viii) a special purpose securitization vehicle (or similar entity), including any Permitted Receivables Financing Subsidiary, any Permitted Spectrum Financing Subsidiary or any Permitted Tower Financing Subsidiary, or any of their respective Subsidiaries, (ix) prohibited from guaranteeing the Obligations by any applicable law (including financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations) or by any contractual requirement existing on the date of the Base Indenture or on the date of the acquisition of such Subsidiary or the date such Subsidiary became a “Restricted Subsidiary” or the equivalent thereof under the Credit Agreement (in each case not created in contemplation of such acquisition or of such Restricted Subsidiary becoming such a Restricted Subsidiary) (and for so long as such restriction or any replacement or renewal thereof is in effect), including any requirement to obtain the consent, approval, license or authorization of a Governmental Authority or third party (other than a Note Party or “Restricted Subsidiary” under the Credit Agreement) (unless such consent, approval, license or authorization has been obtained), (x) [reserved], (xi) with respect to which the provision of a guarantee would, in the reasonable good faith determination of the Issuer in consultation with the administrative agent under the Credit Agreement (for so long as the Credit Agreement is outstanding), be expected to result in materially adverse tax or regulatory consequences to the Issuer, Parent or any of their respective Subsidiaries or (xii) with respect to which the Issuer and the administrative agent under the Credit Agreement (for so long as the Credit Agreement is outstanding) reasonably determine the cost or other consequences of providing a guarantee is likely to be excessive in relation to the value to be afforded thereby; provided that, notwithstanding the foregoing, (a) the Issuer may in its sole discretion designate any Excluded Subsidiary as a Subsidiary Guarantor and may, thereafter, re-designate such Subsidiary as an Excluded Subsidiary (so long as such Subsidiary otherwise then qualifies as an Excluded Subsidiary pursuant to any of clauses (i) through (xii) above), upon which re-designation such Subsidiary shall automatically be released from its Note Guarantee.
“Existing ABS Notes” means the 5.050% Class A senior asset-backed notes, the 4.250% Class A senior asset-backed notes, the 4.740% Class A senior asset-backed notes and the 4.340% Class A senior asset-backed notes, each issued by a wholly-owned subsidiary of the Issuer.
“Existing Receivables Financing Subsidiaries” means each of T-Mobile Airtime Funding LLC, T-Mobile Handset Funding LLC, SFE 1, LLC and SFE 2, LLC, together with their successors and assigns and any Subsidiary of the foregoing.
“Existing Sprint Spectrum Financing Documents” means the Existing Sprint Spectrum-Backed Notes, the Existing Sprint Spectrum Indenture, the Spectrum Performance Agreement, the Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, among certain of the Existing Sprint Spectrum Note Entities, Sprint Communications, and the other parties thereto, each “Transaction Document” (as defined in the Existing Sprint Spectrum Indenture) and each other document related thereto, in each case as amended, supplemented or otherwise modified from time to time.
“Existing Sprint Spectrum Indenture” means the Indenture, dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, and Deutsche Bank Trust
Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time, including as supplemented with respect to each series of Existing Sprint Spectrum-Backed Notes.
“Existing Sprint Spectrum Issuers” means Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, and their successors and assigns.
“Existing Sprint Spectrum Note Entities” means, collectively, each of Sprint Spectrum Depositor LLC, Sprint Spectrum Depositor II LLC, Sprint Spectrum Depositor III LLC, Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC, Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, their successors and assigns and any Subsidiary of the foregoing.
“Existing Sprint Spectrum-Backed Notes” means the Existing Sprint Spectrum Issuers’ Series 2018-1 4.738% Senior Secured Notes, Class A-1 (the amount remaining outstanding under which was repaid in full on January 13, 2025), Series 2018-1 5.152% Senior Secured Notes, Class A-2, Series 2016-1 3.360% Senior Secured Notes, Class A-1 (the amount remaining outstanding under which was repaid in full on August 20, 2021), and any other note or series of notes issued under the Existing Sprint Spectrum Indenture from time to time.
“Existing Sprint Unsecured Notes” means the notes issued under the Sprint Capital Corporation Indenture .
“Existing T-Mobile Unsecured Notes” means the notes issued under the T-Mobile 2013 Indenture, T-Mobile 2020 Indenture and T-Mobile 2022 Indenture.
“Fair Market Value” means the value that would be paid by a buyer to an unaffiliated seller, determined in good faith by the Issuer’s Board of Directors or a senior officer of the Issuer, which determination shall be conclusive; provided that, with respect to the May 2029 Notes, the May 2032 Notes and the May 2036 Notes, any sale, lease, license or other disposition of assets in connection with the Business Combination (including any required regulatory divestitures) shall be deemed to be for Fair Market Value regardless of whether such sale, lease, license or other disposition meets the requirement of this definition.
“FCC” means the United States Federal Communications Commission and any successor agency that is responsible for regulating the United States telecommunications industry.
“FCC Licenses” means all licenses or permits now or hereafter issued by the FCC.
“Financing Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a financing lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP.
“Fitch” means Fitch Ratings, Inc. and its successors.
“Foreign Subsidiary” means any Subsidiary of Parent other than a Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia.
“FSHCO” means any Subsidiary of Parent that owns no material assets (directly or through Subsidiaries) other than Equity Interests (or Equity Interests and Indebtedness) in one or more Foreign Subsidiaries that are CFCs.
“GAAP” means generally accepted accounting principles as in effect on the date of any calculation or determination required under the Notes of the applicable series or the Indenture. Notwithstanding the foregoing, at any time, (i) the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP or parts of the Accounting Standards Codification or “ASC” shall thereafter be construed to mean IFRS (except as otherwise provided in the Indenture) and (ii) the Issuer, on any date, may elect to establish that GAAP shall mean GAAP as in effect on such date; provided that any such election, once made, shall be
irrevocable; provided, further, that any calculation or determination in the Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give notice of any such election made in accordance with this definition to the Trustee and the holders of outstanding Notes.
“Governmental Authority” means any nation or government, any state, province, territory or other political subdivision thereof and any other agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Governmental Authorization” means any permit, license, authorization, plan, directive, consent, permission, consent order or consent decree of or from any Governmental Authority, including but not limited to FCC Licenses.
“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise); provided, however, that the term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary indemnity obligations in effect on the date of the Base Indenture or entered into in connection with any acquisition or disposition permitted under the Indenture (other than such obligations with respect to Indebtedness). The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation (or portion thereof) in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Issuer in good faith.
“Guarantor” means, with respect to the Notes of any series, any Person who has guaranteed the obligations of the Issuer under the Indenture until released from its Note Guarantee pursuant to the provisions of the Indenture.
“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:
(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and
(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices,
and any guarantee in respect thereof.
“IFRS” means the international accounting standards promulgated by the International Accounting Standards Board and its predecessors and successors, as adopted by the European Union, as in effect from time to time.
“Immaterial Subsidiary” means any Subsidiary of the Issuer that at any time has Consolidated Total Assets accounting for less than 2.50% of the Issuer’s Consolidated Total Assets; provided that the aggregate Consolidated Total Assets of all Immaterial Subsidiaries shall not at any time exceed 5.00% of the Issuer’s Consolidated Total Assets.
“incur” means create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise. The term “incurrence” has a correlative meaning.
“Indebtedness” means, with respect to any specified Person, without duplication,
(a) any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:
(1) in respect of borrowed money;
(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
(3) in respect of banker’s acceptances;
(4) representing Financing Lease Obligations;
(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or a trade payable or escrow for obligations, including indemnity obligations; or
(6) representing any Hedging Obligations; and
(b) any financial liabilities recorded in respect of the upfront proceeds received in connection with Permitted Tower Financing;
in each case, if and only to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Notwithstanding the foregoing, the following shall not constitute Indebtedness: (1) accrued expenses and trade accounts payable arising in the ordinary course of business; (2) any indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Cash Equivalents (in an amount sufficient to satisfy all obligations relating thereto at maturity or redemption, as applicable, including all payments of interest and premium, if any) in a trust, escrow or account created or pledged for the sole benefit of the holders of such indebtedness, and in accordance with the other applicable terms of the instrument governing such indebtedness; (3) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (4) any obligation arising from any agreement providing for indemnities, Guarantees, escrows, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets; (5) Standard Securitization Undertakings and obligations incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to Parent, the Issuer or any of the “Restricted Subsidiaries” under the Credit Agreement other than (A) one or more Permitted Receivables Financing Subsidiaries and (B) pursuant to Standard Securitization Undertakings; (6) accruals for payroll and other liabilities accrued in the ordinary course of business; (7) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller; (8) all intercompany liabilities among the Issuer and/or the Subsidiaries having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business and (9) any operating lease that must be recognized on the balance sheet of such Person as a lease liability and right-of-use asset in accordance with the Financial Accounting Standards Board Update No. 2016-02, dated February 2016 (Leases (Topic 842)), which adopts Accounting Standards Codification 842.
The amount of any Indebtedness outstanding as of any date will be:
(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
(b) in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable (giving effect to netting) by such Person at such time;
(c) the principal amount of the Indebtedness, in the case of any other Indebtedness; and
(d) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:
(i) the Fair Market Value of such assets at the date of determination; and
(ii) the amount of the Indebtedness of the other Person.
“Indebtedness for Borrowed Money” means, with respect to any specified Person, without duplication, the Indebtedness described in clauses (a)(1) and (a)(2) of the definition of “Indebtedness.”
“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.
“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including affiliates) in the forms of loans (including Guarantees), advances (excluding commission, travel, entertainment, drawing accounts and similar advances to directors, officers and employees made in the ordinary course of business and excluding the purchase of assets, equipment, property or accounts receivables created or acquired in the ordinary course of business) or capital contributions, and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities. If the Issuer or any of its Wholly-Owned Subsidiaries that are “Restricted Subsidiaries” under the Credit Agreement sells or otherwise disposes of any Capital Stock of any direct or indirect Wholly-Owned Subsidiary that is a “Restricted Subsidiary” under the Credit Agreement such that, after giving effect to any such sale or disposition, such Person is no longer a “Restricted Subsidiary” under the Credit Agreement, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such “Restricted Subsidiary” under the Credit Agreement. Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.
“Issue Date” means the effective date of the Supplemental Indenture pursuant to which the first series of Notes is issued under the Base Indenture.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement and any lease in the nature thereof; provided that in no event shall an operating lease in and of itself constitute a Lien.
“Material Subsidiary” means any Person that is a Domestic Subsidiary if, as of the date of the most recent balance sheet of the Issuer, the aggregate amount of securities of, loans and advances to, and other investments in, such Person held by the Issuer and its Subsidiaries exceeded 10% of the Issuer’s Consolidated Net Worth, provided that any Subsidiary that is at any time designated as an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement shall not constitute a “Material Subsidiary” for any purpose hereof.
“Moody’s” means Moody’s Investors Service, Inc., and its successors.
“Non-U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust that is not treated as: (i) an individual who is a citizen or resident of the United
States; (ii) a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
“Note Guarantee” means, with respect to the Notes of any series, the Guarantee by each Guarantor of obligations of the Issuer with respect to the Notes of such series under the Indenture and under the Notes of such series.
“Note Parties” means, collectively, the Issuer and the Guarantors.
“Notes Documents” means the Indenture, the Notes, the Note Guarantees and any other agreements or documents entered into in connection with the Notes.
“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, cash collateral obligations, damages and other liabilities payable under the documentation governing any Indebtedness (including, without limitation, interest, fees or expenses which accrue after the commencement of any bankruptcy case or proceeding, whether or not allowed or allowable as a claim in any such case or proceeding).
“Permitted Acquisition” means:
(1) any Investment by the Issuer or any Subsidiary of the Issuer in a Person, if as a result of such Investment:
(i) such Person becomes a Subsidiary of the Issuer; or
(ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets or any division or business unit to, or is liquidated into, the Issuer or a Subsidiary of the Issuer; and
(2) acquisitions of spectrum licenses.
“Permitted Liens” means:
(1) Liens with respect to Obligations that do not exceed 15% of Consolidated Net Tangible Assets;
(2) with respect to any Series of Notes, Liens existing on the Series Issue Date;
(3) Liens on property of, or on any Capital Stock of, a Person existing at the time such Person becomes a Subsidiary of Issuer or is merged with or into or consolidated with the Issuer or any Subsidiary of the Issuer;
(4) Liens in favor of the Issuer, any Guarantor or any Domestic Subsidiary;
(5) Liens in favor of the United States of America, any State thereof, any foreign country or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(6) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Issuer or any Subsidiary of the Issuer (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Indebtedness incurred prior to, at the time of, or within 12 months after the later of the
acquisition of such property or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof; and
(7) Liens to secure any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien included or incorporated by reference in this definition of “Permitted Liens” (including any accrued but unpaid interest thereon and any dividend, premium (including tender premiums), defeasance costs, underwriting discounts and any fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement); provided, however, that:
(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets and improvements and accessions thereto); and
(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge.
“Permitted Receivables Financing” means any Receivables Financing of a Permitted Receivables Financing Subsidiary the terms of which (including financing terms, covenants, termination events and other provisions) (a) have been negotiated at arm’s length and (b) are, in the good faith determination of the Issuer’s Board of Directors or a senior financial officer of the Issuer, which determination shall be conclusive, in the aggregate economically fair and reasonable to the Issuer and its Subsidiaries.
“Permitted Receivables Financing Assets” means financial assets, including accounts receivable, chattel paper and other payment rights, and related assets (including contract rights and insurance payments), and the proceeds thereof.
“Permitted Receivables Financing Subsidiary” means, collectively, (i) each Existing Receivables Financing Subsidiary, (ii) each other Wholly-Owned Subsidiary of the Issuer that engages in no material activities other than in connection with Permitted Receivables Financings and any business or activities incidental or related to such business and (iii) any other Person formed for the purposes of engaging in a Permitted Receivables Financing in which the Issuer or any of its Subsidiaries makes an Investment and to which the Issuer or any of its Subsidiaries transfers Permitted Receivables Financing Assets that engages in no material activities other than in connection with Permitted Receivables Financings, and any business or activities incidental or related to such business, and in the case of clause (ii) or (iii) above which is designated by the Board of Directors of the Issuer (as provided below) as a Permitted Receivables Financing Subsidiary and in each case (a) no portion of the Indebtedness (contingent or otherwise) of which (i) is guaranteed by Parent, the Issuer or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary or (to the extent that it might be deemed a guaranty) pursuant to Standard Securitization Undertakings, or (ii) is recourse to or obligates Parent, the Issuer or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary, in any way other than pursuant to Standard Securitization Undertakings, (b) to which none of Parent, the Issuer or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by delivery to the Trustee of a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.
“Permitted Spectrum Financing” means the transactions contemplated by the Existing Sprint Spectrum Financing Documents, including the issuance of any Existing Sprint Spectrum-Backed Notes.
“Permitted Spectrum Financing Subsidiary” means, collectively, (i) the Existing Sprint Spectrum Note Entities and (ii) any future special purpose vehicle Subsidiaries of the Issuer (including any “Depositors” and “Intermediate HoldCos”) formed as part of and for the purpose of consummating a future transaction similar to the Permitted Spectrum Financing, together with their successors and assigns and any Subsidiary thereof.
“Permitted Tower Financing” means the transactions contemplated by the Towers Transactions Agreements.
“Permitted Tower Financing Subsidiary” means any financing subsidiary formed in connection with a Permitted Tower Financing.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.
“Phoenix Towers Transaction Agreements” means (i) the Purchase and Sale Agreement, dated as of July 30, 2015 (as the same may be amended, modified, or supplemented from time to time), among the Issuer, certain Subsidiaries of the Issuer, PTI US Acquisitions, LLC, and each sale site subsidiary party thereto; (ii) the Purchase and Sale Agreement (PR Sale Sites), dated as of October 28, 2015 (as the same may be amended, modified, or supplemented from time to time), among the Issuer, certain Subsidiaries of the Issuer, PTI US Acquisitions, LLC, and each sale site subsidiary party thereto; and (iii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time.
“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or payments upon liquidation.
“Principal Property” means the land, land improvements, buildings and fixtures (to the extent they constitute real property interests) (including any leasehold interest therein) constituting the principal corporate office and the equipment located thereon which (a) is owned by the Issuer or any of its Subsidiaries; (b) has not been determined in good faith by the Board of Directors of the Issuer not to be materially important to the total business conducted by Issuer and its Subsidiaries taken as a whole; and (c) has a net book value on the date as of which the determination is being made in excess of 1.0% of Consolidated Net Tangible Assets as most recently determined on or prior to such date (including, for purposes of such calculation, the land, land improvements, buildings and such fixtures comprising such office).
“Pro Forma Transactions” means, (x) any incurrence or repayment of Indebtedness (other than working capital or Indebtedness incurred in the ordinary course of business), any Investment that results in a Person becoming a Subsidiary of the Issuer, any Permitted Acquisition or disposition that results in a Subsidiary ceasing to be a Subsidiary or any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any disposition of a business unit, line of business or division of the Issuer or any Subsidiary of the Issuer, in each case whether by merger, consolidation, amalgamation or otherwise and in each case under this clause (x) with a Fair Market Value in excess of $25,000,000 and (y) any restructuring or cost saving, operational change or business rationalization initiative or other initiative.
“Rating Agency” means each of Moody’s, S&P, Fitch and, if any of Moody’s, S&P or Fitch ceases to exist or ceases to rate the Notes of the applicable series for reasons outside of the control of the Issuer, any other “nationally recognized statistical rating organization” as such term is defined under Section 3(a)(62) of the Exchange Act selected by the Issuer as a replacement agency.
“Receivables Financing” means any transaction or series of transactions that may be entered into by Parent, the Issuer or any Subsidiary pursuant to which Parent, the Issuer or any Subsidiary of the Issuer may sell, convey or
otherwise transfer to (a) a Permitted Receivables Financing Subsidiary (in the case of a transfer by Parent, the Issuer or any Subsidiary of the Issuer) or (b) any other Person (in the case of a transfer by a Permitted Receivables Financing Subsidiary), or a Permitted Receivables Financing Subsidiary may grant a security interest in, any Permitted Receivables Financing Assets of Parent, the Issuer or any Subsidiary of the Issuer.
“Refinancing” or “Refinance” shall mean, with respect to any Indebtedness, any other Indebtedness issued as part of a refinancing, extension, renewal, defeasance, discharge, amendment, restatement, modification, supplement, substitution, restructuring, replacement, exchange, refunding or repayment thereof.
“Reinsurance Entity” means TMUS Assurance Corporation, a Hawaii corporation, and any successor thereto.
“Responsible Officer” means, (i) when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee (or any successor group thereto) or any other officer of the Trustee (or any successor group thereto) who customarily performs functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who has responsibility for the administration of the Indenture and (ii) as to any other Person, the chief executive officer, president, chief financial officer, chief accounting officer, treasurer or director of such Person, but in any event, with respect to financial matters, the chief financial officer, chief accounting officer, treasurer or director of such Person. Unless otherwise qualified or the context otherwise requires, all references to a “Responsible Officer” mean a Responsible Officer of the Issuer.
“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and its successors.
“Series Issue Date” means, with respect to the May 2029 Notes, the May 2032 Notes and the May 2036 Notes, May 8, 2024 and, with respect to the February 2032 Notes, the February 2037 Notes and the February 2045 Notes, February 11, 2025.
“Significant Subsidiary” means, with respect to any specified Person, any Subsidiary of such Person that as of the end of the most recent fiscal quarter for which financial statements are available, would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date, of such Person.
“Spectrum” means frequencies of electromagnetic spectrum used to provide fixed or mobile communications services as licensed or authorized by the FCC.
“Spectrum Performance Agreement” means the SCI Payment and Performance Undertaking Agreement, dated as of October 27, 2016, between Sprint Communications, Sprint, the other grantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (as amended from time to time).
“Sprint” means Sprint LLC, formerly known as Sprint Corporation.
“Sprint Capital Corporation Indenture” means that certain Indenture, dated as of October 1, 1998, by Sprint Capital Corporation, Sprint and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee, as amended, supplemented or otherwise modified from time to time.
“Sprint Communications” means Sprint Communications LLC, formerly known as Sprint Communications, Inc.
“Sprint Towers Transaction Agreements” means (i) the towers transactions agreements entered into prior to the Issue Date by Sprint and its affiliates and (ii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time.
“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities (including repurchase obligations in the event of a breach of representation and warranty) made or provided, and limited recourse guarantees, performance guarantees and servicing obligations undertaken, by the Issuer or any of its Subsidiaries in connection with a Permitted Receivables Financing, a Permitted Spectrum Financing or a Permitted Tower Financing of a character appropriate for the assets being securitized and which have been negotiated at arm’s length with an unaffiliated third party. For the avoidance of doubt, the undertakings included in the Existing Sprint Spectrum Financing Documents (and substantially similar undertakings to the foregoing in any similar arrangements) constitute Standard Securitization Undertakings.
“Subsidiary” means, with respect to any specified Person:
(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and
(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).
“Subsidiary Guarantors” means, collectively, the Guarantors that are Subsidiaries of the Issuer.
“T-Mobile 2013 Indenture” means the Indenture, dated as of April 28, 2013, among the Issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time.
“T-Mobile 2020 Indenture” means the Indenture, dated as of April 9, 2020, among the Issuer, Parent, the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time.
“T-Mobile 2022 Indenture” means the Indenture, dated as of September 15, 2022, among the Issuer, Parent, the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time.
“Tower Obligations” means long-term financial obligations in the amount of the net proceeds received and recognized interest on the obligations pursuant to the Towers Transactions Agreements.
“Towers Transactions Agreements” means the Crown Towers Transaction Agreements, the Phoenix Towers Transaction Agreements and the Sprint Towers Transaction Agreements.
“Wholly-Owned Subsidiary” of any specified Person means a Subsidiary of such Person, all of the outstanding Capital Stock or other ownership interests of which (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by applicable legal requirements) is owned by such Person directly or through one or more Wholly-Owned Subsidiaries of such Person. Except if expressly otherwise specified, Wholly-Owned Subsidiary means a Wholly-Owned Subsidiary of the Issuer.
Description of USD Notes
In this section, “Notes” refers to the September 2069 Notes, the March 2070 Notes and the June 2070 Notes.
The following summary description of the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the indenture (the “Base Indenture”), dated as of September 15, 2022, among the Issuer, Parent and Deutsche Bank Trust Company Americas, as trustee (together with its successors and assigns, the “Trustee”), as supplemented (i) with respect to the September 2069 Notes by the Thirtieth Supplemental Indenture, dated as of August 5, 2025 (the “Thirtieth Supplemental Indenture”), (ii) with respect to the March 2070 Notes by the Thirty-First Supplemental Indenture, dated as of August 5, 2025 (the “Thirty-First Supplemental Indenture”) and (iii) with respect to the June 2070 Notes by the Thirty-Second Supplemental Indenture, dated as of August 5, 2025 (the “Thirty-Second Supplemental Indenture” and each of the Thirtieth Supplemental Indenture, the Thirty-First Supplemental Indenture and the Thirty-Second Supplemental Indenture, with respect to the applicable series, the “Supplemental Indenture”), in each case, among the Issuer, Parent, the Subsidiary Guarantors and the Trustee. In this summary, the term “Indenture” refers to the Base Indenture, as supplemented separately by the Supplemental Indenture for the applicable series of Notes, each of which are exhibits to Parent’s Annual Report on Form 10-K. The terms of the Notes of each series include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). In this summary, (i) the “Issuer” refers only to T-Mobile USA, Inc. and not to any of its Subsidiaries and (ii) “Parent” refers only to T-Mobile US, Inc. and not to any of its Subsidiaries (unless a successor Person shall have become the “Issuer” or “Parent” in accordance with the applicable provisions of the Indenture, if any, and thereafter the “Issuer” or “Parent” shall mean such successor Person).
The obligations and covenants of the Issuer described in this summary are only of the Issuer, and not of Parent. Although Parent is a guarantor of the Notes, Parent and any of its Subsidiaries that are not the Issuer or the Issuer’s Subsidiaries are generally not subject to any of the obligations and covenants described hereunder.
The registered holder of a Note is treated as the owner of such Note for all purposes. Only registered holders have rights under the Indenture.
General
The Notes of each series:
•are general unsecured, unsubordinated obligations of the Issuer;
•are senior in right of payment to any future indebtedness of the Issuer to the extent that such future indebtedness provides by its terms that it is subordinated in right of payment to the Notes;
•rank equal in right of payment with any of the Issuer’s existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without limitation, the obligations under the Credit Agreement, the Existing T-Mobile Unsecured Notes, the Existing Sprint Unsecured Notes and the Tower Obligations;
•are effectively subordinated to all existing and future secured indebtedness of the Issuer, to the extent of the value of the Issuer’s assets securing such indebtedness;
•are structurally subordinated to all of the liabilities and other obligations of the Issuer’s subsidiaries that are not obligors with respect to the Notes, including the Existing ABS Notes, the Existing Sprint Spectrum-Backed Notes, factoring arrangements and tower obligations; and
•are unconditionally guaranteed on a senior unsecured basis by Parent and the Subsidiary Guarantors.
The Note Guarantees
The Notes are guaranteed (i) initially by Parent and any Wholly-Owned Subsidiary of the Issuer that (x) is not an Excluded Subsidiary and (y) is an obligor under the Credit Agreement and (ii) by any future direct or indirect Subsidiary of Parent that is not a Subsidiary of the Issuer or any other Guarantor that directly or indirectly owns Capital Stock of the Issuer. The initial guarantors include the Issuer’s Domestic Subsidiaries that are Wholly-Owned Subsidiaries of the Issuer (other than special purpose securitization entities, Immaterial Subsidiaries and the
Reinsurance Entity), including each of Sprint and its Subsidiaries that meet the foregoing requirements. These Note Guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee are limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law.
Each Note Guarantee of the Notes by a Guarantor:
•is a general unsecured, unsubordinated obligation of such Guarantor;
•is senior in right of payment to any future indebtedness of that Guarantor to the extent that such future indebtedness provides by its terms that it is subordinated in right of payment to such Guarantor’s Note Guarantee;
•is equal in right of payment with any of the Guarantor’s existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without limitation, obligations under the Credit Agreement, the Existing T-Mobile Unsecured Notes and the Existing Sprint Unsecured Notes;
•is effectively subordinated to any Guarantor’s existing and future secured indebtedness to the extent of the value of the assets of such Guarantor securing such indebtedness; and
•is structurally subordinated to all of the indebtedness and other obligations of any Subsidiaries of such Guarantor that are not obligors with respect to the Notes.
In the event of a bankruptcy, liquidation or reorganization of any non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay their trade creditors and the holders of their other debt and obligations before they will be able to distribute any of their assets to the Issuer.
The Note Guarantee of a Guarantor will be automatically and unconditionally released in respect of the Notes of any series:
(1) only in the case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor (i) is not, (ii) is released or relieved as, or (iii) ceases (or substantially concurrently will cease) to be, a borrower or guarantor under the Credit Agreement, except by or as a result of payment under such guarantee or direct obligation;
(2) only in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary Guarantor;
(3) only in the case of a Subsidiary Guarantor, if for any reason such Subsidiary Guarantor ceases to be a Wholly-Owned Subsidiary of the Issuer; provided, that any Subsidiary Guarantor that ceases to constitute a Subsidiary Guarantor or becomes an Excluded Subsidiary solely by virtue of no longer being a Wholly-Owned Subsidiary (a “Partially Disposed Subsidiary”) shall only be released from its Note Guarantee to the extent that the other person taking an equity interest in such Partially Disposed Subsidiary is not an affiliate of the Issuer that is controlled by Parent, Deutsche Telekom or any of their respective subsidiaries or an employee of any of the foregoing;
(4) upon the legal defeasance, covenant defeasance, or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”;
(5) upon the liquidation or dissolution of any Subsidiary Guarantor, provided that no Event of Default has occurred that is continuing;
(6) upon the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation; or
(7) in the case of a Subsidiary Guarantor, if, immediately following such release and any concurrent releases of other Guarantees by such Subsidiary Guarantor, the aggregate principal amount of Indebtedness for Borrowed Money of Subsidiaries that are not Guarantors and not Excluded Subsidiaries (excluding any Indebtedness under any Permitted Receivables Financing and any Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that would remain incurred or issued and outstanding would not exceed $2,000.0 million.
Principal, Maturity and Interest
The Issuer issued the Notes on August 5, 2025, of which $393,481,525 in aggregate principal amount is September 2069 Notes, $400,797,075 in aggregate principal amount is March 2070 Notes and $394,753,475 in aggregate principal amount is June 2070 Notes.
The Issuer may issue further additional Notes of any series from time to time, and such additional Notes of such series may be issued under the Base Indenture as supplemented either by the Supplemental Indenture for such series of Notes or one or more other supplemental indentures. Any issuance of additional Notes is subject to all of the covenants in the Indenture. The Notes of any series and any additional Notes of such series subsequently issued will be treated as a single series for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that any additional Notes that are not fungible with the Notes of any series (or with any other additional Notes of that series) for U.S. federal income tax purposes will have a separate CUSIP, ISIN, common code or other identifying number, as applicable.
The Issuer issued the Notes in minimum denominations of $25 and integral multiples of $25 in excess thereof. The September 2069 Notes will mature on September 1, 2069, the March 2070 Notes will mature on March 1, 2070 and the June 2070 Notes will mature on June 1, 2070.
Interest on the Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. If an interest payment date or the maturity date falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment was due, and no interest shall accrue for the intervening period, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, with the same force and effect as if made on such date.
Interest on the Notes is computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly interest period is computed on the basis of the number of days elapsed in a 90-day quarter of three 30-day months.
Interest on the September 2069 Notes accrues at the rate of 6.250% per annum. Interest on the September 2069 Notes is payable quarterly in arrears on March 1, June 1, September 1 and December 1. The Issuer will make each interest payment to the holders of record of the September 2069 Notes on the immediately preceding record date. While the September 2069 Notes remain in book-entry form, the record date is the date that is one Business Day prior to the relevant interest payment date.
Interest on the March 2070 Notes accrues at the rate of 5.500% per annum. Interest on the March 2070 Notes is payable quarterly in arrears on March 1, June 1, September 1 and December 1. The Issuer will make each interest payment to the holders of record of the March 2070 Notes on the immediately preceding record date. While the March 2070 Notes remain in book-entry form, the record date is the date that is one Business Day prior to the relevant interest payment date.
Interest on the June 2070 Notes accrues at the rate of 5.500% per annum. Interest on the June 2070 Notes is payable quarterly in arrears on March 1, June 1, September 1 and December 1. The Issuer will make each interest payment to the holders of record of the June 2070 Notes on the immediately preceding record date. While the June 2070 Notes remain in book-entry form, the record date is the date that is one Business Day prior to the relevant interest payment date.
Payments of principal of and interest on the Notes issued in book-entry form or definitive form, if any, will be made as described below under the caption “—Methods of Receiving Payments on the Notes.”
Each series of Notes initially is evidenced by one or more global notes deposited with a custodian for, and registered in the name of, Cede & Co., as nominee of The Depository Trust Company (“DTC”).
Methods of Receiving Payments on the Notes
If a holder of a definitive note has given wire transfer instructions to the Issuer and the Issuer is the paying agent, the Issuer will pay all principal, interest and premium, if any, on that holder’s Notes in accordance with those instructions until given written notice to the contrary. All other payments on the Notes will be made at the Corporate Trust Office of the Trustee, unless the Issuer elects to make interest payments by check mailed to the noteholders at their address set forth in the books and records of the registrar.
Paying Agent and Registrar for the Notes
The Trustee initially acts as paying agent, registrar and transfer agent where Notes may be presented for payment. The Issuer may change the paying agent, registrar or transfer agent without prior notice to the holders of the Notes, and the Issuer or any of its Subsidiaries may act as paying agent or registrar.
Transfer and Exchange
Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.
A holder of a definitive note may transfer or exchange Notes in accordance with the provisions of the Indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes relating to, arising out of, or in connection with such transfer. The Issuer is not required to transfer or exchange any Note selected for redemption. Also, the Issuer is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.
Mandatory Redemption; Offers to Purchase; Open Market Purchases
The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.
Optional Redemption
On or after the applicable First Call Date with respect to each series of Notes, the Issuer may redeem the Notes of such series, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
“First Call Date” means (i) with respect to the September 2069 Notes, September 1, 2025, (ii) with respect to the March 2070 Notes, March 1, 2026, and (iii) with respect to the June 2070 Notes, June 1, 2026.
The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no responsibility whatsoever for calculating the redemption price for any Note.
Unless the Issuer defaults in the payment of the redemption price, including accrued and unpaid interest, interest will cease to accrue on the Notes of a series or portions thereof called for redemption on the applicable redemption date. At or before 10:00 a.m. (New York time) on the redemption date, the Issuer will deposit with the Trustee or a paying agent money sufficient to pay the redemption price, including interest, with respect to the Notes to be redeemed on such date. If less than all of the Notes of a series are to be redeemed, the Notes of such series to be redeemed shall be selected in accordance with the procedures of DTC.
Prescription
Under New York’s statute of limitations, any legal action to enforce the payment obligations evidenced by the Notes must be commenced within six years after the payment thereof is due; thereafter the payment obligations will generally become unenforceable. In addition, the Indenture prohibits the Trustee and the holders from accelerating the obligations under the Notes with respect to or as a result of an Event of Default consisting of any action taken, and reported publicly or to holders of Notes, more than two years prior to the declaration of such acceleration.
Selection and Notice
If less than all of the Notes of a series are to be redeemed, the Trustee will select Notes of such series for redemption on a pro rata or by lot basis unless otherwise required by law or applicable stock exchange or depositary requirements.
No Note (or unit) per $25 or less can be redeemed in part. Notices of redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be sent or mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes of a series or a satisfaction and discharge of the Indenture with respect to such series. Any such notice of redemption may, at the Issuer’s discretion, state that such redemption is subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, other offering, issuance of Indebtedness or other corporate transaction or event. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date (whether the original redemption date or the redemption date so delayed). In addition, the Issuer may provide in such notice that payment of the redemption and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.
If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. If in definitive form, a new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original note. Except to the extent that a notice of redemption is conditional, Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.
Certain Covenants
Liens
The Issuer will not, and will not permit any Material Subsidiary to, directly or indirectly, create, incur or assume any Lien securing Indebtedness for Borrowed Money upon any of its or any Material Subsidiary’s Principal Property or upon Capital Stock or Indebtedness of any Material Subsidiary that directly owns any Principal Property, except Permitted Liens, unless the Notes are equally and ratably secured with (or, at the Issuer’s option, on a senior basis to) the Indebtedness for Borrowed Money so secured. Any Lien created for the benefit of the holders of the Notes pursuant to this paragraph is required to provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to such Lien created for the benefit of the holders of the Notes.
For purposes of determining compliance with this “Liens” covenant, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens, but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Issuer shall, in its sole discretion, divide, classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this “Liens” covenant and the definition of “Permitted Liens.”
Merger, Consolidation or Sale of Assets
The Issuer will not: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) directly or indirectly sell, assign, lease, transfer, convey or otherwise dispose of (including, in each case, by way of division) all or substantially all of the properties and assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
(1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation, limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, the payment of the principal of and any premium and interest on the Notes and the performance or observance of every covenant of the Indenture on the part of the Issuer to be performed or observed; and
(3) immediately after such transaction, no Default or Event of Default exists.
Upon any consolidation or merger, or any sale, assignment, lease, transfer, conveyance or other disposition of all or substantially all of the properties and assets of the Issuer and its Subsidiaries, taken as a whole, in a transaction that is subject to, and that complies with the provisions of, this “Merger, Consolidation or Sale of Assets” covenant, the successor Person formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, lease, transfer, conveyance or other disposition is made, shall succeed to, and be substituted for, the Issuer (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the Indenture referring to the “Issuer” shall refer instead to the successor Person and not to the Issuer), and may exercise every right and power of the Issuer under the Indenture with the same effect as if such successor Person had been named as the Issuer therein. When the successor Person assumes all of the Issuer’s obligations under the Indenture, the Issuer shall be discharged from its obligations under the Indenture, including the obligation to pay the principal of or interest or premium, if any, on the Notes.
This “Merger, Consolidation or Sale of Assets” covenant will not apply to (and the following shall be permitted notwithstanding such covenant):
(1) a merger of the Issuer with a direct or indirect Subsidiary of Parent solely for the purpose of reincorporating the Issuer in another jurisdiction in the United States so long as the amount of Indebtedness of the Issuer and its Subsidiaries is not increased thereby; or
(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Subsidiaries.
Reports
Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent will file a copy of each of the Parent reports referred to in clauses (1) and (2) below with the SEC for public availability within the time periods (including all applicable extension periods) specified in the SEC rules and regulations applicable to such reports (unless the SEC will not accept such a filing):
(1) all quarterly and annual financial reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by its certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if Parent were required to file such reports;
provided that the availability of the foregoing reports on the SEC’s EDGAR service (or successor thereto) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any holder of Notes.
All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided that, if Parent is not required under the rules and regulations of the SEC to file such reports with the SEC for public availability, such reports need not be prepared in accordance with all of the rules and regulations applicable to such reports and shall only be required to include the information or disclosure that would be required by such form to the extent that, and in the same general style of presentation as, the same or substantially similar information or disclosure is also included or incorporated by reference in the prospectus pursuant to which the Notes were offered and sold. The Issuer will comply with §314(a) of the Trust Indenture Act.
If the SEC will not accept Parent’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website, on intralinks.com or another website within the time periods that would apply if Parent were required to file those reports with the SEC (including all applicable extension periods).
Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (4) under “—Events of Default and Remedies” until 150 days after the receipt of the written notice delivered thereunder.
For so long as any Notes remain outstanding, if at any time Parent is not required to file with the SEC the reports required by the preceding paragraphs, the Issuer will furnish to the holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as amended (the “Securities Act”).
Delivery of such reports, information or documents to the Trustee shall be considered for informational purposes only, and the Trustee’s receipt of such reports shall not constitute notice or actual knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an officer’s certificate).
Events of Default and Remedies
Each of the following is an “Event of Default” in respect of the Notes of a series:
(1) default for 30 days in the payment when due of interest on the Notes of such series;
(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes of such series;
(3) failure by the Issuer or any of its Subsidiaries for 30 days after notice to the Issuer by the Trustee or the holders of at least 30% in aggregate principal amount of the Notes of such series then outstanding voting as a single class to comply with the provisions described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets;”
(4) failure by the Issuer or any of its Subsidiaries for 90 days after notice to the Issuer by the Trustee or the holders of at least 30% in aggregate principal amount of the Notes of such series then outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than those described in clauses (1), (2) and (3) above);
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which Indebtedness for borrowed money is guaranteed by the Issuer or any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:
(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness at the later of final maturity and the expiration of any related applicable grace period (a “Payment Default”); or
(b) results in the acceleration of such Indebtedness prior to its express maturity;
and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates an amount equal to the greater of $1,500.0 million and 0.675% of Consolidated Total Assets of Parent determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions or more, in each case for so long as such failure or acceleration is continuing;
(6) failure by the Issuer or any of its Significant Subsidiaries (or any of its Subsidiaries that together would constitute a Significant Subsidiary) to pay or discharge final judgments entered by a court or courts of competent jurisdiction aggregating in excess of an amount equal to the greater of $1,500.0 million and 0.675% of Consolidated Total Assets of Parent determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions (to the extent not covered by indemnities or insurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of pending appeal or otherwise, is not in effect;
(7) the Issuer or any of its Significant Subsidiaries, or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case or proceeding;
(b) consents to the entry of an order for relief against it in an involuntary case;
(c) consents to the appointment of a custodian of it or for all or substantially all of its property;
(d) makes a general assignment for the benefit of its creditors; or
(e) generally is not paying its debts as they become due;
(8) a court of competent jurisdiction enters a final order or decree under any Bankruptcy Law that:
(a) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer in an involuntary case;
(b) appoints a custodian of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer or for all or substantially all of the property of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; or
(c) orders the liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer;
(d) and the final order or decree remains unstayed and in effect for 60 consecutive days; and
(9) except as permitted by the Indenture, (a) any Note Guarantee of a Significant Subsidiary or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer with respect to Notes of such series (i) is held in any judicial proceeding to be unenforceable or invalid or (ii) ceases for any reason to be in full force and effect, or (b) any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee.
In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Issuer, any of its Significant Subsidiaries or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer, all outstanding Notes of such series will become due and payable immediately without further action or notice. However, the effect of such provisions may be limited by applicable laws. If any other Event of Default occurs and is continuing with respect to any series of Notes, the Trustee or the holders, with a copy to the Trustee, of at least 30% in aggregate principal amount of the then outstanding Notes of such series may declare all the Notes of such series to be due and payable immediately; provided that no such declaration may be made with respect to or as a result of any action taken, and reported publicly or to holders of Notes, more than two years prior to such declaration.
Subject to certain limitations, the holders of a majority in aggregate principal amount of the then outstanding Notes of such series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default in the payment of the principal of, or the interest or premium, if any, on the Notes of such series.
Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture or the Notes Documents at the request or direction of any holders of Notes unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, a holder may pursue a remedy with respect to the Indenture or the Notes of any series only if:
(1) such holder gives to the Trustee written notice that an Event of Default is continuing;
(2) holders of at least 30% in aggregate principal amount of the then outstanding Notes of the applicable series have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as trustee;
(3) such holder or holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request;
(4) the Trustee does not comply with the request within 90 days after receipt of the request and the offer of indemnity or security; and
(5) during such 90-day period, holders of a majority in aggregate principal amount of the then outstanding Notes of the applicable series have not given the Trustee a direction inconsistent with such request.
The holders of a majority in aggregate principal amount of the then outstanding Notes of a series by written notice to the Trustee may, on behalf of all holders of Notes of that series, rescind an acceleration or waive any existing Default or Event of Default in respect of such series of Notes and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such series.
The Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Within 30 days after becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default unless such Default or Event of Default has been cured or waived in such period.
No Personal Liability of Directors, Officers, Employees and Stockholders
No past, present or future director, officer, member, manager, partner, employee, incorporator or stockholder of any Issuer or any Guarantor, as such, will have any liability for any obligations of any Issuer or any Guarantor under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
Legal Defeasance and Covenant Defeasance
The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officer’s certificate, elect to have all of its obligations discharged with respect to the outstanding Notes of any series and all obligations of the Guarantors discharged with respect to their Note Guarantees with respect to such series (“Legal Defeasance”) and cure all then existing Defaults and Events of Defaults except for:
(1) the rights of holders of outstanding Notes of such series to receive payments in respect of the principal of, or interest or premium, if any, on, the Notes when such payments are due from the trust referred to below;
(2) the Issuer’s obligations with respect to the Notes of such series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment of money for security payments held in trust;
(3) the rights, powers, trusts, duties, indemnities and immunities of the Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and
(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.
In addition, the Issuer may, at its option and at any time with respect to any series of Notes, elect to have the obligations of the Issuer and the Guarantors released with respect to the provisions of the Indenture described above under the caption “—Certain Covenants” (other than the covenant described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets”) (such release and termination being referred to as “Covenant Defeasance”), and thereafter any omission to comply with such obligations or provisions will not constitute a Default or Event of Default with respect to such Notes. In the event Covenant Defeasance occurs with respect to any series of Notes in accordance with the Indenture, the Events of Default described under clauses (3) through (9) (in the case of clauses (7) and (8), only with respect to the Issuer’s Subsidiaries) under the caption “—Events of Default and Remedies,” in each case, will no longer constitute an Event of Default.
In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any series of Notes:
(1) the Issuer must irrevocably deposit with the Trustee or its designee, in trust, for the benefit of the holders of such series of Notes, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, and premium, if any, and interest on, the outstanding Notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to such stated date for payment or to a particular redemption date; provided that in connection with any Legal Defeasance or Covenant Defeasance that requires the payment of a premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to premium calculated as of the date of the deposit, with any deficit as of the maturity date only required to be deposited with the Trustee on or prior to the maturity date;
(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date Notes of such series were first issued, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion of counsel reasonably acceptable to the Trustee (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions) confirming that the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4) no Event of Default has occurred and is continuing with respect to such series of Notes on the date of such deposit (other than an Event of Default resulting from the borrowing of funds, or the imposition of Liens in connection therewith, to be applied to such deposit, or an Event of Default that will be cured by such Covenant Defeasance or Legal Defeasance) and the deposit will not otherwise result in a breach or violation of, or constitute a default under, any material instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;
(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;
(6) the Issuer must deliver to the Trustee an officer’s certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others;
(7) the Issuer must deliver to the Trustee an officer’s certificate, stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and
(8) the Issuer must deliver to the Trustee an opinion of counsel (which may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2) and (3) of this paragraph, as applicable, have been complied with.
Amendment, Supplement and Waiver
Except as provided in the next two succeeding paragraphs, the applicable Indenture with respect to the Notes of any series or the related Note Guarantees of the Notes of any series may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the Notes of such series then outstanding (including consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes of such series), and any existing Default or Event of Default or compliance with any provision of the applicable Indenture with respect to such Notes or the related Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding Notes of such series (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes of such series).
Without the consent of each holder of Notes of the applicable series affected, an amendment, supplement or waiver may not (with respect to any Notes of a particular series held by a non-consenting holder):
(1) reduce the principal amount of Notes of such series whose holders must consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any Note of such series or alter the provisions with respect to the redemption of the Notes of such series (except with respect to notice periods for redemption);
(3) reduce the rate of or change the time for payment of interest on any Note of such series;
(4) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes of such series (except a rescission of acceleration of the Notes of such series by the holders of at least a majority in aggregate principal amount of the then outstanding Notes of such series and a waiver of the payment default that resulted from such acceleration);
(5) make any Note of such series payable in money other than that stated in the Notes of such series;
(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes of such series to receive payments of principal of, or interest or premium, if any, on, the Notes of such series;
(7) waive a redemption payment with respect to any Note of such series;
(8) release any Guarantor from any of its obligations under its related Note Guarantee of the Notes of such series or the applicable Indenture, except in accordance with the terms of such Indenture; or
(9) make any change in the preceding amendment and waiver provisions.
Notwithstanding the preceding, without the consent of any holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement the applicable Indenture, the Notes of such series or the related Note Guarantees:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Issuer’s or a Guarantor’s obligations under the Indenture to holders of Notes of such series and related Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;
(4) to effect the release of a Guarantor from its Note Guarantee in respect of such series of Notes and the termination of such Note Guarantee, all in accordance with the provisions of the applicable Indenture governing such release and termination;
(5) to add any Guarantor or Note Guarantee or to provide for collateral to secure such series or any Note Guarantee in respect of the Notes of any series;
(6) to make any change that would provide any additional rights or benefits to the holders of Notes of such series or that does not adversely affect the legal rights under the Indenture of any such holder in any material respect;
(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
(8) to change or eliminate any of the provisions of the applicable Indenture; provided that any such change or elimination shall not become effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
(9) to provide for the issuance of and establish forms and terms and conditions of a new series of Notes as permitted by the Base Indenture;
(10) to conform the text of the applicable Indenture, any Notes or any related Note Guarantees to any provision of the “Description of New T-Mobile Notes” section of the prospectus applicable to such Notes at the time of the initial sale thereof, in each case, as conclusively evidenced by an officer’s certificate;
(11) to provide for the issuance of additional Notes of such series, provided that such additional Notes have the same terms as, and be deemed part of the same series as, the Notes of such series to the extent required under the applicable Indenture;
(12) to evidence and provide for the acceptance of and appointment by a successor trustee or collateral trustee with respect to the Notes of such series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee;
(13) to allow any Guarantor of the Notes of such series to execute a supplemental indenture providing a Note Guarantee with respect to the Notes of such series; and
(14) to issue exchange notes and related note guarantees as provided for in any registration rights agreement relating to the Notes of any series.
The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver.
For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under, “—Certain Covenants,” or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any legal rights of any holders of the Notes to receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes.
Satisfaction and Discharge
The applicable Indenture will be discharged and will cease to be of further effect as to the Notes of a series issued thereunder, when:
(1) either:
(a) all Notes of such series that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for payment of which money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or
(b) all Notes of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or its designee as trust funds in trust solely for the benefit of the holders of such series of Notes, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes of such series not delivered to the Trustee for cancellation for principal of, and premium, if any, and accrued interest to the date of maturity or redemption; provided that upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit as of the redemption date only required to be deposited with the Trustee on or prior to the redemption date;
(2) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture with respect to the Notes of such series; and
(3) the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes of such series at maturity or on the redemption date, as the case may be.
In addition, the Issuer must deliver to the Trustee (a) an officer’s certificate, stating that all conditions precedent set forth in the Indenture have been satisfied, and (b) an opinion of counsel (which opinion of counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in the Indenture have been satisfied.
Book-Entry, Delivery and Form
The Notes of each series were deposited with the Trustee on behalf of The Depository Trust Company (“DTC”), in the form of one or more global notes (the “Global Notes”). The Notes were issued as fully-registered securities registered in the name of Cede & Co. (DTC’s nominee) or such other name as requested by an authorized representative of DTC. So long as DTC or its nominee is the registered owner of a Global Note, DTC or that
nominee will be considered the sole owner or holder of the Notes represented by that Global Note for all purposes under the Indenture and under the Notes of the applicable series. Except as set forth below, owners of beneficial interests in a Global Note will not be entitled to have Notes represented by that Global Note registered in their names, will not receive or be entitled to receive physical delivery of certificated Notes and will not be considered the owners or holders thereof under the Indenture or under the Notes of the applicable series for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee. Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if that holder is not a direct participant in DTC, on the procedures of the participant through which that holder owns its interest, to receive any payments on or a Note or to exercise any rights of a holder of Notes under the Indenture or the Global Note.
Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form (“Certificated Notes”) except in the limited circumstances described below. Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.
In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”)), which may change from time to time.
Exchange of Global Notes for Certificated Notes
A Global Note is exchangeable for Certificated Notes if:
(1) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor depositary within 90 days after receiving such notice or becoming aware that DTC is no longer so registered;
(2) the Issuer, at its option, notifies the Trustee in writing that the Issuer elects to cause the issuance of the Certificated Notes; or
(3) there has occurred and is continuing an event of default with respect to the Notes.
In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures). Under the terms of the Indenture, the Issuer and the Trustee will treat the persons in whose names any Certificated Notes are registered as the owners of such Certificated Notes for the purpose of receiving payments and for all other purposes.
Unless and until the Notes are issued in fully certificated, registered form, (1) a beneficial owner will not be entitled to receive a certificate representing such beneficial owner’s interest in the Notes; (2) all references in this summary to actions by holders will refer to actions taken by the depositary upon instructions from their direct participants; and (3) all references in this summary to payments and notices to holders will refer to payments and notices to the depositary, as the registered holder of the Notes, for distribution in accordance with its policies and procedures.
Governing Law
The Indenture, the Notes and the Note Guarantees are governed by the laws of the State of New York.
Concerning the Trustee
The Issuer and the Guarantors maintain ordinary banking relationships with Deutsche Bank Trust Company Americas and its affiliates.
If the Trustee becomes a creditor of the Issuer or any Guarantor, the Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest when a Default is continuing it must eliminate such conflict within 90 days of the date such conflict arises, apply to the SEC for permission to continue as trustee or resign.
The holders of a majority in aggregate principal amount of the then outstanding Notes of the applicable series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs.
Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes of the applicable series, unless such holder has offered to the Trustee security and indemnity satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.
Certain Definitions
Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.
“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. Section 1.1 et seq.), as amended from time to time.
“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.
“Board of Directors” means:
(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
(2) with respect to a partnership, the board of directors or managing member of the general partner of the partnership;
(3) with respect to a limited liability company, the manager, managing member or members or any controlling committee of managing members thereof; and
(4) with respect to any other Person, the board or committee of such Person serving a similar function.
“Business Day” means, unless otherwise provided by board resolution, officer’s certificate or Supplemental Indenture for a particular series, any day except a Saturday, Sunday, or legal holiday in the City of New York or in any place of payment with respect to the Notes on which banking institutions are authorized or required by law, regulation or executive order to close.
“Capital Stock” means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(3) in the case of an exempted company, shares;
(4) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, respectively; and
(5) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
“Captive Insurance Subsidiary” means any direct or indirect Subsidiary of the Issuer that bears financial risk or exposure relating to insurance or reinsurance activities (including without limitation the Reinsurance Entity) and any segregated accounts associated with any such Person.
“Cash Equivalents” means:
(1) United States dollars, pounds sterling, euros, Canadian dollars, Swiss francs, the national currency of any member state of the European Union or any other foreign currencies held by the Issuer and its Subsidiaries from time to time in the ordinary course of business;
(2) securities issued or directly and fully guaranteed or insured by the government of the United States of America, Canada, the United Kingdom, Switzerland or any country that is a member of the European Union or any agency or instrumentality thereof (provided that the full faith and credit of the United States, Canada, the United Kingdom, Switzerland or the relevant member state of the European Union, as the case may be, is pledged in support of those securities) having maturities of not more than two years from the date of acquisition;
(3) demand deposits, certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million, in the case of U.S. banks, and $100.0 million (or the foreign currency equivalent thereof), in the case of non-U.S. banks;
(4) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
(5) commercial paper having one of the two highest ratings obtainable from a Rating Agency at the date of acquisition and, in each case, maturing within one year after the date of acquisition;
(6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States, Canada, any country that is a member of the European Union, the United Kingdom or Switzerland or by any political subdivision or agency or instrumentality of the foregoing, rated at least “A” (or the equivalent thereof) by a Rating Agency at the date of acquisition and having maturities of not more than two years after the date of acquisition;
(7) auction rate securities rated at least “AA-” or “Aa3” (or the equivalent thereof) by a Rating Agency at the time of purchase and with reset dates of one year or less from the time of purchase;
(8) investments, classified in accordance with GAAP as current assets of the Issuer or any of its Subsidiaries, in money market funds, mutual funds or investment programs registered under the Investment Company Act of 1940, at least 90% of the portfolios of which constitute investments of the character, quality and maturity described in clauses (1) through (7) of this definition;
(9) any substantially similar investment to the kinds described in clauses (1) through (7) of this definition rated at least “P-2” by Moody’s or “A-2” by S&P or the equivalent thereof; and
(10) deposits or payments made to the FCC in connection with the auction or licensing of Governmental Authorizations that are fully refundable.
“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code.
“Consolidated Net Tangible Assets” means, with respect to any Person, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (1) all current liabilities, except for (a) notes and loans payable, (b) current maturities of long-term debt and (c) current maturities of obligations under Financing Lease Obligations, and (2) to the extent included in such aggregate amount of assets, all intangible assets, goodwill, trade names, trademarks, patents, organization and development expenses, unamortized debt discount and expenses and deferred charges (other than capitalized unamortized product development costs, such as, without limitation, capitalized hardware and software development costs), determined on a consolidated basis in accordance with GAAP consistently applied, as determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions, as of the date of the most recent balance sheet of the Issuer.
“Consolidated Net Worth” means, with respect to any Person, at the date of any determination, the consolidated stockholders’ or owners’ equity of the holders of Capital Stock of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP consistently applied, as determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions.
“Consolidated Total Assets” means, with respect to any Person, the consolidated total assets of such Person and its Subsidiaries as set forth on the most recent balance sheet of such Person prepared in accordance with GAAP, as determined on a pro forma basis for acquisitions, dispositions and Pro Forma Transactions.
“Corporate Trust Office of the Trustee” means, solely for purposes of presenting Notes, Deutsche Bank Trust Company Americas located at 1 Columbus Circle, 4th Floor, Mail Stop NYC01-0417, New York, NY 10019, and, for all other purposes, the office of the Trustee at which any time its corporate trust business will be administered, which at the date hereof is located at 1 Columbus Circle, 4th Floor, Mail Stop NYC01-0417, New York, NY 10019, or such other address as the Trustee may designate from time to time by notice to the holders and the Issuer, or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the holders and the Issuer).
“Credit Agreement” means (a) the Second Amended and Restated Credit Agreement, dated January 5, 2026, by and among the Issuer, the lenders, swingline lenders and L/C issuers party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, together with the related documents thereto (including any term loans and revolving loans thereunder, any guarantees and security documents), as further amended, extended, renewed, restated, replaced, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and (b) any agreement (and related document) governing indebtedness which is incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.
“Crown Towers Transaction Agreements” means (i) the Master Agreement, dated as of September 28, 2012 (as the same may be amended, modified or supplemented from time to time) among the Issuer, Crown Castle International Corp., a Delaware corporation, and certain Subsidiaries of the Issuer; and (ii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time.
“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.
“Deutsche Telekom” means Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany.
“Domestic Subsidiary” means any Subsidiary of the Issuer that is not a Foreign Subsidiary.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Excluded Subsidiary” means any Subsidiary of Parent that is, at any time of determination, (i) not a Wholly-Owned Subsidiary, (ii) an Immaterial Subsidiary, (iii) a Foreign Subsidiary, (iv) a Domestic Subsidiary that is (x) a FSHCO or (y) a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC, (v) an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement, (vi) a not-for-profit Subsidiary, (vii) a Captive Insurance Subsidiary, (viii) a special purpose securitization vehicle (or similar entity), including any Permitted Receivables Financing Subsidiary, any Permitted Spectrum Financing Subsidiary or any Permitted Tower Financing Subsidiary, or any of their respective Subsidiaries, (ix) prohibited from guaranteeing the Obligations by any applicable law (including financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations) or by any contractual requirement existing on the date of the Base Indenture or on the date of the acquisition of such Subsidiary or the date such Subsidiary became a “Restricted Subsidiary” or the equivalent thereof under the Credit Agreement (in each case not created in contemplation of such acquisition or of such Restricted Subsidiary becoming such a Restricted Subsidiary) (and for so long as such restriction or any replacement or renewal thereof is in effect), including any requirement to obtain the consent, approval, license or authorization of a Governmental Authority or third party (other than a Note Party or “Restricted Subsidiary” under the Credit Agreement) (unless such consent, approval, license or authorization has been obtained), (x) [reserved], (xi) with respect to which the provision of a guarantee would, in the reasonable good faith determination of the Issuer in consultation with the administrative agent under the Credit Agreement (for so long as the Credit Agreement is outstanding), be expected to result in materially adverse tax or regulatory consequences to the Issuer, Parent or any of their respective Subsidiaries or (xii) with respect to which the Issuer and the administrative agent under the Credit Agreement (for so long as the Credit Agreement is outstanding) reasonably determine the cost or other consequences of providing a guarantee is likely to be excessive in relation to the value to be afforded thereby; provided that, notwithstanding the foregoing, (a) the Issuer may in its sole discretion designate any Excluded Subsidiary as a Subsidiary Guarantor and may, thereafter, re-designate such Subsidiary as an Excluded Subsidiary (so long as such Subsidiary otherwise then qualifies as an Excluded Subsidiary pursuant to any of clauses (i) through (xii) above), upon which re-designation such Subsidiary shall automatically be released from its Note Guarantee.
“Existing ABS Notes” means the 5.050% Class A senior asset-backed notes, the 4.250% Class A senior asset-backed notes, the 4.740% Class A senior asset-backed notes and the 4.340% Class A senior asset-backed notes, each issued by a wholly-owned subsidiary of the Issuer.
“Existing Receivables Financing Subsidiaries” means each of T-Mobile Airtime Funding LLC, T-Mobile Handset Funding LLC, SFE 1, LLC and SFE 2, LLC, together with their successors and assigns and any Subsidiary of the foregoing.
“Existing Sprint Spectrum Financing Documents” means the Existing Sprint Spectrum-Backed Notes, the Existing Sprint Spectrum Indenture, the Spectrum Performance Agreement, the Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, among certain of the Existing Sprint Spectrum Note Entities, Sprint Communications, and the other parties thereto, each “Transaction Document” (as defined in the Existing Sprint Spectrum Indenture) and each other document related thereto, in each case as amended, supplemented or otherwise modified from time to time.
“Existing Sprint Spectrum Indenture” means the Indenture, dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time, including as supplemented with respect to each series of Existing Sprint Spectrum-Backed Notes.
“Existing Sprint Spectrum Issuers” means Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, and their successors and assigns.
“Existing Sprint Spectrum Note Entities” means, collectively, each of Sprint Spectrum Depositor LLC, Sprint Spectrum Depositor II LLC, Sprint Spectrum Depositor III LLC, Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC, Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, their successors and assigns and any Subsidiary of the foregoing.
“Existing Sprint Spectrum-Backed Notes” means the Existing Sprint Spectrum Issuers’ Series 2018-1 4.738% Senior Secured Notes, Class A-1 (the amount remaining outstanding under which was repaid in full on January 13, 2025), Series 2018-1 5.152% Senior Secured Notes, Class A-2, Series 2016-1 3.360% Senior Secured Notes, Class A-1 (the amount remaining outstanding under which was repaid in full on August 20, 2021), and any other note or series of notes issued under the Existing Sprint Spectrum Indenture from time to time.
“Existing Sprint Unsecured Notes” means the notes issued under the Sprint Capital Corporation Indenture .
“Existing T-Mobile Unsecured Notes” means the notes issued under the T-Mobile 2013 Indenture, T-Mobile 2020 Indenture and T-Mobile 2022 Indenture.
“Fair Market Value” means the value that would be paid by a buyer to an unaffiliated seller, determined in good faith by the Issuer’s Board of Directors or a senior officer of the Issuer, which determination shall be conclusive.
“FCC” means the United States Federal Communications Commission and any successor agency that is responsible for regulating the United States telecommunications industry.
“FCC Licenses” means all licenses or permits now or hereafter issued by the FCC.
“Financing Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a financing lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP.
“Fitch” means Fitch Ratings, Inc. and its successors.
“Foreign Subsidiary” means any Subsidiary of Parent other than a Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia.
“FSHCO” means any Subsidiary of Parent that owns no material assets (directly or through Subsidiaries) other than Equity Interests (or Equity Interests and Indebtedness) in one or more Foreign Subsidiaries that are CFCs.
“GAAP” means generally accepted accounting principles as in effect on the date of any calculation or determination required under the Notes of the applicable series or the Indenture. Notwithstanding the foregoing, at any time, (i) the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP or parts of the Accounting Standards Codification or “ASC” shall thereafter be construed to mean IFRS (except as otherwise provided in the Indenture) and (ii) the Issuer, on any date, may elect to establish that GAAP shall mean GAAP as in effect on such date; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in the Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give notice of any such election made in accordance with this definition to the Trustee and the holders of outstanding Notes.
“Government Securities” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.
“Governmental Authority” means any nation or government, any state, province, territory or other political subdivision thereof and any other agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Governmental Authorization” means any permit, license, authorization, plan, directive, consent, permission, consent order or consent decree of or from any Governmental Authority, including but not limited to FCC Licenses.
“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise); provided, however, that the term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary indemnity obligations in effect on the date of the Base Indenture or entered into in connection with any acquisition or disposition permitted under the Indenture (other than such obligations with respect to Indebtedness). The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation (or portion thereof) in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Issuer in good faith.
“Guarantor” means, with respect to the Notes of any series, any Person who has guaranteed the obligations of the Issuer under the Indenture until released from its Note Guarantee pursuant to the provisions of the Indenture.
“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:
(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and
(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices,
and any guarantee in respect thereof.
“IFRS” means the international accounting standards promulgated by the International Accounting Standards Board and its predecessors and successors, as adopted by the European Union, as in effect from time to time.
“Immaterial Subsidiary” means any Subsidiary of the Issuer that at any time has Consolidated Total Assets accounting for less than 2.50% of the Issuer’s Consolidated Total Assets; provided that the aggregate Consolidated Total Assets of all Immaterial Subsidiaries shall not at any time exceed 5.00% of the Issuer’s Consolidated Total Assets.
“incur” means create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise. The term “incurrence” has a correlative meaning.
“Indebtedness” means, with respect to any specified Person, without duplication,
(a) any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:
(1) in respect of borrowed money;
(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
(3) in respect of banker’s acceptances;
(4) representing Financing Lease Obligations;
(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or a trade payable or escrow for obligations, including indemnity obligations; or
(6) representing any Hedging Obligations; and
(b) any financial liabilities recorded in respect of the upfront proceeds received in connection with Permitted Tower Financing;
in each case, if and only to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Notwithstanding the foregoing, the following shall not constitute Indebtedness: (1) accrued expenses and trade accounts payable arising in the ordinary course of business; (2) any indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Cash Equivalents (in an amount sufficient to satisfy all obligations relating thereto at maturity or redemption, as applicable, including all payments of interest and premium, if any) in a trust, escrow or account created or pledged for the sole benefit of the holders of such indebtedness, and in accordance with the other applicable terms of the instrument governing such indebtedness; (3) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (4) any obligation arising from any agreement providing for indemnities, Guarantees, escrows, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets; (5) Standard Securitization
Undertakings and obligations incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to Parent, the Issuer or any of the “Restricted Subsidiaries” under the Credit Agreement other than (A) one or more Permitted Receivables Financing Subsidiaries and (B) pursuant to Standard Securitization Undertakings; (6) accruals for payroll and other liabilities accrued in the ordinary course of business; (7) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller; (8) all intercompany liabilities among the Issuer and/or the Subsidiaries having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business and (9) any operating lease that must be recognized on the balance sheet of such Person as a lease liability and right-of-use asset in accordance with the Financial Accounting Standards Board Update No. 2016-02, dated February 2016 (Leases (Topic 842)), which adopts Accounting Standards Codification 842.
The amount of any Indebtedness outstanding as of any date will be:
(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
(b) in the case of Hedging Obligations, the termination value of the agreement or arrangement giving rise to such obligations that would be payable (giving effect to netting) by such Person at such time;
(c) the principal amount of the Indebtedness, in the case of any other Indebtedness; and
(d) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:
(i) the Fair Market Value of such assets at the date of determination; and
(ii) the amount of the Indebtedness of the other Person.
“Indebtedness for Borrowed Money” means, with respect to any specified Person, without duplication, the Indebtedness described in clauses (a)(1) and (a)(2) of the definition of “Indebtedness.”
“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.
“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including affiliates) in the forms of loans (including Guarantees), advances (excluding commission, travel, entertainment, drawing accounts and similar advances to directors, officers and employees made in the ordinary course of business and excluding the purchase of assets, equipment, property or accounts receivables created or acquired in the ordinary course of business) or capital contributions, and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities. If the Issuer or any of its Wholly-Owned Subsidiaries that are “Restricted Subsidiaries” under the Credit Agreement sells or otherwise disposes of any Capital Stock of any direct or indirect Wholly-Owned Subsidiary that is a “Restricted Subsidiary” under the Credit Agreement such that, after giving effect to any such sale or disposition, such Person is no longer a “Restricted Subsidiary” under the Credit Agreement, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such “Restricted Subsidiary” under the Credit Agreement. Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.
“Issue Date” means the effective date of the Supplemental Indenture pursuant to which the first series of Notes is issued under the Base Indenture.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement and any lease in the nature thereof; provided that in no event shall an operating lease in and of itself constitute a Lien.
“Material Subsidiary” means any Person that is a Domestic Subsidiary if, as of the date of the most recent balance sheet of the Issuer, the aggregate amount of securities of, loans and advances to, and other investments in, such Person held by the Issuer and its Subsidiaries exceeded 10% of the Issuer’s Consolidated Net Worth, provided that any Subsidiary that is at any time designated as an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement shall not constitute a “Material Subsidiary” for any purpose hereof.
“Moody’s” means Moody’s Investors Service, Inc., and its successors.
“Note Guarantee” means, with respect to the Notes of any series, the Guarantee by each Guarantor of obligations of the Issuer with respect to the Notes of such series under the Indenture and under the Notes of such series.
“Note Parties” means, collectively, the Issuer and the Guarantors.
“Notes Documents” means the Indenture, the Notes, the Note Guarantees and any other agreements or documents entered into in connection with the Notes.
“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, cash collateral obligations, damages and other liabilities payable under the documentation governing any Indebtedness (including, without limitation, interest, fees or expenses which accrue after the commencement of any bankruptcy case or proceeding, whether or not allowed or allowable as a claim in any such case or proceeding).
“Permitted Acquisition” means:
(1) any Investment by the Issuer or any Subsidiary of the Issuer in a Person, if as a result of such Investment:
(i) such Person becomes a Subsidiary of the Issuer; or
(ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets or any division or business unit to, or is liquidated into, the Issuer or a Subsidiary of the Issuer; and
(2) acquisitions of spectrum licenses.
“Permitted Liens” means:
(1) Liens with respect to Obligations that do not exceed 15% of Consolidated Net Tangible Assets;
(2) with respect to any Series of Notes, Liens existing on the Series Issue Date;
(3) Liens on property of, or on any Capital Stock of, a Person existing at the time such Person becomes a Subsidiary of Issuer or is merged with or into or consolidated with the Issuer or any Subsidiary of the Issuer;
(4) Liens in favor of the Issuer, any Guarantor or any Domestic Subsidiary;
(5) Liens in favor of the United States of America, any State thereof, any foreign country or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(6) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Issuer or any Subsidiary of the Issuer (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof
or to secure any Indebtedness incurred prior to, at the time of, or within 12 months after the later of the acquisition of such property or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof; and
(7) Liens to secure any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien included or incorporated by reference in this definition of “Permitted Liens” (including any accrued but unpaid interest thereon and any dividend, premium (including tender premiums), defeasance costs, underwriting discounts and any fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement); provided, however, that:
(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets and improvements and accessions thereto); and
(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge.
“Permitted Receivables Financing” means any Receivables Financing of a Permitted Receivables Financing Subsidiary the terms of which (including financing terms, covenants, termination events and other provisions) (a) have been negotiated at arm’s length and (b) are, in the good faith determination of the Issuer’s Board of Directors or a senior financial officer of the Issuer, which determination shall be conclusive, in the aggregate economically fair and reasonable to the Issuer and its Subsidiaries.
“Permitted Receivables Financing Assets” means financial assets, including accounts receivable, chattel paper and other payment rights, and related assets (including contract rights and insurance payments), and the proceeds thereof.
“Permitted Receivables Financing Subsidiary” means, collectively, (i) each Existing Receivables Financing Subsidiary, (ii) each other Wholly-Owned Subsidiary of the Issuer that engages in no material activities other than in connection with Permitted Receivables Financings and any business or activities incidental or related to such business and (iii) any other Person formed for the purposes of engaging in a Permitted Receivables Financing in which the Issuer or any of its Subsidiaries makes an Investment and to which the Issuer or any of its Subsidiaries transfers Permitted Receivables Financing Assets that engages in no material activities other than in connection with Permitted Receivables Financings, and any business or activities incidental or related to such business, and in the case of clause (ii) or (iii) above which is designated by the Board of Directors of the Issuer (as provided below) as a Permitted Receivables Financing Subsidiary and in each case (a) no portion of the Indebtedness (contingent or otherwise) of which (i) is guaranteed by Parent, the Issuer or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary or (to the extent that it might be deemed a guaranty) pursuant to Standard Securitization Undertakings, or (ii) is recourse to or obligates Parent, the Issuer or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary, in any way other than pursuant to Standard Securitization Undertakings, (b) to which none of Parent, the Issuer or any of their Subsidiaries, other than another Permitted Receivables Financing Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by delivery to the Trustee of a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.
“Permitted Spectrum Financing” means the transactions contemplated by the Existing Sprint Spectrum Financing Documents, including the issuance of any Existing Sprint Spectrum-Backed Notes.
“Permitted Spectrum Financing Subsidiary” means, collectively, (i) the Existing Sprint Spectrum Note Entities and (ii) any future special purpose vehicle Subsidiaries of the Issuer (including any “Depositors” and “Intermediate HoldCos”) formed as part of and for the purpose of consummating a future transaction similar to the Permitted Spectrum Financing, together with their successors and assigns and any Subsidiary thereof.
“Permitted Tower Financing” means the transactions contemplated by the Towers Transactions Agreements.
“Permitted Tower Financing Subsidiary” means any financing subsidiary formed in connection with a Permitted Tower Financing.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.
“Phoenix Towers Transaction Agreements” means (i) the Purchase and Sale Agreement, dated as of July 30, 2015 (as the same may be amended, modified, or supplemented from time to time), among the Issuer, certain Subsidiaries of the Issuer, PTI US Acquisitions, LLC, and each sale site subsidiary party thereto; (ii) the Purchase and Sale Agreement (PR Sale Sites), dated as of October 28, 2015 (as the same may be amended, modified, or supplemented from time to time), among the Issuer, certain Subsidiaries of the Issuer, PTI US Acquisitions, LLC, and each sale site subsidiary party thereto; and (iii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time.
“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or payments upon liquidation.
“Principal Property” means the land, land improvements, buildings and fixtures (to the extent they constitute real property interests) (including any leasehold interest therein) constituting the principal corporate office and the equipment located thereon which (a) is owned by the Issuer or any of its Subsidiaries; (b) has not been determined in good faith by the Board of Directors of the Issuer not to be materially important to the total business conducted by Issuer and its Subsidiaries taken as a whole; and (c) has a net book value on the date as of which the determination is being made in excess of 1.0% of Consolidated Net Tangible Assets as most recently determined on or prior to such date (including, for purposes of such calculation, the land, land improvements, buildings and such fixtures comprising such office).
“Pro Forma Transactions” means, (x) any incurrence or repayment of Indebtedness (other than working capital or Indebtedness incurred in the ordinary course of business), any Investment that results in a Person becoming a Subsidiary of the Issuer, any Permitted Acquisition or disposition that results in a Subsidiary ceasing to be a Subsidiary or any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any disposition of a business unit, line of business or division of the Issuer or any Subsidiary of the Issuer, in each case whether by merger, consolidation, amalgamation or otherwise and in each case under this clause (x) with a Fair Market Value in excess of $25,000,000 and (y) any restructuring or cost saving, operational change or business rationalization initiative or other initiative.
“Rating Agency” means each of Moody’s, S&P, Fitch and, if any of Moody’s, S&P or Fitch ceases to exist or ceases to rate the Notes of the applicable series for reasons outside of the control of the Issuer, any other “nationally recognized statistical rating organization” as such term is defined under Section 3(a)(62) of the Exchange Act selected by the Issuer as a replacement agency.
“Receivables Financing” means any transaction or series of transactions that may be entered into by Parent, the Issuer or any Subsidiary pursuant to which Parent, the Issuer or any Subsidiary of the Issuer may sell, convey or
otherwise transfer to (a) a Permitted Receivables Financing Subsidiary (in the case of a transfer by Parent, the Issuer or any Subsidiary of the Issuer) or (b) any other Person (in the case of a transfer by a Permitted Receivables Financing Subsidiary), or a Permitted Receivables Financing Subsidiary may grant a security interest in, any Permitted Receivables Financing Assets of Parent, the Issuer or any Subsidiary of the Issuer.
“Refinancing” or “Refinance” shall mean, with respect to any Indebtedness, any other Indebtedness issued as part of a refinancing, extension, renewal, defeasance, discharge, amendment, restatement, modification, supplement, substitution, restructuring, replacement, exchange, refunding or repayment thereof.
“Reinsurance Entity” means TMUS Assurance Corporation, a Hawaii corporation, and any successor thereto.
“Responsible Officer” means, (i) when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee (or any successor group thereto) or any other officer of the Trustee (or any successor group thereto) who customarily performs functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who has responsibility for the administration of the Indenture and (ii) as to any other Person, the chief executive officer, president, chief financial officer, chief accounting officer, treasurer or director of such Person, but in any event, with respect to financial matters, the chief financial officer, chief accounting officer, treasurer or director of such Person. Unless otherwise qualified or the context otherwise requires, all references to a “Responsible Officer” mean a Responsible Officer of the Issuer.
“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and its successors.
“Series Issue Date” means August 5, 2025.
“Significant Subsidiary” means, with respect to any specified Person, any Subsidiary of such Person that as of the end of the most recent fiscal quarter for which financial statements are available, would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date, of such Person.
“Spectrum” means frequencies of electromagnetic spectrum used to provide fixed or mobile communications services as licensed or authorized by the FCC.
“Spectrum Performance Agreement” means the SCI Payment and Performance Undertaking Agreement, dated as of October 27, 2016, between Sprint Communications, Sprint, the other grantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (as amended from time to time).
“Sprint” means Sprint LLC, formerly known as Sprint Corporation.
“Sprint Capital Corporation Indenture” means that certain Indenture, dated as of October 1, 1998, by Sprint Capital Corporation, Sprint and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.), as trustee, as amended, supplemented or otherwise modified from time to time.
“Sprint Communications” means Sprint Communications LLC, formerly known as Sprint Communications, Inc.
“Sprint Towers Transaction Agreements” means (i) the towers transactions agreements entered into prior to the Issue Date by Sprint and its affiliates and (ii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time.
“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities (including repurchase obligations in the event of a breach of representation and warranty) made or provided, and limited recourse guarantees, performance guarantees and servicing obligations undertaken, by the Issuer or any of its Subsidiaries in connection with a Permitted Receivables Financing, a Permitted Spectrum Financing or a Permitted Tower Financing of a character appropriate for the assets being securitized and which have been negotiated at arm’s length with an unaffiliated third party. For the avoidance of doubt, the undertakings included in the Existing Sprint Spectrum Financing Documents (and substantially similar undertakings to the foregoing in any similar arrangements) constitute Standard Securitization Undertakings.
“Subsidiary” means, with respect to any specified Person:
(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and
(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).
“Subsidiary Guarantors” means, collectively, the Guarantors that are Subsidiaries of the Issuer.
“T-Mobile 2013 Indenture” means the Indenture, dated as of April 28, 2013, among the Issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time.
“T-Mobile 2020 Indenture” means the Indenture, dated as of April 9, 2020, among the Issuer, Parent, the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time.
“T-Mobile 2022 Indenture” means the Indenture, dated as of September 15, 2022, among the Issuer, Parent, the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise modified from time to time.
“Tower Obligations” means long-term financial obligations in the amount of the net proceeds received and recognized interest on the obligations pursuant to the Towers Transactions Agreements.
“Towers Transactions Agreements” means the Crown Towers Transaction Agreements, the Phoenix Towers Transaction Agreements and the Sprint Towers Transaction Agreements.
“Wholly-Owned Subsidiary” of any specified Person means a Subsidiary of such Person, all of the outstanding Capital Stock or other ownership interests of which (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by applicable legal requirements) is owned by such Person directly or through one or more Wholly-Owned Subsidiaries of such Person. Except if expressly otherwise specified, Wholly-Owned Subsidiary means a Wholly-Owned Subsidiary of the Issuer.
65
Document
EXHIBIT 10.30
Execution Version
GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION AGREEMENT dated as of December 31, 2025, by TMPR License LLC, a Delaware limited liability company (the “Additional Guarantor”), in favor of Spectrum License Holder LLC (“License Holder I”), Sprint Spectrum License Holder II LLC (“License Holder II”), Sprint Spectrum License Holder III LLC (“License Holder III” and, together with License Holder I and License Holder II, “Lessors” and each, a “Lessor”) under that certain Intra-Company Spectrum Lease Agreement dated October 27, 2016 by and among Lessor, the Guarantors party thereto, Sprint Spectrum Intermediate HoldCo LLC and Sprint Communications, Inc. (as amended from time to time, the “Lease Agreement”).
Pursuant to Section 14 of the Lease Agreement, the Additional Guarantor hereby agrees to become a “Guarantor” for all purposes of the Lease Agreement. Without limiting the foregoing, the Additional Guarantor hereby:
(a) jointly and severally with the other Guarantors, guarantees to Lessors and their respective successors and assigns the prompt payment in full when due of any and all Guaranteed Obligations (as defined in the Lease Agreement) in the same manner and to the same extent as is provided in the Lease Agreement as if such Additional Guarantor were an original party thereto; and
(b) makes the representations and warranties as of the date hereof, and agrees to perform the covenants set forth in, Section 10 of the Lease Agreement with respect to itself and its obligations under this Guarantee Assumption Agreement.
This Guarantee Assumption Agreement shall be governed by, enforced and construed in accordance with, the laws of the State of New York without regard to conflict of laws principles.
[remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Guarantee Assumption Agreement to be duly executed and delivered as of the day and year first above written.
TMPR LICENSE LLC
By: /s/ Johannes Thorsteinsson Name: Johannes Thorsteinsson Title: Senior Vice President, Treasury & Treasurer
[Guarantee Assumption Agreement]
Accepted and agreed:
SPRINT SPECTRUM LICENSE HOLDER LLC SPRINT SPECTRUM LICENSE HOLDER II LLC SPRINT SPECTRUM LICENSE HOLDER III LLC
By: /s/ Broady Hodder Name: Broady Hodder Title: Senior Vice President, Governance, Strategy and Integrity & Secretary
[Guarantee Assumption Agreement]
Document
EXHIBIT 10.45
T-MOBILE US, INC.
ANNUAL INCENTIVE AWARD NOTICE
2023 INCENTIVE AWARD PLAN
T-Mobile US, Inc., a Delaware corporation (the “Company”), has granted you an Annual Incentive Award pursuant to Section 7.1 of the Company’s 2023 Incentive Award Plan, as amended from time to time (the “Plan”). The Annual Incentive Award is subject to all the terms and conditions set forth in this Award Notice (the “Award Notice”), the terms and conditions of the Company’s Annual Short-Term Incentive Program (the “Program”), Appendix A (attached), Appendix B (attached), and the Plan, which are attached or available as provided below and incorporated into the Award Notice in their entirety.
| Participant:1 | |
|---|---|
| Performance Period: | January 1, 2025 through December 31, 2025 |
| Target Bonus: |
Vesting Schedule: Subject to the terms and conditions of the Plan and the Program and except as otherwise provided in Appendix B, the bonus amount payable under this Annual Incentive Award will depend upon achievement of certain performance goals and will be determined in accordance with the Performance Matrix attached hereto as Appendix A (the “Performance Matrix”). Except as otherwise provided in Appendix B, upon your Separation from Service (as such term is defined in the Plan) for any reason during the Performance Period, this Annual Incentive Award immediately will be canceled without payment of any consideration to you.
Acceptance/Entire Agreement: The Award Notice, Appendix A, Appendix B, the Program, and the Plan set forth the entire understanding between you and the Company regarding this Annual Incentive Award and supersede all prior oral and written agreements on the subject. Acceptance of this Annual Incentive Award constitutes acceptance of all of the terms and conditions of the Award Notice, Appendix A, Appendix B, the Program and the Plan.
| Incorporated Documents:<br>1. 2023 Incentive Award Plan<br>2. Appendix A<br><br>3. Appendix B <br>4. Program Summary |
|---|
1 NTD: for individual executive officer with employment agreement/offer letter/term sheet, this notice will be updated to reference and conform to the terms such agreement.
| |
APPENDIX A
Performance Matrix
APPENDIX A - 1
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APPENDIX B
Separation from Service and Change in Control
1. Impact of Separation from Service; Change in Control
If you have a Separation from Service during the Performance Period set forth in the Award Notice, then the Annual Incentive Award shall become earned and vested or be canceled depending on the reason for Separation from Service as follows.
(a) Death or Disability. If you have a Separation from Service prior to the last day of the applicable Performance Period due to death or Disability, you will be eligible to receive an amount equal to the Annual Incentive Award payment (determined at target performance). Any Annual Incentive Award payment determined under this paragraph (a) will be paid as soon as practicable (but not more than sixty (60) days) after your Separation from Service.
(b) Workforce Reduction or Divestiture. If you have a Separation from Service as a result of a Workforce Reduction or Divestiture, then you will be eligible to receive an amount equal to (i) the Annual Incentive Award payment (determined as though you had remained employed through the last day of the applicable Performance Period), multiplied by (ii) the Pro-Rata Fraction. Any Annual Incentive Award payment determined under this paragraph (b) will be paid at the same time as other Annual Incentive Award payments for the applicable Performance Period are made. Notwithstanding anything to the contrary herein, you will not be eligible to receive any Annual Incentive Award payment under this paragraph (b) unless you execute all documents required under the applicable Company severance program or otherwise, including without limitation, any required release of claims, within the applicable time frames set forth in such documents or as prescribed by the Company. In the event you fail to execute all required documents in a timely fashion, if any portion of the Annual Incentive Award payment has been earned or paid to you after the Separation from Service but before your failure to execute all required documents, you covenant and agree that you will have no right, title or interest in such amount earned or paid and that you will cause such amount to be returned immediately to the Company upon notice.
(c) Change in Control. Notwithstanding anything in the Award Notice or the Program to the contrary, but subject to Section 8.3(b) of the Plan, if (i) a Change in Control occurs and (ii) on or after the Change in Control and on or before the first anniversary of the Change in Control either (A) you have a Separation from Service by action of the Company or your employing Subsidiary for any reason other than Cause (excluding due to your death or Disability) or (B) you have a Separation from Service for Good Reason, then the Annual Incentive Award shall become immediately earned and vested as of the date of such Separation from Service at the greater of (1) target or (2) the actual level of performance under Appendix A determined as if the Performance Period had ended as of the date determined in accordance with Section 8.3(b) of the Plan.
APPENDIX B - 1
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(d) Any other Separation from Service. Upon your Separation from Service for any reason during the Performance Period other than the reasons set forth in paragraphs (a) through (c) above, the Annual Incentive Award immediately will be canceled without payment of any consideration to you.
2. Definitions
For purposes of the Annual Incentive Award, the following terms shall have the following meanings. Unless otherwise defined in this Appendix B, capitalized terms used herein shall have the meaning assigned to such terms in the Plan.
“Cause” shall be defined as that term is defined in your offer letter or other applicable employment agreement; or, if there is no such definition, “Cause” means any one or more of the following: (i) your gross neglect or willful material breach of your principal employment responsibilities or duties to the Company or any of its Subsidiaries; (ii) a final judicial adjudication that you are guilty of any felony (other than a law, rule or regulation relating to a traffic violation or other similar offense that has no material adverse effect on the Company or any of its Subsidiaries); (iii) your breach of any non-competition or confidentiality covenant between you and the Company or any Subsidiary; (iv) fraudulent conduct as determined by a court of competent jurisdiction in the course of your employment with the Company or any of its Subsidiaries; or (v) the material breach by you of any other obligation which continues uncured for a period of 30 days after notice thereof by the Company or any of its Subsidiaries.
“Divestiture” means a Separation from Service as the result of a divestiture or sale of a business unit as determined by your employer based on the personnel records of the Company and its Subsidiaries.
“Good Reason” shall be defined as that term is defined in your offer letter or other applicable employment agreement; or, if there is no such definition, “Good Reason” means the occurrence of any of the following events without your consent, provided that you have complied with the Good Reason Process: (i) a material diminution in your responsibilities, authorities or duties to the Company or any of its Subsidiaries; (ii) a material diminution in your base salary except for across-the-board salary reductions based on the Company and its Subsidiaries’ financial performance similarly affecting all or substantially all management employees of the Company and its Subsidiaries; or (iii) the relocation of the office at which you were principally employed immediately prior to a Change in Control to a location more than fifty (50) miles from the location of such office, or your being required to be based anywhere other than such office, except to the extent you were not previously assigned to a principal location and except for required travel on business to an extent substantially consistent with your business travel obligations at the time of the Change in Control.
APPENDIX B - 2
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“Good Reason Process” means that (i) you reasonably determine in good faith that a Good Reason condition has occurred; (ii) you notify the Company and its Subsidiaries in writing of the occurrence of the Good Reason condition within 60 days of such occurrence; (iii) you cooperate in good faith with the Company and its Subsidiaries’ efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and (v) you have a Separation from Service within 60 days after the end of the Cure Period. If the Company or its Subsidiaries cures the Good Reason condition during the Cure Period, and you have a Separation from Service due to such condition (notwithstanding its cure), then you will not be deemed to have had a Separation from Service for Good Reason.
“Performance Period” has the meaning set forth in the Award Notice.
“Pro Rata Fraction” means a fraction, the numerator of which is the number of days that have elapsed in the applicable Performance Period through your Separation from Service and the denominator of which is the number of days in the Performance Period.
“Workforce Reduction” means your Separation from Service as a result of a reduction in force, realignment or similar measure as determined by your employer and (i) you are officially notified in writing of such Separation from Service due to a workforce reduction and eligibility for the Company’s severance program under which you are covered, or (ii) if not covered by a Company severance program, you are notified in writing by an authorized officer of the Company or any Subsidiary that the Separation from Service is as a result of such action.
APPENDIX B - 3
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PROGRAM SUMMARY
T-MOBILE US, INC.
2023 INCENTIVE AWARD PLAN
ANNUAL SHORT-TERM INCENTIVE PROGRAM
PURPOSE AND ELIGIBILITY
The primary purpose of Annual Incentive Awards is to enhance the Company’s ability to motivate its executive officers to expend maximum efforts to achieve and over-perform on critical financial, operational, and strategic goals established by the Compensation Committee of the Company’s Board of Directors or such other committee of the Company’s Board of Directors, as may be applicable from time to time (the “Committee”).
Executive officers are eligible to receive Annual Incentive Awards. The Committee will reevaluate and select participants in the T-Mobile US, Inc. Annual Short-Term Incentive Program (the “Program”) on an annual basis.
ESTABLISHMENT OF PERFORMANCE GOALS
Performance periods under the Program will be the period with respect to which an Annual Incentive Award is calculated and, if applicable, paid. The Committee will establish in writing, the performance measures or goals (the “Performance Goals”) for each performance period (including, without limitation, the manner for calculating achievement against such Performance Goals). If more than one Performance Goal applies for a performance period, the Committee will establish the relative weighting of the Performance Goals, as the Committee deems appropriate.
ESTABLISHMENT OF TARGET BONUS AND PAYOUT FORMULA
The Committee will establish the target bonus for each participant in the Program and the formula or payout matrix (the “Payout Formula”) to determine the amount of cash compensation that may be paid to a participant under an Annual Incentive Award for the applicable performance period.
The target bonus may be (but is not required to be) expressed as a percentage of the participant’s base salary. The Payout Formula may provide for an Annual Incentive Award payment that is greater than or less than the participant’s target bonus (i.e., a maximum payment and a threshold payment), depending on the extent to which the Performance Goals are attained during the applicable performance period. Notwithstanding anything to the contrary herein, the maximum amount payable under any participant’s Annual Incentive Award in any calendar year will not exceed $25,000,000.
CERTIFICATION
At the conclusion of a performance period and prior to making any Annual Incentive Award payments for a performance period, the Committee will certify in writing (which may be by approval of the Committee minutes in which the certification is made) the extent to which the Performance Goals applicable for the performance period were achieved or exceeded, the final amount payable to each participant under the participant’s Annual Incentive Award, and any other material terms. Except as otherwise provided in the award notice evidencing a participant’s Annual Incentive Award, the amount of the Annual Incentive Award payment for each participant will be determined by applying the Payout Formula based on the level of actual performance certified by the Committee. Notwithstanding anything to the contrary herein, the Committee, in its sole discretion, may eliminate or reduce the Annual Incentive Award payment that otherwise would be payable under the Payout Formula to any participant.
PAYMENT TIMING
Except as otherwise provided in the award notice evidencing a participant’s Annual Incentive Award, the Company will distribute amounts payable to participants in the Program as soon as practicable following the determination and written certification of the final Annual Incentive Award payments for the applicable performance period, but in no event later than March 15 of the calendar year immediately following the calendar year that includes the last day of the applicable performance period. Notwithstanding the foregoing sentence and subject to Section 10.6 of the Plan, if an Annual Incentive Award provides deferred compensation subject to Section 409A, amounts payable with respect to the Annual Incentive Award will be paid at the same time and in the same form as provided under the terms and conditions governing such award.
SEPARATION FROM SERVICE
Except as otherwise provided in the award notice evidencing a participant’s Annual Incentive Award, if a participant in the Program has a Separation from Service prior to the last day of the applicable performance period for any reason, the participant’s Annual Incentive Award will be immediately canceled as of the date of such Separation from Service without payment of any consideration to the participant.
ADMINISTRATION
The Program will be administered by the Committee. The interpretation and construction by the Committee of any provision of the Plan, the Program, any Annual Incentive Award, or any award notice evidencing an Annual Incentive Award will be final, conclusive and binding.
| The foregoing is intended only as a summary of the Program and is subject to and qualified by reference to the Plan. The award notice evidencing your Annual Incentive Award, any appendices attached thereto, the terms and conditions of the Program, and the Plan set forth the terms and conditions of your Annual Incentive Award. Except as otherwise expressly defined herein, capitalized terms will have the meanings assigned to such terms under the Plan. |
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Document
EXHIBIT 10.49
| T-MOBILE US, INC.<br><br>2023 INCENTIVE AWARD PLAN |
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RESTRICTED STOCK UNIT GRANT NOTICE
(TIME-VESTING, SECTION 16 OFFICER – ANNUAL AWARD)
T-Mobile US, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the T-Mobile US, Inc. 2023 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
| Participant: | [____] |
|---|---|
| Grant Date: | [____] |
| Number of RSUs: | [____] |
| Vesting Schedule: |
(a)One-third (1/3rd) of the RSUs granted hereby shall vest on each of the first three (3) anniversaries of the Grant Date (each, a “Vesting Date”), subject to Participant’s continued status as a Service Provider through the applicable Vesting Date.
(b)Notwithstanding the foregoing:
(i)If Participant incurs a Termination of Service due to Participant’s death or Disability, any then-unvested RSUs shall vest upon such Termination of Service.
(ii)If Participant incurs a Termination of Service as a result of a Workforce Reduction, a Divestiture or a Qualifying Termination, any then-unvested RSUs otherwise scheduled to become vested upon the next scheduled Vesting Date shall vest upon such Termination of Service; provided, however, that Participant will not be eligible to receive any vesting of the RSUs under this subsection (b)(ii) unless Participant executes and, if applicable, does not revoke all documents required under the applicable Company severance program or otherwise, including without limitation any required release of claims, within the applicable time frames set forth in such documents or as prescribed by the Company (which, in either case, shall be no later than sixty (60) days following the date of such Termination of Service). In the event Participant fails to execute all required documents in a timely fashion, then if any RSUs have vested or been paid to Participant after the Termination of Service but before Participant’s failure to execute all required documents, Participant covenants and agrees that Participant will have no right, title or interest in such amount vested or paid and that Participant will cause such amount to be returned immediately to the Company upon notice.
[Alternative for Srinivasan Gopalan to replace Sections (i) and (ii) above: (i) If Participant incurs a Termination of Service (other than as provided in subsection (b)(ii) below) either (1) by the Company or its Affiliates for any reason other than Cause, (2) by Participant with Good Reason, (3) due to a Qualifying Retirement or (4) due to Participant’s death or Disability, then, in any case, subject to and conditioned upon
(iii)Subject to the provisions of Article VIII of the Plan, if (A) a Change in Control is consummated and (B) upon the consummation of the Change in Control or at any time during the one (1)-year period thereafter, Participant incurs a Termination of Service (1) by the Company or its Affiliates for any reason other than Cause (excluding due to Participant’s death or Disability) or (2) by Participant for Good Reason, then, in either case, any then-unvested RSUs shall vest as of such Termination of Service.
Definitions: For purposes of this Grant Notice and the Agreement, the following terms shall have the following meanings:
(i)“Cause” means “Cause” (or any term of similar effect) as defined in Participant’s offer letter or other applicable employment or service agreement with the Company or any of its Affiliates or, if there is no such agreement or such agreement does not contain a definition of Cause (or term of similar effect), then “Cause” shall mean any one or more of the following: (A) Participant’s gross neglect or willful material breach of Participant’s principal employment responsibilities; (B) a final judicial adjudication that Participant is guilty of any felony (other than a law, rule or regulation relating to a traffic violation or other similar offense that has no material, adverse effect on the Company, Deutsche Telekom AG or their respective Affiliates); (C) Participant’s breach of any written non-competition, non-solicitation or confidentiality covenant between Participant and the Company or any Affiliate of the Company (other than a de minimis breach); (D) fraudulent conduct in the course of Participant’s employment with the Company as determined by a court of competent jurisdiction; (E) Participant’s unlawful discrimination, harassment, or retaliation, assault or other violent act toward any employee or third party, or other act or omission, in each case that in the reasonable and good faith view of the Board constitutes a material breach of the Company’s or one of its Affiliate’s written policies or Code of Conduct; or (F) Participant’s material breach of any other obligation which, if reasonably curable, continues uncured for a period of thirty (30) days after notice thereof by the Company or any of its Affiliates and which is demonstrably injurious to the Company or an Affiliate thereof. Notwithstanding the foregoing, no cure period shall be required under the foregoing clause (F) if the breach is a recurrence of conduct that was the subject of a prior notice under such clause (F) for which a thirty (30)-day cure period was given. For purposes of the foregoing clause (F), the term “obligation” refers to the Company’s (and its Affiliates’) policies and directives and is not intended to refer to performance expectations such as goals set forth in bonus plans or performance evaluations. [Alternative for Peter Osvaldik to replace the “Cause” definitions above: “Cause” has the meaning set forth in Participant’s Term Sheet.]
(ii)“Divestiture” means a Termination of Service as the result of a divestiture or sale of a business unit as determined by Participant’s employer based on the personnel records of the Company and its Affiliates.
(iii)“Good Reason” means “Good Reason” (or any term of similar effect) as defined in Participant’s offer letter or other applicable employment or service agreement with the Company or any of its Affiliates or, if there is no such agreement or such agreement does not contain a definition of Good Reason (or term of similar effect), then “Good Reason” shall mean the occurrence of any of the following events without Participant’s consent, provided that (x) Participant notifies the Company not more than ninety (90) days after its initial occurrence, (b) the Company does not cure such occurrence within thirty (30) days after receipt of such notice and (c) Participant’s employment with the Company terminates within sixty (60) days after the end of the Company’s cure period: (A) a material reduction in Participant’s base salary, annual target short-term incentive award opportunity or annual target long-term incentive opportunity, except for across-the-board salary reductions based on the Company’s and its Affiliates’ financial performance similarly affecting all or substantially all management employees of the Company and its Affiliates; or (B) the relocation of the office at which Participant is principally employed to a location more than fifty (50) miles from the location of such office, or Participant being required to be based anywhere other than such office, except for required travel on business. [Alternative for Peter Osvaldik to replace the “Good Reason” definitions above: “Good Reason” has the meaning set forth in Participant’s Term Sheet.]
(iv)“Qualifying Termination” means Participant’s Termination of Service (A) by the Company without Cause or (B) by Participant for Good Reason.
(v)“Workforce Reduction” means Participant’s Termination of Service as a result of a reduction in force, realignment or similar measure as determined by Participant’s employer and (i) Participant is officially notified in writing of such Termination of Service due to a workforce reduction and eligibility for the Company’s severance program under which Participant is covered, or (ii) if not covered by a Company severance program, Participant is notified in writing by an authorized officer of the Company or any Affiliates that the Termination of Service is as a result of such action.
[Alternative for Srinivasan Gopalan to replace the definitions above;
(c)Notwithstanding anything to the contrary in the Plan, for purposes of the Grant Notice and the Agreement, the term “Affiliates” shall have the meaning set forth in the Plan; provided, that “Affiliates” shall exclude Deutsche Telekom AG and its Affiliates (other than the Company and its Subsidiaries) for all purposes.]
Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within ninety (90) days after the Agreement is presented to Participant for review. If Participant fails to accept the RSUs within such ninety (90)-day period, the Company may, in its sole discretion, rescind the RSUs in their entirety. By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
EXHIBIT A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
ARTICLE I. GENERAL
1.1Award of RSUs. The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, unless it is expressly specified in this Agreement or the Grant Notice that the specific provision of the Plan will not apply. For clarity, the foregoing sentence shall not limit the applicability of any additive language contained in this Agreement which provides supplemental or additional terms not inconsistent with the Plan.
1.3Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
ARTICLE II. VESTING; FORFEITURE AND SETTLEMENT
2.1Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Except as otherwise set forth in the Grant Notice, the Plan or this Agreement, and unless the Administrator otherwise determines, in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service, if any) and Participant shall have no further right to or interest in such cancelled and forfeited RSUs.
2.2Settlement.
2.2.1RSUs that vest will be paid in Shares as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than the earlier of (i) ninety (90) days following the date on which the applicable RSU vests or (ii) March 15th of the calendar year immediately following the calendar year in which the applicable RSU vests; provided, that if Participant elects to defer settlement of vested RSUs pursuant to Section 2.2.3, each vested RSU shall be settled in accordance with such deferral. Notwithstanding the foregoing, if the vesting of an RSU is subject to execution of a release of claims, and such release of claims may be executed and/or revoked in a calendar year following the calendar year in which the payment event occurs, the payment shall be made in the second such calendar year to the extent necessary to comply with Section 409A.
2.2.2Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law or an applicable provision of the Plan until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided, that the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
2.2.3Subject to Section 10.6 of the Plan, Participant may elect to defer delivery of the Shares payable upon vesting of the RSUs in accordance with the terms and conditions set forth in the Company’s Non-Qualified Deferred Compensation Plan (as amended and restated effective as of January 1, 2014 and as may be further amended from time to time), any successor plan or any other deferred compensation arrangement. [Alternative for Srinivasan Gopalan: Section 2.2.3 is deleted.]
ARTICLE III. TAXATION AND TAX WITHHOLDING
3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the RSUs and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its Affiliates or their respective agents.
3.2Tax Withholding.
(a)Subject to Section 3.2(b) below and Section 9.5 of the Plan, the Company will have the authority and the right to deduct or withhold, or require Participant to remit to the Company, an amount sufficient to satisfy all federal, state, local and foreign taxes required by Applicable Law to be withheld in connection with the vesting or settlement of the RSUs or any other taxable event related to the RSUs, including, without limitation, the authority to deduct such amounts from other compensation payable to Participant by the Company.
(b)Unless the Company otherwise determines, the Company shall withhold, or cause to be withheld, in satisfaction of any applicable withholding tax obligations and in accordance with Section 9.5 of the Plan, a number of Shares otherwise issuable upon settlement of the RSUs having a fair market value not exceeding the aggregate amount of such withholding tax liabilities based on the minimum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.
(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Affiliate takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its Affiliates do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.
ARTICLE IV. COVENANTS
4.1Restrictive Covenants. Participant has previously entered into a Restrictive Covenant and Confidentiality Agreement (or similarly titled document) (the “Restrictive Covenant Agreement”). The vesting of the RSUs and Participant’s receipt of benefits hereunder is specifically conditioned on Participant’s continued compliance with the Restrictive Covenant Agreement except for the Covenant Not to Compete (as defined therein) in the Restrictive Covenant Agreement. To the extent allowed by and consistent with Applicable Law and any applicable limitations period, if the Company determines at any time that Participant has materially breached the Restrictive Covenant Agreement (excluding the Covenant Not to Compete), then in addition to the remedies available under the Restrictive Covenant Agreement, the Company will be entitled to (i) cause any then-unvested RSUs to be immediately canceled without any payment of consideration therefor by the Company and (ii) recover from Participant in its sole discretion some or all of the Shares (or proceeds received by Participant from such Shares) paid to Participant upon settlement of the RSUs pursuant to this Agreement. Participant recognizes that if Participant materially breaches the Restrictive Covenant Agreement (excluding the Covenant Not to Compete), the losses to the Company and/or its Affiliates may amount to the full value of any Shares paid to Participant upon settlement of the RSUs pursuant to this Agreement.
4.2Covenant Not to Compete. Participant agrees that, during the term of Participant’s employment with the Company and its Affiliates (and their respective predecessors) and for a period of one year immediately following the termination of such employment, Participant shall not either directly or indirectly, with or without compensation: (a) engage in, provide, offer to provide, or assist anyone in providing, services to or for a business, entity or individual that is substantially the same as or similar to the Company’s Business (as defined in the Restrictive Covenant Agreement) or that competes with the Company’s Business, directly or indirectly, in the geographic areas where the Company and/or its Affiliates provide services; or (b) compete with the Company, its Affiliates or its dealers within the geographic areas where such entities provide or are permitted to provide services. Participant understands that the noncompetition obligations in this paragraph shall not apply unless at the time this Agreement is executed, or at a later date, Participant’s annualized earnings meet or exceed the minimum amount required by the Revised Code of Washington 49.62. Participant agrees that the noncompetition obligation contained in this Section 4.2, if not enforceable at the time this Agreement is entered into, may nevertheless become enforceable in the future due to changes in Participant’s compensation.
ARTICLE V. OTHER PROVISIONS
5.1Adjustments. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
5.2Clawback. The RSUs and the Shares issuable hereunder shall be subject to any clawback or recoupment policy in effect on the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including, without limitation, the Company’s Amended and Restated Executive Incentive Compensation Recoupment Policy.
5.3Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Head of Stock Compensation at the Company’s principal office or the Head of Stock Compensation’s then-current email address or facsimile
number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
5.4Dispute Resolution Procedure. Any and all claims and disputes regarding and/or arising out of or related to the RSUs, the Grant Notice, the Plan, or this Agreement shall be resolved under any Mutual Agreement to Arbitrate or other applicable arbitration agreement (“Arbitration Agreement”) between Company and Participant, if such an agreement exists. However, nothing herein shall be construed to reduce or eliminate the deference to the Plan Administrator that would otherwise be required prior to, or as part of a claim in court, procedurally or substantively.
5.5Venue. If there is no Arbitration Agreement between Company and Participant or such Arbitration Agreement is inapplicable, any legal or equitable action or any proceeding arising directly, indirectly, or otherwise in connection with, out of, related to or from the Grant Notice or this Agreement, or any provision thereof or hereof, shall exclusively be filed and adjudicated in King County, Washington and no other venue.
5.6Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
5.7Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
5.8Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
5.9Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. To the extent permitted by the Plan, the Grant Notice and this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall materially and adversely affect the RSUs without the written consent of Participant.
5.10Severability. If any portion of the Grant Notice or this Agreement or any action taken under the Grant Notice or this Agreement, in any case is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Grant Notice and/or this Agreement (as applicable), and the Grant Notice and/or this Agreement (as applicable) will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.
5.11Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
5.12Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or its Affiliate or interferes with or restricts in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant.
5.13Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
5.14Governing Law. The Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware; provided, that the provisions of Article V of this Agreement shall be governed by and construed in accordance with the laws of the State of Washington for employees employed in the State of Washington.
5.15Section 409A.
5.15.1This Agreement shall be interpreted in accordance with the requirements of Section 409A. Notwithstanding any provision of this Agreement, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, provided, however, that this Section 5.15 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any payment window spans two calendar years, Participant shall have no discretion over or ability to control the actual year in which payment is made.
5.15.2Notwithstanding anything to the contrary in this Agreement, no amounts that constitute “non-qualified deferred compensation” (within the meaning of Section 409A) shall be paid to Participant under this Agreement during the six (6)-month period following Participant’s “separation from service” to the extent that the Administrator determines that Participant is a “specified employee” (each within the meaning of Section 409A) at the time of such separation from service and that paying such
amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to Participant in a lump-sum all amounts that would have otherwise been payable to Participant during such six (6)-month period under this Agreement.
5.16Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
* * * * *
Document
EXHIBIT 10.50
| T-MOBILE US, INC.<br><br>2023 INCENTIVE AWARD PLAN |
|---|
RESTRICTED STOCK UNIT GRANT NOTICE
(PERFORMANCE-VESTING, SECTION 16 OFFICER – ANNUAL AWARD, STOCK-SETTLED)
T-Mobile US, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the T-Mobile US, Inc. 2023 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
| Participant: | [____] |
|---|---|
| Grant Date: | [____] |
| Number of RSUs (at target): | [____] |
| Vesting Schedule: |
(a) Subject to subsection (b) below, and further subject to and conditioned upon Participant’s continued status as a Service Provider through the Vesting Date, a number of RSUs equal to the Performance-Adjusted Units (as defined and determined in accordance with Exhibit B attached hereto) shall vest on the third (3rd) anniversary of the Grant Date (the “Vesting Date”).
(b) Notwithstanding the foregoing:
(i)If Participant incurs a Termination of Service prior to the Vesting Date due to Participant’s death or Disability, any then-unvested RSUs shall vest (based on the target level of performance, as determined in accordance with Exhibit B attached hereto) upon such Termination of Service.
(ii)If Participant incurs a Termination of Service prior to the Vesting Date as a result of a Workforce Reduction, a Divestiture or a Qualifying Termination, then (A) the number of Performance-Adjusted Units shall be determined (in accordance with Exhibit B attached hereto) as soon as administratively practicable following the last day of the Performance Period, (B) a number of RSUs equal to the product of such Performance-Adjusted Units multiplied by the Pro Rata Fraction shall become earned and vested and (C) any remaining unearned RSUs shall be canceled and forfeited effective as of the last day of the Performance Period; provided, however, that Participant will not be eligible to receive any vesting of the RSUs under this subsection (b)(ii) unless Participant executes and, if applicable, does not revoke all documents required under the applicable Company severance program or otherwise, including without limitation any required release of claims, within the applicable time frames set forth in such documents or as prescribed by the Company (which, in either case, shall be no later than sixty (60) days following the date of such Termination of Service). In the event Participant fails to execute all required documents in a timely fashion, then if any RSUs have vested or been
paid to Participant after the Termination of Service but before Participant’s failure to execute all required documents, Participant covenants and agrees that Participant will have no right, title or interest in such amount vested or paid and that Participant will cause such amount to be returned immediately to the Company upon notice.
(iii)Subject to the provisions of Article VIII of the Plan, if (A) a Change in Control is consummated and (B) upon the consummation of the Change in Control or at any time during the one (1)-year period thereafter, Participant incurs a Termination of Service (1) by the Company or its Affiliates for any reason other than Cause (excluding due to Participant’s death or Disability) or (2) by Participant for Good Reason, then, in either case, any then-unvested RSUs shall become immediately earned and vested as of the date of such Termination of Service at the greater of (x) the target level of performance or (y) the actual level of performance under Exhibit B determined as if the Performance Period had ended as of the last trading day immediately preceding the Change in Control.
(iv) Notwithstanding any other provision in this Agreement to the contrary, if (A) a Change in Control occurs prior to the end of the Performance Period, (B) the RSUs granted hereby are assumed, converted or replaced by the resulting entity in the Change in Control and (C) Participant’s status as a Service Provider continues through the end of the Performance Period, then the number of RSUs granted hereby that will be earned with respect to such Performance Period shall not be less than the number of RSUs that would be earned based on the target level of performance (as determined in accordance with Exhibit B attached hereto).
[For Mr. Gopalan only: replace the sub-provisions above with the following:
(i)If Participant incurs a Termination of Service prior to the Vesting Date (other than as provided in subsection (b)(ii) below) either (1) by the Company or its Affiliates for any reason other than Cause, (2) by Participant for Good Reason, (3) due to a Qualifying Retirement or (4) due to Participant’s death or Disability, then, in any case, subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution and non-revocation of the Release (each such capitalized term as defined in Participant’s Employment Agreement with the Company, effective November 1, 2025, as amended from time to time, or any successor agreement (the “Employment Agreement”)) that becomes fully effective within the time frame set forth in the Employment Agreement, the RSUs shall remain outstanding and a number of RSUs equal to the Performance-Adjusted Units shall vest on the Vesting Date (or, if later, on the Release Effective Date (as defined in the Employment Agreement)).
(ii)Notwithstanding any other provision in this Agreement to the contrary, if (A) a Change in Control occurs prior to the end of the Performance Period, (B) the RSUs granted hereby are assumed, converted or replaced by the resulting entity in the Change in Control and (C) Participant’s status as a Service Provider continues through the end of the Performance Period, then the number of RSUs granted hereby that will be earned with respect to such Performance Period shall not be less than the number of RSUs that would be earned based on the target level of performance (as determined in accordance with Exhibit B attached hereto).]
Definitions: For purposes of this Grant Notice and the Agreement, the following terms shall have the following meanings:
(i)“Cause” means “Cause” (or any term of similar effect) as defined in Participant’s offer letter or other applicable employment or service agreement with the Company or any of its Affiliates or, if there is no such agreement or such agreement does not contain a definition of Cause (or term of similar effect), then “Cause” shall mean any
one or more of the following: (A) Participant’s gross neglect or willful material breach of Participant’s principal employment responsibilities; (B) a final judicial adjudication that Participant is guilty of any felony (other than a law, rule or regulation relating to a traffic violation or other similar offense that has no material, adverse effect on the Company, Deutsche Telekom AG or their respective Affiliates); (C) Participant’s breach of any written non-competition, non-solicitation or confidentiality covenant between Participant and the Company or any Affiliate of the Company (other than a de minimis breach); (D) fraudulent conduct in the course of Participant’s employment with the Company as determined by a court of competent jurisdiction; (E) Participant’s unlawful discrimination, harassment, or retaliation, assault or other violent act toward any employee or third party, or other act or omission, in each case that in the reasonable and good faith view of the Board constitutes a material breach of the Company’s or one of its Affiliate’s written policies or Code of Conduct; or (F) Participant’s material breach of any other obligation which, if reasonably curable, continues uncured for a period of thirty (30) days after notice thereof by the Company or any of its Affiliates and which is demonstrably injurious to the Company or an Affiliate thereof. Notwithstanding the foregoing, no cure period shall be required under the foregoing clause (F) if the breach is a recurrence of conduct that was the subject of a prior notice under such clause (F) for which a thirty (30)-day cure period was given. For purposes of the foregoing clause (F), the term “obligation” refers to the Company’s (and its Affiliates’) policies and directives and is not intended to refer to performance expectations such as goals set forth in bonus plans or performance evaluations.
(ii)“Divestiture” means a Termination of Service as the result of a divestiture or sale of a business unit as determined by Participant’s employer based on the personnel records of the Company and its Affiliates.
(iii)“Good Reason” means “Good Reason” (or any term of similar effect) as defined in Participant’s offer letter or other applicable employment or service agreement with the Company or any of its Affiliates or, if there is no such agreement or such agreement does not contain a definition of Good Reason (or term of similar effect), then “Good Reason” shall mean the occurrence of any of the following events without Participant’s consent, provided that (x) Participant notifies the Company not more than ninety (90) days after its initial occurrence, (b) the Company does not cure such occurrence within thirty (30) days after receipt of such notice and (c) Participant’s employment with the Company terminates within sixty (60) days after the end of the Company’s cure period: (A) a material reduction in Participant’s base salary, annual target short-term incentive award opportunity or annual target long-term incentive opportunity, except for across-the-board salary reductions based on the Company’s and its Affiliates’ financial performance similarly affecting all or substantially all management employees of the Company and its Affiliates; or (B) the relocation of the office at which Participant is principally employed to a location more than fifty (50) miles from the location of such office, or Participant being required to be based anywhere other than such office, except for required travel on business.
(iv)“Performance Period” means the period beginning February 15, 2025 and ending on the third (3rd) anniversary thereof.
(v)“Pro Rata Fraction” means a fraction, the numerator of which is the number of days from the Grant Date through the date of Participant’s Termination of Service and the denominator of which is the number of days from the Grant Date through the last day of the Performance Period.
(vi)“Qualifying Termination” means Participant’s Termination of Service (A) by the Company without Cause or (B) by Participant for Good Reason.
(vii)“Workforce Reduction” means Participant’s Termination of Service as a result of a reduction in force, realignment or similar measure as determined by Participant’s employer and (i) Participant is officially notified in writing of such Termination of Service due to a workforce reduction and eligibility for the Company’s severance program under which Participant is covered, or (ii) if not covered by a Company severance program, Participant is notified in writing by an authorized officer of the Company or any Affiliates that the Termination of Service is as a result of such action.
[For Mr. Gopalan only: replace the sub-provisions above with the following definitions:
“Affiliates” notwithstanding anything to the contrary in the Plan, shall have the meaning set forth in the Plan; provided, that “Affiliates” shall exclude Deutsche Telekom AG and its Affiliates (other than the Company and its Subsidiaries) for all purposes.
“Performance Period” means the period beginning February 15, 2025 and ending on the third (3rd) anniversary thereof.]
Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within ninety (90) days after the Agreement is presented to Participant for review. If Participant fails to accept the RSUs within such ninety (90)-day period, the Company may, in its sole discretion, rescind the RSUs in their entirety. By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
EXHIBIT A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
ARTICLE I.
GENERAL
1.1Award of RSUs. The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, unless it is expressly specified in this Agreement or the Grant Notice that the specific provision of the Plan will not apply. For clarity, the foregoing sentence shall not limit the applicability of any additive language contained in this Agreement which provides supplemental or additional terms not inconsistent with the Plan.
1.3Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
ARTICLE II. VESTING; FORFEITURE AND SETTLEMENT
2.1Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice. Except as otherwise set forth in the Grant Notice, the Plan or this Agreement, and unless the Administrator otherwise determines, in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service, if any) and Participant shall have no further right to or interest in such cancelled and forfeited RSUs.
2.2Settlement.
(a)RSUs that vest will be paid in Shares as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than the earlier of (i) ninety (90) days following the date on which the applicable RSU vests or (ii) March 15th of the calendar year immediately following the calendar year in which the vesting date occurs; provided, that if Participant elects to defer settlement of vested RSUs pursuant to Section 2.2(c), each vested RSU shall be settled in accordance with such deferral. Notwithstanding the foregoing, if the vesting of an RSU is subject to execution of a release of claims, and such release of claims may be executed and/or revoked in a calendar year following the calendar year in which the payment event occurs, the payment shall be made in the second such calendar year to the extent necessary to comply with Section 409A.
(b)Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law or an applicable provision of the Plan until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided, that the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
(c)Subject to Section 10.6 of the Plan, Participant may elect to defer delivery of the Shares payable upon vesting of the RSUs in accordance with the terms and conditions set forth in the Company’s Non-Qualified Deferred Compensation Plan (as amended and restated effective as of January 1, 2014 and as may be further amended from time to time), any successor plan or any other deferred compensation arrangement. [For Gopalan only: this sub-provision is omitted in its entirety.]
ARTICLE III. TAXATION AND TAX WITHHOLDING
3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the RSUs and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its Affiliates or their respective agents.
3.2Tax Withholding.
(a)Subject to Section 3.2(b) below and Section 9.5 of the Plan, the Company will have the authority and the right to deduct or withhold, or require Participant to remit to the Company, an amount sufficient to satisfy all federal, state, local and foreign taxes required by Applicable Law to be withheld in connection with the vesting or settlement of the RSUs or any other taxable event related to the RSUs, including, without limitation, the authority to deduct such amounts from other compensation payable to Participant by the Company.
(b)Unless the Company otherwise determines, the Company shall withhold, or cause to be withheld, in satisfaction of any applicable withholding tax obligations and in accordance with Section 9.5 of the Plan, a number of Shares otherwise issuable upon settlement of the RSUs having a fair market value not exceeding the aggregate amount of such withholding tax liabilities based on the minimum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income.
(c)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Affiliate takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its Affiliates do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.
ARTICLE IV.
COVENANTS
4.1Restrictive Covenants. Participant has previously entered into a Restrictive Covenant and Confidentiality Agreement (or similarly titled document) (the “Restrictive Covenant Agreement”). The
vesting of the RSUs and Participant’s receipt of benefits hereunder is specifically conditioned on Participant’s continued compliance with the Restrictive Covenant Agreement except for the Covenant Not to Compete (as defined therein) in the Restrictive Covenant Agreement. To the extent allowed by and consistent with Applicable Law and any applicable limitations period, if the Company determines at any time that Participant has materially breached the Restrictive Covenant Agreement (excluding the Covenant Not to Compete), then in addition to the remedies available under the Restrictive Covenant Agreement, the Company will be entitled to (i) cause any then-unvested RSUs to be immediately canceled without any payment of consideration therefor by the Company and (ii) recover from Participant in its sole discretion some or all of the Shares (or proceeds received by Participant from such Shares) paid to Participant upon settlement of the RSUs pursuant to this Agreement. Participant recognizes that if Participant materially breaches the Restrictive Covenant Agreement (excluding the Covenant Not to Compete), the losses to the Company and/or its Affiliates may amount to the full value of any Shares paid to Participant upon settlement of the RSUs pursuant to this Agreement.
4.2Covenant Not to Compete. Participant agrees that, during the term of Participant’s employment with the Company and its Affiliates (and their respective predecessors) and for a period of one year immediately following the termination of such employment, Participant shall not either directly or indirectly, with or without compensation: (a) engage in, provide, offer to provide, or assist anyone in providing, services to or for a business, entity or individual that is substantially the same as or similar to the Company’s Business (as defined in the Restrictive Covenant Agreement) or that competes with the Company’s Business, directly or indirectly, in the geographic areas where the Company and/or its Affiliates provide services; or (b) compete with the Company, its Affiliates or its dealers within the geographic areas where such entities provide or are permitted to provide services. Participant understands that the noncompetition obligations in this paragraph shall not apply unless at the time this Agreement is executed, or at a later date, Participant’s annualized earnings meet or exceed the minimum amount required by the Revised Code of Washington 49.62. Participant agrees that the noncompetition obligation contained in this Section 4.2, if not enforceable at the time this Agreement is entered into, may nevertheless become enforceable in the future due to changes in Participant’s compensation.
ARTICLE V.
OTHER PROVISIONS
5.1Adjustments. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
5.2Clawback. The RSUs and the Shares issuable hereunder shall be subject to any clawback or recoupment policy in effect on the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including, without limitation, the Company’s Amended and Restated Executive Incentive Compensation Recoupment Policy.
5.3Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Head of Stock Compensation at the Company’s principal office or the Head of Stock Compensation’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when
sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
5.4Dispute Resolution Procedure. Any and all claims and disputes regarding and/or arising out of or related to the RSUs, the Grant Notice, the Plan, or this Agreement shall be resolved under any Mutual Agreement to Arbitrate or other applicable arbitration agreement (“Arbitration Agreement”) between Company and Participant, if such an agreement exists. However, nothing herein shall be construed to reduce or eliminate the deference to the Plan Administrator that would otherwise be required prior to, or as part of a claim in court, procedurally or substantively.
5.5Venue. If there is no Arbitration Agreement between Company and Participant or such Arbitration Agreement is inapplicable, any legal or equitable action or any proceeding arising directly, indirectly, or otherwise in connection with, out of, related to or from the Grant Notice or this Agreement, or any provision thereof or hereof, shall exclusively be filed and adjudicated in King County, Washington and no other venue.
5.6Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
5.7Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
5.8Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
5.9Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. To the extent permitted by the Plan, the Grant Notice and this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall materially and adversely affect the RSUs without the written consent of Participant.
5.10Severability. If any portion of the Grant Notice or this Agreement or any action taken under the Grant Notice or this Agreement, in any case is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Grant Notice and/or this Agreement (as applicable), and the Grant Notice and/or this Agreement (as applicable) will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.
5.11Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
5.12Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or its Affiliate or interferes with or restricts in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant.
5.13Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
5.14Governing Law. The Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware; provided, that the provisions of Article IV of this Agreement shall be governed by and construed in accordance with the laws of the State of Washington for employees employed in the State of Washington.
5.15Section 409A.
(a)This Agreement shall be interpreted in accordance with the requirements of Section 409A. Notwithstanding any provision of this Agreement, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, provided, however, that this Section 5.15 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any payment window spans two calendar years, Participant shall have no discretion over or ability to control the actual year in which payment is made.
(b) Notwithstanding anything to the contrary in this Agreement, no amounts that constitute “non-qualified deferred compensation” (within the meaning of Section 409A) shall be paid to Participant under this Agreement during the six (6)-month period following Participant’s “separation from service” to the extent that the Administrator determines that Participant is a “specified employee” (each within the meaning of Section 409A) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to Participant in a lump-sum all amounts that would have otherwise been payable to Participant during such six (6)-month period under this Agreement.
5.16Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
* * * * *
EXHIBIT B
PERFORMANCE-VESTING CONDITIONS
Document
EXHIBIT 10.51
| T-MOBILE US, INC.<br><br>2023 INCENTIVE AWARD PLAN |
|---|
RESTRICTED STOCK UNIT GRANT NOTICE
(PERFORMANCE-VESTING, SECTION 16 OFFICER – ANNUAL AWARD, CASH-SETTLED)
T-Mobile US, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the T-Mobile US, Inc. 2023 Incentive Award Plan (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
| Participant: | [____] |
|---|---|
| Grant Date: | [____] |
| Number of RSUs (at target): | [____] |
| Vesting Schedule: |
(a) Subject to subsection (b) below, and further subject to and conditioned upon Participant’s continued status as a Service Provider through the Vesting Date, a number of RSUs equal to the Performance-Adjusted Units (as defined and determined in accordance with Exhibit B attached hereto) shall vest on the third (3rd) anniversary of the Grant Date (the “Vesting Date”).
(b) Notwithstanding the foregoing:
(i)If Participant incurs a Termination of Service prior to the Vesting Date due to Participant’s death or Disability, any then-unvested RSUs shall vest (based on the target level of performance, as determined in accordance with Exhibit B attached hereto) upon such Termination of Service.
(ii)If Participant incurs a Termination of Service prior to the Vesting Date as a result of a Workforce Reduction, a Divestiture or a Qualifying Termination, then (A) the number of Performance-Adjusted Units shall be determined (in accordance with Exhibit B attached hereto) as soon as administratively practicable following the last day of the Performance Period, (B) a number of RSUs equal to the product of such Performance-Adjusted Units multiplied by the Pro Rata Fraction shall become earned and vested and (C) any remaining unearned RSUs shall be canceled and forfeited effective as of the last day of the Performance Period; provided, however, that Participant will not be eligible to receive any vesting of the RSUs under this subsection (b)(ii) unless Participant executes and, if applicable, does not revoke all documents required under the applicable Company severance program or otherwise, including without limitation any required release of claims, within the applicable time frames set forth in such documents or as prescribed by the Company (which, in either case, shall be no later than sixty (60) days following the date of such Termination of Service). In the event Participant fails to execute all required documents in a timely fashion, then if any RSUs have vested or been paid to Participant after the Termination of Service but before Participant’s failure to execute all required documents, Participant covenants and agrees that Participant will
have no right, title or interest in such amount vested or paid and that Participant will cause such amount to be returned immediately to the Company upon notice.
(iii)Subject to the provisions of Article VIII of the Plan, if (A) a Change in Control is consummated and (B) upon the consummation of the Change in Control or at any time during the one (1)-year period thereafter, Participant incurs a Termination of Service (1) by the Company or its Affiliates for any reason other than Cause (excluding due to Participant’s death or Disability) or (2) by Participant for Good Reason, then, in either case, any then-unvested RSUs shall become immediately earned and vested as of the date of such Termination of Service at the greater of (x) the target level of performance or (y) the actual level of performance under Exhibit B determined as if the Performance Period had ended as of the last trading day immediately preceding the Change in Control.
(iv) Notwithstanding any other provision in this Agreement to the contrary, if (A) a Change in Control occurs prior to the end of the Performance Period, (B) the RSUs granted hereby are assumed, converted or replaced by the resulting entity in the Change in Control and (C) Participant’s status as a Service Provider continues through the end of the Performance Period, then the number of RSUs granted hereby that will be earned with respect to such Performance Period shall not be less than the number of RSUs that would be earned based on the target level of performance (as determined in accordance with Exhibit B attached hereto).
[For Mr. Gopalan only: the sub-provisions above are replaced with the following sub-provisions in their entirety;
(i)If Participant incurs a Termination of Service prior to the Vesting Date (other than as provided in subsection (b)(ii) below) either (1) by the Company or its Affiliates for any reason other than Cause, (2) by Participant for Good Reason, (3) due to a Qualifying Retirement or (4) due to Participant’s death or Disability, then, in any case, subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution and non-revocation of the Release (each such capitalized term as defined in Participant’s Employment Agreement with the Company, effective November 1, 2025, as amended from time to time, or any successor agreement (the “Employment Agreement”)) that becomes fully effective within the time frame set forth in the Employment Agreement, the RSUs shall remain outstanding and a number of RSUs equal to the Performance-Adjusted Units shall vest on the Vesting Date (or, if later, on the Release Effective Date (as defined in the Employment Agreement)).
(ii)Notwithstanding any other provision in this Agreement to the contrary, if (A) a Change in Control occurs prior to the end of the Performance Period, (B) the RSUs granted hereby are assumed, converted or replaced by the resulting entity in the Change in Control and (C) Participant’s status as a Service Provider continues through the end of the Performance Period, then the number of RSUs granted hereby that will be earned with respect to such Performance Period shall not be less than the number of RSUs that would be earned based on the target level of performance (as determined in accordance with Exhibit B attached hereto).]
Definitions: For purposes of this Grant Notice and the Agreement, the following terms shall have the following meanings:
(i)“Cause” means “Cause” (or any term of similar effect) as defined in Participant’s offer letter or other applicable employment or service agreement with the Company or any of its Affiliates or, if there is no such agreement or such agreement does not contain a definition of Cause (or term of similar effect), then “Cause” shall mean any one or more of the following: (A) Participant’s gross neglect or willful material breach of
(ii)“Divestiture” means a Termination of Service as the result of a divestiture or sale of a business unit as determined by Participant’s employer based on the personnel records of the Company and its Affiliates.
(iii)“Good Reason” means “Good Reason” (or any term of similar effect) as defined in Participant’s offer letter or other applicable employment or service agreement with the Company or any of its Affiliates or, if there is no such agreement or such agreement does not contain a definition of Good Reason (or term of similar effect), then “Good Reason” shall mean the occurrence of any of the following events without Participant’s consent, provided that (x) Participant notifies the Company not more than ninety (90) days after its initial occurrence, (b) the Company does not cure such occurrence within thirty (30) days after receipt of such notice and (c) Participant’s employment with the Company terminates within sixty (60) days after the end of the Company’s cure period: (A) a material reduction in Participant’s base salary, annual target short-term incentive award opportunity or annual target long-term incentive opportunity, except for across-the-board salary reductions based on the Company’s and its Affiliates’ financial performance similarly affecting all or substantially all management employees of the Company and its Affiliates; or (B) the relocation of the office at which Participant is principally employed to a location more than fifty (50) miles from the location of such office, or Participant being required to be based anywhere other than such office, except for required travel on business.
(iv)“Performance Period” means the period beginning January 1, 2025 and ending on December 31, 2027.
(v)“Pro Rata Fraction” means a fraction, the numerator of which is the number of days from the Grant Date through the date of Participant’s Termination of
Service and the denominator of which is the number of days from the Grant Date through the Vesting Date.
(vi)“Qualifying Termination” means Participant’s Termination of Service (A) by the Company without Cause or (B) by Participant for Good Reason.
(vii)“Workforce Reduction” means Participant’s Termination of Service as a result of a reduction in force, realignment or similar measure as determined by Participant’s employer and (i) Participant is officially notified in writing of such Termination of Service due to a workforce reduction and eligibility for the Company’s severance program under which Participant is covered, or (ii) if not covered by a Company severance program, Participant is notified in writing by an authorized officer of the Company or any Affiliates that the Termination of Service is as a result of such action.
[For Mr. Gopalan only: the definitions above are replaced in their entirety by the definitions below:
“Affiliates” notwithstanding anything to the contrary in the Plan, shall have the meaning set forth in the Plan; provided, that “Affiliates” shall exclude Deutsche Telekom AG and its Affiliates (other than the Company and its Subsidiaries) for all purposes.
“Performance Period” means the period beginning January 1, 2025 and ending on December 31, 2027.]
Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within ninety (90) days after the Agreement is presented to Participant for review. If Participant fails to accept the RSUs within such ninety (90)-day period, the Company may, in its sole discretion, rescind the RSUs in their entirety. By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
EXHIBIT A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
ARTICLE I. GENERAL
1.1Award of RSUs. The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive an amount in cash equal to the Fair Market Value of one Share, as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control, unless it is expressly specified in this Agreement or the Grant Notice that the specific provision of the Plan will not apply. For clarity, the foregoing sentence shall not limit the applicability of any additive language contained in this Agreement which provides supplemental or additional terms not inconsistent with the Plan.
1.3Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
ARTICLE II.
VESTING; FORFEITURE AND SETTLEMENT
2.1Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice. Except as otherwise set forth in the Grant Notice, the Plan or this Agreement, and unless the Administrator otherwise determines, in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service, if any) and Participant shall have no further right to or interest in such cancelled and forfeited RSUs.
2.2Settlement.
(a)RSUs that vest will be paid in cash as soon as administratively practicable after the vesting of the applicable RSU, but in no event later than the earlier of (i) ninety (90) days following the date on which the applicable RSU vests or (ii) March 15th of the calendar year immediately following the calendar year in which the vesting date occurs; provided, that if Participant elects to defer settlement of vested RSUs pursuant to Section 2.2(c), each vested RSU shall be settled in accordance with such deferral. Notwithstanding the foregoing, if the vesting of an RSU is subject to execution of a release of claims, and such release of claims may be executed and/or revoked in a calendar year following the calendar year in which the payment event occurs, the payment shall be made in the second such calendar year to the extent necessary to comply with Section 409A.
(b)Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law or an applicable provision of the Plan until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided, that the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
(c)Subject to Section 10.6 of the Plan, Participant may elect to defer delivery of the cash payable upon vesting of the RSUs in accordance with the terms and conditions set forth in the Company’s Non-Qualified Deferred Compensation Plan (as amended and restated effective as of January 1, 2014 and as may be further amended from time to time), any successor plan or any other deferred compensation arrangement. [For Mr. Gopalan only: this sub-provision is deleted in its entirety.]
ARTICLE III.
TAXATION AND TAX WITHHOLDING
3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the RSUs and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its Affiliates or their respective agents.
3.2Tax Withholding.
(a)The Company shall withhold or cause to be withheld, from the amounts payable to Participant under this Agreement, and/or from the Participant’s wages or other cash compensation paid by the Company or any Affiliate thereof, all applicable foreign, federal, state and/or local taxes as are required to be withheld pursuant to applicable law or regulation.
(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Affiliate takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or payment of the RSUs. The Company and its Affiliates do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.
ARTICLE IV. COVENANTS
4.1Restrictive Covenants. Participant has previously entered into a Restrictive Covenant and Confidentiality Agreement (or similarly titled document) (the “Restrictive Covenant Agreement”). The vesting of the RSUs and Participant’s receipt of benefits hereunder is specifically conditioned on Participant’s continued compliance with the Restrictive Covenant Agreement except for the Covenant Not to Compete (as defined therein) in the Restrictive Covenant Agreement. To the extent allowed by and consistent with Applicable Law and any applicable limitations period, if the Company determines at any time that Participant has materially breached the Restrictive Covenant Agreement (excluding the Covenant Not to Compete), then in addition to the remedies available under the Restrictive Covenant Agreement, the Company will be entitled to (i) cause any then-unvested RSUs to be immediately canceled without any payment of consideration therefor by the Company and (ii) recover from Participant in its sole discretion some or all of the cash paid to Participant upon settlement of the RSUs pursuant to
this Agreement. Participant recognizes that if Participant materially breaches the Restrictive Covenant Agreement (excluding the Covenant Not to Compete), the losses to the Company and/or its Affiliates may amount to the full amount of any cash paid to Participant upon settlement of the RSUs pursuant to this Agreement.
4.2Covenant Not to Compete. Participant agrees that, during the term of Participant’s employment with the Company and its Affiliates (and their respective predecessors) and for a period of one year immediately following the termination of such employment, Participant shall not either directly or indirectly, with or without compensation: (a) engage in, provide, offer to provide, or assist anyone in providing, services to or for a business, entity or individual that is substantially the same as or similar to the Company’s Business (as defined in the Restrictive Covenant Agreement) or that competes with the Company’s Business, directly or indirectly, in the geographic areas where the Company and/or its Affiliates provide services; or (b) compete with the Company, its Affiliates or its dealers within the geographic areas where such entities provide or are permitted to provide services. Participant understands that the noncompetition obligations in this paragraph shall not apply unless at the time this Agreement is executed, or at a later date, Participant’s annualized earnings meet or exceed the minimum amount required by the Revised Code of Washington 49.62. Participant agrees that the noncompetition obligation contained in this Section 4.2, if not enforceable at the time this Agreement is entered into, may nevertheless become enforceable in the future due to changes in Participant’s compensation.
ARTICLE V. OTHER PROVISIONS
5.1Adjustments. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
5.2Clawback. The RSUs and the Shares issuable hereunder shall be subject to any clawback or recoupment policy in effect on the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including, without limitation, the Company’s Amended and Restated Executive Incentive Compensation Recoupment Policy.
5.3Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Head of Stock Compensation at the Company’s principal office or the Head of Stock Compensation’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
5.4Dispute Resolution Procedure. Any and all claims and disputes regarding and/or arising out of or related to the RSUs, the Grant Notice, the Plan, or this Agreement shall be resolved under any Mutual Agreement to Arbitrate or other applicable arbitration agreement (“Arbitration Agreement”) between Company and Participant, if such an agreement exists. However, nothing herein shall be
construed to reduce or eliminate the deference to the Plan Administrator that would otherwise be required prior to, or as part of a claim in court, procedurally or substantively.
5.5Venue. If there is no Arbitration Agreement between Company and Participant or such Arbitration Agreement is inapplicable, any legal or equitable action or any proceeding arising directly, indirectly, or otherwise in connection with, out of, related to or from the Grant Notice or this Agreement, or any provision thereof or hereof, shall exclusively be filed and adjudicated in King County, Washington and no other venue.
5.6Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
5.7Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
5.8Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
5.9Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. To the extent permitted by the Plan, the Grant Notice and this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall materially and adversely affect the RSUs without the written consent of Participant.
5.10Severability. If any portion of the Grant Notice or this Agreement or any action taken under the Grant Notice or this Agreement, in any case is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Grant Notice and/or this Agreement (as applicable), and the Grant Notice and/or this Agreement (as applicable) will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.
5.11Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with
respect to the RSUs, and rights no greater than the right to receive cash as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
5.12Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or its Affiliate or interferes with or restricts in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant.
5.13Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
5.14Governing Law. The Grant Notice and this Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware; provided, that the provisions of Article IV of this Agreement shall be governed by and construed in accordance with the laws of the State of Washington for employees employed in the State of Washington.
5.15Section 409A.
(a)This Agreement shall be interpreted in accordance with the requirements of Section 409A. Notwithstanding any provision of this Agreement, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, provided, however, that this Section 5.15 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any payment window spans two calendar years, Participant shall have no discretion over or ability to control the actual year in which payment is made.
(b) Notwithstanding anything to the contrary in this Agreement, no amounts that constitute “non-qualified deferred compensation” (within the meaning of Section 409A) shall be paid to Participant under this Agreement during the six (6)-month period following Participant’s “separation from service” to the extent that the Administrator determines that Participant is a “specified employee” (each within the meaning of Section 409A) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to Participant in a lump-sum all amounts that would have otherwise been payable to Participant during such six (6)-month period under this Agreement.
5.16Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
* * * * *
EXHIBIT B
PERFORMANCE-VESTING CONDITIONS
Document
EXHIBIT 10.68
T-MOBILE US, INC.
COMPENSATION TERM SHEET
FOR
JONATHAN A. FREIER
This Compensation Term Sheet (the “Term Sheet”) between Jonathan A. Freier (“you”) and T-Mobile US, Inc. (the “Company”), effective as of December 8, 2025 (the “Effective Date”), confirms our understanding and agreement about your role and certain compensation opportunities with the Company following the Effective Date.
Term Your employment with the Company under this Term Sheet is “at will” and is 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 Term Sheet, 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 Chief Operating Officer of the Company. You will have such duties and authority as are commensurate with your position and you will perform such duties commensurate with such position as your supervisor may from time to time assign. You will continue to devote your full professional time, attention and energies to the business of the Company. Notwithstanding the foregoing, provided it does not interfere with your obligations to the Company, you may (a) with the prior approval of the Company’s Chief Executive Officer, serve as a director or trustee, or in a similar capacity, in connection with service to for profit and not-for-profit entities, including industry associations, that do not compete, directly or indirectly, with the Company and its affiliates and (b) manage your personal investments. Your position will continue to be based in Bellevue, WA.
Compensation During the Term, your compensation will be as follows:
Salary:
•You will receive an annual base salary (the “Base Salary”) of no less than $950,000 (pro-rated for any partial year of employment), payable in accordance with the Company’s standard payroll practices (but no less often than monthly). In addition, commencing with the first payroll period for each calendar year commencing during the Term (commencing with calendar year 2026), your Base Salary shall be increased by the Compensation Committee of the Board or a Subcommittee thereof (in either case, the “Committee”) as follows: (i) for calendar year 2026, the Base Salary shall be increased to
$1,000,000; (ii) for calendar year 2027, the Base Salary shall be increased to the greater of (x) the Base Salary in effect for the immediately preceding calendar year and (y) the 50th percentile of the then-current annual base salary for the second most highly compensated executive officer role (excluding Chief Executive Officers, Chief Financial Officers and, if applicable, Executive Chairs) (such second most highly compensated executive officer roles, “Peer Officers”) in the Company’s then-current peer group utilized by the Committee for executive compensation decisions (as determined by the Committee) (the “Peer Group”); and (iii) for calendar year 2028 and each subsequent calendar year, the Base Salary shall be increased to the greater of (x) the Base Salary in effect for the immediately preceding calendar year and (y) the 60th percentile of the then-current annual base salary for Peer Officers in the Company’s then-current Peer Group (in each case, subject to your continued employment through the date of the applicable increase and with Peer Group base salaries measured as of January 1st of the applicable calendar year and rounded up to the nearest hundred thousand dollars).
Short-Term Incentive (“STI”):
•For each calendar year commencing after the Effective Date during the Term, your annual STI target award opportunity (the “Target STI”) will be no less than 200% of your eligible annual earnings for the applicable calendar year.
•STI awards will continue be based on the achievement of Company goals (and, as applicable, individual performance) as determined by the Committee that are no less favorable than those applicable to the STI awards granted to the Company’s other executive-level employees.
Long-Term Incentive (“LTI”):
•For each calendar year commencing after the Effective Date during the Term (for clarity, commencing with calendar year 2026), you will receive annual LTI awards with an aggregate target grant-date value (the “Target LTI”) of no less than $9,000,000. Without limiting the foregoing, your Target LTI shall be increased by the Committee as follows: (i) effective for annual LTI grants made during calendar year 2027, the Target LTI shall be increased to the greater of (x) the Target LTI in effect for the prior calendar year and (y) the 50th percentile of the then-current target grant date value of annual equity incentive awards for Peer Officers in the Company’s then-current Peer Group; and (ii) effective for annual LTI grants made during calendar year 2028 and each subsequent calendar year, the Target LTI shall be increased to the greater of (x) the Target LTI in effect for the prior
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calendar year and (y) the 60th percentile of the then-current target grant date value of annual equity incentive awards for Peer Officers in the Company’s then-current Peer Group (in each case, subject to your continued employment with the Company through the applicable grant date and with Peer Group target grant date annual equity incentive award values rounded up to the nearest hundred thousand dollars).
•LTI awards will continue to be made in such form and on such terms as the Committee may determine that are no less favorable than those applicable to the LTI awards granted to the Company’s other executive-level employees (excluding, for clarity, any such terms relating to the accelerated vesting of such awards on qualifying terminations of employment). 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 the foregoing, no LTI awards will be granted to you during the period commencing on the date on which either you or the Company provides notice of the termination of your employment for any reason and ending on the date on which your employment terminates; provided, however, that such notice shall not be deemed to have been given any earlier than ninety (90) days prior to the date on which your employment terminates.
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 (each such term as defined in Attachment A). 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 (g) 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)
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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 (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 (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;
(f) During the period commencing on the Termination Date and ending on the earlier of the end of the eighteenth (18th) full calendar
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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); and
(g) Continued eligibility, following the Termination Date, for the Company’s employee mobile service discount program, in accordance with the terms of such program as in effect from time to time following the Termination Date.
As a condition to your receipt of any severance payments and benefits described above (collectively, the “Severance Benefits”), (i) you must execute and deliver to the Company a release of all claims substantially in the form attached hereto as Attachment B (as may be updated by the Company to the extent necessary to reflect changes in law, 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).
During the Term, and notwithstanding anything to the contrary in any other plan, program or arrangements maintained by the Company, you will not be eligible to participate in any other severance program or policy maintained by the Company in which you are, immediately prior to the commencement of the Term, or would otherwise be during the Term, eligible to participate; provided, however, that, during the Term, (i) you will remain eligible, under the severance program or policy maintained by the Company for its other executive-level officers in effect at the time of your termination of employment with the Company (the “Severance Policy”) (and subject to the terms and conditions of such Severance Policy), for Company-subsidized group medical and dental coverage
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under Section 4980B of the Code and Company-paid outplacement services (and, for clarity, not for any other payments or benefits under the Severance Policy) (the benefits in this clause (i), the “COBRA/Outplacement Benefits”), (ii) you will remain eligible to participate in the Executive Continuity Plan and (iii) your STI and LTI awards will remain eligible to vest on an accelerated basis in connection with a Change in Control (as defined in the Plan, or any successor plan) (including, for the avoidance of doubt, in connection with a termination of your employment by the Company without Cause or by you for Good Reason in connection with a Change in Control) pursuant to the Plan and your STI and LTI award agreements (the benefits in this clause (iii), the “CIC STI/LTI Award Acceleration”), subject to the following paragraph.
If your employment terminates during the Term in a manner that results in your receipt of the Severance Benefits and, in connection with such termination of employment, you are also eligible to receive severance payments and benefits under the Executive Continuity Plan, the Severance Policy (solely with respect to the COBRA/Outplacement Benefits), and the CIC STI/LTI Award Acceleration (together, the “CIC Benefits”), then (subject to your satisfaction of any applicable conditions to the receipt thereof) the Company will provide you with either the Severance Benefits or the CIC Benefits (whichever have a greater aggregate value to you, as determined by the Company in consultation with you). For example, if you are eligible for CIC Benefits in connection with a termination of employment following a Change in Control under the Executive Continuity Plan, the Severance Policy (solely with respect to the COBRA/Outplacement Benefits), the Plan and your STI and LTI award agreements (as applicable), and the aggregate value of such CIC Benefits is greater than the aggregate value of the Severance Benefits that you would be eligible to receive under this Term Sheet (as determined by the Company), then you would be eligible to receive the CIC Benefits instead of the Severance Benefits under this Term Sheet.
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
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(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.
Qualifying
Retirement You may voluntarily terminate your employment upon written notice to the Company (the “Retirement Notice”), effective as of the fifth (5th) anniversary of the Effective Date (the “Retirement Date”); provided that the Retirement Notice (i) must be given at least twelve (12) months prior to the Retirement Date and (ii) cannot be given any earlier than January 1 of the calendar year preceding the calendar year in which the Retirement Date occurs (a voluntary termination that satisfies all of the conditions in this sentence, a “Qualifying Retirement”). Notwithstanding the foregoing, following the Company’s receipt of a Retirement Notice from you, the Company may, in its discretion, accelerate the date of the your Qualifying Retirement (such that the Termination Date occurs earlier than the Retirement Date on such date as determined by the Company in its discretion) upon written notice to you setting forth your Termination Date (a “Company Retirement Acceleration”). The parties hereto acknowledge and agree that if a Company Retirement Acceleration occurs, your termination of employment pursuant to such Company Retirement Acceleration shall constitute a Qualifying Retirement for purposes of this Term Sheet and shall not constitute a termination by the Company with or without Cause or a resignation by you with or without Good Reason. For the avoidance of doubt, nothing in this section prohibits the Company from terminating your employment with Cause or you from resigning without Good Reason, in either case, after the date on which the Retirement Notice is delivered to the Company, and any such termination or resignation shall not constitute a “Company Retirement Acceleration” hereunder.
If your employment is terminated due to a Qualifying Retirement, then, subject to the satisfaction of the requirements described in the paragraph immediately following subsection (b) below, you will receive the following payments and benefits (collectively, the “Retirement Benefits”):
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(a)The payments and benefits set forth under subsections (a) through (g) under the section of this Term Sheet entitled “Severance”, payable to you at such times and in such manner as set forth in this Term Sheet; provided, however, that subsections (d) and (e) under the section entitled “Severance” of this Term Sheet shall only apply to LTI awards granted prior to the Effective Date and that remain outstanding as of the Termination Date; and
(b)Each LTI award that was granted on or after the Effective Date and that is outstanding as of the Termination Date shall continue to vest and be paid to you in accordance with the terms of the applicable award agreement(s).
As a condition to your receipt of the Retirement Benefits, (i) you 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) you must continue to comply with the terms and conditions of the Restrictive Covenant Agreement.
If your employment terminates during the Term in a manner that results in your receipt of the Retirement Benefits and, in connection with such termination of employment, you are also eligible to receive the CIC Benefits, then (subject to your satisfaction of any applicable conditions to the receipt thereof) the Company will provide you with either the Retirement Benefits or the CIC Benefits (whichever have a greater aggregate value to you, as determined by the Company in consultation with you). For example, if you are eligible for CIC Benefits in connection with a termination of employment following a Change in Control under the Executive Continuity Plan, the Severance Policy (solely with respect to the COBRA/Outplacement Benefits), the Plan and your STI and LTI award agreements (as applicable), and the aggregate value of such CIC Benefits is greater than the aggregate value of the Retirement Benefits that you would be eligible to receive under this Term Sheet (as determined by the Company), then you would be eligible to receive the CIC Benefits instead of the Retirement Benefits under this Term Sheet.
Code Sections The payments and benefits described in this Term Sheet are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). See Attachment C, which is hereby incorporated into this Term Sheet, for additional details. In addition, you acknowledge and agree that the payments and benefits described in this Term Sheet (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment D, which is hereby incorporated into this Term Sheet.
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Successors This Term Sheet is personal to you and, without the prior written consent of the Company, shall not be assignable by you other than by will or the laws of descent and distribution. This Term Sheet shall inure to the benefit of and be binding upon the Company and its successors and assigns.
Withholding All compensation and other benefits payable to or on behalf of you pursuant to this Term Sheet shall be subject to such deductions and withholdings as may be agreed to by you or required by applicable law, rule or regulation or Company policy.
Clawback You acknowledge and agree that any incentive compensation provided by the Company to you under this Term Sheet or otherwise may be subject to recovery by the Company under and in accordance with any Company clawback or recoupment policy in effect on the Effective Date or as may be adopted or maintained by the Company following the Effective Date, including the Company’s Amended and Restated Executive Incentive Compensation Recoupment Policy as adopted October 2, 2023, as amended from time to time (or any successor policy thereto).
Covenants You acknowledge and agree that you have previously entered into a T-Mobile US, Inc. Restrictive Covenant, Intellectual Property Ownership and Assignment, and Confidentiality Agreement with the Company (the “Restrictive Covenant Agreement”), a copy of which is attached hereto as Attachment E, and you agree to continue to be bound by and comply with 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; (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); (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; and (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.
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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 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.
Dispute Resolution Except for any claims (i) arising out of, or relating to, your Restrictive Covenant Agreement, and/or any other written and fully executed agreements to which you and the Company or an affiliate thereof are parties that expressly provide for a different dispute resolution mechanism, or (ii) as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration thereof, any controversy, claim or dispute arising out of or relating to this Term Sheet or your employment with the Company or termination thereof, either during the existence of the employment relationship or afterward, and including, but not limited to, any common law or statutory claims for wrongful discharge, discrimination or unpaid compensation, shall be resolved exclusively by arbitration in King County, Washington, conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association (the “AAA”), with one arbitrator designated in accordance with those rules. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this paragraph shall be construed as precluding either party from bringing an action for injunctive relief or other equitable relief. In any such dispute, the prevailing party shall be entitled to its or his attorneys’ fees and costs, in addition to any other relief that may be awarded. In accordance with the terms of the Restrictive Covenant Agreement, the exclusive venue for claims arising out of, or related to, the Restrictive Covenant Agreement shall be the state and Federal courts of King County, Washington.
Entire Agreement This Term Sheet, along with the Restrictive Covenant Agreement, the Plan, the Executive Continuity Plan, and your STI and LTI award agreements, embody the entire agreement and understanding between the parties with respect to the subject matters hereof (including but not limited to your compensation terms) and supersedes all prior oral and written
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agreements and understandings between the Company and you with respect to the subject matters hereof, and it can only be modified in a fully executed written agreement between you and a duly authorized Company officer. It may be executed by facsimile and in counterparts which, taken together, shall constitute one original. To the extent the provisions of this Term Sheet are inconsistent with the terms of any underlying compensation plan or program, including without limitation any annual performance bonus plan or the Plan, the terms of this Term Sheet shall control. Notwithstanding the foregoing or anything herein to the contrary, to the extent that the Plan or any STI or LTI award agreement provides for more favorable treatment to you of your STI award(s) and/or LTI award(s) than the terms of this Term Sheet, the terms of the Plan or award agreement (as applicable) shall control. For avoidance of doubt, this Term Sheet is not intended to deprive you of any right, entitlement or protection (e.g., indemnification and insurance), in any case, that is not inconsistent with this Term Sheet and that you may have under any other agreement, plan, or policy of the Company applicable to you that may provide more favorable treatment than this Term Sheet, nor is it intended to exclude you from being eligible to receive any employee benefits (provided that such benefits would not result in you receiving a duplication of benefits) that may in the future be broadly provided to similarly-situated employees. Similarly, for avoidance of doubt, this Term Sheet is not intended to relieve you of obligations to the Company or requirements of the Company set forth in any other written agreement, plan, or policy of the Company applicable to you (including, without limitation, the Company’s Amended and Restated Executive Incentive Compensation Recoupment Policy as adopted October 2, 2023, as amended from time to time), unless such obligations or requirements are expressly contrary to a commitment in this Term Sheet.
Governing Law This Term Sheet shall be exclusively governed by and interpreted under the laws of the State of Washington.
Legal Fees The Company shall promptly reimburse you for your legal fees reasonably incurred in connection with this Term Sheet, not to exceed $50,000, upon reasonable documentation.
Please indicate your acceptance of, and agreement to, the terms and conditions outlined above by signing and dating this Term Sheet below.
[Signature page follows]
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Sincerely,
T-MOBILE US, INC.
| By: /s/_______Deeanne King________________ |
|---|
| Deanne King |
| Chief People Officer |
| AGREED and ACCEPTED as of the date below: |
| /s/_____Jonathan A. Freier___________________ |
| Jonathan A. Freier |
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ATTACHMENT A
1.“Cause” shall be defined as any one of the following: (i) your gross neglect or willful material breach of your principal employment responsibilities or duties, (ii) a final judicial adjudication that you are guilty of any felony (other than a law, rule or regulation relating to a traffic violation or other similar offense that has no material, adverse effect on the Company, Deutsche Telekom AG or their respective affiliates), (iii) your breach of the Restrictive Covenant Agreement or any other written non-competition, non-solicitation or confidentiality covenant between you and the Company or any affiliate of the Company (other than a de minimis breach), (iv) fraudulent conduct in the course of your employment with the Company as determined by a court of competent jurisdiction, (v) your unlawful discrimination, harassment, or retaliation, assault or other violent act toward any employee or third party, or other act or omission, in each case that in the reasonable and good faith view of the Board constitutes a material breach of the Company’s written policies or Code of Conduct, or (vi) your material breach of any other obligation to the Company or any of its affiliates which, if reasonably curable, continues uncured for a period of thirty (30) days after notice thereof by the Company or any of its affiliates (and which is demonstrably injurious to the Company or an affiliate thereof). Notwithstanding the foregoing, no cure period shall be required under the foregoing clause (vi) if the breach is a recurrence of conduct that was the subject of a prior notice under such clause (vi) for which a thirty (30)-day cure period was given. For purposes of the foregoing clause (vi), the term “obligation” refers to Company policies and directives and is not intended to refer to performance expectations such as goals set forth in bonus plans or performance evaluations.
2.“Good Reason” shall mean the occurrence of any of the following without your consent, provided that (a) you notify the Company within not more than ninety (90) days after its initial occurrence, (b) the Company does not cure such occurrence within thirty (30) days after receipt of such notice and (c) your employment with the Company terminates within sixty (60) days after the end of the Company’s cure period: (i) a material reduction in your Base Salary, annual Target STI award opportunity or annual Target LTI opportunity, except for across-the-board salary reductions based on the Company’s and subsidiaries’ financial performance similarly affecting all or substantially all management employees of the Company and its affiliates; (ii) the relocation of the office at which you are principally employed to a location more than fifty (50) miles from the location of such office, or you being required to be based anywhere other than such office, except for required travel on business; or (iii) with respect to calendar year 2027 and each subsequent calendar year commencing during the Term (measured as of January 1st of the applicable calendar year), your Base Salary and/or Target LTI opportunity for such calendar year is not equal to (or greater than) the 50th percentile (for calendar year 2027) or 60th percentile (for calendar year 2028 and each subsequent calendar year) of the then-current base salary and/or target long-term incentive opportunity (as applicable) for the second most highly compensated executive officer role (excluding Chief Executive Officers, Chief Financial Officers and, if applicable, Executive Chairs) in the Company’s peer group utilized by the Committee for executive compensation decisions (as determined by the Committee) for such calendar year.
ATTACHMENT B
SEPARATION AGREEMENT1
This Separation Agreement (“Agreement”) is entered into by Jonathan A. Freier (“Employee”) and T-Mobile US, Inc. (“Employer”).
1.SEPARATION DATE. Employee’s last date of employment with Employer is [ ò ] (the “Separation Date”), after which date Employee will claim no further right to employment.
2.EARNED PAYMENTS AND BENEFITS. Employee acknowledges and agrees he has been provided all compensation and benefits to which Employee is or may be entitled by virtue of Employee’s employment with Employer, except as otherwise provided herein and except to the extent that Employee may still be owed salary earned during the last pay period before the Separation Date and accrued unused paid time off. If Employee is enrolled in Employer’s group medical, dental, or vision plan at the time of separation from employment Employee will remain eligible for such coverage through the end of the month in which Employee remains employed with Employer. Eligibility for Employer provided health or dependent care flexible spending account, life and disability, and all other benefit plans cease on the Separation Date. After the Separation Date, Employee may exercise at Employee’s sole expense whatever rights Employee may have to continuation of medical, dental, or vision benefits under Employer’s group plan under COBRA, and any conversion rights under any life or other applicable insurance program. Any amounts Employee may have as a vested account balance under Employer’s 401(k) plan will be handled in accordance with the terms and conditions of such plan. Except as stated in this Agreement, or as required by law, any rights that Employee may have to payments and benefits by virtue of employment with Employer cease on the Separation Date.
3.ADDITIONAL PAYMENT. In consideration of Employee’s waiver and release and covenants under this Agreement, and provided that the period under Section 10 during which Employee is entitled to revoke the release has expired, Employer will provide Employee with the payments and benefits set forth in the section entitled [“Severance”]/[“Death; Disability”]/[“Qualifying Retirement”] in Compensation Term Sheet between Employee and Employer, effective as of ______, 2025 (the “Term Sheet”) from which usual and customary withholdings and deductions other than 401(k) contributions will be subtracted (the aggregate amounts due under such clauses is referred to herein as the “Separation Payments and Benefits”). The Separation Payments and Benefits will be paid at such time(s) as provided in the Term Sheet, provided that Employee has executed and not revoked this Agreement. Employee acknowledges that (a) Employer is not obligated to provide Employee with the Separation Payments and Benefits provided in this Section 3, except under this Agreement, (b) Employer’s obligations set forth in this Agreement provide adequate consideration for Employee’s covenants, waiver, and release in this Agreement, and (c) Employee’s entitlement to earn the Separation Payments and Benefits is conditioned on Employee’s full compliance with this Agreement (including Sections 5, 6, 7, 8, and 14) and any other obligations under other agreements between Employee and the Employer, including without limitation the Restrictive Covenant Agreement (as defined in the Term Sheet) annexed as Attachment E to the Term Sheet. Employee acknowledges and agrees that Employee will be ineligible for rehire at Employer in consideration of receiving payments under this Agreement unless prohibited by law. For purposes of this Agreement, “Affiliate” means any entity currently existing or subsequently organized or formed that directly or indirectly controls, is controlled by, or is under common control with Employer or the entities
1 Subject to updates in applicable law.
who control Employer, whether through the ownership of voting securities, by contract or otherwise, including without limitation Deutsche Telekom AG.
4.WAIVER AND RELEASE. For the purposes of this Agreement, the term “Released Parties” means Employer, its parent(s) (including Deutsche Telekom AG), subsidiaries, and Affiliates, and all of its and their respective companies and its and their present, former, and future successors and assigns, and all of its and their present, former, and future officers, directors, stockholders, employees, agents, trustees, partners, members, and attorneys, in their individual and representative capacities. On behalf of Employee and Employee’s marital community, heirs, executors, administrators, and assigns, Employee expressly waives, releases, and discharges any and all claims, whether known or unknown, against any or all of the Released Parties, to the extent that any acts or omissions related to or connected with such claims occurred or could be alleged to have occurred before the execution of this Agreement (“Released Claims”). Released Claims include claims (including claims to attorneys’ fees), damages, losses, causes of action, and disputes of any kind whatsoever, including without limitation all claims for wages, compensation, employee benefits, and damages arising out of any: contracts, express or implied, including without limitation the Term Sheet; any incentive compensation, bonus, or retention or equity plans; tort; discrimination; wrongful termination; any federal, state, local, or other governmental statute or ordinance, including without limitation Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, as amended (“ADEA”); the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); the Family and Medical Leave Act (“FMLA”); the Americans with Disabilities Act; the Washington Paid Sick Leave Act; RCW 49.46.005 to RCW 49.46.920 and Wash. Admin. Code 296-128-600to 296-128-760; the Washington Family Care Act, RCW 49.12.265 and Wash. Admin. Code 296-130-010 to 296-130-100; the Washington Domestic Violence Leave Act, RCW 49.76.010 to RCW 49.76.900; the Washington Military Family Leave Act; RCW 49.77.010 to RCW 49.77.900; the Washington law concerning leave for certain emergency services personnel, RCW 49.12.460; the Washington Minimum Wage Act, RCW 49.46.005 to 49.46.920; the Washington Industrial Welfare Act, RCW 49.12.005 to 49.12.903; the Washington Law Against Discrimination, RCW 49.60.010 to 49.60.510; the Washington Wage Payment Act and the Wage Rebate Act, RCW 49.48.010 to 49.48.900 and 49.52.010 to 49.52.090; and any other employment and wage and hour laws of the state of Washington and any other applicable state; and any other legal limitation on the employment relationship. Notwithstanding the foregoing, “Released Claims” do not include claims for breach or enforcement of this Agreement, claims that arise after the execution of this Agreement, claims to vested benefits under ERISA, unemployment compensation claims, claims for indemnification and rights to coverage under Employer’s director and officer policies to the extent provided to you as of the Separation Date, claims to the Separation Payments and Benefits, or any other claims that may not be released under this Agreement in accordance with applicable law. Employee agrees to cooperate fully with Employer and its agents in seeking any governmental or judicial approval of the terms of this Agreement in order to ensure that it is fully enforceable as written, to the extent such approval becomes necessary. Employee further represents and warrants that Employee has no present or past claim against Employer alleging any violation of the FMLA and/or the FLSA.
Employee expressly understands and acknowledges that it is possible that unknown claims (including claims for attorneys’ fees), damages, losses, causes of action, or disputes exist or may have been underestimated in amount or severity. Employee expressly accepts and assumes the risk of such unknown or underestimated claims, damages, losses, causes of action, and disputes and acknowledges and agrees that the benefits to be provided to Employee pursuant to this Agreement fully compensate Employee for such risks.
5.COVENANT NOT TO SUE. Employee represents and warrants that Employee has not filed any litigation based on any Released Claims. Employee covenants and promises never to file, press, or join in any lawsuit based on any Released Claim and agrees that any such claim, if filed by Employee, will be dismissed, except that this covenant and promise does not apply to any claim of Employee challenging the validity of this Agreement in connection with claims arising under the ADEA and/or the Older Workers’ Benefit Protection Act of 1990 (“OWBPA”). Employee represents and warrants: (a) at the time of execution of this Agreement, Employee has no knowledge of any Released Claims that Employee may have had to assert against Employer except for those that Employee reported in writing to Employers Chief People Officer before Employee’s execution of this Agreement; (b) Employee is the sole owner of any and all Released Claims that Employee may have; and (c) Employee has not assigned or otherwise transferred Employee’s right or interest in any Released Claim.
6.EMPLOYER PROPERTY. Employee represents and warrants that Employee has turned over to Employer all property of Employer and Deutsche Telekom AG, including without limitation all files, memoranda, keys, manuals, notebooks, hard drives, USB drives, CDs, DVDs, equipment, data, records, and other documents, including electronically recorded documents and data that Employee received from Employer or Deutsche Telekom AG or their employees or that Employee generated in the course of employment with Employer or Deutsche Telekom AG. Employee further represents and warrants that Employee has disclosed to Employer all passwords, codes, or any other mechanism by which Employee has or had access to Employers computer systems or facilities. Employee promises not to access or attempt to access Employers or its Affiliates’ computer systems or software or facilities as of the Separation Date or thereafter, nor will Employee provide information to any other person or entity that will allow that party unauthorized access to Employers or its Affiliates’ computer systems or software or facilities.
7.CONFIDENTIALITY. Employee acknowledges and agrees that Employee has had obligations to protect, keep confidential, and not use other than for the best interests of Employer the confidential or proprietary information or intellectual property of Employer or its Affiliates or to transfer to Employer or its Affiliates any interest in intellectual property to Employer, whether contractual or otherwise, including under any restrictive covenants to which Employee has agreed, under common law and statutes, and otherwise (collectively, “IP Obligations”). Employee acknowledges and agrees that the IP Obligations will remain in full force and effect and that Employee will comply fully with such obligations. Employee represents and warrants that Employee has been in full compliance with the IP Obligations at all times before entry into this Agreement. In addition to and not in place of any IP Obligations Employee may have, Employee agrees not to use or disclose any confidential or proprietary information or trade secrets of Employer or any of its Affiliates. For the purposes of this Agreement, “confidential or proprietary information or trade secrets” means all data and information in whatever form, tangible or intangible, that is not generally known to the public and that relates to the business, technology, strategies, practices, products, marketing, sales, services, finances, or legal affairs of Employer or its Affiliates or any third party doing business with or providing information to Employer or its Affiliates. Employee agrees and acknowledges that the terms and conditions of this Agreement are confidential and will not be disclosed to any third party, except for Employee’s spouse, attorney, or financial advisor, who Employee covenants will comply with this provision. Employee will refrain from making disparaging statements about Employer or its Affiliates, or any of their personnel, products, or services. Nothing in this Section 7 is intended to restrict Employee’s compliance with law or the legal process. Further, notwithstanding the foregoing or anything herein to the contrary, Employee understands that (a) nothing contained herein will prohibit Employee from filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making
other disclosures that are protected under the whistleblower provisions of applicable law or regulation; (b) nothing herein is intended to or will prevent Employee from communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government regulator (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 or the U.S. National Labor Relations Board or any similar agency) for the purpose of reporting or investigating a suspected violation of law, or from providing such information to Employee’s attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, or from exercising any rights the Employee may have, if any, under Section 7 of the U.S. National Labor Relations Act; and (c) pursuant to 18 USC Section 1833(b), (x) Employee 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: (i) 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 (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (y) if the Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, the Employee may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, if the Employee (A) files any document containing the trade secret under seal, and (B) does not disclose the trade secret, except pursuant to court order.
8.INTELLECTUAL PROPERTY.
(a)In addition to Employee’s obligation under the IP Obligations, and subject to Sections 8(b) and 8(c) below, Employee hereby assigns all right, title, and interest in and to all Inventions to Employer, its successors, and assigns. “Inventions” means any and all inventions, software, discoveries, developments, concepts, ideas, know-how, trade secrets, prototypes, designs, methods, processes, and techniques, and improvements to any of the foregoing, which Employee conceived, authored, or otherwise generated and/or reduced to practice (alone or jointly with any of Employer’s employees or agents) in the course of Employee’s employment with Employer.
(b)NOTICE: The obligation to assign inventions under Section 8(a) will not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of Employer were used and that were developed entirely on Employee’s own time, unless (i) the invention relates (A) directly to the business of Employer, or (B) to Employer’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Employee for Employer.
(c)To the extent that Employee used or incorporated (or permitted others to use or incorporate) any of Employee’s proprietary know-how that was in existence before Employee’s employment with Employer (“Existing Employee Know-How”) in any services, technology, or products prepared or produced in connection with employment with Employer, Employee hereby grants to Employer a non-exclusive, irrevocable, perpetual, royalty-free, fully paid up, worldwide right and license under such Existing Employee Know-How (including any patent or other intellectual property rights therein) to further develop, make, use, sell, and import any and all services, technology, or products, and to sublicense any or all of the foregoing rights (including the right to grant further sublicenses), for so long as such Existing Employee Know-How is in existence and is licensable by Employee.
(d)To the extent any materials Employee created within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, mask work, trademark, trade secret, or
any other proprietary rights protection, and to the extent they are not Existing Employee Know How, Employee hereby irrevocably and exclusively assigns and agrees to assign to Employer, its successors, and assigns, all right, title, and interest in and to all such materials. To the extent any of Employee’s rights in the same, including any moral rights, are not subject to assignment hereunder, Employee hereby irrevocably and unconditionally waives all enforcement of such rights.
(e)Employee agrees to execute and deliver such instruments and take such other actions as may be required to carry out the assignments contemplated by this Section 8. If Employee fails to execute such instruments by reason of Employee’s mental or physical disability or any other reason, Employee hereby irrevocably appoints Employer and its officers and agents as Employee’s agent and attorney-in-fact to execute such instruments on Employee’s behalf.
9.REMEDIES. Employee acknowledges and agrees that breach of any of the covenants contained in Sections 5, 6, 7, 8, and 14 of this Agreement constitutes a material breach of this Agreement that may cause Employer or its Affiliates irreparable harm and will entitle the Employer and its Affiliates to all remedies provided by law, including injunctive relief.
10.CONSIDERATION AND REVOCATION PERIOD. Following delivery of this Agreement, Employee has 21 days to review and consider this Agreement, after which time the offer of this Agreement will expire and may no longer be accepted (provided that if the 21-day consideration period expires before the Separation Date, Employee cannot sign the Agreement until the Separation Date and it will not expire before the Separation Date). Employee may accept this Agreement before the expiration of the 21-day consideration period and if Employee does so, by Employee’s signature, Employee expressly acknowledges that Employee has knowingly and voluntarily chosen to sign this Agreement before the expiration of the 21-day consideration period. Employee has a period of seven calendar days after delivering the executed Agreement to Employer to revoke acceptance of the Agreement. To revoke, Employee must deliver a notice revoking Employee’s acceptance of this Agreement to the attention of the Vice President of Legal Affairs, T-Mobile US, Inc., 12920 SE 38th Street, Bellevue, WA 98006. This Agreement shall become effective on the eighth day after delivery of this executed Agreement by Employee to Employer, provided that Employee has not revoked acceptance or rescinded the Agreement.
11.ENTIRE AGREEMENT/AMENDMENT/SEVERABILITY. This Agreement constitutes the entire understanding between Employer and Employee as it relates to the subject matter of this Agreement and supersedes all other representations, statements, and understandings or agreements pertaining to such subject matter, except that this Agreement does not supersede any of Employee’s existing obligations (a) to Employer (including the IP Obligations or any Employee obligation to arbitrate disputes) or (b) under other agreements between Employee and Employer (including any and all restrictive covenants to which Employee may have agreed), all of which remain in full force and effect. The provisions of this Agreement are severable, and if any provision of it is found to be unlawful or unenforceable, it will be deemed narrowed to the extent required to make it lawful and enforceable. If such modification is not possible, such provision will be severed from the Agreement and the remaining provisions will remain fully valid and enforceable to the maximum extent consistent with applicable law, provided, however, that Section 4 may not be severed from the Agreement. Nothing in this Agreement reflects any admission of liability by Employer or Employee.
12.KNOWING AND VOLUNTARY AGREEMENT. Employee hereby warrants and represents that: (a) Employee has carefully read this Agreement and finds that it is written in a manner that Employee understands; (b) Employee knows the contents of this Agreement; (c) Employee is and has been advised to consult and has either discussed the Agreement and its effects
with Employee’s personal attorney or has knowingly and voluntarily waived the right to do so; (d) Employee understands that Employee is giving up all claims, damages, and disputes that have arisen before the date of this Agreement, except as provided herein; (e) Employee has had at least twenty-one (21) days to review and analyze this entire Agreement and has been given seven (7) days to revoke or rescind this Agreement; (f) Employee did not rely upon any representation or statement concerning the subject matter of this Agreement, except as expressly stated in the Agreement; (g) Employee understands the Agreement’s final and binding effect; and (h) Employee has signed the Agreement as Employee’s free and voluntary act.
13.VENUE/CHOICE OF LAW. The exclusive venue of any litigation arising from this Agreement will be King County, Washington, except that the parties may seek injunctive relief in any court with jurisdiction. This Agreement will be governed by and interpreted under the laws of the state of Washington, excluding its choice of law rules.
14.COOPERATION. In return for the amounts paid hereunder, Employee agrees to cooperate in defense of Employer and its Affiliates in any legal action or claim in which Employee is named as a witness. Cooperation will include, upon request by Employer, preparing for, participating in and testifying at depositions, trials, mediations, arbitrations, or other hearings; providing information in written format such as declaration or affidavit; and providing general assistance to Employer, its Affiliates, and their attorneys.
| EMPLOYEE | T-Mobile US, Inc. |
|---|---|
| ________________________________ | By: ________________________________ |
| Jonathan A. Freier | Name: ______________________________ |
| Title: _______________________________ | |
| ________________________________ | |
| (Date) | Date: _______________________________ |
| (Employee Address) | |
| _________________________________ | T-Mobile |
| _________________________________ | 12920 SE 38th Street |
| _________________________________ | Bellevue, WA 98006 |
ATTACHMENT C
It is intended that the payments and benefits under this Term Sheet comply with the provisions of Section 409A and the Treasury regulations relating thereto, or satisfy the requirements for an exemption from Section 409A, in each case to the extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Term Sheet shall be interpreted and be administered in a manner to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, you shall not be considered to have terminated employment with the Company for purposes of this Term Sheet, and no payment otherwise due upon a termination of employment shall be due to you under this Term Sheet, until you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Term Sheet that qualify for the “short-term deferral” exception from Section 409A shall not be treated as deferred compensation as described in Treasury Regulation Section 1.409A-1(b)(4) and will be paid under such exception unless applicable law requires otherwise. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) and the application of the short-term deferral exception), each payment under this Term Sheet will be treated as a separate payment. Notwithstanding anything to the contrary in this Term Sheet (whether under this Term Sheet or otherwise), to the extent delayed commencement of any portion of the payments to be made to you upon your Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall be delayed and paid on the first business day after the earlier of (i) the date that is six (6) months following such Separation from Service or (ii) your death. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to you under this Term Sheet shall be paid to you on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not affect amounts reimbursable or provided in any subsequent year and may not be liquidated or exchanged for any other benefit. Notwithstanding anything in the Term Sheet to the contrary, in the event that the aggregate period during which you are (or your estate is) entitled to consider and/or revoke the Release spans two calendar years, then to the extent required by Section 409A, no payments under the Severance, Death; Disability or Qualifying Retirement paragraphs will be made prior to the beginning of the second such calendar year (and any such payments otherwise payable prior thereto (if any) will instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, on the first regularly scheduled Company payroll date following the effectiveness of the Release).
ATTACHMENT D
In the event any payment, benefit or distribution of any type to or for the benefit of you, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Term Sheet or otherwise, constitutes a “parachute payment” under Section 280G of the Code, the amount payable to you shall be either (a) paid in full, or (b) paid after reduction by the smallest amount as would result in no portion thereof being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax under Section 4999 of the Code, results in the receipt by you, on an after-tax basis, of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and you otherwise agree in writing, all determinations required to be made under this paragraph, including the manner and amount of any reduction in your payments hereunder, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by the accounting firm serving as the Company’s independent public accounting firm immediately prior to the event giving rise to such payment (the “Accounting Firm”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code. For purposes of making the calculations required by this paragraph, the Accounting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request to make a determination under this paragraph. The Accounting Firm shall provide its written report to the Committee and you, which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph. You and the Company shall cooperate in case of a potential Change in Control to consider alternatives to mitigate any Section 280G exposure, although the Company cannot guaranty any such alternatives will be available or approved by the Company and neither you nor the Company shall be obligated to enter into them.
ATTACHMENT E
Restrictive Covenant Agreement
(see attached)
Document
EXHIBIT 10.69
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006-1350
[Date]
[Name]
Re: Retirement Benefits
Dear [Name]:
T-Mobile US, Inc. (the “Company”) is pleased to inform you that you will be eligible for certain payments and benefits in the event of your Qualifying Retirement (as defined below), in accordance with and subject to the terms and conditions set forth in this letter (this “Letter”).
1.General. You may voluntarily terminate your employment with the Company upon written notice to the Company (the “Retirement Notice”), with such termination to be effective as of the date specified in the Retirement Notice (the “Retirement Date”), which date must be on or after [the date on which both (i) you reach fifty-five (55) years of age and (ii) the sum of your age (measured in years) and years of service with the Company equals or exceeds seventy-five (75),] / [the date that you reach sixty (60) years of age]; provided that the Retirement Notice must be given at least twelve (12) months prior to the Retirement Date and cannot be given any earlier than January 1 of the calendar year preceding the calendar year in which the Retirement Date occurs (a voluntary termination that satisfies all of the conditions in this sentence, a “Qualifying Retirement”). Notwithstanding the foregoing, following the Company’s receipt of a Retirement Notice from you, the Company and you may mutually agree to accelerate the date of your Qualifying Retirement (and, in such event, the “Retirement Date” shall mean and refer to such earlier date on which your employment terminates).
2.Retirement Benefits. If your employment is terminated due to a Qualifying Termination, then, subject to the satisfaction of the requirements in Section 3 of this Letter, the Company shall pay or provide to you the following payments and benefits (the payments and benefits in clauses (a) through (d) below, collectively, the “Retirement Benefits”):
(a)A pro-rata annual short-term incentive (“STI”) award for the calendar year in which the Retirement Date occurs, based on the number of days in such calendar year through and including the Retirement Date divided by 365 (or 366, as applicable) and based on actual performance results for such calendar year, payable no later than March 15 of the year following the calendar year in which the Retirement Date occurs;
(b)For any outstanding long-term incentive (“LTI”) award that (i) was granted as part of the Company’s annual LTI award program, and (ii) is not subject to any performance vesting condition as of the Retirement Date (each, a “Time-Based Award”), such Time-Based Award will continue to vest and be paid to you in accordance with the terms of the applicable award agreement(s);
(c)For any outstanding LTI award that (i) was granted as part of the Company’s annual LTI award program, and (ii) is subject to any performance vesting condition as of the
Retirement Date (each, a “Performance Award”), such Performance Award shall continue to be eligible to vest and be paid to you in accordance with the terms of the applicable award agreement(s), based on the actual level of actual performance during the performance period;
(d)During the period commencing on the Retirement Date and ending on the earlier of the end of the eighteenth (18th) full calendar month following the Retirement 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 Retirement 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 of the Code 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); and
(e)Continued eligibility, following the Retirement Date, for the Company’s employee mobile service discount program, in accordance with the terms of such program as in effect from time to time following the Retirement Date.
On the Retirement Date, and notwithstanding the terms of any of your LTI award agreements, each of your then-outstanding and unvested LTI awards (other than Time-Based Awards and Performance Awards), including any special or one-time LTI awards, will be cancelled and forfeited without any consideration therefor.
3.Conditions to Retirement Benefits. As a condition to your receipt of the Retirement Benefits, (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 Retirement Date and (ii) you must continue to comply with the terms and conditions of the Restrictive Covenant Agreement (as defined below).
4.No Further LTI Awards; Acknowledgement: Notwithstanding anything to the contrary in any other agreement between you and the Company (or any of its affiliates), no LTI awards shall be granted to you during the period commencing on the date on which you provide the Retirement Notice to the Company and ending on the date on which your employment terminates. You acknowledge and agree that during the period commencing on the date on which you provide the Retirement Notice to the Company and ending on the date on which your employment terminates, the Company may change your title and/or your duties, authority or responsibility on behalf of the Company (including removing your designation as an “officer” within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended), and any such change (for clarity, excluding a change in your total target cash compensation opportunity) shall not constitute a breach by the Company (or any of its affiliates) of any agreement between you and the Company (or any of its affiliates), or constitute or give rise to “good reason” (or any term of comparable effect) under any agreement between you and the Company (or any of its affiliates) or
any equity incentive, severance or other plan, program or policy of the Company or its affiliates. For the avoidance of doubt, nothing in this Letter prohibits the Company from terminating your employment for “cause” or you from resigning without “good reason,” in either case, after the date on which the Retirement Notice is delivered to the Company, and any such termination or resignation shall not constitute a Qualifying Retirement hereunder.
5.Restrictive Covenants. You acknowledge and agree that you have previously entered into a Restrictive Covenant, Intellectual Property Ownership and Assignment, and Confidentiality Agreement with the Company (the “Restrictive Covenant Agreement”), and you agree to continue to be bound by and to comply with the terms and conditions of the Restrictive Covenant Agreement.
6.No Duplication of Benefits. The Retirement Benefits set forth in this Letter represent the sole and exclusive retirement payments and benefits that you are eligible to receive upon a Qualifying Retirement. [By signing this Letter, you hereby acknowledge and agree that the Retirement Benefits under this Letter replace and supersede in their entirety the benefits that you would otherwise be eligible to receive under the section entitled “Retirement” of the Offer of Employment Letter, effective October 11, 2021, between you and the Company (the “Offer Letter”), and you shall have no further rights or entitlements under the section entitled “Retirement” of the Offer Letter from and after the date of this Letter.] [Without limiting the foregoing, if,] / [If,] upon a Qualifying Retirement, you would otherwise become entitled to receive any retirement payments or benefits under any other plan, program, agreement or arrangement maintained by the Company or its affiliates in which you are eligible to participate or to which you are a party (including, without limitation, the Company’s 2023 Incentive Award Plan (the “Incentive Plan”), any STI or LTI award agreement between you and the Company or any employment agreement or compensation term sheet between you and the Company) (each, a “Retirement Program”), then by signing this Letter, you acknowledge and agree that you will not be eligible to receive any retirement payments or benefits under such Retirement Program and instead will be entitled to receive only the Retirement Benefits set forth herein.
7.Representations. By signing this Letter below, you hereby represent and warrant to the Company that (a) you have read and understand, and accept the terms and conditions set forth in, this Letter, and (b) you have entered into and agreed to the terms and conditions of this Letter voluntarily.
8.No Tax Advice. The Company is not making any warranties or representations to you with respect to the income tax consequences associated with this Letter or the Retirement Benefits payable hereunder and you are in no manner relying on the Company, its affiliates or any of their respective representatives for an assessment of such tax consequences. You are hereby advised to consult with your own tax advisor with respect to any tax consequences associated with the Retirement Benefits.
9.Sections 409A and 280G. The payments and benefits described in this Letter are intended to comply with or be exempt from Section 409A of the Code, as amended (“Section 409A”). See Exhibit A, which is hereby incorporated into this Letter, for additional details. In addition, you acknowledge and agree that the payments and benefits described in this Letter (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Exhibit B, which is hereby incorporated into this Letter.
10.Clawback. You acknowledge and agree that any incentive compensation provided by the Company to you under this Letter or otherwise may be subject to recovery by the Company under and in accordance with any Company clawback or recoupment policy in effect on the date of this Letter or as may be adopted or maintained by the Company following the date of this Letter, including the Company’s
Amended and Restated Executive Incentive Compensation Recoupment Policy as adopted October 2, 2023, as amended from time to time (or any successor policy thereto).
11.Withholding. All compensation and other benefits payable to or on behalf of you pursuant to this Letter shall be subject to such deductions and withholdings as may be agreed to by you or required by applicable law, rule or regulation or Company policy.
12.Dispute Resolution. Except for any claims (i) arising out of, or relating to, your Restrictive Covenant Agreement, and/or any other written and fully executed agreements to which you and the Company or an affiliate thereof are parties that expressly provide for a different dispute resolution mechanism, or (ii) as to which applicable law not preempted by the Federal Arbitration Act prohibits resolution by binding arbitration thereof, any controversy, claim or dispute arising out of or relating to this Letter or your employment with the Company or termination thereof, either during the existence of the employment relationship or afterward, and including, but not limited to, any common law or statutory claims for wrongful discharge, discrimination or unpaid compensation, shall be resolved exclusively by arbitration in King County, Washington, conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association (the “AAA”), with one arbitrator designated in accordance with those rules. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this paragraph shall be construed as precluding either party from bringing an action for injunctive relief or other equitable relief. In any such dispute, the prevailing party shall be entitled to its or his attorneys’ fees and costs, in addition to any other relief that may be awarded. In accordance with the terms of the Restrictive Covenant Agreement, the exclusive venue for claims arising out of, or related to, the Restrictive Covenant Agreement shall be the state and Federal courts of King County, Washington.
13.Miscellaneous. This Letter, together with your Restrictive Covenant Agreement and any other agreements referenced herein, sets forth the final and entire agreement of the parties with respect to the subject matter hereof. This Letter may be amended only in a writing signed by you and an authorized officer of the Company. This Letter may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. This Letter shall be governed by and construed in accordance with the laws of the State of Washington without giving effect to the principles of conflicts of laws, and applicable federal law. Nothing contained in this Letter shall confer upon you any right to continue in the employ or service of the Company (or any of its affiliates) or affect the right of the Company (or any of its affiliates) to terminate your employment or service at any time.
Please indicate your acknowledgment of, and agreement to, the terms and conditions set forth in this Letter by signing and dating this Letter in the space below and returning a signed copy to [______]. Please retain one fully-executed original for your files.
[Signature page follows]
Sincerely,
T-Mobile US, Inc.
By: _______________________
Name:
Title:
Acknowledged, Agreed and Accepted:
________________________________
Name: __________________________
Date: ___________________________
Exhibit A
Section 409A
It is intended that the payments and benefits under this Letter comply with the provisions of Section 409A and the Treasury regulations relating thereto, or satisfy the requirements for an exemption from Section 409A, in each case to the extent applicable to this Letter and, accordingly, to the maximum extent permitted, this Letter shall be interpreted and be administered in a manner to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, you shall not be considered to have terminated employment with the Company for purposes of this Letter, and no payment otherwise due upon a termination of employment shall be due to you under this Letter, until you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Letter that qualify for the “short-term deferral” exception from Section 409A shall not be treated as deferred compensation as described in Treasury Regulation Section 1.409A-1(b)(4) and will be paid under such exception unless applicable law requires otherwise. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) and the application of the short-term deferral exception), each payment under this Letter will be treated as a separate payment. Notwithstanding anything to the contrary in this Letter (whether under this Letter or otherwise), to the extent delayed commencement of any portion of the payments to be made to you upon your Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the payments shall be delayed and paid on the first business day after the earlier of (i) the date that is six (6) months following such Separation from Service or (ii) your death. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to you under this Letter shall be paid to you on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not affect amounts reimbursable or provided in any subsequent year and may not be liquidated or exchanged for any other benefit. Notwithstanding anything in the Letter to the contrary, in the event that the aggregate period during which you are (or your estate is) entitled to consider and/or revoke the Release spans two calendar years, then to the extent required by Section 409A, no Retirement Benefits will be made under the Letter prior to the beginning of the second such calendar year (and any such payments otherwise payable prior thereto (if any) will instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, on the first regularly scheduled Company payroll date following the effectiveness of the Release).
Exhibit B
Section 280G
In the event any payment, benefit or distribution of any type to or for the benefit of you, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Letter or otherwise to you under this Letter or otherwise constitutes a “parachute payment” under Section 280G of the Code, the amount payable to you shall be either (a) paid in full, or (b) paid after reduction by the smallest amount as would result in no portion thereof being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax under Section 4999 of the Code, results in the receipt by you, on an after-tax basis, of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and you otherwise agree in writing, all determinations required to be made under this paragraph, including the manner and amount of any reduction in your payments hereunder, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by the accounting firm serving as the Company’s independent public accounting firm immediately prior to the event giving rise to such payment (the “Accounting Firm”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code. For purposes of making the calculations required by this paragraph, the Accounting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request to make a determination under this paragraph. The Accounting Firm shall provide its written report to the Committee and you, which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph. You and the Company shall cooperate in case of a potential Change in Control (as defined in the Incentive Plan) to consider alternatives to mitigate any Section 280G exposure, although the Company cannot guaranty any such alternatives will be available or approved by the Company and neither you nor the Company shall be obligated to enter into them.
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EXHIBIT 21.1
Subsidiaries of Registrant
The following is a list of subsidiaries of T-Mobile US, Inc. as of December 31, 2025. Certain subsidiaries were omitted which, considered in the aggregate, would not constitute a significant subsidiary.
| Name | State of Incorporation |
|---|---|
| APC Realty and Equipment Company, LLC | Delaware |
| Assurance Wireless USA, L.P. | Delaware |
| ATI Sub, LLC | Delaware |
| Blis Ad Platform Private Limited | India |
| Blis Corp Ltd | UK – England and Wales |
| Blis Global Limited | UK – England and Wales |
| Blis Global Spain, S.L. | Spain |
| Blis Group Limited | UK – England and Wales |
| Blis Holdco Limited | UK – England and Wales |
| Blis Italia S.r.l. | Italy |
| Blis Media Pty Pte. Ltd. | Singapore |
| BlisMedia (Australia) Pty Ltd | Australia |
| Blis Netherlands B.V. | Netherlands |
| Blis USA, Inc. | Delaware |
| Breeze Acquisition Sub LLC | Delaware |
| Clearwire Communications LLC | Delaware |
| Clearwire International, LLC | Washington |
| Clearwire Legacy LLC | Delaware |
| Clearwire Spectrum Holdings LLC | Nevada |
| Clearwire Spectrum Holdings II LLC | Nevada |
| Clearwire Spectrum Holdings III LLC | Nevada |
| Fiber JV Holdings LLC | Delaware |
| Finco Depositor I LLC | Delaware |
| Finco Depositor II LLC | Delaware |
| Finco Depositor III LLC | Delaware |
| Finco Depositor IV LLC | Delaware |
| Finco Owner Trust IV | Delaware |
| Finco Owner Trust V | Delaware |
| Finco Owner Trust VI | Delaware |
| Finco Owner Trust VII | Delaware |
| Finco Owner Trust VIII | Delaware |
| Finco Owner Trust IX | Delaware |
| Finco Owner Trust X | Delaware |
| Fixed Wireless Holdings, LLC | Delaware |
| Lab465, LLC | Delaware |
| Kite JV Fiber Holdings LLC | Delaware |
| Merlin JV Fiber Holdings LLC | Delaware |
| MetroPCS California, LLC | Delaware |
| MetroPCS Florida, LLC | Delaware |
| --- | --- |
| MetroPCS Georgia, LLC | Delaware |
| MetroPCS Massachusetts, LLC | Delaware |
| MetroPCS Michigan, LLC | Delaware |
| MetroPCS Nevada, LLC | Delaware |
| MetroPCS New York, LLC | Delaware |
| MetroPCS Pennsylvania, LLC | Delaware |
| MetroPCS Texas, LLC | Delaware |
| Mint Mobile, LLC | Delaware |
| Nextel Systems, LLC | Delaware |
| Nextel West Corp. | Delaware |
| NSAC, LLC | Delaware |
| Play Octopus LLC | Delaware |
| Prism License Co 1 LLC | Delaware |
| Prism License Co 2 LLC | Delaware |
| PushSpring, LLC | Delaware |
| Sprint Capital Corporation | Delaware |
| Sprint Communications LLC | Delaware |
| Sprint LLC | Delaware |
| Sprint Intermediate HoldCo LLC | Delaware |
| Sprint Intermediate HoldCo II LLC | Delaware |
| Sprint Intermediate HoldCo III LLC | Delaware |
| Sprint Solutions LLC | Delaware |
| Sprint Spectrum Co LLC | Delaware |
| Sprint Spectrum Co II LLC | Delaware |
| Sprint Spectrum Co III LLC | Delaware |
| Sprint Spectrum Depositor LLC | Delaware |
| Sprint Spectrum Depositor II LLC | Delaware |
| Sprint Spectrum Depositor III LLC | Delaware |
| Sprint Spectrum LLC | Delaware |
| Sprint Spectrum License Holder LLC | Delaware |
| Sprint Spectrum License Holder II LLC | Delaware |
| Sprint Spectrum License Holder III LLC | Delaware |
| Sprint Spectrum PledgeCo LLC | Delaware |
| Sprint Spectrum PledgeCo II LLC | Delaware |
| Sprint Spectrum PledgeCo III LLC | Delaware |
| Sprint Spectrum Realty Company, LLC | Delaware |
| SprintCom LLC | Kansas |
| STC Five LLC | Delaware |
| STC Four LLC | Delaware |
| STC One LLC | Delaware |
| STC Six Company | Delaware |
| STC Three LLC | Delaware |
| STC Two LLC | Delaware |
| TDI Acquisition Sub, LLC | Delaware |
| T-Mobile Airtime Funding LLC | Delaware |
| --- | --- |
| T-Mobile Central LLC | Delaware |
| T-Mobile Financial LLC | Delaware |
| T-Mobile Global Care Corporation | Delaware |
| T-Mobile Handset Funding LLC | Delaware |
| T-Mobile Innovations LLC | Delaware |
| T-Mobile Leasing LLC | Delaware |
| T-Mobile License LLC | Delaware |
| T-Mobile MW LLC | Delaware |
| T-Mobile Northeast LLC | Delaware |
| T-Mobile Puerto Rico Holdings LLC | Delaware |
| T-Mobile Puerto Rico LLC | Delaware |
| T-Mobile Puerto Rico MW LLC | Delaware |
| T-Mobile Reserved Subsidiary II LLC | Delaware |
| T-Mobile Resources LLC | Delaware |
| T-Mobile Secure Federal Operations LLC | Delaware |
| T-Mobile South LLC | Delaware |
| T-Mobile US Trust 2022-1 | Delaware |
| T-Mobile US Trust 2024-1 | Delaware |
| T-Mobile US Trust 2024-2 | Delaware |
| T-Mobile US Trust 2025-1 | Delaware |
| T-Mobile US Trust 2025-2 | Delaware |
| T-Mobile USA Foundation | Washington |
| T-Mobile USA Tower LLC | Delaware |
| T-Mobile USA, Inc. | Delaware |
| T-Mobile Ventures LLC | Delaware |
| T-Mobile West LLC | Delaware |
| T-Mobile West Tower LLC | Delaware |
| TMPR International Holdings LP | England |
| TMPR License LLC | Delaware |
| TMUS Assurance Corporation | Hawaii |
| TMUS Fiber LLC | Delaware |
| TMUS Fiber Reserved Merger Sub LLC | Delaware |
| TMUS India Private Limited | India |
| TMUS International Corp. | Delaware |
| TMUS International Holdings LLC | Delaware |
| TMUS International Argentina S.R.L. | Argentina |
| TMUS International Belgium BV | Belgium |
| TMUS International Germany GmbH | Germany |
| TMUS International Japan Corporation | Japan |
| TMUS International Netherlands B.V. | Netherlands |
| TMUS International Services Singapore Pte. Ltd. | Singapore |
| TMUS International Spain, S.L. | Spain |
| USCC Services, LLC | Delaware |
| UVNV, LLC | Delaware |
| Vistar Media Inc. | Delaware |
| --- | --- |
| Vistar Media Australia Pty Ltd | Australia |
| Vistar Media Canada Inc. | Canada |
| Vistar Media EMEA B.V. | Netherlands |
| Vistar Media France | France |
| Vistar Media GmbH | Germany |
| Vistar Media Global Partners, LLC | New York |
| Vistar Media Japan GK | Japan |
| Vistar Media New Zealand Limited | New Zealand |
| Vistar Media SG Pte. Ltd. | Singapore |
| Vistar Media UK Limited | UK – England and Wales |
| VMU GP, LLC | Delaware |
| WBSY Licensing, LLC | Delaware |
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EXHIBIT 22.1
Subsidiary Guarantors and Issuers of Guaranteed Securities
Guaranteed Securities
The following securities (collectively, the “T-Mobile USA Senior Notes”) issued by T-Mobile USA, Inc., a Delaware corporation and wholly-owned subsidiary of T-Mobile US, Inc. (the “Company”), were outstanding as of December 31, 2025, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:
| Description of Notes |
|---|
| 1.500% senior notes due 2026 |
| 2.250% senior notes due 2026 |
| 2.625% senior notes due 2026 |
| 3.750% senior notes due 2027 |
| 4.750% senior notes due 2028 |
| 4.750% senior notes due 2028-1 held by affiliate |
| 2.050% senior notes due 2028 |
| 4.950% senior notes due 2028 |
| 4.800% senior notes due 2028 |
| 4.850% senior notes due 2029 |
| 2.625% senior notes due 2029 |
| 2.400% senior notes due 2029 |
| 3.375% senior notes due 2029 |
| 3.550% senior notes due 2029 |
| 4.200% senior notes due 2029 |
| 3.875% senior notes due 2030 |
| 2.550% senior notes due 2031 |
| 2.875% senior notes due 2031 |
| 3.500% senior notes due 2031 |
| 2.250% senior notes due 2031 |
| 3.150% senior notes due 2032 |
| 2.700% senior notes due 2032 |
| 3.700% senior notes due 2032 |
| 5.125% senior notes due 2032 |
| 4.625% senior notes due 2033 |
| 5.200% senior notes due 2033 |
| 5.050% senior notes due 2033 |
| 6.700% senior notes due 2033 |
| 5.750% senior notes due 2034 |
| 5.150% senior notes due 2034 |
| 4.700% senior notes due 2035 |
| 5.300% senior notes due 2035 |
| 4.950% senior notes due 2035 |
| 3.850% senior notes due 2036 |
| 3.500% senior notes due 2037 |
| --- |
| 4.375% senior notes due 2040 |
| 3.000% senior notes due 2041 |
| 3.800% senior notes due 2045 |
| 4.500% senior notes due 2050 |
| 3.300% senior notes due 2051 |
| 3.400% senior notes due 2052 |
| 5.650% senior notes due 2053 |
| 5.750% senior notes due 2054 |
| 6.000% senior notes due 2054 |
| 5.500% senior notes due 2055 |
| 5.250% senior notes due 2055 |
| 5.875% senior notes due 2055 |
| 5.700% senior notes due 2056 |
| 3.600% senior notes due 2060 |
| 5.800% senior notes due 2062 |
| 6.250% senior notes due 2069 |
| 5.500% senior notes due March 2070 |
| 5.500% senior notes due June 2070 |
The following securities (collectively, the “Sprint Capital Corporation Senior Notes”) issued by Sprint Capital Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, were outstanding as of December 31, 2025, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:
| Description of Notes |
|---|
| 6.875% senior notes due 2028 |
| 8.750% senior notes due 2032 |
Obligors
As of December 31, 2025, the obligors under the T-Mobile USA Senior Notes consisted of the Company, as a guarantor, and its subsidiaries listed in the following table.
| Name of Subsidiary | Jurisdiction of Organization | Obligor Type |
|---|---|---|
| APC Realty and Equipment Company, LLC | Delaware | Guarantor |
| Assurance Wireless USA, L.P. | Delaware | Guarantor |
| ATI Sub, LLC | Delaware | Guarantor |
| Blis USA, Inc. | Delaware | Guarantor |
| Breeze Acquisition Sub LLC | Delaware | Guarantor |
| Clearwire Communications LLC | Delaware | Guarantor |
| Clearwire Legacy LLC | Delaware | Guarantor |
| Clearwire Spectrum Holdings II LLC | Nevada | Guarantor |
| Clearwire Spectrum Holdings III LLC | Nevada | Guarantor |
| Clearwire Spectrum Holdings LLC | Nevada | Guarantor |
| Fixed Wireless Holdings, LLC | Delaware | Guarantor |
| Lab465, LLC | Delaware | Guarantor |
| MetroPCS California, LLC | Delaware | Guarantor |
| MetroPCS Florida, LLC | Delaware | Guarantor |
| MetroPCS Georgia, LLC | Delaware | Guarantor |
| MetroPCS Massachusetts, LLC | Delaware | Guarantor |
| MetroPCS Michigan, LLC | Delaware | Guarantor |
| MetroPCS Nevada, LLC | Delaware | Guarantor |
| MetroPCS New York, LLC | Delaware | Guarantor |
| MetroPCS Pennsylvania, LLC | Delaware | Guarantor |
| MetroPCS Texas, LLC | Delaware | Guarantor |
| Mint Mobile, LLC | Delaware | Guarantor |
| Nextel Systems, LLC | Delaware | Guarantor |
| Nextel West Corp. | Delaware | Guarantor |
| NSAC, LLC | Delaware | Guarantor |
| Play Octopus LLC | Delaware | Guarantor |
| PushSpring, LLC | Delaware | Guarantor |
| Sprint Capital Corporation | Delaware | Guarantor |
| Sprint Communications LLC | Delaware | Guarantor |
| Sprint LLC | Delaware | Guarantor |
| Sprint Solutions LLC | Delaware | Guarantor |
| Sprint Spectrum LLC | Delaware | Guarantor |
| Sprint Spectrum Realty Company, LLC | Delaware | Guarantor |
| SprintCom LLC | Kansas | Guarantor |
| T-Mobile Central LLC | Delaware | Guarantor |
| T-Mobile Financial LLC | Delaware | Guarantor |
| T-Mobile Innovations LLC | Delaware | Guarantor |
| T-Mobile Leasing LLC | Delaware | Guarantor |
| --- | --- | --- |
| T-Mobile License LLC | Delaware | Guarantor |
| T-Mobile MW LLC | Delaware | Guarantor |
| T-Mobile Northeast LLC | Delaware | Guarantor |
| T-Mobile Puerto Rico Holdings LLC | Delaware | Guarantor |
| T-Mobile Puerto Rico LLC | Delaware | Guarantor |
| T-Mobile Resources LLC | Delaware | Guarantor |
| T-Mobile South LLC | Delaware | Guarantor |
| T-Mobile USA, Inc. | Delaware | Issuer |
| T-Mobile West LLC | Delaware | Guarantor |
| TDI Acquisition Sub, LLC | Delaware | Guarantor |
| TMPR License LLC | Delaware | Guarantor |
| TMUS International Corp. | Delaware | Guarantor |
| USCC Services, LLC | Delaware | Guarantor |
| UVNV, LLC | Delaware | Guarantor |
| Vistar Media Global Partners, LLC | New York | Guarantor |
| Vistar Media, Inc. | Delaware | Guarantor |
| VMU GP, LLC | Delaware | Guarantor |
| WBSY Licensing, LLC | Delaware | Guarantor |
As of December 31, 2025, the obligors under the Sprint Capital Corporation Senior Notes consisted of the Company, as a guarantor; Sprint Capital Corporation (a Delaware corporation), as issuer and T-Mobile USA, Inc. (a Delaware corporation), Sprint LLC (a Delaware limited liability company) and Sprint Communications LLC (a Delaware limited liability company) as guarantors.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-271553, 333-271557, and 333-279145 on Form S-3 and Registration Statement Nos. 333-189095, 333-202176, 333-225699, 333-236724, 333-237780, 333-237781, 333-253929 and 333-272719 on Form S-8 of our report dated February 11, 2026, relating to the consolidated financial statements of T-Mobile US, Inc. and the effectiveness of T-Mobile US, Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ Deloitte & Touche LLP
Seattle, Washington
February 11, 2026
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EXHIBIT 31.1
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Srinivasan Gopalan, certify that:
1.I have reviewed this Annual Report on Form 10-K of T-Mobile US, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 11, 2026
| /s/ Srinivasan Gopalan |
|---|
| Srinivasan Gopalan<br>Chief Executive Officer |
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EXHIBIT 31.2
Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Peter Osvaldik, certify that:
1.I have reviewed this Annual Report on Form 10-K of T-Mobile US, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
February 11, 2026
| /s/ Peter Osvaldik |
|---|
| Peter Osvaldik<br>Chief Financial Officer |
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EXHIBIT 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of T-Mobile US, Inc. (the “Company”), on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), Srinivasan Gopalan, Chief Executive Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 11, 2026
| /s/ Srinivasan Gopalan |
|---|
| Srinivasan Gopalan<br>Chief Executive Officer |
Document
EXHIBIT 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of T-Mobile US, Inc. (the “Company”), on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), Peter Osvaldik, Chief Financial Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 11, 2026
| /s/ Peter Osvaldik |
|---|
| Peter Osvaldik<br>Chief Financial Officer |