Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 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

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	☐

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes ☐ No ☒

Table of Contents

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Shares Outstanding as of October 17, 2025
Common Stock, par value $0.00001 per share	1,118,506,626

T-Mobile US, Inc.

Form 10-Q

For the Quarter Ended September 30, 2025

Table of Contents

PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements	4
		Condensed Consolidated Balance Sheets	4
		Condensed Consolidated Statements of Comprehensive Income	5
		Condensed Consolidated Statements of Cash Flows	6
		Condensed Consolidated Statement of Stockholders’ Equity	7
		Notes to the Condensed Consolidated Financial Statements	10
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
	Item 4.	Controls and Procedures	66
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	67
	Item 1A.	Risk Factors	67
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
	Item 3.	Defaults Upon Senior Securities	69
	Item 4.	Mine Safety Disclosures	69
	Item 5.	Other Information	69
	Item 6.	Exhibits	70
		Signatures	72

Index for Notes to the Condensed Consolidated Financial Statements

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except share and per share amounts)	September 30,<br>2025		December 31,<br>2024
Assets
Current assets
Cash and cash equivalents	$	3,310	$	5,409
Accounts receivable, net of allowance for credit losses of $206 and $176	5,084		4,276
Equipment installment plan receivables, net of allowance for credit losses and imputed discount of $646 and $656	4,599		4,379
Inventory	2,370		1,607
Prepaid expenses	1,128		880
Other current assets	5,212		1,853
Total current assets	21,703		18,404
Property and equipment, net	38,718		38,533
Operating lease right-of-use assets	26,070		25,398
Financing lease right-of-use assets	2,955		3,091
Goodwill	13,690		13,005
Spectrum licenses	97,749		100,558
Other intangible assets, net	4,117		2,512
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of $186 and $158	2,316		2,209
Other assets	9,862		4,325
Total assets	$	217,180	$	208,035
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	9,193	$	8,463
Short-term debt	6,333		4,068
Deferred revenue	1,487		1,222
Short-term operating lease liabilities	3,550		3,281
Short-term financing lease liabilities	1,157		1,175
Other current liabilities	2,581		1,965
Total current liabilities	24,301		20,174
Long-term debt	76,365		72,700
Long-term debt to affiliates	1,498		1,497
Tower obligations	3,568		3,664
Deferred tax liabilities	19,222		16,700
Operating lease liabilities	26,780		26,408
Financing lease liabilities	1,186		1,151
Other long-term liabilities	3,783		4,000
Total long-term liabilities	132,402		126,120
Commitments and contingencies (Note 16)
Stockholders' equity
Common stock, par value $0.00001 per share, 2,000,000,000 shares authorized; 1,275,435,436 and 1,271,074,364 shares issued, 1,118,506,240 and 1,144,579,681 shares outstanding	—		—
Additional paid-in capital	69,267		68,798
Treasury stock, at cost, 156,929,196 and 126,494,683 shares	(28,064)		(20,584)
Accumulated other comprehensive loss	(881)		(857)
Retained earnings	20,155		14,384
Total stockholders' equity	60,477		61,741
Total liabilities and stockholders' equity	$	217,180	$	208,035

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
(in millions, except share and per share amounts)	2025		2024		2025			2024
Revenues
Postpaid revenues	$	14,882	$	13,308		$	42,554		$	38,838
Prepaid revenues	2,625		2,716			7,911			7,711
Wholesale and other service revenues	734		701			2,139			2,701
Total service revenues	18,241		16,725			52,604			49,250
Equipment revenues	3,465		3,207			10,608			9,564
Other revenues	251		230			763			714
Total revenues	21,957		20,162			63,975			59,528
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below	2,873		2,722			8,192			8,074
Cost of equipment sales, exclusive of depreciation and amortization shown separately below	4,853		4,307			14,310			12,794
Selling, general and administrative	6,015		5,186			16,900			15,466
Impairment expense	278		—			278			—
Depreciation and amortization	3,408		3,151			9,752			9,770
Total operating expenses	17,427		15,366			49,432			46,104
Operating income	4,530		4,796			14,543			13,424
Other expense, net
Interest expense, net	(924)		(836)			(2,762)			(2,570)
Other (expense) income, net	(78)		7			(135)			19
Total other expense, net	(1,002)		(829)			(2,897)			(2,551)
Income before income taxes	3,528		3,967			11,646			10,873
Income tax expense	(814)		(908)			(2,757)			(2,515)
Net income	$	2,714	$	3,059		$	8,889		$	8,358
Net income	$	2,714	$	3,059		$	8,889		$	8,358
Other comprehensive income (loss), net of tax
Reclassification of loss from cash flow hedges, net of tax effect of $16, $15, $48 and $45	48		44			141			130
Losses on fair value hedges, net of tax effect of $(7), $(5), $(55) and $(15)	(20)		(12)			(160)			(42)
Unrealized loss on foreign currency translation adjustment, net of tax effect of $0, $0, $0 and $0	—		—			(1)			—
Amortization of actuarial gain, net of tax effect of $0, $(2), $(1) and $(5)	(1)		(4)			(4)			(13)
Other comprehensive income (loss)	27		28			(24)			75
Total comprehensive income	$	2,741	$	3,087		$	8,865		$	8,433
Earnings per share
Basic	$	2.42	$	2.62		$	7.84		$	7.12
Diluted	$	2.41	$	2.61		$	7.82		$	7.10
Weighted-average shares outstanding
Basic	1,123,754,096		1,166,961,755			1,133,743,367			1,174,069,336
Diluted	1,126,627,708		1,170,649,561			1,136,920,521			1,177,637,145

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Operating activities
Net income	$	2,714	$	3,059	$	8,889	$	8,358
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	3,408		3,151		9,752		9,770
Stock-based compensation expense	227		170		613		474
Deferred income tax expense	797		817		2,505		2,279
Bad debt expense	337		299		925		836
Losses from sales of receivables	17		23		58		69
Impairment expense	278		—		278		—
Changes in operating assets and liabilities
Accounts receivable	(366)		(734)		(797)		(2,436)
Equipment installment plan receivables	44		(72)		133		360
Inventory	(537)		(448)		(591)		(57)
Operating lease right-of-use assets	929		877		2,667		2,605
Other current and long-term assets	(322)		(19)		(983)		(275)
Accounts payable and accrued liabilities	890		(165)		729		(1,861)
Short- and long-term operating lease liabilities	(936)		(805)		(2,720)		(2,970)
Other current and long-term liabilities	(239)		(125)		(409)		(657)
Other, net	216		111		247		249
Net cash provided by operating activities	7,457		6,139		21,296		16,744
Investing activities
Purchases of property and equipment, including capitalized interest of $(13), $(9), $(33) and $(26)	(2,639)		(1,961)		(7,486)		(6,628)
Purchases of spectrum licenses and other intangible assets, including deposits	(1,590)		(2,419)		(2,505)		(2,636)
Proceeds from the sale of property, equipment and intangible assets	18		15		2,091		38
Proceeds related to beneficial interests in securitization transactions	—		984		—		2,832
Acquisition of companies, net of cash acquired	(2,797)		—		(3,523)		(390)
Investments in unconsolidated affiliates, net	(3,072)		—		(4,055)		—
Other, net	(59)		74		371		12
Net cash used in investing activities	(10,139)		(3,307)		(15,107)		(6,772)
Financing activities
Proceeds from issuance of long-term debt, net	498		2,480		8,266		8,089
Repayments of financing lease obligations	(318)		(347)		(964)		(1,025)
Repayments of long-term debt	(828)		(223)		(4,564)		(3,169)
Repurchases of common stock	(2,479)		(560)		(7,528)		(6,541)
Dividends on common stock	(987)		(758)		(2,986)		(2,286)
Tax withholdings on share-based awards	(92)		(36)		(394)		(244)
Other, net	(32)		(49)		(80)		(117)
Net cash (used in) provided by financing activities	(4,238)		507		(8,250)		(5,293)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash	—		—		13		—
Change in cash and cash equivalents, including restricted cash	(6,920)		3,339		(2,048)		4,679
Cash and cash equivalents, including restricted cash
Beginning of period	10,585		6,647		5,713		5,307
End of period	$	3,665	$	9,986	$	3,665	$	9,986

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(in millions, except share and per share amounts)	Common Stock Outstanding	Treasury Stock Outstanding	Treasury Shares at Cost		Par Value and Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders' Equity
Balance as of June 30, 2025	1,127,450,618	146,725,778	$	(25,569)	$	69,008	$	(908)	$	18,576	$	61,107
Net income	—	—	—		—		—		2,714		2,714
Dividends declared ($1.02 per share)	—	—	—		—		—		(1,135)		(1,135)
Other comprehensive income	—	—	—		—		27		—		27
Stock-based compensation	—	—	—		216		—		—		216
Stock issued for employee stock purchase plan	437,777	—	—		89		—		—		89
Issuance of vested restricted stock units	1,175,288	—	—		—		—		—		—
Shares withheld related to net share settlement of stock awards and stock options	(365,677)	—	—		(92)		—		—		(92)
Repurchases of common stock	(10,204,072)	10,204,072	(2,494)		—		—		—		(2,494)
Other, net	12,306	(654)	(1)		46		—		—		45
Balance as of September 30, 2025	1,118,506,240	156,929,196	$	(28,064)	$	69,267	$	(881)	$	20,155	$	60,477
Balance as of December 31, 2024	1,144,579,681	126,494,683	$	(20,584)	$	68,798	$	(857)	$	14,384	$	61,741
Net income	—	—	—		—		—		8,889		8,889
Dividends declared ($2.78 per share)	—	—	—		—		—		(3,118)		(3,118)
Other comprehensive loss	—	—	—		—		(24)		—		(24)
Stock-based compensation	—	—	—		596		—		—		596
Stock issued for employee stock purchase plan	1,150,449	—	—		214		—		—		214
Issuance of vested restricted stock units	4,627,936	—	—		—		—		—		—
Shares withheld related to net share settlement of stock awards and stock options	(1,491,249)	—	—		(394)		—		—		(394)
Repurchases of common stock	(30,444,090)	30,444,090	(7,475)		—		—		—		(7,475)
Other, net	83,513	(9,577)	(5)		53		—		—		48
Balance as of September 30, 2025	1,118,506,240	156,929,196	$	(28,064)	$	69,267	$	(881)	$	20,155	$	60,477

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(in millions, except share and per share amounts)	Common Stock Outstanding	Treasury Stock Outstanding	Treasury Shares at Cost		Par Value and Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders' Equity
Balance as of June 30, 2024	1,166,772,891	103,032,151	$	(15,270)	$	68,463	$	(917)	$	10,360	$	62,636
Net income	—	—	—		—		—		3,059		3,059
Dividends declared ($0.88 per share)	—	—	—		—		—		(1,018)		(1,018)
Other comprehensive income	—	—	—		—		28		—		28
Stock-based compensation	—	—	—		151		—		—		151
Stock issued for employee stock purchase plan	569,160	—	—		79		—		—		79
Issuance of vested restricted stock units	594,078	—	—		—		—		—		—
Shares withheld related to net share settlement of stock awards and stock options	(181,793)	—	—		(36)		—		—		(36)
Repurchases of common stock	(3,179,707)	3,179,707	(650)		—		—		—		(650)
Other, net	39,293	(811)	(1)		2		—		—		1
Balance as of September 30, 2024	1,164,613,922	106,211,047	$	(15,921)	$	68,659	$	(889)	$	12,401	$	64,250
Balance as of December 31, 2023	1,195,807,331	67,096,823	$	(9,373)	$	67,705	$	(964)	$	7,347	$	64,715
Net income	—	—	—		—		—		8,358		8,358
Dividends declared ($2.83 per share)	—	—	—		—		—		(3,304)		(3,304)
Other comprehensive income	—	—	—		—		75		—		75
Stock-based compensation	—	—	—		457		—		—		457
Stock issued for employee stock purchase plan	1,519,242	—	—		191		—		—		191
Issuance of vested restricted stock units	4,411,775	—	—		—		—		—		—
Shares withheld related to net share settlement of stock awards and stock options	(1,444,692)	—	—		(244)		—		—		(244)
Repurchases of common stock	(39,093,340)	39,093,340	(6,543)		—		—		—		(6,543)
Ka’ena Acquisition upfront consideration	3,264,952	—	—		536		—		—		536
Other, net	148,654	20,884	(5)		14		—		—		9
Balance as of September 30, 2024	1,164,613,922	106,211,047	$	(15,921)	$	68,659	$	(889)	$	12,401	$	64,250

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Index for Notes to the Condensed Consolidated Financial Statements

Note 1	Summary of Significant Accounting Policies	10
Note 2	Business Combinations	11
Note 3	Joint Ventures	16
Note 4	Receivables and Related Allowance for Credit Losses	17
Note 5	Sales of Certain Receivables	19
Note 6	Property and Equipment	21
Note 7	Goodwill, Spectrum License Transactions and Other Intangible Assets	22
Note 8	Fair Value Measurements	25
Note 9	Debt	27
Note 10	Tower Obligations	30
Note 11	Revenue from Contracts with Customers	31
Note 12	Segment Reporting	33
Note 13	Stockholder Return Program	33
Note 14	Earnings Per Share	34
Note 15	Leases	35
Note 16	Commitments and Contingencies	36
Note 17	Additional Financial Information	39
Note 18	Subsequent Events	39

Index for Notes to the Condensed Consolidated Financial Statements

T-Mobile US, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) include all adjustments of a normal recurring nature necessary for the fair presentation of the results for the interim periods presented. The results for the interim periods are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

The condensed 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, 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 Note10- 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 within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income.

The preparation of financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions that affect the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions that management believes are reasonable under the circumstances. Estimates are inherently subject to judgment and actual results could differ from those estimates.

Accounting Pronouncements Not Yet Adopted

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. The standard will be effective for us for our fiscal year 2025 annual financial statements with early adoption permitted. We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2025 annual financial statements, and we expect the adoption of the standard will impact certain of our income tax disclosures.

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.” In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” which clarifies the effective date of ASU 2024-03. 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.

Index for Notes to the Condensed Consolidated Financial Statements

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 are currently evaluating the impact this guidance will have on our Consolidated Financial Statements and related 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 between T-Mobile and Ka’ena and agreements with certain of the sellers to provide services to T-Mobile during the post-acquisition period.

In accordance with the terms of the Merger and Unit Purchase Agreement, the total purchase price was 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.

As of September 30, 2025, $239 million of liabilities for deferred consideration and $149 million of liabilities for post-acquisition services were presented within current liabilities on our Condensed 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 Condensed 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.

Index for Notes to the Condensed Consolidated Financial Statements

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

Intangible Assets

Goodwill with an assigned value of $777 million 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. All of the goodwill acquired is allocated to the Wireless reporting unit.

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.

Index for Notes to the Condensed Consolidated Financial Statements

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 U.S. wireless and broadband industries, 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 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.

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 September 30, 2025, were not material to our Condensed 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 Condensed Consolidated Statements of Comprehensive Income.

Consideration Transferred

The acquisition-date fair value of consideration transferred in the UScellular Acquisition 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 within a 120-day review period.

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 the Condensed Consolidated 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	130
Prepaid expenses	63
Other current assets	33
Property and equipment	1,430
Operating lease right-of-use assets (1)	1,199
Goodwill	231
Spectrum licenses	1,730
Other intangible assets	397
Equipment installment plan receivables due after one year	388
Deferred tax assets	55
Other assets	126
Total assets acquired	6,614
Accounts payable and accrued liabilities	301
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	208
Total liabilities assumed	3,759
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 $231 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 $231 million, the preliminary amount deductible for tax purposes is $15 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,

Index for Notes to the Condensed Consolidated Financial Statements

therefore, represents a Level 3 measurement as defined in ASC 820. The key assumptions in applying the income approach 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 equipment installment plan (“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 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. 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 September 30, 2025, were not material to our Condensed 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 Condensed 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 the Condensed Consolidated Financial Statements

Intangible Assets

Goodwill with a provisionally assigned value of $343 million 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 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. 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 September 30, 2025, were not material to our Condensed 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 Condensed 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 with a provisionally assigned value of $105 million represents the excess of the consideration transferred over the fair values of assets acquired 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 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. 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.

Index for Notes to the Condensed Consolidated Financial Statements

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 with our proportionate share of earnings presented within Other (expense) income, net on our Condensed 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 Condensed 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 the Condensed Consolidated 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 10.5% and 11.1% as of September 30, 2025, and December 31, 2024, respectively.

The following table summarizes the EIP receivables, including imputed discounts and related allowance for credit losses:

(in millions)	September 30,<br>2025		December 31,<br>2024
EIP receivables, gross	$	7,747	$	7,402
Unamortized imputed discount	(490)		(524)
EIP receivables, net of unamortized imputed discount	7,257		6,878
Allowance for credit losses	(342)		(290)
EIP receivables, net of allowance for credit losses and imputed discount (1)	$	6,915	$	6,588
Classified on our condensed consolidated balance sheets as:
Equipment installment plan receivables, net of allowance for credit losses and imputed discount	$	4,599	$	4,379
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount	2,316		2,209
EIP receivables, net of allowance for credit losses and imputed discount	$	6,915	$	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 September 30, 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	$	3,439	$	788	$	2,111	$	476	$	258	$	34	$	5,808	$	1,298	$	7,106
31 - 60 days past due	16		21		10		14		1		1		27		36		63
61 - 90 days past due	7		14		9		11		2		1		18		26		44
More than 90 days past due	9		12		8		12		1		2		18		26		44
EIP receivables, net of unamortized imputed discount	$	3,471	$	835	$	2,138	$	513	$	262	$	38	$	5,871	$	1,386	$	7,257

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 the Condensed Consolidated 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 nine months ended September 30, 2025:

(in millions)	Originated in 2025		Originated in 2024		Originated prior to 2024		Total
Write-offs	$	117	$	299	$	56	$	472

Activity for the nine months ended September 30, 2025 and 2024, in the allowance for credit losses and unamortized imputed discount balances for the accounts receivable and EIP receivables segments were as follows:

	September 30, 2025							September 30, 2024
(in millions)	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
Bad debt expense	478		447		925			409			427			836
Write-offs	(458)		(472)		(930)			(408)			(427)			(835)
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		100		100			N/A			87			87
Impact on the imputed discount from sales of EIP receivables	N/A		(135)		(135)			N/A			(155)			(155)
Allowance for credit losses and imputed discount, end of period	$	206	$	832	$	1,038		$	162		$	705		$	867

Off-Balance-Sheet Credit Exposures

We do not have material off-balance-sheet credit exposures as of September 30, 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 Condensed 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 condensed 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”), which has been revised and extended from time to time. As of both September 30, 2025, and December 31, 2024, the EIP Sale Arrangement provided funding of $1.3 billion.

In connection with this EIP Sale Arrangement, we formed a wholly owned subsidiary, which qualifies as a bankruptcy remote entity (the “EIP BRE”). We consolidate the EIP BRE under the VIE model.

Index for Notes to the Condensed Consolidated Financial Statements

The following table summarizes the carrying amounts and classification of liabilities, which consist of the recourse guarantee, included on our Condensed Consolidated Balance Sheets with respect to the EIP BRE:

(in millions)	September 30,<br>2025	December 31,<br>2024
Other current liabilities	97	81
Other long-term liabilities	14	32

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”). On February 25, 2025, we extended the scheduled expiration date of the Service Receivable Sale Arrangement to February 24, 2026. As of both September 30, 2025, and December 31, 2024, the Service Receivable Sale Arrangement provided funding of $775 million.

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”). We consolidate the Service BRE under the VIE model.

The following table summarizes the carrying amounts and classification of liabilities included on our Condensed Consolidated Balance Sheets with respect to the Service BRE:

(in millions)	September 30,<br>2025	December 31,<br>2024
Other current liabilities	288	328

Sales of Receivables

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.

For the three and nine months ended September 30, 2025, all cash proceeds associated with sold receivables are recognized within Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows. For the three and nine months ended September 30, 2024, 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 Condensed Consolidated Statements of Cash Flows.

The recourse guarantee 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 Condensed 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 $137 million and $148 million as of September 30, 2025, and December 31, 2024, respectively. These liabilities were collateralized by $523 million and $286 million of gross service receivables and $535 million and $505 million of gross EIP receivables pledged, but unsold as of September 30, 2025, and December 31, 2024, respectively, which represent our maximum exposure under the recourse guarantee.

Index for Notes to the Condensed Consolidated Financial Statements

The following table summarizes the impact of the sales of certain service receivables and EIP receivables on our Condensed Consolidated Balance Sheets:

(in millions)	September 30,<br>2025		December 31,<br>2024
Derecognized net service accounts receivable and EIP receivables	$	1,663	$	1,616
Other current liabilities	385		409
of which, recourse guarantee	123		116
Other long-term liabilities	14		32
of which, recourse guarantee	14		32
Net cash proceeds since inception	1,394		1,468
Of which:
Change in net cash proceeds during the year-to-date period	(74)		(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 and deferred purchase price assets, of $17 million and $23 million for the three months ended September 30, 2025 and 2024, respectively, and $58 million and $69 million for the nine months ended September 30, 2025 and 2024, respectively, in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

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	September 30,<br>2025		December 31,<br>2024
Land		$	100	$	69
Buildings and equipment	Up to 30 years	4,652		4,377
Wireless communications systems	Up to 20 years	68,770		65,778
Leasehold improvements	Up to 10 years	2,704		2,588
Capitalized software	Up to 8 years	21,041		18,566
Leased wireless devices	Up to 16 months	42		145
Construction in progress	N/A	3,402		3,377
Accumulated depreciation and amortization		(61,993)		(56,367)
Property and equipment, net		$	38,718	$	38,533

Total depreciation expense relating to property and equipment and financing lease right-of-use assets was $3.2 billion and $2.9 billion for the three months ended September 30, 2025 and 2024, respectively, and $9.1 billion and $9.2 billion for the nine months ended September 30, 2025 and 2024, respectively.

We capitalize interest associated with the acquisition or construction of certain property and equipment and spectrum intangible assets. We recognized capitalized interest of $13 million and $9 million for the three months ended September 30, 2025 and 2024, respectively, and $33 million and $26 million for the nine months ended September 30, 2025 and 2024, respectively.

Asset retirement obligations are primarily for certain legal obligations to remediate leased property on which our network infrastructure and administrative assets are located.

Index for Notes to the Condensed Consolidated Financial Statements

Activity in our asset retirement obligations for the nine months ended September 30, 2025, was as follows:

(in millions)	Asset Retirement Obligations
Asset retirement obligations, beginning of year	$	1,535
Fair value of liabilities acquired from the UScellular Acquisition	165
Liabilities incurred	18
Liabilities settled	(40)
Accretion expense	52
Asset retirement obligations, end of period	$	1,730
Classified on the condensed consolidated balance sheets as:
Other current liabilities	$	117
Other long-term liabilities	1,613

The corresponding assets, net of accumulated depreciation, related to asset retirement obligations were $565 million and $423 million as of September 30, 2025 and December 31, 2024, respectively.

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 three and nine months ended September 30, 2025, within Impairment expense on our Condensed 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 nine months ended September 30, 2025, are as follows:

(in millions)	Goodwill
Balance as of December 31, 2024, net of accumulated impairment losses of $10,984	$	13,005
Adjustment to goodwill from the Ka’ena Acquisition	6
Provisionally assigned goodwill from acquisitions in 2025	679
Balance as of September 30, 2025, net of accumulated impairment losses of $10,984	$	13,690

Spectrum Licenses

The following table summarizes our spectrum license activity for the nine months ended September 30, 2025:

(in millions)	Spectrum
Spectrum licenses, beginning of year	$	100,558
Spectrum license acquisitions	1,134
Spectrum licenses acquired from the UScellular Acquisition	1,730
Spectrum licenses transferred to held for sale	(5,674)
Costs to clear spectrum	1
Spectrum licenses, end of period	$	97,749

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 Condensed Consolidated Statements of Cash Flows.

Index for Notes to the Condensed Consolidated Financial Statements

License Purchase Agreements

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 Federal Communications Commission (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 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. We anticipate our acquisition of this accelerated portion of the Comcast Licenses to close in the first half 2026, with the remaining spectrum license acquisitions expected to close in the first half of 2028.

Index for Notes to the Condensed Consolidated Financial Statements

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 nine months ended September 30, 2025, we recognized an associated gain of $151 million as a reduction to Selling, general and administrative expenses on our Condensed 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 September 30, 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 Condensed 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 is currently expected to close in the fourth quarter of 2025 or first quarter of 2026. We do not expect the transaction to have a material impact on our Condensed Consolidated Statements of 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.

Spectrum Exchange Transactions

During the nine months ended September 30, 2025, we recognized $173 million, and during the three and nine months ended September 30, 2024, we recognized $26 million and $165 million, respectively, of non-cash spectrum license acquisitions associated with the closing of certain spectrum exchange transactions. There were no non-cash spectrum license acquisitions during the three months ended September 30, 2025.

During the nine months ended September 30, 2025, we recognized $13 million, and during the three and nine months ended September 30, 2024, we recognized $10 million and $57 million, respectively, of gains associated with the closing of certain spectrum exchange transactions as a reduction to Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income. There were no gains or losses associated with spectrum exchange transactions during the three months ended September 30, 2025.

As of September 30, 2025, $243 million of spectrum licenses were classified as held for sale within Other assets on our Condensed 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 Condensed Consolidated Statements of Comprehensive Income.

Other Intangible Assets

The components of Other intangible assets were as follows:

	Useful Lives		September 30, 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		$	7,597		$	(4,650)		$	2,947		$	5,427		$	(4,123)		$	1,304
Reacquired rights	Up to 9 years		770			(393)			377			770			(323)			447
Tradenames and patents (1)	Up to 19 years		418			(179)			239			338			(157)			181
Favorable spectrum leases	Up to 27 years		567			(177)			390			620			(169)			451
Other (1)	Up to 10 years		557			(393)			164			478			(349)			129
Other intangible assets			$	9,909		$	(5,792)		$	4,117		$	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.

Index for Notes to the Condensed Consolidated Financial Statements

Amortization expense for intangible assets subject to amortization was $260 million and $221 million for the three months ended September 30, 2025 and 2024, respectively, and $688 million and $637 million for the nine months ended September 30, 2025 and 2024, respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization is summarized below:

(in millions)	Estimated Future Amortization
Twelve Months Ending September 30,
2026	$	1,046
2027	820
2028	617
2029	470
2030	302
Thereafter	862
Total	$	4,117

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 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 Condensed 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.

We record derivatives on our Condensed 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 Condensed 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

Index for Notes to the Condensed Consolidated Financial Statements

amounts, are recorded within Other (expense) income, net on our Condensed 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 Condensed 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 Condensed Consolidated Statements of Comprehensive Income. If an amount remains in Accumulated other comprehensive loss on our Condensed 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:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Other (expense) income, net
Pre-tax transaction gain (loss) on remeasurement of EUR-denominated debt	$	25	$	(84)	$	(654)	$	(77)
Amount recognized in Other (expense) income, net reclassified from Accumulated other comprehensive loss	(25)		84		654		77
Accumulated other comprehensive loss
Amount recognized in Accumulated other comprehensive loss reclassified to Other (expense) income, net	$	25	$	(84)	$	(654)	$	(77)
(Loss) gain associated with the change in fair value of cross-currency swaps recognized in Accumulated other comprehensive loss	(52)		68		439		21

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 $820 million and $960 million are presented in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024, respectively.

During the three months ended September 30, 2025 and 2024, we amortized $64 million and $59 million, respectively, and during the nine months ended September 30, 2025 and 2024, we amortized $189 million and $175 million, respectively, from Accumulated other comprehensive loss into Interest expense, net, on our Condensed Consolidated Statements of Comprehensive Income. We expect to amortize $269 million of the Accumulated other comprehensive loss associated with the derivatives into Interest expense, net, over the 12 months ending September 30, 2026.

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 asset-backed notes (“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 Facility due March 2036 (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 Facility due March 2036 was 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 Facility due March 2036. The fair value estimates were based on information available as of September 30, 2025, and December 31, 2024. As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.

Index for Notes to the Condensed Consolidated Financial Statements

The carrying amounts and fair values of our short-term and long-term debt, excluding accrued interest, included on our Condensed Consolidated Balance Sheets were as follows:

(in millions)	Level within the Fair Value Hierarchy	September 30, 2025						December 31, 2024
		Fair Value		Carrying Amount			Fair Value
Liabilities:
Senior Notes to third parties	1	$	73,336		$	69,340		$	71,783	$	65,631
Senior Notes to third parties (-denominated)	2	5,543			5,512			2,058		2,125
Senior Notes to affiliates	2	1,498			1,503			1,497		1,491
Senior Secured Notes to third parties	1	940			926			1,361		1,330
ABS Notes to third parties	2	1,994			2,016			1,566		1,570
ECA Facility to third parties	2	885			918			—		—

All values are in Euros.

Note 9 – Debt

The following table sets forth the debt balances and activity as of, and for the nine months ended, September 30, 2025:

(in millions)	December 31,<br>2024		Proceeds from Issuances and Borrowings (1)		Note Redemptions (1)		Repayments		Reclassifications (1)		Other (2)		September 30,<br>2025
Short-term debt	$	4,068	$	—	$	(3,000)	$	(1,064)	$	6,348	$	(19)	$	6,333
Long-term debt	72,700		8,266		(499)		—		(6,348)		2,246		76,365
Total debt to third parties	76,768		8,266		(3,499)		(1,064)		—		2,227		82,698
Long-term debt to affiliates	1,497		—		—		—		—		1		1,498
Total debt	$	78,265	$	8,266	$	(3,499)	$	(1,064)	$	—	$	2,228	$	84,196

(1)Issuances and borrowings, note redemptions and reclassifications are recorded net of accrued or paid issuance costs and discounts.

(2)Other includes the amortization of premiums, discounts, debt issuance costs and consent fees, the impact from changes in foreign currency exchange rates and $1.7 billion of notes issued in settlement of the Exchange Offers. See Note 2 – Business Combinations for further information regarding the Exchange Offers.

Our effective interest rate, excluding the impact of derivatives and capitalized interest, was 4.2% and 4.0% on weighted-average debt outstanding of $83.2 billion and $78.1 billion for the three months ended September 30, 2025 and 2024, respectively, and 4.1% on weighted-average debt outstanding of $82.1 billion and $78.1 billion for the nine months ended September 30, 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.

Index for Notes to the Condensed Consolidated Financial Statements

Issuances and Borrowings

During the nine months ended September 30, 2025, we issued and borrowed the following debt:

(in millions)	Principal Issuances		Discounts/Premiums and Issuance Costs, Net		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 (1)	489		56		—		August 5, 2025
6.250% Senior Notes due 2069 (1)	393		3		—		August 5, 2025
5.500% Senior Notes due March 2070 (1)	401		(42)		—		August 5, 2025
5.500% Senior Notes due June 2070 (1)	395		(42)		—		August 5, 2025
Total of Senior Notes issued	8,027		(74)		6,300
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
Total of credit facility borrowed	1,000		(30)		970
Total Issuances and Borrowings	$	10,027	$	(108)	$	8,266

(1)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 September 30, 2025, on October 9, 2025, we issued $800 million of 4.625% Senior Notes due 2033, $1.0 billion of 4.950% Senior Notes due 2035 and $1.0 billion of 5.700% Senior Notes due 2056.

Note Redemptions and Repayments

During the nine months ended September 30, 2025, we made the following 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	%
Total Redemptions	$	3,500	$	1
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	276		—		Various	N/A
4.910% Class A Senior ABS Notes due 2025	570		—		Various	N/A
Total Repayments	$	1,064	$	—

(1)Write-off of issuance costs and consent fees are included in Other (expense) income, net on our Condensed 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 Condensed Consolidated Statements of Cash Flows.

Subsequent to September 30, 2025, on October 2, 2025, we delivered notice of redemption on $1.5 billion aggregate principal amount of our 7.625% Senior Notes due 2026. We will redeem the notes at par on November 1, 2025.

Index for Notes to the Condensed Consolidated Financial Statements

Asset-backed Notes

On February 27, 2025, we issued $500 million of 4.740% Class A Senior ABS Notes, and on August 6, 2025, we issued $500 million of 4.340% Class A Senior ABS Notes, each to third parties in a private placement transaction. Net proceeds from these ABS Notes are presented in Proceeds from issuance of long-term debt, net on our Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2025.

As of September 30, 2025, $2.0 billion of our ABS Notes were secured in total by $2.6 billion of gross EIP receivables and future collections on such receivables. Our ABS Notes and the assets securing this debt are included on our Condensed Consolidated Balance Sheets.

The expected maturities of our ABS Notes as of September 30, 2025, were as follows:

(in millions)	Expected Maturities
2026	$	594
2027	1,050
2028	356
Total	$	2,000

Variable Interest Entities

In connection with our ABS Notes issuances, 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. Each of 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. Accordingly, we include the balances and results of operations of the ABS Entities on our condensed consolidated financial statements.

The following table summarizes the carrying amounts and classification of assets and liabilities included on our Condensed Consolidated Balance Sheets with respect to the ABS Entities:

(in millions)	September 30,<br>2025		December 31,<br>2024
Assets
Equipment installment plan receivables, net	$	1,810	$	1,472
Equipment installment plan receivables due after one year, net	595		352
Other current assets	227		151
Liabilities
Accounts payable and accrued liabilities	$	3	$	2
Short-term debt	364		570
Long-term debt	1,629		996

See Note 4 – Receivables and Related Allowance for Credit Losses for additional information on the EIP receivables used to secure the ABS Notes.

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. See Note 17– Additional Financial Information for our reconciliation of Cash and cash equivalents, including restricted cash.

ECA Facilities

On January 31, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., 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 Condensed Consolidated Statements of Cash Flows. Borrowings

Index for Notes to the Condensed Consolidated Financial Statements

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 Secured Overnight Financing Rate for the interest period plus an applicable margin.

On August 29, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., 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). Any amounts drawn under this ECA Facility through the availability period, which terminates December 31, 2025, will mature on November 30, 2036. As of September 30, 2025, the ECA Facility due November 2036 is undrawn.

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 condensed 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 Condensed 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 our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”), 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 Condensed 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

Index for Notes to the Condensed Consolidated Financial Statements

equipment, net on our Condensed Consolidated Balance Sheets and are depreciated to their estimated residual values over the expected useful life of the towers, which is 20 years.

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 Condensed Consolidated Balance Sheets:

(in millions)	September 30,<br>2025		December 31,<br>2024
Property and equipment, net	$	1,959	$	2,069
Tower obligations	3,568		3,664
Other long-term liabilities	554		554

Future minimum payments related to the tower obligations are approximately $387 million for the 12-month period ending September 30, 2026, $804 million in total for both of the 12-month periods ending September 30, 2027 and 2028, $855 million in total for both of the 12-month periods ending September 30, 2029 and 2030, and $3.4 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 $244 million in our Operating lease liabilities as of September 30, 2025.

Note 11 – Revenue from Contracts with Customers

Disaggregation of Revenue

We provide wireless communications services to three primary categories of customers:

•Postpaid customers generally include customers who are qualified to pay after receiving wireless communications services utilizing phones, 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT);

•Prepaid customers generally include customers who pay for wireless communications services in advance; and

•Wholesale customers 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:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Postpaid service revenues
Postpaid phone revenues	$	12,645	$	11,600	$	36,497	$	34,055
Postpaid other revenues	2,237		1,708		6,057		4,783
Total postpaid service revenues	$	14,882	$	13,308	$	42,554	$	38,838

The balances presented in each revenue line item on our Condensed 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

Index for Notes to the Condensed Consolidated Financial Statements

services. Revenue generated from the lease of mobile communication devices is included in Equipment revenues on our Condensed Consolidated Statements of Comprehensive Income.

Contract Balances

The contract asset and contract liability balances from contracts with customers as of September 30, 2025, and December 31, 2024, were as follows:

(in millions)	Contract <br>Assets		Contract <br>Liabilities
Balance as of December 31, 2024	$	720	$	1,219
Balance as of September 30, 2025	1,030		1,622
Change	$	310	$	403

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 $752 million and $492 million as of September 30, 2025, and December 31, 2024, respectively, was included in Other current assets on our Condensed 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 Condensed Consolidated Balance Sheets.

Revenues for the three and nine months ended September 30, 2025 and 2024, include the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Amounts included in the beginning of year contract liability balance	$	77	$	27	$	1,127	$	758

Remaining Performance Obligations

As of September 30, 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 $2.2 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 September 30, 2025, the aggregate amount of the contractual minimum consideration for wholesale, roaming and service contracts is $158 million, $1.1 billion and $2.8 billion for the remainder of 2025, 2026 and 2027 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 September 30, 2025, and December 31, 2024, and is included in Other assets on our Condensed 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 Condensed Consolidated Statements of Comprehensive Income were $474 million and $490 million for the three months ended September 30, 2025 and 2024, respectively, and $1.4 billion and $1.5 billion for the nine months ended September 30, 2025 and 2024, respectively.

Index for Notes to the Condensed Consolidated Financial Statements

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 three and nine months ended September 30, 2025 and 2024.

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 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 Part II, Item 8, Note 1 – Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2024.

Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, G. Michael Sievert. The CODM uses Net income, as reported on our Condensed 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:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Total revenues	$	21,957	$	20,162	$	63,975	$	59,528
Less: Significant and other segment expenses
Cost of equipment sales	4,853		4,307		14,310		12,794
Employee expenses	2,210		1,779		6,021		5,187
Lease expense	1,340		1,270		3,805		3,795
Advertising expense	906		754		2,582		2,143
Bad debt expense	337		299		925		836
Other segment items (1)	4,095		3,806		11,759		11,579
Impairment expense	278		—		278		—
Depreciation and amortization	3,408		3,151		9,752		9,770
Interest expense, net	924		836		2,762		2,570
Other expense (income), net	78		(7)		135		(19)
Income tax expense	814		908		2,757		2,515
Segment net income	$	2,714	$	3,059	$	8,889	$	8,358

(1)Other segment items included in Segment net income primarily includes certain third-party commissions, external labor and services and backhaul expenses.

Note 13 – Stockholder Return Program

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 that will run through December 31, 2025 (the “2025 Stockholder Return Program”). The 2025 Stockholder Return Program consists of repurchases of shares of our common stock and the payment of cash dividends. The amount available under the 2025 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.

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.

Index for Notes to the Condensed Consolidated Financial Statements

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 will be paid on December 11, 2025, to stockholders of record as of the close of business on November 26, 2025.

During the three and nine months ended September 30, 2025, we paid an aggregate of $987 million and $3.0 billion, respectively, in cash dividends to our stockholders, which were presented within Net cash (used in) provided by financing activities on our Condensed Consolidated Statements of Cash Flows, of which during the three and nine months ended September 30, 2025, $514 million and $1.6 billion, respectively, were paid to Deutsche Telekom AG (“DT”). As of September 30, 2025, $1.1 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets, of which $595 million is payable to DT.

During the three months ended September 30, 2025, we repurchased 10,204,072 shares of our common stock at an average price per share of $242.01 for a total purchase price of $2.5 billion, and during the nine months ended September 30, 2025, we repurchased 30,444,090 shares of our common stock at an average price per share of $243.36 for a total purchase price of $7.4 billion, under the 2025 Stockholder Return Program. All shares repurchased during the three and nine months ended September 30, 2025, were purchased at market price. As of September 30, 2025, we had up to $3.6 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.

Note 14 – Earnings Per Share

The computation of basic and diluted earnings per share was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except shares and per share amounts)	2025		2024		2025		2024
Net income	$	2,714	$	3,059	$	8,889	$	8,358
Weighted-average shares outstanding – basic (1)	1,123,754,096		1,166,961,755		1,133,743,367		1,174,069,336
Effect of dilutive securities:
Outstanding stock options and unvested stock awards (1)	2,873,612		3,687,806		3,177,154		3,567,809
Weighted-average shares outstanding – diluted	1,126,627,708		1,170,649,561		1,136,920,521		1,177,637,145
Earnings per share – basic	$	2.42	$	2.62	$	7.84	$	7.12
Earnings per share – diluted	$	2.41	$	2.61	$	7.82	$	7.10
Potentially dilutive securities:
Outstanding stock options and unvested stock awards	2,630,711		8,596		1,588,901		45,610
Ka’ena Acquisition earnout (2)	—		1,228,008		—		685,713

(1)     For three and nine months ended September 30, 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 September 30, 2025, as further described below.

(2)     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 September 30, 2024.

As of September 30, 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 September 30, 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 three and nine months ended September 30, 2025. The Ka’ena Shares are expected to be issued after the Ka’ena Acquisition earnout payment date.

Index for Notes to the Condensed Consolidated Financial Statements

Note 15 – 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:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Operating lease expense	$	1,263	$	1,203	$	3,636	$	3,580
Financing lease expense:
Amortization of right-of-use assets	203		198		596		588
Interest on lease liabilities	31		33		96		83
Total financing lease expense	234		231		692		671
Variable lease expense	77		67		169		215
Total lease expense	$	1,574	$	1,501	$	4,497	$	4,466

As of September 30, 2025, the weighted-average remaining lease term and discount rate for operating leases were 8 years and 4.5%, respectively.

Maturities of lease liabilities as of September 30, 2025, were as follows:

(in millions)	Operating Leases		Finance Leases
Twelve Months Ending September 30,
2026	$	4,813	$	1,223
2027	4,759		816
2028	4,393		370
2029	4,072		26
2030	3,731		4
Thereafter	14,703		8
Total lease payments	36,471		2,447
Less: imputed interest	(6,142)		(104)
Total	$	30,329	$	2,343

Interest payments for financing leases were $31 million and $30 million for the three months ended September 30, 2025 and 2024, respectively, and $96 million and $79 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, we have additional operating leases for commercial properties that have not yet commenced with future lease payments of approximately $56 million.

As of September 30, 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 Note10– 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.

Index for Notes to the Condensed Consolidated Financial Statements

Note 16 – 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 September 30, 2025:

(in millions)	Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years		Total
Purchase commitments (1)	$	4,936	$	5,703	$	2,393	$	2,773	$	15,805

(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.

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 Group Corp. (“SoftBank”) and DISH Network Corporation 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, and the marketing of an in-home broadband product where spectrum capacity is available. Other commitments relate to national security, pricing, service, employment and support of diversity initiatives. 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 condensed 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 condensed 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 material adverse effect on our financial position, but we note that an unfavorable outcome of

Index for Notes to the Condensed Consolidated Financial Statements

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 September 22, 2025, T-Mobile and Sprint filed a petition for rehearing and rehearing en banc. 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. These matters include, among other things, certain ongoing FCC and state government agency investigations into Sprint’s Lifeline program. In September 2019, Sprint notified the FCC that it had claimed monthly subsidies for serving subscribers, even though these subscribers may not have met usage requirements under Sprint's usage policy for the Lifeline program, due to an inadvertent coding issue in the system used to identify qualifying subscriber usage that occurred in July 2017 while the system was being updated. Sprint has made a number of payments to reimburse the federal government and certain states for excess subsidy payments.

We note that, pursuant to Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among the Company, Sprint and the other parties named therein, SoftBank agreed to indemnify us against certain specified matters and losses, including those relating to the Lifeline matters described above. Resolution of these matters could require us to make additional reimbursements and pay additional fines and penalties, which we do not expect to have a significant impact on our financial results. We expect that any additional liabilities related to these indemnified matters would be indemnified and reimbursed by SoftBank. On October 1, 2025, the pledge agreement entered into on December 26, 2023 substantially concurrently with the issuance to SoftBank of the T-Mobile common stock representing the true-up shares, as described in and pursuant to the terms of the Letter Agreement, dated February 20, 2020, by and between SoftBank, Deutsche Telekom AG and us, was terminated in accordance with the satisfaction of all active corresponding indemnification obligations.

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”). We immediately began an investigation and engaged cybersecurity experts to assist with the assessment of the incident and to help determine what data was impacted. 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. With the assistance of our outside cybersecurity experts, we located and closed the unauthorized access to our systems and identified current, former and prospective customers whose information was impacted and notified them, consistent with state and federal requirements. We also undertook a number of other measures to demonstrate our continued support and commitment to data privacy and protection. We also coordinated with law enforcement. Our forensic investigation is complete, and we believe we have a full view of the data compromised.

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

Index for Notes to the Condensed Consolidated Financial Statements

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.

In addition, in September 2022, a purported Company shareholder filed a derivative action in the Delaware Court of Chancery under the caption Harper v. Sievert, et al., Case No. 2022-0819-SG, against our current directors and certain of our former directors, alleging claims for breach of fiduciary duty relating to the Company’s cybersecurity practices. We are also named as a nominal defendant in the lawsuit. On May 31, 2024, the court issued an opinion dismissing the plaintiff’s complaint in its entirety. The plaintiff appealed that decision, and on February 17, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision dismissing the complaint. We are unable at this time to predict whether we may be subject to further private litigation relating to the August 2021 cyberattack or the Company’s cybersecurity practices.

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.

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

Index for Notes to the Condensed Consolidated Financial Statements

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 17 – Additional Financial Information

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are summarized as follows:

(in millions)	September 30,<br>2025		December 31,<br>2024
Accounts payable	$	4,712	$	4,242
Property and other taxes, including payroll	1,534		1,524
Payroll and related benefits	1,272		1,072
Accrued interest	987		905
Other accrued liabilities	688		720
Accounts payable and accrued liabilities	$	9,193	$	8,463

Book overdrafts included in Accounts payable were $339 million and $460 million as of September 30, 2025, and December 31, 2024, respectively.

Supplemental Condensed Consolidated Statements of Cash Flows Information

The following table summarizes T-Mobile’s supplemental cash flow information:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Interest payments, net of amounts capitalized	$	997	$	947	$	2,923	$	2,778
Operating lease payments	1,269		1,127		3,685		3,928
Income tax payments	65		50		427		164
Non-cash investing and financing activities
Non-cash beneficial interest obtained in exchange for securitized receivables	$	—	$	789	$	—	$	2,283
Change in accounts payable and accrued liabilities for purchases of property and equipment	136		41		(458)		(1,085)
Operating lease right-of-use assets obtained in exchange for lease obligations	1,064		469		2,138		1,300
Financing lease right-of-use assets obtained in exchange for lease obligations	324		409		1,002		983
Deferred consideration related to the Ka’ena Acquisition	—		—		—		210
Debt assumed in the UScellular Acquisition	1,653		—		1,653		—

Cash and Cash Equivalents, Including Restricted Cash

Cash and cash equivalents, including restricted cash, presented on our Condensed Consolidated Statements of Cash Flows were included on our Condensed Consolidated Balance Sheets as follows:

(in millions)	September 30,<br>2025		December 31,<br>2024
Cash and cash equivalents	$	3,310	$	5,409
Restricted cash (included in Other current assets)	271		231
Restricted cash (included in Other assets)	84		73
Cash and cash equivalents, including restricted cash	$	3,665	$	5,713

Note 18 – Subsequent Events

On October 2, 2025, we delivered notice of redemption on $1.5 billion aggregate principal amount of our 7.625% Senior Notes due 2026. We will redeem the notes at par on November 1, 2025.

On October 9, 2025, we issued $800 million of 4.625% Senior Notes due 2033, $1.0 billion of 4.950% Senior Notes due 2035 and $1.0 billion of 5.700% Senior Notes due 2056.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Form 10-Q”) 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 our Annual Report on Form 10-K for the year ended December 31, 2024, and Part II, Item 1A of this Form 10-Q, 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;

•criminal cyberattacks, disruption, data loss or other security breaches;

•our inability to timely adopt and effectively deploy network technology developments;

•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, divestiture, investment, joint venture or merger 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;

•potential operational delays, higher procurement and operational costs, and regulatory and compliance complexities 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 disruption or failure 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;

•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;

•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 SoftBank Group Corp. (“SoftBank”) 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.

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 @MikeSievert X account (https://x.com/MikeSievert) and our Chief Executive Officer’s LinkedIn account (https://www.linkedin.com/in/sievert), both of which Mr. Sievert also uses as a means for personal communications and observations, the @SriniGopalan X account (https://x.com/SriniGopalan) and our COO’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.

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 condensed 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 condensed 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 unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. 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, which occurred on August 1, 2025.

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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 U.S. wireless and broadband industries, 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. 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 Condensed Consolidated Financial Statements.

UScellular Merger-Related Costs

UScellular 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 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 Condensed Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.

UScellular merger-related costs are presented below:

(in millions)		Three Months Ended September 30,											Nine Months Ended September 30,
	2025			2024					%			2025			2024					%
UScellular merger-related costs
Cost of services, exclusive of depreciation and amortization		$	7		$	—		7		NM			$	7		$	—		7		NM
Cost of equipment sales, exclusive of depreciation and amortization		2			—					NM			2			—					NM
Selling, general and administrative		64			16					300	%		111			16					594	%
Total UScellular merger-related costs		$	73		$	16		57		356	%		$	120		$	16		104		650	%
Net cash payments for UScellular merger-related costs		$	42		$	8		34		425	%		$	82		$	8		74		925	%

All values are in US Dollars.

NM - Not meaningful

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Anticipated Impacts

Our UScellular Acquisition restructuring and integration activities 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 negotiation with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the costs and related payments.

As a result of our ongoing 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.

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 Condensed Consolidated Financial Statements.

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 Condensed 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

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administrative expenses on our Condensed 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 Condensed Consolidated Financial Statements.

Sprint Merger-Related Costs

As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”) 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 were excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA for the three and nine months ended September 30, 2024, 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.

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 presented within Other (expense) income, net on our Condensed 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 Condensed 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 Condensed Consolidated Financial Statements.

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 are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years and will not have a material impact on our effective tax rate. Management continues to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.

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Results of Operations

Set forth below is a summary of our consolidated financial results:

	Three Months Ended September 30,				Change			Nine Months Ended September 30,				Change
(in millions)	2025		2024			%		2025		2024				%
Revenues
Postpaid revenues	$	14,882	$	13,308		12	%	$	42,554	$	38,838			10	%
Prepaid revenues	2,625		2,716		(91)	(3)	%	7,911		7,711			200	3	%
Wholesale and other service revenues	734		701		33	5	%	2,139		2,701			(562)	(21)	%
Total service revenues	18,241		16,725		1,516	9	%	52,604		49,250			3,354	7	%
Equipment revenues	3,465		3,207		258	8	%	10,608		9,564			1,044	11	%
Other revenues	251		230		21	9	%	763		714			49	7	%
Total revenues	21,957		20,162		1,795	9	%	63,975		59,528			4,447	7	%
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below	2,873		2,722		151	6	%	8,192		8,074			118	1	%
Cost of equipment sales, exclusive of depreciation and amortization shown separately below	4,853		4,307		546	13	%	14,310		12,794			1,516	12	%
Selling, general and administrative	6,015		5,186		829	16	%	16,900		15,466			1,434	9	%
Impairment expense	278		—		278	NM		278		—			278	NM
Depreciation and amortization	3,408		3,151		257	8	%	9,752		9,770			(18)	—	%
Total operating expenses	17,427		15,366		2,061	13	%	49,432		46,104			3,328	7	%
Operating income	4,530		4,796		(266)	(6)	%	14,543		13,424			1,119	8	%
Other expense, net
Interest expense, net	(924)		(836)		(88)	11	%	(2,762)		(2,570)			(192)	7	%
Other (expense) income, net	(78)		7		(85)	NM		(135)		19			(154)	(811)	%
Total other expense, net	(1,002)		(829)		(173)	21	%	(2,897)		(2,551)			(346)	14	%
Income before income taxes	3,528		3,967		(439)	(11)	%	11,646		10,873			773	7	%
Income tax expense	(814)		(908)		94	(10)	%	(2,757)		(2,515)			(242)	10	%
Net income	$	2,714	$	3,059		(11)	%	$	8,889	$	8,358			6	%
Statement of Cash Flows Data
Net cash provided by operating activities	$	7,457	$	6,139		21	%	$	21,296	$	16,744			27	%
Net cash used in investing activities	(10,139)		(3,307)		(6,832)	207	%	(15,107)		(6,772)			(8,335)	123	%
Net cash (used in) provided by financing activities	(4,238)		507		(4,745)	(936)	%	(8,250)		(5,293)			(2,957)	56	%
Non-GAAP Financial Measures
Adjusted EBITDA	$	8,684	$	8,243		5	%	$	25,490	$	23,948			6	%
Core Adjusted EBITDA	8,680		8,222		458	6	%	25,479		23,866			1,613	7	%
Adjusted Free Cash Flow	4,818		5,162		(344)	(7)	%	13,810		12,948			862	7	%

All values are in US Dollars.

NM - Not meaningful

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The following discussion and analysis is for the three and nine months ended September 30, 2025, compared to the same periods in 2024, unless otherwise stated.

Total revenues increased $1.8 billion, or 9%, for the three months ended and increased $4.4 billion, or 7%, for the nine months ended September 30, 2025. The components of these changes are discussed below.

Postpaid revenues increased $1.6 billion, or 12%, for the three months ended and increased $3.7 billion, or 10%, for the nine months ended September 30, 2025, 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 decreased $91 million, or 3%, for the three months ended and increased $200 million, or 3%, for the nine months ended September 30, 2025.

The decrease for the three months ended September 30, 2025, was primarily from:

•Lower prepaid ARPU. See “Prepaid ARPU” in the “Performance Measures” section of this MD&A; partially offset by

•Higher average prepaid customers.

The increase for the nine months ended September 30, 2025, was 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 increased $33 million, or 5%, for the three months ended and decreased $562 million, or 21%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

•Higher advertising revenues, primarily from the acquisitions of Vistar and Blis; partially offset by

•Lower MVNO revenues, including lower DISH and TracFone MVNO revenues.

The decrease for the nine months ended September 30, 2025, was primarily from:

•Lower MVNO revenues, including lower DISH 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 $258 million, or 8%, for the three months ended and increased $1.0 billion, or 11%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

•An increase in device sales revenue, primarily from:

•A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition; and

•Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix.

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The increase for the nine months ended September 30, 2025, was 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 $2.1 billion, or 13%, for the three months ended and increased $3.3 billion, or 7%, for the nine months ended September 30, 2025. The components of this change are discussed below.

Cost of services, exclusive of depreciation and amortization, increased $151 million, or 6%, for the three months ended and increased slightly for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

•Higher costs following the acquisition of the UScellular Wireless Business; and

•Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos; partially offset by

•Lower repair and maintenance expenses.

The increase for the nine months ended September 30, 2025, was primarily from:

•Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos; and

•Higher costs following the acquisition of the UScellular Wireless Business; mostly offset by

•Lower repair and maintenance expenses; and

•A decrease of $173 million in Merger-related costs related to network decommissioning and integration recognized in the prior year.

Cost of equipment sales, exclusive of depreciation and amortization, increased $546 million, or 13%, for the three months ended and increased $1.5 billion, or 12%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

•An increase in device cost of equipment sales, primarily from:

•A higher number of devices sold, primarily driven by higher postpaid upgrades and following the acquisition of the UScellular Wireless Business; and

•Higher average cost per device sold, primarily driven by an increase in the high-end phone mix.

The increase for the nine months ended September 30, 2025, was 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.

Selling, general and administrative expenses increased $829 million, or 16%, for the three months ended and increased $1.4 billion, or 9%, for the nine months ended September 30, 2025.

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The increase for the three months ended September 30, 2025, was primarily from:

•Higher personnel-related costs, including payroll, benefits and restructuring;

•Higher costs following the UScellular Acquisition, including merger-related costs; and

•Higher advertising expenses.

The increase for the nine months ended September 30, 2025, was primarily from:

•Higher personnel-related costs, including payroll, benefits and restructuring;

•Higher advertising expenses;

•Higher costs following the UScellular Acquisition, including merger-related costs; and

•A $100 million gain recognized in the prior period for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased; partially offset by

•A $151 million gain recognized in the current period related to the completed sale of a portion of our 3.45 GHz spectrum licenses.

Impairment expense was $278 million for the three and nine months ended September 30, 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 Condensed Consolidated Financial Statements for additional information.

Depreciation and amortization increased $257 million, or 8%, for the three months ended and was relatively flat for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily due to higher depreciation expense from assets acquired in the UScellular Acquisition.

The slight decrease for the nine months ended September 30, 2025, was primarily from:

•Higher depreciation expense from the acceleration of certain technology assets in the prior year; offset by

•Higher depreciation expense from assets acquired in the UScellular Acquisition.

Operating income, the components of which are discussed above, decreased $266 million, or 6%, for the three months ended and increased $1.1 billion, or 8%, for the nine months ended September 30, 2025.

Interest expense, net increased $88 million, or 11%, for the three months ended and increased $192 million, or 7%, for the nine months ended September 30, 2025, primarily from higher interest expense due to higher average debt outstanding and a higher average effective interest rate.

Other (expense) income, net changed $85 million, from net income of $7 million for the three months ended September 30, 2024, to a net expense of $78 million for the three months ended September 30, 2025, and changed $154 million, from net income of $19 million for the nine months ended September 30, 2024, to a net expense of $135 million for the nine months ended September 30, 2025, primarily from our proportionate share of losses from the Lumos and Metronet joint ventures.

Income before income taxes, the components of which are discussed above, was $3.5 billion and $4.0 billion for the three months ended September 30, 2025 and 2024, respectively, and $11.6 billion and $10.9 billion for the nine months ended September 30, 2025 and 2024, respectively.

Income tax expense decreased $94 million, or 10%, for the three months ended and increased $242 million, or 10%, for the nine months ended September 30, 2025.

The decrease for the three months ended September 30, 2025, was primarily from:

•Lower income before income taxes; partially offset by

•Net tax benefits recognized in the prior period from a remeasurement of deferred tax assets and liabilities in certain state jurisdictions.

Our effective tax rate was 23.1% and 22.9% for the three months ended September 30, 2025 and 2024, respectively.

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The increase for the nine months ended September 30, 2025, was primarily from:

•Higher income before income taxes; and

•Net tax benefits recognized in the prior period from adjustments to certain tax reserves.

Our effective tax rate was 23.7% and 23.1% for the nine months ended September 30, 2025 and 2024, respectively.

Net income, the components of which are discussed above, was $2.7 billion and $3.1 billion for the three months ended September 30, 2025 and 2024, respectively, and $8.9 billion and $8.4 billion for the nine months ended September 30, 2025 and 2024, respectively.

Net income included Impairment expense related to certain capitalized software development costs of $208 million, net of tax, for the three months ended and nine months ended September 30, 2025.

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)	September 30, 2025		December 31, 2024
Current assets	$	19,440	$	16,741
Noncurrent assets	179,607		179,335
Current liabilities	22,579		18,279
Noncurrent liabilities	128,774		122,934
Due to non-guarantors	1,387		1,507
Due to related parties	2,133		2,098

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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)	Nine Months Ended<br>September 30, 2025		Year Ended<br>December 31, 2024
Total revenues	$	61,980	$	78,996
Operating income	12,066		14,463
Net income	6,991		8,360
Revenue from non-guarantors	2,033		2,619
Operating expenses to non-guarantors	1,860		2,481
Other income (expense) to non-guarantors	9		(116)

The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint is presented in the table below:

(in millions)	September 30, 2025		December 31, 2024
Current assets	$	10,366	$	10,970
Noncurrent assets	18,971		14,734
Current liabilities	16,482		12,683
Noncurrent liabilities	100,734		96,145
Due to non-guarantors (1)	20,420		21,371
Due to related parties	2,133		2,098

(1)     The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the nine months ended September 30, 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)	Nine Months Ended<br>September 30, 2025		Year Ended<br>December 31, 2024
Total revenues	$	642	$	330
Operating loss	(3,205)		(3,628)
Net loss	(7,015)		(8,101)
Other expense, net, to non-guarantors	(333)		(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)	September 30, 2025		December 31, 2024
Current assets	$	10,366	$	10,970
Noncurrent assets	18,971		14,734
Current liabilities	16,553		12,756
Noncurrent liabilities	96,848		92,278
Due to non-guarantors (1)	11,431		12,318
Due to related parties	2,133		2,098

(1)     The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the nine months ended September 30, 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)	Nine Months Ended<br>September 30, 2025		Year Ended<br>December 31, 2024
Total revenues	$	642	$	330
Operating loss	(3,205)		(3,628)
Net loss	(6,995)		(8,041)
Other expense, net, to non-guarantors	(121)		(257)

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Performance Measures

In managing our business and assessing financial performance, we supplement the information provided by our condensed 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 wireless communications services 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 wireless industry on key operating and financial measures.

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 modems, 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 September 30,		Change
(in thousands)	2025	2024	#	%
Postpaid accounts (1) (2) (3)	33,979	30,631	3,348	11	%

(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:

	Three Months Ended September 30,		Change			Nine Months Ended September 30,		Change
(in thousands)	2025	2024	#	%		2025	2024		#	%
Postpaid net account additions	396	315	81	26	%	919	834		85	10	%

Postpaid net account additions increased 81,000, or 26%, for the three months ended and increased 85,000, or 10%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was 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.

The increase for the nine months ended September 30, 2025, was 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 modems, 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 September 30,		Change
(in thousands)	2025	2024	#	%
Customers, end of period
Postpaid phone customers (1)	84,632	78,110	6,522	8	%
Postpaid other customers (1) (2) (3)	29,431	24,075	5,356	22	%
Total postpaid customers	114,063	102,185	11,878	12	%
Prepaid customers (1) (4)	25,886	25,307	579	2	%
Total customers	139,949	127,492	12,457	10	%
Adjustments to customers (1) (2) (3) (4)	4,878	3,504	1,374	39	%

(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.

5G broadband customers included in Postpaid other customers were 7,163,000 and 5,377,000 as of September 30, 2025 and 2024, respectively. 5G broadband customers included in Prepaid customers were 792,000 and 625,000 as of September 30, 2025 and 2024, respectively. Fiber customers included in Postpaid other customers were 934,000 as of September 30, 2025.

Net Customer Additions

The following table sets forth the number of net customer additions:

	Three Months Ended September 30,			Change					Nine Months Ended September 30,			Change
(in thousands)	2025	2024	#		%		2025			2024			#		%
Net customer additions
Postpaid phone customers	1,007	865		142		16		%	2,332		2,174			158		7	%
Postpaid other customers	1,340	710		630		89		%	3,084		1,959			1,125		57	%
Total postpaid customers	2,347	1,575		772		49		%	5,416		4,133			1,283		31	%
Prepaid customers	43	24		19		79		%	127		155			(28)		(18)	%
Total net customer additions	2,390	1,599		791		49		%	5,543		4,288			1,255		29	%
Adjustments to customers (1) (2) (3) (4)	4,781	—		4,781		NM			4,878		3,504			1,374		39	%

(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.

NM - Not meaningful

Total net customer additions increased 791,000, or 49%, for the three months ended and increased 1,255,000, or 29%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

•Higher postpaid other net customer additions, primarily due to:

•Higher net additions from mobile internet devices, including from success in business customers;

•Higher broadband net additions;

•Higher net additions from other connected devices; and

•Higher postpaid phone net customer additions, primarily from higher gross additions, partially offset by increased deactivations from a growing customer base and higher churn; and

•Higher prepaid net customer additions, primarily from higher gross additions, partially offset by higher prepaid to postpaid migrations and increased deactivations from a growing customer base.

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•5G broadband net customer additions included in postpaid other net customer additions were 466,000 and 385,000 for the three months ended September 30, 2025 and 2024, respectively. 5G broadband net customer additions included in prepaid net customer additions were 40,000 and 30,000 for the three months ended September 30, 2025 and 2024, respectively.

•Fiber net customer additions included in postpaid other net customer additions were 54,000 for the three months ended September 30, 2025.

The increase for the nine months ended September 30, 2025, was 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 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

•Higher postpaid phone net customer additions, primarily from higher gross additions, partially offset by higher churn, primarily driven by the temporary impact of current year rate plan optimizations 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 1,280,000 and 1,089,000 for the nine months ended September 30, 2025 and 2024, respectively. 5G broadband net customer additions included in prepaid net customer additions were 104,000 and 137,000 for the nine months ended September 30, 2025 and 2024, respectively.

•Fiber net customer additions included in postpaid other net customer additions were 73,000 for the nine months ended September 30, 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:

		Three Months Ended September 30,						Change		Nine Months Ended September 30,				Change
	2025			2024		2025			2024
Postpaid phone churn		0.89	%		0.86		%	3 bps		0.90	%	0.84	%		6 bps
Prepaid churn		2.77	%		2.78		%	-1 bps		2.70	%	2.69	%		1 bps

Postpaid phone churn increased 3 basis points for the three months ended September 30, 2025, primarily due to higher industry switching.

Postpaid phone churn increased 6 basis points for the nine months ended September 30, 2025, primarily due to higher industry switching and from the temporary impact of current year rate plan optimizations.

Prepaid churn decreased slightly for the three months ended and increased slightly for the nine months ended September 30, 2025.

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

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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)		Three Months Ended September 30,											Nine Months Ended September 30,					Change
	2025			2024					%			2025			2024						%
Postpaid ARPA		$	149.44		$	145.60		3.84		3	%		$	148.54		$	143.02			5.52		4	%

All values are in US Dollars.

Postpaid ARPA increased $3.84, or 3%, for the three months ended and increased $5.52, or 4%, for the nine months ended September 30, 2025, 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;

•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.

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)		Three Months Ended September 30,											Nine Months Ended September 30,					Change
	2025			2024					%			2025			2024						%
Postpaid phone ARPU		$	50.71		$	49.79		0.92		2	%		$	50.25		$	49.22			1.03		2	%
Prepaid ARPU		33.93			35.81					(5)	%		34.41			36.27						(5)	%

All values are in US Dollars.

Postpaid Phone ARPU

Postpaid phone ARPU increased $0.92, or 2%, for the three months ended and increased $1.03, or 2%, for the nine months ended September 30, 2025, 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 higher ARPU; partially offset by

•Increased promotional activity, including the success of bundled offerings.

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Prepaid ARPU

Prepaid ARPU decreased $1.88, or 5%, for the three months ended and decreased $1.86, or 5%, for the nine months ended September 30, 2025.

The decrease for the three months ended September 30, 2025, was primarily from dilution from promotional activity and rate plan mix.

The decrease for the nine months ended September 30, 2025, was primarily from the inclusion of lower ARPU prepaid customers associated with the Ka’ena Acquisition.

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”), certain legal-related expenses, 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 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 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.

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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:

	Three Months Ended September 30,												Nine Months Ended September 30,						Change
(in millions, except percentages)	2025			2024					%		2025				2024				$	%
Net income	$	2,714		$	3,059			(345)		(11)		%	$	8,889		$	8,358			$	531	6	%
Adjustments:
Interest expense, net	924			836						11		%	2,762			2,570				192		7	%
Other expense (income), net	78			(7)						(1,214)		%	135			(19)				154		(811)	%
Income tax expense	814			908						(10)		%	2,757			2,515				242		10	%
Operating income	4,530			4,796						(6)		%	14,543			13,424				1,119		8	%
Depreciation and amortization	3,408			3,151						8		%	9,752			9,770				(18)		—	%
Stock-based compensation (1)	217			143						52		%	563			430				133		31	%
Merger-related costs, net	73			16						356		%	120			137				(17)		(12)	%
Legal-related expenses, net (3)	8			1						700		%	10			16				(6)		(38)	%
Impairment expense	278			—						NM			278			—				278		NM
Other, net (4)	170			136						25		%	224			171				53		31	%
Adjusted EBITDA	8,684			8,243						5		%	25,490			23,948				1,542		6	%
Lease revenues	(4)			(21)						(81)		%	(11)			(82)				71		(87)	%
Core Adjusted EBITDA	$	8,680		$	8,222			458		6		%	$	25,479		$	23,866			$	1,613	7	%
Net income margin (Net income divided by Service revenues)	15		%	18		%				-300 bps			17		%	17		%				— bps
Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues)	48		%	49		%				-100 bps			48		%	49		%				-100 bps
Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues)	48		%	49		%				-100 bps			48		%	48		%				— 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 condensed 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 nine months ended September 30, 2024, includes the $100 million gain recognized for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased.

(3)Legal-related expenses, 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 core business activities and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA.

NM - Not meaningful

Core Adjusted EBITDA increased $458 million, or 6%, for the three months ended and increased $1.6 billion, or 7%, for the nine months ended September 30, 2025. The components comprising Core Adjusted EBITDA are discussed further above.

The increase for the three months ended September 30, 2025, was primarily from:

•Higher Total service revenues; and

•Higher Equipment revenues, excluding Lease revenues; partially offset by

•Higher Selling, general and administrative expenses, excluding Special Items;

•Higher Cost of equipment sales, excluding Special Items; and

•Higher Cost of services, excluding Special Items.

The increase for the nine months ended September 30, 2025, 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;

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•Higher Selling, general and administrative expenses, excluding Special Items; and

•Higher Cost of services, excluding Special Items.

Adjusted EBITDA increased $441 million, or 5%, for the three months ended and increased $1.5 billion, or 6%, for the nine months ended September 30, 2025, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $17 million for the three months ended and decreased $71 million for the nine months ended September 30, 2025.

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:

	Three Months Ended September 30,				Change			Nine Months Ended September 30,				Change
(in millions)	2025		2024			%		2025		2024				%
Net cash provided by operating activities	$	7,457	$	6,139		21	%	$	21,296	$	16,744			27	%
Net cash used in investing activities	(10,139)		(3,307)		(6,832)	207	%	(15,107)		(6,772)			(8,335)	123	%
Net cash (used in) provided by financing activities	(4,238)		507		(4,745)	(936)	%	(8,250)		(5,293)			(2,957)	56	%

All values are in US Dollars.

Operating Activities

Net cash provided by operating activities increased $1.3 billion, or 21%, for the three months ended and increased $4.6 billion, or 27%, for the nine months ended September 30, 2025.

The increase for the three months ended September 30, 2025, was primarily from:

•A $954 million 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, and Equipment installment plan receivables, partially offset by higher use of cash from Other current and long-term assets, Short- and long-term operating lease liabilities and Other current and long-term liabilities; and

•A $364 million 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 $96 million and $132 million in net payments for Merger-related costs for the three months ended September 30, 2025 and 2024, respectively.

The increase for the nine months ended September 30, 2025, was primarily from:

•A $3.3 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 $1.2 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 $258 million and $666 million in net payments for Merger-related costs for the nine months ended September 30, 2025 and 2024, respectively.

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Investing Activities

Net cash used in investing activities increased $6.8 billion, or 207%, for the three months ended and increased $8.3 billion, or 123%, for the nine months ended September 30, 2025.

The use of cash for the three months ended September 30, 2025, was primarily from:

•$3.1 billion in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Metronet;

•$2.8 billion in Acquisition of companies, net of cash acquired, primarily from the acquisition of UScellular;

•$2.6 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network; and

•$1.6 billion in Purchases of spectrum and intangible assets, including the fiber customers purchased from Metronet (see Note3–Joint Ventures of the Notes to the Condensed Consolidated Financial Statements).

The use of cash for the nine months ended September 30, 2025, was primarily from:

•$7.5 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;

•$4.1 billion in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Lumos and Metronet;

•$3.5 billion of cash consideration, net of cash acquired, related to our acquisitions of UScellular, Vistar and Blis; and

•$2.5 billion in Purchases of spectrum and intangible assets, including the fiber customers purchased from Metronet (see Note 3 – Joint Ventures of the Notes to the Condensed 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 Condensed Consolidated Financial Statements); partially offset by

•$2.1 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 Condensed Consolidated Financial Statements).

Financing Activities

Net cash used in financing activities increased $4.7 billion from a net source of cash for the three months ended September 30, 2024, to a net use of cash for the three months ended September 30, 2025. Net cash used in financing activities increased $3.0 billion, or 56%, for the nine months ended September 30, 2025.

The use of cash for the three months ended September 30, 2025, was primarily from:

•$2.5 billion in Repurchases of common stock;

•$987 million in Dividends on common stock;

•$828 million in Repayments of long-term debt; and

•$318 million in Repayments of financing lease obligations; partially offset by

•$498 million in Proceeds from issuance of long-term debt, net.

The use of cash for the nine months ended September 30, 2025, was primarily from:

•$7.5 billion in Repurchases of common stock;

•$4.6 billion in Repayments of long-term debt;

•$3.0 billion in Dividends on common stock;

•$964 million in Repayments of financing lease obligations; and

•$394 million in Tax withholdings on share-based awards; partially offset by

•$8.3 billion in Proceeds from issuance of long-term debt, net.

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Cash and Cash Equivalents

As of September 30, 2025, our Cash and cash equivalents were $3.3 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 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:

	Three Months Ended September 30,												Nine Months Ended September 30,						Change
(in millions, except percentages)	2025			2024					%		2025				2024				$	%
Net cash provided by operating activities	$	7,457		$	6,139			1,318		21		%	$	21,296		$	16,744			$	4,552	27	%
Cash purchases of property and equipment, including capitalized interest	(2,639)			(1,961)						35		%	(7,486)			(6,628)				(858)		13	%
Proceeds related to beneficial interests in securitization transactions	—			984						(100)		%	—			2,832				(2,832)		(100)	%
Adjusted Free Cash Flow	$	4,818		$	5,162			(344)		(7)		%	$	13,810		$	12,948			$	862	7	%
Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues)	41		%	37		%				400 bps			40		%	34		%				600 bps
Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues)	26		%	31		%				-500 bps			26		%	26		%				— bps

All values are in US Dollars.

Adjusted Free Cash Flow decreased $344 million, or 7%, for the three months ended and increased $862 million, or 7%, for the nine months ended September 30, 2025.

The decrease for the three months ended September 30, 2025, was primarily from:

•Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases, including for increased greenfield site builds in the second half of the year and incremental capital expenditures following the acquisition of the UScellular Wireless Business; partially offset by

•Higher Net cash provided by operating activities, as described above.

•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 $96 million and $132 million in net payments for Merger-related costs for the three months ended September 30, 2025 and 2024, respectively.

The increase for the nine months ended September 30, 2025, was 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 in the second half of the year and incremental capital expenditures following the acquisition of the UScellular Wireless Business.

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•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 $258 million and $666 million in net payments for Merger-related costs for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 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 Condensed 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 Condensed 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.

Borrowing Capacity

We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $7.5 billion. As of September 30, 2025, there was no outstanding balance under the Revolving Credit Facility.

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 September 30, 2025, there was no outstanding balance under this program.

On August 29, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., 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 (the “ECA Facility due November 2036”). As of September 30, 2025, the ECA Facility due November 2036 is undrawn.

Debt Financing

On January 31, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into an 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 Condensed Consolidated Statements of Cash Flows.

As of September 30, 2025, our total debt and financing lease liabilities were $86.5 billion, excluding our tower obligations, of which $77.9 billion was classified as long-term debt and $1.2 billion was classified as long-term financing lease liabilities.

During the nine months ended September 30, 2025, we issued long-term debt for net proceeds of $8.3 billion, including proceeds from the ECA Facility due March 2036, and redeemed and repaid short- and long-term debt with an aggregate principal amount of $4.6 billion.

Subsequent to September 30, 2025, on October 2, 2025, we delivered notice of redemption on $1.5 billion aggregate principal amount of our 7.625% Senior Notes due 2026. We will redeem the notes at par on November 1, 2025.

Subsequent to September 30, 2025, on October 9, 2025, we issued $800 million of 4.625% Senior Notes due 2033, $1.0 billion of 4.950% Senior Notes due 2035 and $1.0 billion of 5.700% Senior Notes due 2056.

For more information regarding our debt financing transactions, see Note 9 – Debt of the Notes to the Condensed 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

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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.

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 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. We anticipate closing on the acquisition of approximately $45 million of the spectrum licenses in the first half of 2026, with the remaining spectrum license acquisitions expected to close 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 is currently expected to close in the fourth quarter of 2025 or first quarter 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 Condensed 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.

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 Condensed Consolidated Financial Statements.

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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.

For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed 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 Condensed 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 Condensed 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 residential 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 Condensed 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 Condensed 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 September 30, 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 Condensed Consolidated Financial Statements.

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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, 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 (as defined below), 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 2024. 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 September 30, 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, 2025. As of September 30, 2025, we have entered into $10.9 billion of financing leases under these financing lease facilities, of which $317 million and $984 million was executed during the three and nine months ended September 30, 2025, respectively.

Capital Expenditures

Our liquidity requirements for capital expenditures 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 Sprint, which is substantially complete, and investments in information technology platforms. We expect to maintain our investment in capital expenditures related to these efforts in 2025 compared to 2024, as we continue to build out our nationwide 5G network and 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 Condensed 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 that will run through December 31, 2025. The 2025 Stockholder Return Program consists of 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 2025 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.

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The 2025 Stockholder Return Program is consistent with the Company’s capital allocation framework outlined during its Capital Markets Day in September 2024. As discussed at Capital Markets Day, the Company expects its business plan to support approximately $80.0 billion in investments and capital returns between September 18, 2024, and the end of 2027. The Company currently plans to allocate such funds as follows:

•Up to $50.0 billion for share repurchases and cash dividends, which includes the 2025 Stockholder Return Program;

•Approximately $19.0 billion in a discretionary and flexible envelope for potential activities, which may include de-levering, investments in our core business, strategic investments, and/or additional capital returns to stockholders beyond the $50.0 billion initial allocation; and

•Approximately $11.0 billion for announced transactions, including the acquisitions closed during the nine months ended September 30, 2025. See Note 2 - Business Combinations, Note 3 - Joint Ventures and Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional information.

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 will be paid on December 11, 2025, to stockholders of record as of the close of business on November 26, 2025.

During the three and nine months ended September 30, 2025, we paid an aggregate of $987 million and $3.0 billion, respectively, in cash dividends to our stockholders, which was presented within Net cash (used in) provided by financing activities on our Condensed Consolidated Statements of Cash Flows. As of September 30, 2025, $1.1 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.

During the three months ended September 30, 2025, we repurchased 10,204,072 shares of our common stock at an average price per share of $242.01 for a total purchase price of $2.5 billion, and during the nine months ended September 30, 2025, we repurchased 30,444,090 shares of our common stock at an average price per share of $243.36 for a total purchase price of $7.4 billion, under the 2025 Stockholder Return Program. As of September 30, 2025, we had up to $3.6 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.

For additional information regarding the 2025 Stockholder Return Program, see Note 13 - Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements.

Related Party Transactions

We have related party transactions associated with DT or its respective affiliates in the ordinary course of business, including intercompany servicing and licensing.

As of October 17, 2025, DT held, directly or indirectly, approximately 52.1% 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 October 17, 2025, over approximately 56.1% 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.

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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 three months ended September 30, 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 three months ended September 30, 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 three months ended September 30, 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 $0.1 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 three months ended September 30, 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 three months ended September 30, 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 three months ended September 30, 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 three months ended September 30, 2025, were both under $0.1 million. We understand that the SoftBank subsidiary intends to continue such activities.

Critical Accounting Estimates

Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, and which are hereby incorporated by reference herein.

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 Condensed Consolidated Financial Statements.

Item 3. 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, foreign currency exchange rate fluctuations 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 September 30, 2025, we have €4.8 billion outstanding 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

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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.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in our periodic 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 include the use of a Disclosure Committee that is comprised of representatives from our Accounting, Legal, Treasury, Technology, Risk Management, Government Affairs and Investor Relations functions and are 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.

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, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. 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-Q.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) are filed as Exhibits 31.1 and 31.2 to this Form 10-Q.

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 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.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For more information regarding the legal proceedings in which we are involved, see Note 16 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

Other than the updated risk factors below, there have been no material changes in our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

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, experiences, capabilities and skills we need for all areas of our organization, including our CEO and members of our senior leadership team. Succession planning to ensure effective transfer of knowledge and a seamless transition when key personnel depart is also important to our long-term success. In September 2025, we announced that on November 1, 2025, G. Michael Sievert would retire as our Chief Executive Officer and continue to serve as Vice Chairman of the Company and Vice Chairman of our Board of Directors, and Srinivasan Gopalan would serve as our Chief Executive Officer. Our ability to execute our business strategies and retain key executives may be adversely affected by the transition. 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 in our corporate culture, organizational changes, limited remote working opportunities, and our compensation programs, may impact 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 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.

Any acquisition, divestiture, investment, joint venture or merger may subject us to significant risks, any of which may harm our business.

We may pursue acquisitions of, investments in, or joint ventures or mergers with, other companies, or the acquisition of technologies, services, products or other assets that we believe would complement or expand our business. We may also elect to divest some of our assets to third parties. Some of these potential transactions could be significant relative to the size of our business and operations. Any such transaction would involve a number of 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, locations, or other factors;

•difficulties in effectively integrating the financial, operational and sustainability systems of the business involved in any such transaction into (or supplanting such systems with) our financial, operational and sustainability reporting infrastructure and internal control framework in an effective and timely manner;

•risks of entering markets in which the Company has no or limited experience and where competitors have stronger market positions;

•to the extent any acquired business has any international operations, potential exposures to risks associated with maintaining and expanding such operations, including unfavorable and uncertain regulatory, political, economic, tax and labor conditions;

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•potential exposure to material liabilities not discovered in the due diligence process or as a result of any litigation arising in connection with any such transaction;

•significant transaction-related expenses in connection with any such transaction, whether consummated or not;

•risks related to our ability to obtain any required regulatory approvals necessary to consummate any such transaction; and

•any business, technology, service, or product involved in any such transaction may significantly under-perform relative to our expectations, and we may not achieve the benefits we expect from the transaction, which could, among other things, also result in a write-down of goodwill and other intangible assets associated with such transaction.

We formed joint ventures aimed at establishing a robust fiber broadband network that complements 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 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 joint venture partners. 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 results of operations and could also affect our reputation.

Additionally, in connection with our Sprint Merger 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, pricing and availability of rate plans. These Government Commitments materially increased our compliance obligations and could result in additional expenses and/or penalties in the future. In connection with the Prepaid Transaction, we and DISH entered into certain arrangements, including a Master Network Services Agreement (the “MNSA”), pursuant to which we provide DISH, for a period of seven years, network services for certain end users and infrastructure mobile network operator services to assist in the access and integration of the DISH network.

Any failure to fulfill our obligations under the Government Commitments and the MNSA in a timely manner could result in substantial fines, penalties, or other legal and administrative actions, liabilities, and reputational harm.

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 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, Iran-Israel and Israel-Hamas wars and further escalations thereof, and other macroeconomic factors.

The wireless industry, broadly, is dependent on population growth, including growth in the immigrant population. As a result, we expect the wireless industry’s customer growth rate to be moderate in comparison with historical growth rates, leading to ongoing competition for customers. In addition, the Government Commitments place certain limitations on our ability to increase prices, which limits our ability to pass along growing costs to 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/or 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 impact 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.

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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 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 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, which may lead to us increasing 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 potential 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 cause increases in 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The table below provides information regarding our share repurchases during the three months ended September 30, 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)
July 1, 2025 - July 31, 2025	3,516,378	$	235.10	3,516,378	$	6,239
August 1, 2025 - August 31, 2025	3,286,228	249.16		3,286,228	5,420
September 1, 2025 - September 30, 2025	3,401,466	242.24		3,401,466	3,609
Total	10,204,072			10,204,072

(1)    On December 13, 2024, we announced that our Board of Directors authorized a stockholder return program for up to $14.0 billion that will run through December 31, 2025. The amounts presented represent the remaining dollar amount authorized for purchase under the 2025 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 13 – Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements for more information about our 2025 Stockholder Return Program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On August 7, 2025, Ulf Ewaldsson, the Company’s former President, Technology, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell, subject to certain conditions (a) up to 7,500 shares of the Company’s common stock, and (b) all of the shares of the Company’s common stock he will acquire on February 15, 2026, upon the vesting of certain time-based restricted stock unit awards, up to a total of 14,868 shares. The duration of this trading plan is 270 days.

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Item 6. Exhibits

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	Date of First Filing	Exhibit Number	Filed Herein
4.1	Twenty-Ninth Supplemental Indenture, dated as of August 5, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to T-Mobile USA, Inc.’s 6.700% Senior Notes due 2033.	8-K	8/5/2025	4.2
4.2	Thirtieth Supplemental Indenture, dated as of August 5, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to T-Mobile USA, Inc.’s 6.250% Senior Notes due 2069.	8-K	8/5/2025	4.3
4.3	Thirty-First Supplemental Indenture, dated as of August 5, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to T-Mobile USA, Inc.’s 5.500% Senior Notes due March 2070.	8-K	8/5/2025	4.4
4.4	Thirty-Second Supplemental Indenture, dated as of August 5, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to T-Mobile USA, Inc.’s 5.500% Senior Notes due June 2070.	8-K	8/5/2025	4.5
4.5	Thirty-Third Supplemental Indenture, dated as of August 11, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.	POSASR	10/6/2025	4.9
4.6	Twenty-Sixth Supplemental Indenture, dated as of August 11, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.				X
4.7	Fifty-Second Supplemental Indenture, dated as of August 11, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.				X
10.1*	Amended and Restated Employment Agreement, dated as of September 19, 2025, by and between the Company and Srinivasan Gopalan.				X
10.2*	Amendment, dated as of September 19, 2025, to Amended and Restated Employment Agreement, dated as of March 9, 2023, by and between the Company and G. Michael Sievert.				X
10.3*	Amendment, dated as of September 19, 2025, to Compensation Term Sheet, dated as of September 12, 2024, by and between T-Mobile US, Inc. and Peter Osvaldik.				X
10.4*	Amendment, dated as of September 19, 2025, to Compensation Term Sheet, dated as of March 18, 2025, by and between T-Mobile US, Inc. and Michael J. Katz.				X
10.5	Guarantee Assumption Agreement, dated as of August 11, 2025, by and among Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC, Sprint Spectrum License Holder III LLC and certain subsidiary guarantors.				X
22.1	Subsidiary Guarantors and Issuers of Guaranteed Securities.				X
31.1	Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
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

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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.
101.SCH	XBRL Taxonomy Extension Schema Document.	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	X
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*	Indicates a management contract or compensatory plan or arrangement.
---	---
**	Furnished herein.

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SIGNATURES

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

	T-MOBILE US, INC.
October 23, 2025	/s/ Peter Osvaldik
	Peter Osvaldik
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Authorized Signatory)

72

Document

EXHIBIT 4.6

Execution Version

TWENTY-SIXTH SUPPLEMENTAL INDENTURE

TWENTY-SIXTH SUPPLEMENTAL INDENTURE (this “Twenty-Sixth Supplemental Indenture”), dated as of August 11, 2025, among T-Mobile USA, Inc. (the “Issuer”), the entities listed on Schedule I hereto (the “New Guarantors”), 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 and the Twenty-Fifth Supplemental Indenture dated as of March 10, 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 Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each of the New Guarantors 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 Guarantors are authorized to execute and deliver this Twenty-Sixth 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 Guarantors, 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-Sixth 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-Sixth Supplemental Indenture refer to this Twenty-Sixth Supplemental Indenture as a whole and not to any particular section hereof.

2.    Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally, 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 Guarantors 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-SIXTH 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-Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and the Issuer.

7.    Counterpart Originals. This Twenty-Sixth 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-Sixth Supplemental Indenture and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Twenty-Sixth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Twenty-Sixth 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-Sixth 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-Sixth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Twenty-Sixth 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-Sixth Supplemental Indenture to be duly executed, all as of the date first above written.

T-MOBILE USA, INC.

By:    /s/ Johannes Thorsteinsson     Name: Johannes Thorsteinsson

Title: Senior Vice President, Treasury & Treasurer

T-MOBILE US, INC.

By:    /s/ Johannes Thorsteinsson     Name: Johannes Thorsteinsson

Title: Senior Vice President, Treasury & Treasurer

LAB465, LLC

OCTOPUS INTERACTIVE INC.

PLAY OCTOPUS LLC

USCC SERVICES, LLC, each as a Guarantor

By:    /s/ Johannes Thorsteinsson     Name: Johannes Thorsteinsson

Title: Senior Vice President, Treasury & Treasurer

[Twenty-Sixth Supplemental Indenture]

ADSTRUC, LLC

APC REALTY AND EQUIPMENT COMPANY, LLC

ASSURANCE WIRELESS USA, L.P.

ATI SUB, LLC

BLIS USA, INC.

BREEZE ACQUISITION SUB LLC

CLEARWIRE COMMUNICATIONS LLC

CLEARWIRE LEGACY LLC

CLEARWIRE SPECTRUM HOLDINGS II LLC

CLEARWIRE SPECTRUM HOLDINGS III LLC

CLEARWIRE SPECTRUM HOLDINGS LLC

FIXED WIRELESS HOLDINGS, LLC

METROPCS CALIFORNIA, LLC

METROPCS FLORIDA, LLC

METROPCS GEORGIA, LLC

METROPCS MASSACHUSETTS, LLC

METROPCS MICHIGAN, LLC

METROPCS NEVADA, LLC

METROPCS NEW YORK, LLC

METROPCS PENNSYLVANIA, LLC

METROPCS TEXAS, LLC

MINT MOBILE, LLC

MINT MOBILE INCENTIVE COMPANY, LLC

NEXTEL SYSTEMS, LLC

NEXTEL WEST CORP.

NSAC, LLC

PRWIRELESS PR, LLC

PUSHSPRING, LLC

SPRINT CAPITAL CORPORATION

SPRINT COMMUNICATIONS LLC

SPRINT LLC

SPRINT SOLUTIONS LLC

SPRINT SPECTRUM REALTY COMPANY, LLC

TDI ACQUISITION SUB, LLC

T-MOBILE CENTRAL LLC

T-MOBILE INNOVATIONS LLC

T-MOBILE LICENSE LLC

T-MOBILE MW LLC

T-MOBILE NORTHEAST LLC

T-MOBILE PUERTO RICO HOLDINGS LLC

T-MOBILE PUERTO RICO LLC

T-MOBILE RESOURCES LLC

T-MOBILE SOUTH LLC

T-MOBILE WEST LLC

TMUS INTERNATIONAL LLC, each as a Guarantor

By: /s/ Johannes Thorsteinsson

Name:    Johannes Thorsteinsson

Title:    Senior Vice President, Treasury & Treasurer

[Twenty-Sixth Supplemental Indenture]

UVNV, LLC

VISTAR MEDIA GLOBAL PARTNERS, LLC

VISTAR MEDIA INC.

VMU GP, LLC

WBSY LICENSING, LLC, each as a Guarantor

By: /s/ Johannes Thorsteinsson

Name:    Johannes Thorsteinsson

Title:    Senior Vice President, Treasury & Treasurer

SPRINTCOM LLC

SPRINT SPECTRUM LLC

T-MOBILE FINANCIAL LLC

T-MOBILE LEASING LLC, each as a Guarantor

By: /s/ Johannes Thorsteinsson

Name:     Johannes Thorsteinsson

Title:    Assistant Treasurer

[Twenty-Sixth Supplemental Indenture]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:    /s/ Carol Ng     Name: Carol Ng Title: Vice President

By:    /s/ Mary Miselis     Name: Mary Miselis Title: Vice President

[Twenty-Sixth Supplemental Indenture]

Schedule I

Entity	Jurisdiction of<br>Organization
LAB465, LLC	Delaware
OCTOPUS INTERACTIVE INC.	Delaware
PLAY OCTOPUS LLC	Delaware
USCC SERVICES, LLC	Delaware

I-1

Document

EXHIBIT 4.7

Execution Version

FIFTY-SECOND SUPPLEMENTAL INDENTURE

FIFTY-SECOND SUPPLEMENTAL INDENTURE (this “Fifty-Second Supplemental Indenture”), dated as of August 11, 2025, among T-Mobile USA, Inc. (the “Company”), the entities listed on Schedule I hereto (the “New Guarantors”), 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) 5.375% Senior Notes due 2027 pursuant to the Twenty-Fifth Supplemental Indenture dated as of March 16, 2017, (b) 4.750% Senior Notes due 2028 pursuant to the Thirty-Third Supplemental Indenture dated as of January 25, 2018, (c) 4.750% Senior Notes due 2028-1 pursuant to the Thirty-Sixth Supplemental Indenture dated as of April 30, 2018, (d) 2.250% Senior Notes due 2026 pursuant to the Forty-Third Supplemental Indenture dated as of January 14, 2021, (e) 2.625% Senior Notes due 2029 pursuant to the Forty-Fourth Supplemental Indenture dated as of January 14, 2021, (f) 2.875% Senior Notes due 2031 pursuant to the Forty-Fifth Supplemental Indenture dated as of January 14, 2021, (g) 2.625% Senior Notes due 2026 pursuant to the Forty-Sixth Supplemental Indenture dated as of March 23, 2021, (h) 3.375% Senior Notes due 2029 pursuant to the Forty-Seventh Supplemental Indenture dated as of March 23, 2021 and (i) 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-Fourth Supplemental Indenture dated as of April 26, 2018, 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 and the Fifty-First Supplemental Indenture, dated as of March 10, 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 Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each of the New Guarantors 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 Guarantors are authorized to execute and deliver this Fifty-Second 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 Guarantors, 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-Second 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-Second Supplemental Indenture refer to this Fifty-Second Supplemental Indenture as a whole and not to any particular section hereof.

2.    Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally, 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 Guarantors 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-SECOND 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-Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and the Company.

7.    Counterpart Originals. This Fifty-Second 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-Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Fifty-Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fifty-Second 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-Second 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-Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fifty-Second 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-Second Supplemental Indenture to be duly executed, all as of the date first above written.

T-MOBILE USA, INC.

By:    /s/ Johannes Thorsteinsson     Name: Johannes Thorsteinsson

Title: Senior Vice President, Treasury & Treasurer

T-MOBILE US, INC.

By:    /s/ Johannes Thorsteinsson     Name: Johannes Thorsteinsson

Title: Senior Vice President, Treasury & Treasurer

LAB465, LLC

OCTOPUS INTERACTIVE INC.

PLAY OCTOPUS LLC

USCC SERVICES, LLC, each as a Guarantor

By:    /s/ Johannes Thorsteinsson     Name: Johannes Thorsteinsson

Title: Senior Vice President, Treasury & Treasurer

[Fifty-Second Supplemental Indenture]

ADSTRUC, LLC

APC REALTY AND EQUIPMENT COMPANY, LLC

ASSURANCE WIRELESS USA, L.P.

ATI SUB, LLC

BLIS USA, INC.

BREEZE ACQUISITION SUB LLC

CLEARWIRE COMMUNICATIONS LLC

CLEARWIRE LEGACY LLC

CLEARWIRE SPECTRUM HOLDINGS II LLC

CLEARWIRE SPECTRUM HOLDINGS III LLC

CLEARWIRE SPECTRUM HOLDINGS LLC

FIXED WIRELESS HOLDINGS, LLC

METROPCS CALIFORNIA, LLC

METROPCS FLORIDA, LLC

METROPCS GEORGIA, LLC

METROPCS MASSACHUSETTS, LLC

METROPCS MICHIGAN, LLC

METROPCS NEVADA, LLC

METROPCS NEW YORK, LLC

METROPCS PENNSYLVANIA, LLC

METROPCS TEXAS, LLC

MINT MOBILE, LLC

MINT MOBILE INCENTIVE COMPANY, LLC

NEXTEL SYSTEMS, LLC

NEXTEL WEST CORP.

NSAC, LLC

PRWIRELESS PR, LLC

PUSHSPRING, LLC

SPRINT CAPITAL CORPORATION

SPRINT COMMUNICATIONS LLC

SPRINT LLC

SPRINT SOLUTIONS LLC

SPRINT SPECTRUM REALTY COMPANY, LLC

TDI ACQUISITION SUB, LLC

T-MOBILE CENTRAL LLC

T-MOBILE INNOVATIONS LLC

T-MOBILE LICENSE LLC

T-MOBILE MW LLC

T-MOBILE NORTHEAST LLC

T-MOBILE PUERTO RICO HOLDINGS LLC

T-MOBILE PUERTO RICO LLC

T-MOBILE RESOURCES LLC

T-MOBILE SOUTH LLC

T-MOBILE WEST LLC

TMUS INTERNATIONAL LLC, each as a Guarantor

By: /s/ Johannes Thorsteinsson

Name:    Johannes Thorsteinsson

Title:    Senior Vice President, Treasury & Treasurer

[Fifty-Second Supplemental Indenture]

UVNV, LLC

VISTAR MEDIA GLOBAL PARTNERS, LLC

VISTAR MEDIA INC.

VMU GP, LLC

WBSY LICENSING, LLC, each as a Guarantor

By: /s/ Johannes Thorsteinsson

Name:    Johannes Thorsteinsson

Title:    Senior Vice President, Treasury & Treasurer

SPRINTCOM LLC

SPRINT SPECTRUM LLC

T-MOBILE FINANCIAL LLC

T-MOBILE LEASING LLC, each as a Guarantor

By: /s/ Johannes Thorsteinsson

Name:     Johannes Thorsteinsson

Title:    Assistant Treasurer

[Fifty-Second Supplemental Indenture]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:    /s/ Carol Ng     Name: Carol Ng Title: Vice President

By:    /s/ Mary Miselis     Name: Mary Miselis Title: Vice President

[Fifty-Second Supplemental Indenture]

Schedule I

Entity	Jurisdiction of<br>Organization
LAB465, LLC	Delaware
OCTOPUS INTERACTIVE INC.	Delaware
PLAY OCTOPUS LLC	Delaware
USCC SERVICES, LLC	Delaware

I-1

Document

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 19, 2025 and effective as of November 1, 2025 (the “Effective Date”) by and between T-Mobile US, Inc. (the “Company”) and Srinivasan Gopalan (the “Executive”).

W I T N E S S E T H:

Whereas, the Company and the Executive previously entered into Terms of Employment, effective as of March 1, 2025 (the “Original Effective Date”), setting forth the terms and conditions of the Executive’s employment with the Company as its Chief Operating Officer (the “Terms of Employment”).

Whereas, the parties hereto wish to enter into this Agreement, which replaces and supersedes the Terms of Employment in its entirety, setting forth the terms and conditions of the Executive’s employment with the Company, effective as of the Effective Date.

Now Therefore, in consideration of the promises and the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Duties.1 The Company shall employ the Executive, and the Executive shall serve in the full-time employ of the Company, on the terms and subject to the conditions set forth in this Agreement. The Executive shall serve as the President and Chief Executive Officer (“CEO”) of the Company, reporting to the Board of Directors of the Company (the “Board”). The Executive shall have such duties and authority commensurate with the position of CEO of the Company and shall perform such other duties commensurate with such position as the Board may from time-to-time assign. During the Term (as defined below), Deutsche Telekom AG (“DT”) shall cause the Executive to be appointed to the Board (and for so long as the Company has publicly traded common stock or other equity securities, the Company shall use its best efforts to cause the Executive to be nominated for election to the Board). The Executive shall devote his best efforts and all of his business time and attention to promote the benefit and advantage of the Company; provided, however, that the foregoing shall not preclude the Executive from engaging in appropriate civic, charitable or religious activities which have been previously approved by the Company’s compliance function consistent with Company policy or from devoting a reasonable amount of time to private investments not inconsistent with the Restrictive Covenant and Confidentiality Agreement (as defined below); provided further, that the Executive may serve on additional boards of directors and/or advisory boards from time to time, subject to the approval of the Chairman of the Board, which approval shall not be unreasonably withheld, provided, further, that in all such cases such service may not materially interfere with the Executive’s full time services to the Company, and such service may continue for so long as such entities do not, in the reasonable and good faith judgment of the Board, compete, directly or indirectly, with the business of the Company. The Executive’s position shall be based at the Company’s headquarters in Bellevue, Washington.

2.Term. Subject to earlier termination as set forth herein, the Executive’s employment with the Company under this Agreement shall commence on the Effective Date and continue until the fifth (5th) anniversary of the Effective Date (the “Term”), unless,

1 For purposes of this Agreement, “Company” refers to T-Mobile US, Inc.; provided, however, that for payroll and tax reporting purposes, the Executive may also be an employee of T-Mobile USA, Inc.

prior to the expiration of the Term, the parties hereto mutually agree in writing to extend the term of this Agreement. Nevertheless, the Executive’s employment with the Company remains “at will”, and may be terminated by either the Executive or the Company, subject to Section 4 below. The at-will nature of the Executive’s employment relationship may not be changed except in a written document signed by both the Executive and a member of the Board. The “Termination Date” of the Executive’s employment under this Agreement shall be the earliest to occur of:

(a)the last day of the Term,

(b)the termination date provided in the written notice delivered by the Executive or the Company (or, in the event of a Company Retirement Acceleration (as defined below), such earlier termination date as determined by the Company), as the case may be, pursuant to the provisions of Section 4,

(c)the date of the Executive’s death or Disability (as defined below) pursuant to the provisions of Section 4, or

(d)the date determined by mutual written agreement of the parties.

3.Compensation and Benefits. During the Term, the Executive shall be compensated by the Company as follows:

(a)Base Salary. During the Term, the Executive shall be paid an annual base salary (the “Base Salary”) at an initial rate of $1,400,000 (pro-rated for any partial year of employment). The Executive’s Base Salary shall be payable in installments in accordance with the Company’s regular payroll practices as in effect from time to time. In addition, the Executive’s Base Salary shall be increased by the Compensation Committee of the Board or a Subcommittee thereof (in either case, the “Committee”) as follows: (i) effective January 1, 2026, 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 40th percentile of the then-current annual base salary for Chief Executive Officers in the Company’s then-current peer group as determined by the Committee and utilized by the Committee for executive compensation decisions (the “Peer Group”); (ii) effective January 1, 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 45th percentile of the then-current annual base salary for Chief Executive Officers in the Company’s then-current Peer Group; (iii) effective January 1, 2028, 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 45th percentile of the then-current annual base salary for Chief Executive Officers in the Company’s then-current Peer Group; and (iv) effective each of January 1, 2029 and January 1, 2030, 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 Chief Executive Officers in the Company’s then-current Peer Group (in each case, subject to the Executive’s continued employment with the Company 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). The Committee shall periodically review (not less than annually) the amount of the Executive’s Base Salary and may increase, but not decrease, such Base Salary in its discretion.

(b)Sign-On Payment. Pursuant to the Terms of Employment, the Company paid to the Executive a one-time cash payment in an amount equal to $2,000,000 (the “Sign-On Payment”) in a single lump-sum amount on or within sixty (60) days after the Original Effective

Date, subject to and conditioned upon the Executive’s continued employment with the Company through the applicable payment date. The Executive acknowledges and agrees that, pursuant to the Terms of Employment, in the event that the Executive’s employment with the Company is terminated by the Company for Cause (as defined below) or by the Executive without Good Reason (as defined below) prior to the twelve (12)-month anniversary of the Original Effective Date, in either case, the Executive shall repay to the Company a portion of the Sign-On Payment equal to (i) the after-tax amount of the Sign-On Payment, multiplied by (ii) a fraction, the numerator of which is equal to the number of days remaining between the Termination Date and the twelve (12)-month anniversary of the Original Effective Date and, the denominator of which is equal to 365, no later than thirty (30) business days following written demand by the Company therefor.

(c)Match Payments. The Company has paid or shall pay (as applicable) to the Executive, on or within sixty (60) days following each of May 27, 2025, May 18, 2026, May 13, 2027 and May 18, 2028 (each such date, a “Match Date”), a lump-sum cash payment (each, a “Match Payment”) in an amount equal to (i) the average closing price of a DT ordinary share over the thirty (30) calendar-day period ending five (5) business days before the applicable Match Date (converted from EUR to USD using the average exchange rate over the five (5) calendar-day period ending five (5) business days before the applicable Match Date as published in The Wall Street Journal), multiplied by (ii) the aggregate number of ordinary shares of DT released to the Executive on such Match Date, in any case, as determined by the Committee and subject to and conditioned upon the Executive’s continued employment with the Company through the applicable payment date (except as set forth in Section 5 below). For the avoidance of doubt, in the event that the Executive’s employment with the Company is terminated by the Company for Cause, any then-unpaid Match Payments shall be cancelled and forfeited by the Executive without any consideration.

(d)Annual Short-Term Incentive Awards. For each calendar year during the Term (commencing with calendar year 2025), the Executive shall have the opportunity to earn an annual short-term incentive (“STI”) cash award with a value targeted at (i) with respect to the Executive’s calendar year 2025 STI award, the sum of (x) $2,000,000, multiplied by a fraction, the numerator of which equals the number of days between (and including) January 1, 2025 and the day immediately prior to the Effective Date and the denominator of which equals 365, plus (y) $3,500,000, multiplied by a fraction, the numerator of which equals the number of days between (and including) the Effective Date and December 31, 2025 and the denominator of which equals 365, and (ii) with respect to the Executive’s STI awards for calendar year 2026 and subsequent calendar years, 250% of the Executive’s Base Salary, in each case, with a maximum award value equal to 200% of the targeted value. Any STI award will be earned based on the attainment of performance goals established by the Committee in accordance with standard Company practices. Such performance goals shall be established by the Committee generally by no later than March 31 of the applicable performance year. Payment of any STI award earned for a year shall be made after the Committee determines performance results and at the same time as annual STI awards are paid to other senior managers of the Company with respect to the applicable fiscal year, generally as soon as practicable following completion of the applicable performance year (but not later than March 15 of the year following the applicable performance year), except as otherwise expressly provided by Section 5 below. Except as otherwise expressly provided by Section 5 below, the Executive must remain continuously employed with the Company through the applicable payment date in order to earn the right to payment of any STI award, and any termination of the Executive’s employment before such payment date shall result in the cancellation of any right or entitlement to any such STI award. Each STI award shall be subject to the terms of the Incentive Plan, including provisions regarding treatment of any outstanding STI awards in connection with a Change in Control, which terms shall be no less favorable than those applicable to all other

Executive-Level Employees (each foregoing term as defined below), and an award agreement evidencing the grant of the STI award; provided, however, that to the extent that the Incentive Plan or any STI award agreement provides for more favorable treatment to the Executive of any STI award(s), the terms of the Incentive Plan or award agreement (as applicable) shall control.

(e)True-Up Long-Term Incentive Awards. On or as soon as reasonably practicable following the Effective Date, the Company shall grant to the Executive, under the Incentive Plan, one-time long-term incentive (“LTI”) awards (such awards, the “True-Up LTI Awards”) with an aggregate target value (taking into account PRSUs (as defined below) at target level) equal to $2,904,110. The actual number of shares of Company common stock subject to the True-Up LTI Awards will be determined by dividing such value by the average closing price of the Company’s common stock over the thirty (30) calendar day period ending five (5) business days prior to the grant date, rounded up to the nearest whole share. The aggregate target value of the True-Up LTI Awards shall be granted one-half in the form of time-based restricted stock units (“RSUs”) and one-half in the form of performance-based restricted stock units (“PRSUs”), and the True-Up LTI Awards shall be subject to the same vesting schedules and other terms and conditions (including, without limitation, performance goals) applicable to the awards of RSUs and PRSUs granted to the Executive on March 1, 2025. Each True-Up LTI Award shall be subject to the terms and conditions of the Incentive Plan and an award agreement which will evidence the grant of the True-Up LTI Award.

(f)Transformation Award. On or as soon as reasonably practicable following the Effective Date, the Company shall grant to the Executive, under the Incentive Plan, a one-time LTI award of PRSUs with an aggregate grant-date value equal to $10,000,000 (the “Transformation Award”). The actual number of shares of Company common stock subject to the Transformation Award will be determined by dividing such value by the average closing price of the Company’s common stock over the thirty (30) calendar day period ending five (5) business days prior to the grant date, rounded up to the nearest whole share. The Transformation Award shall be subject to the same vesting schedule and other terms and conditions (including, without limitation, performance goals) applicable to the awards of PRSUs granted to certain members of the Company’s senior leadership team on April 1, 2025. The Transformation Award shall be subject to the terms and conditions of the Incentive Plan and an award agreement which will evidence the grant of the Transformation Award.

(g)Long-Term Incentive Awards. For each calendar year during the Term (commencing with calendar year 2026), the Company shall provide the Executive with a LTI award or awards under the Incentive Plan, in such forms and on such terms as the Committee may determine that are no less favorable than those applicable to, and generally at the same time(s) as, the LTI awards granted to the Company’s other Executive-Level Employees, in an aggregate target value on the grant date of not less than $19,500,000 (the “Annual LTI Target Value”). Without limiting the foregoing, the Executive’s Annual LTI Target Value shall be increased by the Committee as follows: (i) effective for annual LTI grants made during calendar year 2026, the Annual LTI Target Value shall be increased to the greater of (x) $19,500,000 and (y) the 40th percentile of the then-current target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group; (ii) effective for annual LTI grants made during calendar year 2027, the Annual LTI Target Value shall be increased to the greater of (x) the Annual LTI Target Value in effect for the prior calendar year and (y) the 45th percentile of the then-current target grant date value of annual equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group; (iii) effective for annual LTI grants made during calendar year 2028, the Annual LTI Target Value shall be increased to the greater of (x) the Annual LTI Target Value in effect for the prior calendar year and (y) the 45th percentile of the then-current target grant date value of annual

equity incentive awards for Chief Executive Officers in the Company’s then-current Peer Group; and (iv) effective for annual LTI grants made during each of calendar years 2029 and 2030, the Annual LTI Target Value shall be increased to the greater of (x) the Annual LTI Target Value 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 Chief Executive Officers in the Company’s then-current Peer Group (in each case, subject to the Executive’s 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). In addition, and for the avoidance of doubt, and notwithstanding anything in this Section 3(g) to the contrary, (I) the Committee will have discretion to set performance goals, determine payouts, and otherwise make determinations with respect to the Executive’s LTI awards consistent with the underlying LTI award documents, and (II) no LTI awards shall be granted to the Executive during the period commencing on the date on which either the Executive or the Company provides notice of the termination of the Executive’s employment for any reason, and ending on the date on which the Executive’s employment terminates; provided, however, that solely for purposes of this clause (II), unless such notice is a Retirement Notice (as defined below) (in which case such notice shall be deemed to have been given on the date on which the Company receives the Retirement Notice), such notice shall not be deemed to have been given any earlier than one hundred and fifteen (115) days prior to the date on which the Executive’s employment terminates.

(h)Paid Time Off, and Other Benefits. During the Term, the Executive shall be eligible for paid time off (“PTO”) according to the terms of the Company’s policies as in effect from time to time. In addition, except as specifically provided to the contrary in this Agreement, the Executive shall be eligible to participate in employee benefit plans maintained by the Company from time to time, to the same extent and on the same terms as those benefits generally made available by the Company to its Executive-Level Employees. Notwithstanding anything herein to the contrary, the Executive shall not participate in the Company’s Executive Continuity Plan or any other severance plan or program, other than the right to receive severance benefits subject to, and in accordance with, the provisions of Section 5 below.

(i)Expenses. The Executive shall be reimbursed, in a manner consistent with the policies of the Company, for all reasonable business expenses incurred in the performance of Executive’s duties pursuant to this Agreement, to the extent such expenses are substantiated in writing, and are consistent with the general policies of the Company relating to the reimbursement of expenses that are applicable to Executive-Level Employees of the Company. In addition, (i) the Company shall pay directly or reimburse the Executive for (as determined by the Company) the costs actually incurred by the Executive in connection with tax preparation and financial planning for each calendar year during the Term, not to exceed $50,000 per calendar year; and (ii) for a period of up to twenty-four (24) months following the Original Effective Date, the Company shall pay directly or reimburse the Executive for (as determined by the Company) the costs of personal, first-class round-trip airfare for the Executive and the Executive’s spouse and children between Europe and the United States (the “Paid Round Trips”) (capped at thirty-two (32) Paid Round Trips in the aggregate, inclusive of any Paid Round Trips occurring prior to the Effective Date), in each case, to the extent such costs and expenses are substantiated in writing and in accordance with applicable Company policy. At the Executive’s request, the Company will book, on Executive’s and his spouse’s and children’s behalf, any such Paid Round Trips. The Company will also pay to the Executive an amount in cash (the “Payment”) equal to the aggregate federal, state and local income taxes and employment taxes incurred by the Executive as a result of the Company-paid Paid Round Trips (together with any pyramiding taxes imposed on the Payment). The Payment will be paid in a single lump sum amount no later than the end of the calendar year immediately

following the calendar year in such taxes are remitted by the Internal Revenue Service by the Executive.

(j)Relocation Assistance. Pursuant to the Terms of Employment, in connection with the Executive’s relocation of his primary residence to the greater Bellevue, Washington area on or around the Original Effective Date (the date on which Executive relocates, the “Relocation Date”), the Executive is eligible to receive relocation assistance for costs associated with his move in accordance with the terms of the Company’s Relocation Policy, as in effect from time to time. The Executive acknowledges and agrees that, pursuant to the Terms of Employment, in the event that (i) the Executive’s employment with the Company is terminated by the Company for Cause or by the Executive without Good Reason, in either case, prior to the twelve (12)-month anniversary of the Original Effective Date, the Executive acknowledges and agrees that the Executive shall be required to repay to the Company a portion of the relocation benefits or reimbursements equal to (i) the after-tax amount of the relocation benefits or reimbursements (as applicable), multiplied by (ii) a fraction, the numerator of which is equal to the number of days remaining between the Termination Date and the twelve (12)-month anniversary of the Original Effective Date, and the denominator of which is equal to 365, no later than ten (10) business days following written demand by the Company therefor.

(k)Deduction and Withholding. All compensation and other benefits to or on behalf of the Executive pursuant to this Agreement shall be subject to such deductions and withholding as may be agreed to by the Executive or required by applicable law, rule or regulation or Company policy.

(l)No Requirement for Continuation or Establishment of Benefits. Without intending to limit the Company’s obligations under this Agreement, nothing herein contained shall be construed as requiring the Company to establish or continue, or as preventing the Company from terminating or amending, any particular benefit plan in discharge of its obligations under this Agreement.

(m)Compensation Recoupment Policy. The Executive acknowledges and agrees that any incentive compensation provided by the Company to the Executive under this Agreement 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).

(n)Valuation and Tax Advice. During the Term and during any period after the Executive’s termination of employment from the Company during which the Executive is continuing to receive payments or benefits under Section 5 below, in the event that any payments or benefits from the Company to the Executive constitute “parachute payments” within the meaning of Section 280G of the Code (as defined below) that are or may become subject to excise taxes under Section 4999 of the Code, within twenty (20) days after receiving a request for such assistance from the Executive, the Company’s current independent public accounting firm, or such other nationally recognized public accounting firm as the parties may mutually agree, may be engaged by the Executive to provide valuation and tax advice to the Executive with respect to such payments and benefits that are or may become payable under this Agreement in connection with a Change in Control. Such advice shall include the provision of a report showing the amount of such excise taxes that may become payable by or on behalf of the Executive, along with detailed

supporting calculations. All fees and expenses of such accounting firm shall be borne by the Company.

4.Termination.

(a)Termination by Company for Cause. The Company may terminate the Executive’s employment for Cause immediately upon written notice to the Executive. Such notice shall specify in reasonable detail the nature of Cause and the Termination Date. For purposes of this Agreement and all Company plans, arrangements or programs in which the Executive is or becomes a participant, “Cause” shall mean:

(i)The Executive’s gross neglect or willful material breach of the Executive’s principal employment responsibilities or duties,

(ii)A final judicial adjudication that the Executive 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, DT or their respective Affiliates),

(iii)The Executive’s breach of any written non-competition, non-solicitation or confidentiality covenant between the Executive and the Company or any Affiliate of the Company (other than a de minimis breach),

(iv)Fraudulent conduct as determined by a court of competent jurisdiction in the course of the Executive’s employment with the Company or any of its Affiliates,

(v)The Executive’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 written policies or Code of Conduct, or

(vi)    The material breach by the Executive 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 (which notice identifies with reasonable specificity the breach at issue). Notwithstanding the foregoing, no cure period shall be required if the breach is a recurrence of conduct that was the subject of a prior notice under this Section 4(a)(vi) for which a thirty (30)-day cure period was given. For purposes of this 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given the opportunity, together with counsel, to be heard before the Board), finding that, in the reasonable and good faith opinion of the Board, the Executive is guilty of the alleged conduct triggering termination for Cause.

(b)Termination by Company Other Than For Cause. The Company shall have the right to terminate the Executive’s employment without Cause (and for any reason or no reason) by giving the Executive written notice at least ninety (90) days in advance of the applicable Termination Date, unless the Company and the Executive mutually agree to an earlier or later Termination Date.

(c)Termination by Executive Without Good Reason. The Executive may terminate his employment without Good Reason, upon written notice to the Company at least ninety (90) days in advance of the applicable Termination Date, unless the Company and the Executive mutually agree to an earlier or later Termination Date. For the avoidance of doubt, a Qualifying Retirement (as defined below) shall not constitute a termination of the Executive’s employment without Good Reason.

(d)Termination by Executive With Good Reason. The Executive may terminate his employment with Good Reason, effective as of such Termination Date specified in the Executive’s written notice to the Company described below, but not earlier than the expiration of the applicable cure period, unless the Company and the Executive mutually agree to an earlier Termination Date. For purposes of this Agreement and all Company plans, arrangements or programs in which the Executive is or becomes a participant, “Good Reason” shall mean any of the events listed in clauses (i) through (vi) below, which occurs without the Executive’s express written consent. In order to terminate his employment for Good Reason, the Executive must notify the Company of the occurrence of the applicable event in writing not more than ninety (90) days after the Executive becomes aware of the initial existence thereof. If the Company does not cure such event within thirty (30) days after receipt of such notice, the Executive may thereafter terminate his employment for Good Reason within sixty (60) days after expiration of the Company’s cure period upon written notice of such termination to the Company. The events which shall constitute Good Reason are:

(i)a material diminution in the Executive’s Base Salary, annual target STI award, or Annual LTI Target Value or in the maximum potential amount payable with respect to any STI award provided for under this Agreement;

(ii)a material diminution in the Executive’s authority, duties or responsibilities (including, without limitation, any change in title or the appointment of any person as a result of which the Executive ceases to be the Company’s sole Chief Executive Officer or the Executive is not the sole executive reporting to the full Board; provided, that Michael Sievert continuing to serve in an executive employment role and/or continuing to report to the full Board shall not constitute “Good Reason” under this clause (ii));

(iii)a change in the Executive’s reporting relationship such that the Executive no longer reports directly to the Board (including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board);

(iv)a change of fifty (50) miles or greater in the principal geographic location at which the Executive must perform the services hereunder as of the Relocation Date; or

(v)any material breach by the Company or its successor company, as applicable, of this Agreement or any other agreement between the Executive and the Company or the successor company, as applicable.

For the avoidance of doubt, a Qualifying Retirement shall not constitute a termination of the Executive’s employment with Good Reason.

(e)Termination due to Death or Disability. The Executive’s employment pursuant to this Agreement shall terminate automatically on the date of the Executive’s death or Disability. The Termination Date shall be, as applicable, the date of the Executive’s death or the date of the Executive’s Disability as determined by the method provided below. For purposes of this Agreement, the Executive shall be deemed to have a “Disability” on the earlier of: (i) the date on which it is medically determined by the Company (following review (including, if applicable, of

medical information supplied by the Executive and/or the Executive’s medical provider) by its third party medical and other advisors, in any case, as determined appropriate by the Company in its discretion) that the Executive is not capable of performing the services contemplated by this Agreement and is not expected to be able to perform such services for an indefinite period or for a period in excess of one hundred twenty (120) days; or (ii) if the Executive fails because of illness or other incapacity, to render the services contemplated by this Agreement for a period of one hundred twenty (120) consecutive days or any series of shorter periods aggregating to one hundred fifty (150) days in any consecutive period of twelve (12) months, unless in either case under clauses (i) or (ii) above, with reasonable accommodation the Executive could continue to perform his duties under this Agreement and making these accommodations would not pose an undue burden on the Company as determined by the Board.

(f)Qualifying Retirement. The Executive may voluntarily terminate his employment upon written notice to the Company (the “Retirement Notice”), effective as of 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 the Executive, the Company may, in its discretion, accelerate the date of the Executive’s 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 the Executive setting forth the Executive’s Termination Date (a “Company Retirement Acceleration”). The parties hereto acknowledge and agree that if a Company Retirement Acceleration occurs, the Executive’s termination of employment pursuant to such Company Retirement Acceleration shall constitute a Qualifying Retirement for purposes of this Agreement and shall not constitute a termination by the Company with or without Cause or a resignation by the Executive with or without Good Reason. For the avoidance of doubt, nothing in this Section 4(f) prohibits the Company from terminating Executive’s employment with Cause or Executive 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.

5.Effect of Termination.

(a)Termination by Company for Cause; Expiration of Term. If the Executive’s employment with the Company is terminated by the Company for Cause pursuant to Section 4(a) above or the Executive’s employment with the Company terminates automatically upon the expiration of the Term pursuant to Section 2(a) above, then the Executive shall be entitled to receive:

(i)An amount equal to his accrued but unpaid Base Salary at the rate then in effect through the Termination Date; plus

(ii)Unused PTO accrued through the Termination Date (if any); plus

(iii)Any vested benefits or entitlements under any employee benefit plans of the Company in which the Executive participates (e.g., vested 401(k) plan balances, rights to COBRA continuation coverage under group medical plans, etc.), subject to the terms and conditions of such plans; plus

(iv)Any expenses incurred on or prior to the Termination Date but not yet reimbursed that are reimbursable in accordance with Section 3(i) above.

The compensation and benefits set forth in clauses (i) through (iv) above are referred to herein as the “Accrued Benefits.” The Accrued Benefits described in the foregoing clauses (i), (ii) and (iv) shall be paid to the Executive (or his estate, as applicable) within thirty (30) days following the Termination Date (or such earlier date as required by applicable law), and the Accrued Benefits described in the foregoing clause (iii) shall be paid or provided in accordance with the terms and conditions of the applicable plans.

(b)Termination by Executive Without Good Reason. If the Executive’s employment with the Company is terminated by the Executive without Good Reason pursuant to Section 4(c) above, then the Company shall pay or provide to the Executive the following (subject to the last sentence of this Section 5(b)):

(i)The Accrued Benefits; plus

(ii)Any Match Payments that are unpaid as of the Termination Date, payable as and when set forth in (and with the amount of any such unpaid Match Payment calculated as provided under) Section 3(c) above.

The payments described in clause (ii) above are subject to the Executive’s satisfaction of the conditions set forth in Section 5(f).

(c)Termination by Company Other Than For Cause; Termination by Executive With Good Reason. If the Executive’s employment with the Company is terminated (x) by the Company other than for Cause pursuant to Section 4(b) above, or (y) by the Executive with Good Reason pursuant to Section 4(d) above, then the Company shall pay or provide to the Executive the following (subject to the last sentence of this Section 5(c)):

(i)The Accrued Benefits; plus

(ii)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 (the “Continued Mobile Discounts”); plus

(iii)A cash severance payment in an amount equal to two (2) times the sum of (A) the Executive’s Base Salary as in effect immediately prior to the Termination Date and (B) the Executive’s target STI award for the fiscal year in which the Termination Date occurs, payable no later than seventy-four (74) days following the Termination Date; plus

(iv)Any annual STI award for the last completed fiscal year of the Company preceding the Termination Date that is unpaid as of the Termination Date (the “Prior-Year STI Award”), irrespective of whether the Executive is employed on the normal payment date, payable no later than seventy-four (74) days following the Termination Date; plus

(v)A pro rata STI award for the fiscal year of the Company in which the Termination Date occurs, based on the number of days in the fiscal year through the Termination Date divided by 365 and based on actual performance results for the fiscal year in which the Termination Date occurs, payable no later than March 15th of the fiscal year immediately following the fiscal year in which the Termination Date occurs (but in all events during the fiscal year immediately following the fiscal year in which the Termination Date occurs); plus

(vi)For any LTI awards under the Incentive Plan, whether granted before or during the Term, and notwithstanding anything to the contrary in the applicable award agreement(s):

(A)each LTI award that was granted prior to the Effective Date and that is outstanding and not subject to any performance vesting condition as of the Termination Date (each, a “Time-Based Award”), shall vest in full (to the extent then-unvested) on the date on which the release described in Section 5(f) becomes effective and irrevocable (the “Release Effective Date”) (and shall remain outstanding and eligible to vest on the Release Effective Date), and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing);

(B)each LTI award that was granted prior to the Effective Date and that is outstanding and subject to any performance vesting condition as of the Termination Date (each, a “Performance Award”) will become earned and vested on the Release Effective Date as follows:

1.A portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award by (ii) a fraction, the numerator of which equals the number of days elapsed from the commencement of the applicable performance period in effect as of the Termination Date through (and including) the Termination Date and the denominator of which equals the total number of days in the applicable performance period, shall vest upon the Release Effective Date based on the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); and

2.The remaining portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award by (ii) a fraction, the numerator of which equals the number of days from the Termination Date through the end of the applicable performance period in effect as of the Termination Date and the denominator of which equals the total number of days in the applicable performance period, shall vest upon the Release Effective Date at the greater of (x) the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and (y) target, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); and

(C)each LTI award that was granted on or after the Effective Date that is outstanding as of the Termination Date shall be treated as follows:

1.each such LTI award that is not subject to any performance vesting condition as of the Termination Date (each, a “New Time-Based Award”), shall continue to vest on, and be settled on or shortly after, the regularly-scheduled post-Termination Date vesting dates set forth in (and in accordance with) the applicable award agreement; and

2.each such LTI award subject to any performance vesting condition as of the Termination Date (each, a “New Performance Award”) shall remain outstanding and will continue to be eligible to vest and be paid to Executive in accordance with the terms of the applicable LTI award agreement, based on the actual level of actual performance during the performance period (determined as if Executive’s employment had not terminated prior to the conclusion of the performance period); plus

(vii)Any Match Payments that are unpaid as of the Termination Date, payable as and when set forth in (and with the amount of any such unpaid Match Payment calculated as provided under) Section 3(c) above; plus

(viii)During the period commencing on the Termination Date and ending on the earlier of the end of the eighteenth (18th) full calendar month following the Termination Date or the date on which the Executive becomes eligible for coverage under a subsequent employer’s group medical and dental plans (in either case, the “Severance COBRA Period”), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company will continue to provide to the Executive and the Executive’s dependents, at the Company’s sole expense, coverage under its group medical and dental plans at the same levels in effect on the Termination Date; provided, however, that if (x) 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), (y) the Company is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (z) 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 the Executive in substantially equal, then-currently-taxable monthly installments over the Severance COBRA Period (or remaining portion thereof). In the event the Company-subsidized portion of the coverage cost paid on the Executive’s or the Executive’s dependents’ behalf during the Severance COBRA Period, as described above, would cause the Executive to be taxable on reimbursements under the applicable plans by reason of the application of Section 105(h) of the Code (and the Company is not paying such amounts to the Executive in then-currently-taxable monthly installments as contemplated by the preceding sentence), such Company-subsidized portion of the coverage cost will to be imputed as taxable income to the Executive.

The payments and benefits described in clauses (ii) through (viii) above are subject to the Executive’s satisfaction of the conditions set forth in Section 5(f).

(d)Death or Disability. If the Executive’s employment with the Company is terminated due to the Executive’s death or Disability under Section 4(e) above, then the Executive (or, in case of death, the Executive’s beneficiary under the applicable plan, or the Executive’s estate if there is no such beneficiary) shall be entitled to receive:

(i)The Accrued Benefits; plus

(ii)Solely if the Executive’s termination of employment is due to the Executive’s Disability, the Continued Mobile Discounts; plus

(iii)Any STI award for the last completed fiscal year of the Company preceding the Termination Date that is unpaid as of the Termination Date; plus

(iv)A pro rata STI award for the fiscal year in which the Termination Date occurs, based on the greater of (x) the target performance level for the applicable fiscal year and (y) the actual level of actual performance for the portion of the fiscal year the Executive was employed, in any case, based on the number of days in the fiscal year through the Termination Date divided by 365; plus

(v)Any Match Payments that are unpaid as of the Termination Date, payable as and when set forth in (and with the amount of any such unpaid Match Payment calculated as provided under) Section 3(c) above; plus

(vi)For any LTI awards under the Incentive Plan, whether granted before or during the Term, and notwithstanding anything to the contrary in the applicable award agreement(s):

(A)for each LTI award that was granted prior to the Effective Date that is outstanding as of the Termination Date, vesting of such LTI award shall be determined under and in accordance with the terms of the applicable LTI award agreement; and

(B)each LTI award that was granted on or after the Effective Date that is outstanding as of the Termination Date shall be treated as follows:

1.each New Time-Based Award shall continue to vest on, and be settled on or shortly after, the regularly-scheduled post-Termination Date vesting dates set forth in (and in accordance with) the applicable award agreement; and

2.each New Performance Award shall remain outstanding and will continue to be eligible to vest and be paid to Executive in accordance with the terms of the applicable LTI award agreement, based on the actual level of actual performance during the performance period (determined as if Executive’s employment had not terminated prior to the conclusion of the performance period).

The payments described in clauses (iii) through (iv) above shall be made in a lump sum as soon as practicable (but not more than sixty (60) days) after the Termination Date.

(e)Qualifying Retirement. If the Executive’s employment with the Company is terminated by the Executive due to the Executive’s Qualifying Retirement (including, for clarity, pursuant to a Company Retirement Acceleration) pursuant to Section 4(f), then the Company shall pay or provide to the Executive the following (subject to the last sentence of this Section 5(e)):

(i)The Accrued Benefits; plus

(ii)The Continued Mobile Discounts; plus

(iii)A cash severance payment in an amount equal to two (2) times the sum of (A) the Executive’s Base Salary as in effect immediately prior to the Termination Date (or, solely in the event of a Company Retirement Acceleration, the Base Salary that would have been in effect

immediately prior to the Retirement Date (as determined by the Committee in its discretion pursuant to Section 3(a) above, only if such Base Salary has not already been determined pursuant to such provisions)) and (B) the Executive’s target STI award for the fiscal year in which the Termination Date occurs (or, in the event of a Company Retirement Acceleration, the target STI award that would have been in effect immediately prior to the Retirement Date (as determined by the Committee in its discretion)), payable no later than seventy-four (74) days following the Termination Date; plus

(iv)Solely in the event of a Company Retirement Acceleration, an additional amount in cash equal to the aggregate Base Salary that would have been paid to the Executive from the Termination Date through the Retirement Date (had the Executive’s employment not terminated), payable no later than seventy-four (74) days following the Termination Date (and, for clarity, the amount payable pursuant to this clause (iv) shall take into account any increase to the Executive’s Base Salary that would have occurred pursuant to the terms of this Agreement between the Termination Date and the Retirement Date (as determined by the Committee in its sole discretion)); plus

(v)Any Prior-Year STI Award, payable no later than seventy-four (74) days following the Termination Date; plus

(vi)Solely in the event of a Company Retirement Acceleration which has the effect of accelerating the Termination Date to an earlier calendar year than the calendar year in which the Retirement Date would have occurred, an annual STI award for the fiscal year of the Company in which the Termination Date occurs, based on actual performance results for the fiscal year in which the Termination Date occurs, payable no later than March 15th of the fiscal year immediately following the fiscal year in which the Termination Date occurs (but in all events during the fiscal year immediately following the fiscal year in which the Termination Date occurs); plus

(vii)Either (A) if clause (B) of this paragraph 5(e)(vii) does not apply, a pro rata STI award for the fiscal year of the Company in which the Termination Date occurs, based on the number of days in the fiscal year through the Termination Date (or, solely in the event of a Company Retirement Acceleration, through the Retirement Date) divided by 365 and calculated based on the actual level of attainment of the applicable performance measures during the portion of the fiscal year ending on the last day of the fiscal quarter ending immediately prior to the Executive’s Termination Date (or, solely in the event of a Company Retirement Acceleration, ending immediately prior to the Retirement Date) (i.e., determined as if the applicable performance period had ended as of the date of the last quarterly accounting accrual to occur prior to the Termination Date or Retirement Date, as applicable), as determined by the Company (or, if the Termination Date or Retirement Date, as applicable, occurs during the first fiscal quarter of the year, based on target performance), payable no later than seventy-four (74) days following the Termination Date or Retirement Date, as applicable; or (B) solely in the event of a Company Retirement Acceleration which has the effect of accelerating the Termination Date to an earlier calendar year than the calendar year in which the Retirement Date would have occurred, a pro rata STI award for the fiscal year in which the Retirement Date would have occurred, based on the number of days in the fiscal year through the Retirement Date divided by 365 and calculated based on the actual level of attainment of the applicable performance measures during the portion of the fiscal year ending on the last day of the fiscal quarter ending immediately prior to the Retirement Date (i.e., determined as if the applicable performance period had ended as of the date of the last quarterly accounting accrual to occur prior to the Retirement Date) or, if the Retirement Date occurs during the first fiscal quarter of the year, based on the actual level of attainment of the applicable performance measures during the portion of the fiscal year ending on the Retirement Date, in either case, as determined

by the Company, payable within seventy-four (74) days following the Retirement Date (but in all events during the fiscal year immediately following the fiscal year in which the Termination Date occurs); plus

(viii)For any LTI awards under the Incentive Plan, whether granted before or during the Term, and notwithstanding anything to the contrary in the applicable award agreement(s):

(A)each Time-Based Award that is outstanding as of the Termination Date shall vest in full (to the extent then-unvested) on the Release Effective Date (and shall remain outstanding and eligible to vest on the Release Effective Date), and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing);

(B)each Performance Award that is outstanding as of the Termination Date will become earned and vested on the Release Effective Date as follows:

1.A portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award, by (ii) a fraction, the numerator of which equals the number of days elapsed from the commencement of the applicable performance period in effect as of the Termination Date through (and including) the Termination Date and the denominator of which equals the total number of days in the applicable performance period, shall vest upon the Release Effective Date based on the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); and

2.The remaining portion of each Performance Award, determined by multiplying (i) the full number of shares or units, as applicable, subject to such Performance Award, by (ii) a fraction, the numerator of which equals the number of days from the Termination Date through the end of the applicable performance period in effect as of the Termination Date and the denominator of which equals the total number of days in the applicable performance period, shall vest upon the Release Effective Date at the greater of (x) the actual level of actual performance determined as if the applicable performance period had ended as of the last trading day immediately preceding the Termination Date, and (y) target, and shall be paid to the Executive no more than seventy-four (74) days following the Termination Date (unless subject to any deferral of earned and vested awards elected by the Executive in accordance with the terms of the applicable award agreement(s), in which case such deferral shall dictate payment timing); and

(C)each LTI award that was granted on or after the Effective Date and that is outstanding as of the Termination Date shall be treated as follows:

1.each New Time-Based Award shall continue to vest on, and be settled on or shortly after, the regularly-scheduled post-Termination Date vesting dates set forth in (and in accordance with) the applicable award agreement; and

2.each New Performance Award shall remain outstanding and will continue to be eligible to vest and be paid to Executive in accordance with the terms of the applicable LTI award agreement, based on the actual level of actual performance during the performance period (determined as if Executive’s employment had not terminated prior to the conclusion of the performance period); plus

(ix)During the Severance COBRA Period, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company will continue to provide to the Executive and the Executive’s dependents, at the Company’s sole expense, coverage under its group medical and dental plans at the same levels in effect on the Termination Date; provided, however, that if (x) 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), (y) the Company is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health plans, or (z) 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 the Executive in substantially equal, then-currently-taxable monthly installments over the Severance COBRA Period (or remaining portion thereof). In the event the Company-subsidized portion of the coverage cost paid on the Executive’s or the Executive’s dependents’ behalf during the Severance COBRA Period, as described above, would cause the Executive to be taxable on reimbursements under the applicable plans by reason of the application of Section 105(h) of the Code (and the Company is not paying such amounts to the Executive in then-currently-taxable monthly installments as contemplated by the preceding sentence), such Company-subsidized portion of the coverage cost will to be imputed as taxable income to the Executive.

The payments described in clauses (ii) through (ix) above are subject to the Executive’s satisfaction of the conditions set forth in Section 5(f).

(f)Conditions to Payment. The payments and benefits described in clause (ii) of Section 5(b), clauses (ii) through (viii) of Section 5(c) and clauses (iii) through (ix) of Section 5(e) are conditioned on (i) the Executive executing and delivering to the Company a release of all claims in substantially the form attached hereto as Exhibit A, with such release becoming fully effective (including, without limitation, the lapse of any revocation period) no later than the sixtieth (60th) day following the Termination Date, and (ii) the Executive’s continued compliance with the term and conditions set forth in the Restrictive Covenant and Confidentiality Agreement. Notwithstanding the foregoing, if the aggregate period during which the Executive is eligible to consider and revoke the release of claims begins in one calendar year and ends in the immediately following calendar year, no payments described in clause (ii) of Section 5(b), clauses (ii) through (viii) of Section 5(c) or clauses (iii) through (ix) of Section 5(e) will be made prior to the beginning of the second such calendar year (and any 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 Release Effective Date).

(g)Non-Duplication. Other than as described above in this Section 5, the Executive shall not be entitled to any payment, benefit, damages, award or compensation in connection with the Executive’s termination of employment, by either the Company or the Executive, except as may be expressly provided in another written agreement, if any, approved by the Board and executed by the Executive and the Company. Neither the Executive nor the Company is obligated to enter into any such other written agreement. The Executive shall not be entitled to severance or retirement benefits under this Agreement except as provided in Sections 5(b) through (e) above, and only to the extent provided in the applicable Section (i.e., severance benefits shall not be payable under more than one Section above).

(h)No Mitigation; No Offset. In the event of any termination of employment under this Agreement, the Executive shall be under no obligation to seek other employment or to mitigate damages, and there will be no offset against amounts due to the Executive under this Agreement for any reason, including without limitation, on account of any remuneration attributable to any subsequent employment that the Executive may obtain.

(i)Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(i)“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 a named organization, or any entity in which the named organization holds a controlling interest, whether through the ownership of voting securities, member interests, by contract or otherwise. For this purpose, “control” shall be deemed to exist when more than fifty percent (50%) of the voting power for the election of the directors (or similar governing body) of the entity or of the capital stock (or other equity interests) of the entity is owned, directly or indirectly, by another person, or other entity.

(ii)“Change in Control” has the meaning set forth in the Incentive Plan.

(iii)“Executive-Level Employee” means an “executive officer” of the Company (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934).

(iv)“Incentive Plan” means the T-Mobile US, Inc. 2023 Incentive Award Plan, as in effect from time to time (and any successor plan thereto).

(v)“Retirement Date” means the fifth (5th) anniversary of the Effective Date.

(j)Payments in Cash. Unless otherwise specifically indicated or set forth in an applicable LTI award agreement, all payments under Section 5 of this Agreement will be made in cash.

6.Restrictive Covenant and Confidentiality Agreement. The Executive and the Company acknowledge and agree that the Executive and the Company have previously entered into a Restrictive Covenant and Confidentiality Agreement, attached hereto as Exhibit B (the “Restrictive Covenant and Confidentiality Agreement”), the terms of which are incorporated by reference herein. To the extent that the Restrictive Covenant and Confidentiality Agreement suggests that (a) Executive’s duties are other than as described in this Agreement, (b) Executive is not eligible for severance, or (c) there is no other agreement between the Company and the Executive besides the Restrictive Covenant and Confidentiality Agreement, the provisions of this Agreement will control. Notwithstanding any provision of the Restrictive Covenant and Confidentiality Agreement to the contrary, the duration of the post-termination “Restricted Period” as defined in the first sentence of

paragraph 4 of such Agreement is increased from one year to two years. Further notwithstanding anything in the Restrictive Covenant and Confidentiality Agreement to the contrary, the Executive understands that (i) nothing contained in the Restrictive Covenant and Confidentiality Agreement will prohibit the Executive 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; (ii) nothing in the Restrictive Covenant and Confidentiality Agreement is intended to or will prevent the Executive 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 Executive’s attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, or from exercising any rights the Executive may have, if any, under Section 7 of the U.S. National Labor Relations Act; and (iii) pursuant to 18 USC Section 1833(b), (x) the Executive 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 (y) if the Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, the Executive may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, if the Executive (A) files any document containing the trade secret under seal, and (B) does not disclose the trade secret, except pursuant to court order.

7.Responsibilities Upon Termination. Upon the termination of his employment by the Company for whatever reason and irrespective of whether or not such termination is voluntary on his part, the Executive agrees that all papers, notes, documents, files, records, computer data, programs, tools, models, keys, pass cards, identification cards, and other items, furnished by the Company or created by the Executive or others in the course of work done by or on the behalf of the Company, including all duplicates and copies of such materials, are the property of the Company. The Executive agrees to return all the Company property to the Company at the conclusion of employment or earlier at the Company’s request. The Executive also agrees to return all property of the Company’s clients and customers and all documents and records containing information obtained from clients and customers at the conclusion of employment or earlier at the Company’s request.

8.Tax Matters.

(a)280G. In the event any payment, benefit or distribution of any type to or for the benefit of the Executive, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise to the Executive under this Agreement or otherwise constitutes a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the amount payable to the Executive shall be either (i) paid in full, or (ii) 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 the Executive, 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 the Executive otherwise agree in writing, all determinations required to be made under this Section 8(a), including the manner and amount of any reduction in the Executive’s 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) 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. For purposes of making the calculations required by this Section 8(a), the Accounting Firm may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request to make a determination under this Section 8(a). The Accounting Firm shall provide its written report to the Committee and the Executive 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 Section 8(a). The Executive 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 guarantee any such alternatives will be available or approved by the Company and neither the Executive nor the Company shall be obligated to enter into them.

(b)409A. It is intended that the payments and benefits under this Agreement comply with Section 409A of the Code (together with the Treasury Regulations relating thereto, “Section 409A”), or satisfy the requirements for an exemption to Section 409A, in each case, to the extent applicable to this Agreement and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith (or to be in satisfaction of an exemption therefrom). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement, no Termination Date shall be deemed to have occurred, and no payment otherwise payable upon a termination of the Executive’s employment shall be paid to the Executive under this Agreement unless and until the Executive’s termination of employment constitutes a “separation from service” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Agreement that qualify for the “short-term deferral” exception from Section 409A as described in Treasury Regulation Section 1.409A-1(b)(4) will be paid under such exception. 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 Agreement will be treated as a separate payment and any right to a series of installment payments pursuant to this Agreement will be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement (whether under this Agreement or otherwise), to the extent delayed commencement of any portion of the payments to be made to the Executive upon his 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 and (ii) the Executive’s 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, any payments or amounts reimbursable to the Executive under this Agreement shall be paid or reimbursed to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive)

during any one calendar year may not affect amounts reimbursable or provided in any subsequent calendar year and the Executive’s right to such reimbursements (or in-kind benefits) may not be liquidated or exchanged for any other benefit. With respect to any payments hereunder that may be made during any particular payment window (e.g., within sixty days) rather than on a specified payment date, the Company shall have the right to determine the exact payment date within such payment window.

9.General.

(a)Survival. The covenants of the Executive and the Company in this Agreement and in the agreements referenced herein, including but not limited to the covenants imposed upon the Executive in the Restrictive Covenant and Confidentiality Agreement and Section 9(c), shall survive the Termination Date.

(b)Notices. Unless and until some other address has been designated, all notices, consents, demands and other communications provided for by or relating to this Agreement shall be addressed as follows and shall be in writing and shall be deemed to have been given at the time the same is delivered in person or is mailed by registered or certified mail:

If to the Company:

Mark Nelson

Executive Vice President and General Counsel

T-Mobile US, Inc.

12920 SE 38th St

Bellevue, Washington 98006

If to the Executive:

At Executive’s last known address

evidenced on the Company’s

payroll records

Either party wishing to change the address to which notices, requests, demands and other communications under this Agreement shall be sent shall give written notice of such change to the other party.

(c)Dispute Resolution. Except for any claims (i) arising out of, or relating to, the Restrictive Covenant and Confidentiality Agreement attached hereto and/or any other written and fully executed agreements to which the Executive 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 the Executive’s employment with the Company or the termination thereof, either during the existence of the employment relationship or afterwards, 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. Arbitration shall be conducted in accordance with the then-prevailing employment 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 Section 9(c) shall be construed as precluding the Company 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. The exclusive venue for claims arising out of, or related to, the Restrictive Covenant and Confidentiality Agreement, shall be the state and Federal courts of King County, Washington.

(d)Governing Law. This Agreement shall be exclusively governed by and interpreted under the laws of the State of Washington.

(e)Waiver. The waiver or failure of either party to insist in any one or more instances upon performance of any term, covenant or condition of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition, but the obligations of either party with respect to such term, covenant or condition shall continue in full force and effect. No course of dealing shall be implied or arise from any waiver or series of waivers of any right or remedy hereunder.

(f)Severability. Each provision of this Agreement shall be interpreted where possible in a manner necessary to sustain its legality and enforceability. If any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be limited to the minimum extent necessary to render the same enforceable or valid. The unenforceability of any provision of this Agreement in a specific situation, or the unenforceability of any portion of any provision of this Agreement in a specific situation, shall not affect the enforceability of (i) that provision or portion of provision in another situation or (ii) the other provisions or portions of provisions of this Agreement if such other provisions or the remaining portions could then continue to conform with the purposes of this Agreement and the terms and requirements of applicable law.

(g)Amendments. This Agreement shall not be amended orally, but only by a written instrument executed only by a member of the Board or the Chair of the Committee, on the one hand, and the Executive, on the other.

(h)Entire Agreement. This Agreement, together with the Restrictive Covenant and Confidentiality Agreement and any other agreements expressly incorporated by reference herein, embody the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings between the Company and the Executive with respect to the subject matter hereof, including, without limitation, the Terms of Employment (except as expressly provided herein). To the extent the provisions of this Agreement are inconsistent with the terms of any underlying compensation plan or program, including without limitation any annual performance bonus plan or the Incentive Plan, the terms of this Agreement shall control.

(i)Free and Voluntary Act. The Executive agrees that he is entering into this Agreement as a free and voluntary act and that he has been given adequate time to decide whether or not to sign the Agreement and signs it only after full reflection and analysis. The Executive further acknowledges that the Executive has been given an opportunity to obtain an attorney’s independent counsel and advice, and that the Executive has read and understands the complete Agreement. Each party agrees that they have cooperated in the drafting and preparation of this Agreement; any construction of this Agreement shall not be construed against any party as drafter.

(j)Indemnification. The Executive shall be covered by the Company’s indemnification provisions and directors’ and officers’ insurance policies generally applicable to Company executives and directors. Subject to the terms and conditions of such provisions and policies, these provisions and policies shall continue to apply to the Executive after any termination of employment with respect to his service prior to termination of employment, on the same basis as for other former officers and directors.

(k)Legal Fees. The Company shall promptly reimburse the Executive for his legal fees reasonably incurred in connection with this Agreement, not to exceed $50,000, upon reasonable documentation.

(l)Binding Effect: Successors. This Agreement shall inure to the benefit of and shall be binding upon the Company and its successors, assigns and legal representatives and the Executive, his heirs and legal representatives. The Company will cause any successor thereto in a Change in Control to assume Company’s obligations under this Agreement, and failure to do so shall constitute a material breach of this Agreement unless otherwise agreed to by the Executive and the successor company. The Executive may not assign, transfer, or otherwise dispose of this Agreement, or any of his other rights or obligations hereunder (other than his rights to payments hereunder, which may be transferred only by will or by the laws of descent and distribution), without the prior written consent of the Company, and any such attempted assignment, transfer or other disposition without such consent shall be null and void.

(m)Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile or “.pdf” signature. Signatures of the parties transmitted by facsimile or email of a “.pdf” shall be deemed to be their original signatures for all purposes.

(n)Authority and Ratification. The Company represents that it has obtained all approvals, including Board and Committee approvals, required to enter into and perform its obligations under this Agreement, and that no other agreements would prevent the Company from entering into this Agreement.

[Signature Page Follows]

EXHIBIT 10.1

In Witness Whereof, the parties have executed this Agreement effective as of the Effective Date.

T-Mobile US, Inc.

By: /s/     Thomas Dannenfeldt

Thomas Dannenfeldt

Chair, Compensation Committee of the Board of Directors

Executive

By: /s/ Srinivasan Gopalan

Srinivasan Gopalan

[Signature Page to Employment Agreement]

EXHIBIT A

Release

[see attached]

EXHIBIT B

Restrictive Covenant and Confidentiality Agreement

[see attached]

Document

EXHIBIT 10.2

AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), dated as of September 19, 2025 (the “Amendment Effective Date”) is entered into by and between T-Mobile US, Inc. (the “Company”), and G. Michael Sievert (“Executive”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement (as defined below).

RECITALS

WHEREAS, the Company and Executive are parties to that certain Amended and Restated Employment Agreement, dated as of March 9, 2023 (the “Employment Agreement”), which sets forth the terms and conditions of Executive’s employment as President and Chief Executive Officer of the Company;

WHEREAS, the Company and Executive have determined that, effective as of November 1, 2025 (the “Transition Date”), Executive’s status as President and Chief Executive Officer of the Company shall end and Executive shall serve as Vice Chairman of the Board of Directors of the Company (the “Board”) and as an employee of the Company with the title of Vice Chairman; and

WHEREAS, in furtherance of the foregoing, the Company and Executive mutually desire to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration of Executive’s continued employment with the Company, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, effective as of the Amendment Effective Date, the Company and Executive hereby agree as follows:

AMENDMENT

1.Transition to Vice Chairman.

a.Term. The Employment Agreement is hereby amended to provide that the Term of the Employment Agreement shall continue until the first (1st) anniversary of the Transition Date, unless (i) prior to the expiration of the Term, the parties hereto mutually agree in writing to extend the Term or (ii) Executive’s employment with the Company is earlier terminated by the Company or Executive in accordance with Section 3 below. For clarity, Executive’s employment with the Company shall continue to remain “at will.”

b.Continued Service as President and Chief Executive Officer. During the portion of the Term commencing as of the Amendment Effective Date and continuing until the Transition Date (or, if earlier, the Termination Date), Executive (i) shall continue to serve as President and Chief Executive Officer of the Company, (ii) shall continue to be paid his Base Salary as in effect on the Amendment Effective Date, (iii) shall continue to be eligible to earn an STI award for calendar year 2025 and to vest in his LTI awards that are outstanding as of the Amendment Effective Date, and (iv) shall continue to be eligible for employee benefits and business expense reimbursements, in each case, in accordance with the terms and conditions of the Employment Agreement.

c.Transition to Vice Chairman. Effective as of the Transition Date (subject to Executive’s continued employment through such date), Executive shall cease to serve as the Company’s President and Chief Executive Officer, and hereby resigns from each such position and any other officer positions at the Company or any of its subsidiaries or affiliates and any director position at any of the Company’s subsidiaries or affiliates. During the portion of the Term

1

US-DOCS\111544640.4

commencing as of the Transition Date (the “Vice Chairman Term”), (i) Deutsche Telekom AG shall cause Executive to be appointed as the Vice Chairman of the Board, (ii) Executive shall continue to be employed by the Company as the Vice Chairman of the Company, reporting to the Board, and (iii) Executive shall have such duties and responsibilities as determined by the Board from time to time (including, without limitation, advising the Company’s Chief Executive Officer and Board on matters of strategy, management and governance, executive mentorship, and certain external relations).

d.Vice Chairman Compensation and Benefits. Notwithstanding anything in the Employment Agreement to the contrary (including, without limitation, Sections 3(a), (b), (c) and (d) of the Employment Agreement), during the Vice Chairman Term, Executive shall be paid a Base Salary of $7,000,000. The Base Salary shall be payable in accordance with the Company’s regular payroll practices as in effect from time to time (but no less often than monthly). In addition, during the Vice Chairman Term, Executive shall continue to be eligible to participate in employee benefit plans maintained by the Company and for business expense reimbursements, in each case, in accordance with the terms and conditions of the Employment Agreement. For clarity, notwithstanding the foregoing or anything to the contrary in the Employment Agreement (and except as provided in Section 2 below), Executive shall not be eligible to earn STI awards and shall not be granted LTI awards during the Vice Chairman Term.

2.Separation Benefits.

a.Separation Benefits. Subject to Executive’s continued employment with the Company through the Transition Date, and provided that Executive timely executes and does not revoke a release of claims in substantially the form attached as Exhibit B to the Employment Agreement that becomes fully effective (including, without limitation, the lapse of any revocation period) no later than the sixtieth (60th) day following the Transition Date, Executive shall receive the payments and benefits set forth under Sections 5(b)(iii)-(vi) of the Employment Agreement (collectively, the “Severance”). The Severance shall be paid at such times and in such manner as set forth in the Employment Agreement, except that (solely for purposes of calculating and determining the timing of payment of the Severance) references in Sections 5(b)(iii)-(vi) of the Employment Agreement to the Termination Date shall be deemed to mean and refer to the Transition Date. Notwithstanding anything to the contrary in the Employment Agreement, for purposes of calculating the Severance under Section 5(b)(vi) of the Employment Agreement, with respect to any Performance Awards held by Executive as of the Transition Date that are subject to vesting based on the Company’s relative total shareholder return, the actual level of actual performance shall be determined as if the applicable performance period ended as of September 19, 2025.

b.Earlier Termination. For clarity, (i) if Executive’s employment terminates for any reason prior to the Transition Date in a manner that entitles him to severance payments and benefits under his Employment Agreement (as in effect as of the Amendment Effective Date, after taking into account Section 2(c) below), Section 2(a) above shall be of no force or effect and Executive shall instead be eligible for (x) the severance payments and benefits set forth in the Employment Agreement (except that the actual level of actual performance of any Performance Awards held by Executive on the Termination Date shall be calculated in accordance with the last sentence of Section 2(a) above) and (y) if the severance payments and benefits are payable under Section 5(b) of the Employment Agreement, the cash payment set forth in Section 3(c)(i) below (calculated assuming that Executive’s Base Salary as in effect immediately prior to the Termination Date is his Base Salary during the Vice Chairman Term), in accordance with the terms and conditions of the Employment Agreement and Section 3(c)(i) below, respectively, and (ii) except as set forth in Section 3 below, if Executive becomes entitled to the Severance under Section 2(a) above, he will not be entitled to any further payments or benefits upon his subsequent termination of employment with the Company for any reason (including, without limitation, pursuant to Sections 5(c) and (d) of the Employment Agreement).

c.Amendment. Effective as of the Amendment Effective Date, the Employment Agreement is hereby amended to delete Sections 5(b)(viii) and 5(c)(x) thereof in their entirety, such that Executive shall have no further rights or interest with respect thereto.

3.Termination of Employment.

a.Termination. From and after the Amendment Effective Date, Executive’s employment with the Company shall terminate or may be terminated (as applicable) in accordance with Section 4 of the Employment Agreement; provided, that Executive shall not have the right to terminate Executive’s employment due to a Qualifying Retirement; provided further, that Executive’s employment with the Company shall automatically terminate upon expiration of the Vice Chairman Term.

b.Accrued Benefits. Upon Executive’s termination of employment with the Company for any reason, Executive shall be entitled to receive the Accrued Benefits, payable within thirty (30) days following the Termination Date (or such earlier date as may be required by applicable law).

c.Termination by Company Other Than For Cause; Termination by Executive With Good Reason; Termination due to Death/Disability; Expiration of Vice Chairman Term. If Executive’s employment with the Company is terminated (w) by the Company other than for Cause pursuant to paragraph 4(b) of the Employment Agreement, (x) by Executive with Good Reason pursuant to paragraph 4(d) of the Employment Agreement, (y) due to Executive’s death or Disability pursuant to Section 4(f) of the Employment Agreement or (z) as a result of the expiration of the Vice Chairman Term (provided that, at the time of such expiration, Executive is willing and able to continue providing services to the Company on terms and conditions substantially similar to those set forth in the Employment Agreement (as amended by this Amendment)), in any case, then the Company shall pay or provide to Executive the following (subject to the last sentence of this Section 3(c)):

i.An amount in cash equal to (x) twelve (12) months of Executive’s Base Salary as in effect immediately prior to the Termination Date minus (y) the aggregate Base Salary earned by Executive during the period commencing on the Transition Date and ending on (and including) the Termination Date, payable no later than seventy-four (74) days following the Termination Date;

ii.During the Severance COBRA Period, the healthcare continuation benefits set forth in Section 5(b)(vii) of the Employment Agreement; and

iii.The Continued Mobile Discounts as set forth in Section 5(b)(ii) of the Employment Agreement.

The severance payments and benefits described in this Section 3(c) shall be subject to Executive’s (or his estate’s, as applicable) timely execution and non-revocation of a release of claims in substantially the form attached as Exhibit B to the Employment Agreement that becomes fully effective (including, without limitation, the lapse of any revocation period) no later than the sixtieth (60th) day following the Termination Date in accordance with the terms of the Employment Agreement.

d.Good Reason. Notwithstanding anything to the contrary in the Employment Agreement, from and after the Transition Date, (x) the definition of Good Reason in the Employment Agreement shall cease to apply and (y) Good Reason shall instead mean any of the events listed in subparagraphs (i) through (v) below, which occurs without Executive’s express written consent. In

order to terminate his employment for Good Reason on or after the Transition Date, Executive must notify the Company of the occurrence of the applicable event in writing not more than ninety (90) days after the initial existence thereof. If the Company does not cure such event within thirty (30) days after receipt of such notice, Executive may thereafter terminate his employment for Good Reason within sixty (60) days after expiration of the Company’s cure period upon written notice of such termination to the Company. The events which shall constitute Good Reason from and after the Transition Date are:

i.a material diminution in Executive’s Base Salary;

ii.a material diminution in Executive’s title as (x) in his capacity as a member of the Board, Vice Chairman of the Board and/or (y) in his capacity as an employee, Vice Chairman of the Company;

iii.a change in Executive’s reporting relationship such that Executive no longer reports directly to the Board (including a requirement that Executive report to a corporate officer or employee instead of reporting directly to Board);

iv.a change of fifty (50) miles or greater in the principal geographic location at which Executive must perform the services under the Employment Agreement (as amended by this Amendment); or

v.any material breach by the Company or its successor company, as applicable, of the Employment Agreement (as amended by this Amendment) or any other agreement between Executive and the Company or the successor company, as applicable.

4.The Employment Agreement is hereby amended to the extent necessary to reflect this Amendment.

5.This Amendment shall be and hereby is incorporated into and forms a part of the Employment Agreement.

6.Except as expressly provided herein, all terms and conditions of the Employment Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the Company and Executive have executed this Amendment effective as of the date first above written.

COMPANY

T-Mobile US, Inc.

/s/ Thomas Dannenfeldt

Name:     Thomas Dannenfeldt

Title:     Chair, Compensation Committee of the Board of Directors

EXECUTIVE

/s/ G. Michael Sievert

G. Michael Sievert

(Signature Page to Amendment to Employment Agreement)

Document

EXHIBIT 10.3

AMENDMENT TO

COMPENSATION TERM SHEET

THIS AMENDMENT TO COMPENSATION TERM SHEET (this “Amendment”), effective as of November 1, 2025 (the “Amendment Effective Date”), is entered into by and between T-Mobile US, Inc. (the “Company”), and Peter Osvaldik (“Executive”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Term Sheet (as defined below).

RECITALS

WHEREAS, the Company and Executive are parties to that certain Compensation Term Sheet, dated as of September 12, 2024 (the “Term Sheet”), which sets forth the terms and conditions of Executive’s employment as Executive Vice President, Chief Financial Officer of the Company; and

WHEREAS, the Company and Executive mutually desire to amend the Term Sheet as set forth herein.

NOW, THEREFORE, in consideration of Executive’s continued employment with the Company, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, effective as of the Amendment Effective Date, the Company and Executive hereby agree as follows:

AMENDMENT

1. Term. The Term Sheet is hereby amended to provide that the “Expiration Date” means, and the Original Term shall continue until, July 1, 2027 (unless earlier terminated as set forth in the Term Sheet). For clarity, Executive’s employment with the Company shall continue to remain “at will.”

2.Severance. Subparagraph (b) of the section of the Term Sheet entitled “Severance” is hereby amended as follows:

(a)The reference to “July 2, 2026” in the first sentence of such subparagraph (b) is hereby replaced with “July 1, 2027”.

(b)The following is hereby added to such subparagraph (b) as clause (v) thereof:

“(v)     Solely if the Termination Date occurs during the one hundred and eighty (180)-day period (x) immediately prior to February 15, 2027 or (y) immediately prior to February 15th of any subsequent calendar year:

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

(B)For any LTI awards under the Plan (excluding, for clarity, the 2023 Special PRSU Award) that are scheduled to vest on the next February 15th following the Termination Date (such LTI awards, the “Vesting LTI Awards”), and notwithstanding anything to the contrary in the applicable award agreement(s):

(1)each such Vesting LTI Award that is outstanding and not subject to any performance vesting condition as of the Termination Date (each, a “Time-Based Award”), shall, upon the Termination Date, vest with respect to 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; and

(2)each such Vesting LTI Award that is outstanding and subject to any performance vesting condition as of the Termination Date (each, a “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 (x) the total number of shares or units (as applicable) subject to the award that would, absent Executive’s termination, otherwise become earned and vested based on the level of achievement of the applicable performance conditions during such performance period and (y) 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 Executive under the applicable award agreement had Executive’s employment not terminated (unless subject to any deferral of earned and vested awards elected by Executive 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.”

(c)For clarity, except as explicitly set forth in Section 2(b) above with respect to Vesting LTI Awards, the last sentence of subparagraph (b) of the section of the Term Sheet entitled “Severance” shall continue to apply.

3.The definition of “Expiration Date Payment” is hereby amended to mean an amount equal to (x) three and three tenths times (3.3x) the Target Grant-Date Value, minus (y) the aggregate dollar value of the portion of the 2023 Special PRSU Award that vests as of the Vesting Date (as defined in the Award Agreement) (determined based on the Company’s closing stock price on the Vesting Date), as determined by the Committee in its sole discretion; provided, however, that in no event will the Expiration Date Payment exceed the Severance Cap. If the amount in clause (x) of this definition is equal to or less than the amount in clause (y) of this definition, then the Expiration Date Payment shall equal zero.

4.The definition of “Pre-Expiration Date Payment” is hereby amended to mean an amount equal to (x) three and three tenths times (3.3x) the Target Grant-Date Value (or, if the or, if the date on which Executive’s employment terminates is on or before July 1, 2026, an amount equal to the Target Grant-Date Value multiplied by the Pro Rata Fraction), minus (y) the aggregate dollar value of the portion of the 2023 Special PRSU Award that vests as of the Vesting Date (as defined in the Award Agreement) (determined based on the Company’s closing stock price on the Vesting Date),

as determined by the Committee in its sole discretion; provided, however, that in no event will the Pre-Expiration Date Payment exceed the Severance Cap (or, if the date on which Executive’s employment terminates is on or before July 1, 2026, an amount equal to the Severance Cap multiplied by the Pro Rata Fraction). If the amount in clause (x) of this definition is equal to or less than the amount in clause (y) of this definition, then the Expiration Date Payment shall equal zero.

5.The Term Sheet is hereby amended to the extent necessary to reflect this Amendment.

6.This Amendment shall be and hereby is incorporated into and forms a part of the Term Sheet.

7.Except as expressly provided herein, all terms and conditions of the Term Sheet shall remain in full force and effect.

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IN WITNESS WHEREOF, the Company and Executive have executed this Amendment effective as of the date first above written.

COMPANY

T-Mobile US, Inc.

/s/ Deeanne King

Name:     Deeanne King

Title:     EVP and Chief People Officer

EXECUTIVE

/s/ Peter Osvaldik

Peter Osvaldik

(Signature Page to Amendment to Compensation Term Sheet)

Document

EXHIBIT 10.4

AMENDMENT TO

COMPENSATION TERM SHEET

THIS AMENDMENT TO COMPENSATION TERM SHEET (this “Amendment”), effective as of November 1, 2025 (the “Amendment Effective Date”), is entered into by and between T-Mobile US, Inc. (the “Company”), and Michael J. Katz (“Executive”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Term Sheet (as defined below).

RECITALS

WHEREAS, the Company and Executive are parties to that certain Compensation Term Sheet, dated as of March 18, 2025 (the “Term Sheet”), which sets forth the terms and conditions of Executive’s employment as President, Marketing, Strategy and Products of the Company; and

WHEREAS, the Company and Executive mutually desire to amend the Term Sheet as set forth herein.

NOW, THEREFORE, in consideration of Executive’s continued employment with the Company, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, effective as of the Amendment Effective Date, the Company and Executive hereby agree as follows:

AMENDMENT

1.Compensation.

(i) Base Salary. The “Salary” paragraph under the section of the Term Sheet entitled “Compensation” is hereby amended in its entirety to provide that, during the Term, Executive shall receive an annual base salary (the “Base Salary”) of no less than $975,000 (pro-rated for any partial year of employment), payable in accordance with the Company’s standard payroll practices (but no less often than monthly). In addition, commencing with the first payroll period for each calendar year commencing during the Term (commencing with calendar year 2026 and measured as of January 1st of the applicable calendar year), Executive’s 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 each of calendar years 2026 and 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 most highly compensated executive officer role (excluding Chief Executive Officers, Chief Financial Officers and, if applicable, Executive Chairs) (such 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 (ii) 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 Executive’s 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).

(ii) Long-Term Incentive. The first bullet of the “Long-Term Incentive (“LTI”)” paragraph under the section of the Term Sheet entitled “Compensation” is hereby amended in its entirety to provide that for each calendar year commencing after the Amendment Effective Date during the Term, Executive will receive annual LTI awards with an aggregate target grant-date value

(the “Target LTI”) of no less than $8,575,000. Without limiting the foregoing, Executive’s Target LTI shall be increased by the Committee as follows: (i) effective for annual LTI grants made during each of calendar years 2026 and 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 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 Executive’s 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).

2.Qualifying Retirement.

(i)General. Executive may voluntarily terminate his employment upon written notice to the Company (the “Retirement Notice”), effective as of the fifth (5th) anniversary of the Amendment 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 Executive, the Company may, in its discretion, accelerate the date of the Executive’s 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 Executive setting forth Executive’s Termination Date (a “Company Retirement Acceleration”). The parties hereto acknowledge and agree that if a Company Retirement Acceleration occurs, Executive’s termination of employment pursuant to such Company Retirement Acceleration shall constitute a Qualifying Retirement for purposes of the Term Sheet and shall not constitute a termination by the Company with or without Cause or a resignation by Executive with or without Good Reason. For the avoidance of doubt, nothing in this Section 2 prohibits the Company from terminating Executive’s employment with Cause or Executive 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.

(ii)Effect of Qualifying Retirement. If Executive’s employment is terminated due to a Qualifying Retirement, subject to (x) Executive’s timely execution and non-revocation of the Release and the Release becoming fully effective (including, without limitation, the lapse of any revocation period) no later than the sixtieth (60th) day following the Termination Date and (y) Executive’s continued compliance with the terms and conditions of the Restrictive Covenant Agreement, Executive shall receive the following payments and benefits (collectively, the “Retirement Benefits”):

(a)the payments and benefits set forth under subsections (a) through (g) under the section of the Term Sheet entitled “Severance”, payable to Executive at such times and in such manner as set forth in the Term Sheet; provided, however, that subsections (d) and (e) under the section entitled “Severance” of the Term Sheet shall only apply to LTI awards granted prior to the Amendment Effective Date and that remain outstanding as of the Termination Date; and

(b)each LTI award that was granted on or after the Amendment Effective Date and that is outstanding as of the Termination Date shall continue to vest and be paid to Executive in accordance with the terms of the applicable award agreement(s).

(iii)Severance Benefits. The Term Sheet is hereby amended to provide that, solely for purposes of the last two paragraphs of the section of the Term Sheet entitled “Severance,” “Severance Benefits” means, as applicable, (x) the Severance Benefits or (y) the Retirement Benefits.

3.The Term Sheet is hereby amended to the extent necessary to reflect this Amendment.

4.This Amendment shall be and hereby is incorporated into and forms a part of the Term Sheet.

5.Except as expressly provided herein, all terms and conditions of the Term Sheet shall remain in full force and effect.

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IN WITNESS WHEREOF, the Company and Executive have executed this Amendment effective as of the date first above written.

COMPANY

T-Mobile US, Inc.

/s/     Deeanne King

Name:     Deeanne King

Title:     EVP and Chief People Officer

EXECUTIVE

/s/ Michael J. Katz

Michael J. Katz

(Signature Page to Amendment to Compensation Term Sheet)

Document

EXHIBIT 10.5

Execution Version

GUARANTEE ASSUMPTION AGREEMENT

GUARANTEE ASSUMPTION AGREEMENT dated as of August 11, 2025, by Lab465, LLC, a Delaware limited liability company, Octopus Interactive Inc., a Delaware corporation, Play Octopus LLC, a Delaware limited liability company, and USCC Services, LLC, a Delaware limited liability company (collectively, the “Additional Guarantors” and each an “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, each Additional Guarantor hereby agrees to become a “Guarantor” for all purposes of the Lease Agreement. Without limiting the foregoing, each 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.

LAB465, LLC

OCTOPUS INTERACTIVE INC.

PLAY OCTOPUS LLC

USCC SERVICES, 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 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 September 30, 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
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
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
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 Senior Notes”) issued by Sprint LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, were outstanding as of September 30, 2025, including those that may no longer be subject to reporting as provided by Regulation S-X Rule 13-01:

Description of Notes
7.625% senior notes due 2026

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 September 30, 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 September 30, 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
ADstruc, LLC	Delaware	Guarantor
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
Mint Mobile Incentive Company, LLC	Delaware	Guarantor
Nextel Systems, LLC	Delaware	Guarantor
Nextel West Corp.	Delaware	Guarantor
NSAC, LLC	Delaware	Guarantor
Octopus Interactive Inc.	Delaware	Guarantor
Play Octopus LLC	Delaware	Guarantor
PRWireless PR, 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
TMUS International LLC	Delaware	Guarantor
USCC Services, Inc.	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 September 30, 2025, the obligors under the Sprint Senior Notes consisted of the Company, as a guarantor; Sprint LLC (a Delaware limited liability company), as issuer and T-Mobile USA, Inc. (a Delaware corporation) and Sprint Communications LLC (a Delaware limited liability company) as guarantors.

As of September 30, 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.

Document

EXHIBIT 31.1

Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, G. Michael Sievert, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q 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.

October 23, 2025

/s/ G. Michael Sievert
G. Michael Sievert<br>Chief Executive Officer

Document

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 Quarterly Report on Form 10-Q 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.

October 23, 2025

/s/ Peter Osvaldik
Peter Osvaldik<br>Executive Vice President and Chief Financial Officer

Document

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 Quarterly Report of T-Mobile US, Inc. (the “Company”), on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), G. Michael Sievert, 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.

October 23, 2025

/s/ G. Michael Sievert
G. Michael Sievert<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 Quarterly Report of T-Mobile US, Inc. (the “Company”), on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), Peter Osvaldik, Executive Vice President and 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.

October 23, 2025

/s/ Peter Osvaldik
Peter Osvaldik<br>Executive Vice President and Chief Financial Officer