8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 2, 2025

T-MOBILE US, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-33409	20-0836269
(State or other jurisdiction<br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br>Identification No.)

12920 SE 38th Street

Bellevue, Washington

(Address of principal executive offices)

98006-1350

(Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report):

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>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

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

Emerging growth company ☐

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

Item 8.01 – Other Events.

On July 2, 2025, T-Mobile US, Inc. (the “Company”), together with T-Mobile USA, Inc., its wholly-owned subsidiary (“T-Mobile USA”), issued a press release announcing the extension of the Exchange Offers and Consent Solicitations (as defined below). The Exchange Offers and Consent Solicitations, which were previously scheduled to expire at 5:00 p.m., New York City time, on July 1, 2025, will now expire at 5:00 p.m., New York City time, on August 1, 2025, unless earlier terminated or extended by the Company and T-Mobile USA (such date and time, including any extension, the “Expiration Date”). Except for the extension of the Expiration Date, all other terms of the Exchange Offers and Consent Solicitations remain in full force and effect. A copy of this press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

As previously disclosed, on May 23, 2025, the Company announced that it, together with T-Mobile USA, had commenced offers to exchange any and all of certain outstanding senior notes of United States Cellular Corporation, a Delaware corporation (“USCC”) and solicitation of consents to amend the indentures governing such notes (the “Exchange Offers and Consent Solicitations”) in furtherance of the Securities Purchase Agreement, dated as of May 24, 2024, by and among the Company, USCC, Telephone and Data Systems, Inc. and USCC Wireless Holdings, LLC, pursuant to which, among other things, the Company will acquire substantially all of USCC’s wireless operations and select spectrum assets. See the Company’s Current Report on Form 8-K dated June 16, 2025 for more information about the Exchange Offers and Consent Solicitations.

This Current Report on Form 8-K does not constitute an offer to exchange or a solicitation of an offer to exchange the outstanding senior notes of USCC for new senior notes issued by T-Mobile USA. The Exchange Offers are being made only pursuant to the Company’s and T-Mobile USA’s Registration Statement on Form S-4 (No. 333-287414) filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2025 and declared effective on May 22, 2025 and the related prospectus, dated May 23, 2025, as filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, and only to such persons and in such jurisdictions as is permitted under applicable law.

Item 9.01 - Financial Statements and Exhibits

The following exhibits are provided as part of this Current Report on Form 8-K:

(d) Exhibits:

Exhibit	Description
99.1	Press release, dated July 2, 2025, entitled “T-Mobile US, Inc. and T-Mobile USA, Inc. Announce Extension of Exchange Offers and Consent Solicitations for Certain of United States Cellular Corporation’s Outstanding Debt Securities”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	T-MOBILE US, INC.
July 2, 2025	/s/ Peter Osvaldik
	Peter Osvaldik<br> <br>Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

T-Mobile US, Inc. andT-Mobile USA, Inc. Announce Extension of Exchange Offers and Consent Solicitations for

Certain of United States Cellular Corporation’s Outstanding Debt Securities

BELLEVUE, Wash., July 2, 2025—(BUSINESS WIRE)—T-Mobile US, Inc. (NASDAQ: TMUS) (the “Company”) today announced that it, together with T-Mobile USA, Inc., its wholly-owned subsidiary (“T-Mobile USA”), has extended the expiration date of each of its previously announced offers to exchange (the “Exchange Offers”) any and all of certain outstanding senior notes of United States Cellular Corporation (“USCC”) and related consent solicitations (the “Consent Solicitations”) from the original date of 5:00 p.m., New York City time, on July 1, 2025, to 5:00 p.m., New York City time, on August 1, 2025 (such date and time as they may be further extended, the “Expiration Date”). The Exchange Offers were launched pursuant to the Securities Purchase Agreement announced on May 28, 2024, under which the Company has agreed to purchase certain assets from USCC.

Today’s extension concerns the Company’s offers to exchange:

(i) USCC’s 6.700% Senior Notes due 2033 (the “Old USCC 2033 Notes”) for new 6.700% Senior Notes due 2033 to be issued by T-Mobile USA (the “New 2033 Notes”);

(ii) USCC’s 6.250% Senior Notes due 2069 (the “Old USCC 2069 Notes”) for new 6.250% Senior Notes due 2069 to be issued by T-Mobile USA (the “New 2069 Notes”);

(iii) USCC’s 5.500% Senior Notes due 2070 (March) (the “Old USCC March 2070 Notes”) for new 5.500% Senior Notes due March 2070 to be issued by T-Mobile USA (the “New March 2070 Notes”); and

(iv) USCC’s 5.500% Senior Notes due 2070 (June) (the “Old USCC June 2070 Notes” and, together with the Old USCC 2033 Notes, the Old USCC 2069 Notes and the Old USCC March 2070 Notes, the “Old USCC Notes”) for new 5.500% Senior Notes due June 2070 to be issued by T-Mobile USA (the “New June 2070 Notes” and, collectively with the New 2033 Notes, the New 2069 Notes and New March 2070 Notes, the “New T-Mobile Notes”);

and the Consent Solicitations, in each case upon the terms and subject to the conditions set forth in the prospectus dated May 23, 2025, as filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (including the documents incorporated by reference therein, the “Prospectus”).

Except for the extension of the Expiration Date, all other terms of the Exchange Offers and the Consent Solicitations remain unchanged, including the Withdrawal Deadline (as defined in the Prospectus), which has passed, and therefore tenders of Old USCC Notes may no longer be validly withdrawn and consents may no longer be revoked.

As of 5:00 p.m., New York City time, on July 1, 2025, which was the original expiration time for the Exchange Offers and the Consent Solicitations, the principal amounts of the Old USCC Notes validly tendered and not validly withdrawn, as advised by D.F. King & Co., Inc., the exchange agent for the Exchange Offers, are set forth in the table below:

Aggregate<br><br><br>Principal Amount<br><br><br>(mm)	Title of Series of OldUSCC Notes	CUSIP No./ ISIN	Title of Series of Notes tobe Issued by T-MobileUSA	Principal AmountTendered	Approximate Percentageof Old USCCNotesTendered
$544	Old USCC 2033 Notes	911684AD0/US911684AD06	New 2033 Notes	$488,683,000	89.83%
$500	Old USCC 2069 Notes	911684702/US9116847024	New 2069 Notes	$391,403,250	78.28%
$500	Old USCC March 2070 Notes	911684801/US9116848014	New March 2070 Notes	$394,148,050	78.83%
$500	Old USCC June 2070 Notes	911684884/US9116848840	New June 2070 Notes	$390,253,300	78.05%

Copies of the Prospectus pursuant to which the Exchange Offers and Consent Solicitations are being made may be obtained from D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers and Consent Solicitations. Requests for documentation and questions regarding procedures for tendering the Old USCC Notes can be directed to D.F. King & Co., Inc. at (888) 605-1958 (for information U.S. Toll-free) or (212) 269-5550 (information for banks and brokers). Questions regarding the terms and conditions of the Exchange Offers and Consent Solicitations should be directed to the dealer managers, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, at Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Global Debt Advisory Group, Collect: (212) 761-1057, Toll Free: (800) 624-1808, Email: lmny@morganstanley.com and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Collect: (704) 410-4235, Toll Free: (866) 309-6316, Email: liabilitymanagement@wellsfargo.com, Attention: Liability Management Group, respectively.

Important Information about the Exchange Offers

The Exchange Offers and Consent Solicitations are being made only by and pursuant to the terms and subject to the conditions set forth in the Prospectus and the information in this press release is qualified by reference to such Prospectus.

This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell with respect to any securities. The Company is not making an offer of New T-Mobile Notes in any jurisdiction where the Exchange Offers are not permitted, and this press release does not constitute an offer to participate in the Exchange Offers to any person in any jurisdiction where it is unlawful to make such an offer or solicitations.

Holders of the Old USCC Notes are urged to carefully read the Prospectus before making any decision with respect to the Exchange Offers and Consent Solicitations. None of the Company, T-Mobile USA, the dealer managers, the trustee with respect to any series of Old USCC Notes, the trustee with respect to any series of New T-Mobile Notes, the information agent and exchange agent for the Exchange Offers or any affiliate of any of them makes any recommendation as to whether holders of the Old USCC Notes should exchange their Old USCC Notes for New T-Mobile Notes in the Exchange Offers, and no one has been authorized by any of them to make such a recommendation.

Holders of the Old USCC Notes must make their own decision as to whether to tender Old USCC Notes and, if so, the principal amount of Old USCC Notes to tender.

About the Company

T-Mobile US, Inc. is America’s supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile’s customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile and Mint Mobile. For more information please visit: https://www.t-mobile.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on the Company’s management’s current expectations. Such statements include, without limitation, statements about the Exchange Offers and Consent Solicitations and the planned issuance of the New T-Mobile Notes. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, without limitation, prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect the Company and its results is included in the Company’s filings with the SEC, which are available at http://www.sec.gov.

CONTACTS:

T-Mobile US Media Relations

MediaRelations@T-Mobile.com

Or

Investor Relations

investor.relations@t-mobile.com