narrative.md

Published September 30, 2026

# T-Mobile US, Inc. (TMUS) — Narrative

## Business

*From the FY2025 Form 10-K (fiscal year ended December 31, 2025), accession 0001283699-26-000010.*

T-Mobile sells wireless communications and broadband services in the United States, and it sells the
devices people use them on. As of December 31, 2025 it served 142.4 million postpaid and prepaid
customers, and it is the second largest provider of wireless communications services in the U.S. as
measured by total postpaid and prepaid customers. Service revenue is the engine: in 2025, 81% of
service revenues came from postpaid customers, 15% from prepaid, and 4% from wholesale and other
services. Substantially all revenue for 2025, 2024 and 2023 was earned in the United States,
including Puerto Rico and the U.S. Virgin Islands.

The company sells under the flagship brands T-Mobile, Metro by T-Mobile and Mint Mobile (prepaid
also runs under Ultra Mobile), through owned and operated retail stores, its websites and apps,
customer care channels and national retailers, plus dealers and third-party distributors for resale.
Postpaid customers — consumers and business customers, the latter served under the T-Mobile for
Business brand — pay after receiving service across phones, 5G broadband gateways, fiber
connections, mobile internet devices, wearables, DIGITS and other connected devices. Prepaid
customers pay in advance. Machine-to-machine and mobile virtual network operator customers get
network access through wholesale partners who own the customer relationship.

The service lineup centers on premium unlimited "Experience" plans — Experience More and Experience
Beyond — bundling unlimited talk, text and data, 5G access at no extra cost, scam protection,
streaming subscriptions, in-flight Wi-Fi and the same device offers available to new customers. An
Essentials plan covers the lower price point, and specific plans serve Military and Veterans, First
Responders and 55+ customers. Qualified customers finance devices over an installment period,
generally 24 months, on an equipment installment plan. Beyond wireless, T-Mobile sells 5G broadband
(a fixed wireless product running on excess capacity of its nationwide 5G network, available to tens
of millions of households) and fiber, plus complementary device protection, financial services and
advertising products.

The network is the asserted source of differentiation, and the spectrum position is its foundation.
The company states a mission to become "Famous for Network," and it controlled an average of 394 MHz
of combined low- and mid-band spectrum nationwide as of December 31, 2025 — an average of 43 MHz in
600 MHz, 12 MHz in 700 MHz, 14 MHz in 800 MHz, 42 MHz in 1700 MHz AWS, 68 MHz in 1900 MHz PCS, 185
MHz in 2.5 GHz, 3 MHz in 3.45 GHz and 27 MHz in C-band — alongside an average of 1,059 GHz of
combined millimeter-wave licenses. Technology positioning rests on a scaled nationwide 5G standalone
network supporting Massive MIMO, Voice over New Radio, L4S, four-carrier and higher-order
aggregation, dynamic network slicing and what the company describes as the U.S.'s first broad
deployment of 5G Advanced. Equipment sits on macro cell sites and small cell/distributed antenna
system sites, positioned using a "Customer-Driven Coverage" analytical approach.

Spectrum is actively traded, not merely held. Under a September 2023 license purchase agreement with
Comcast, amended January 13, 2025, T-Mobile will acquire 600 MHz spectrum for total cash
consideration of between $1.2 billion and $3.4 billion. Under a May 30, 2025 License and Unit
Purchase Agreement with NEWLEVEL IV, L.P. and NEWLEVEL, LLC — affiliates of Grain Management, LLC —
it will sell its 800 MHz licenses for $2.9 billion in cash plus Grain's 600 MHz licenses, which
T-Mobile already uses under lease.

Competition comes from AT&T and Verizon, from smaller and regional providers including Charter,
Comcast, EchoStar, Cox and Altice USA, and from providers using alternative technologies. In
broadband, the competitive set is cable, DSL, other fiber providers, AT&T's and Verizon's fixed
wireless products and satellite internet. The company notes that some competitors have shown a
willingness to use discounted pricing or bundled services as differentiation.

T-Mobile employed approximately 75,000 full-time and part-time employees as of December 31, 2025,
across network, retail, administrative and customer support functions, substantially all in the
United States including Puerto Rico. Headquarters are in Bellevue, Washington and Overland Park,
Kansas. Benefits include a nationwide minimum pay of at least $20 per hour for full-time and
part-time employees, annual stock grants to all full-time and part-time employees, and tuition
assistance.

Two structural facts shape the equity. First, the FCC regulates licensing, construction, network
operation and modification, control and ownership of licenses, license transfers, domestic roaming
and interconnection; licenses are issued for fixed terms, typically 10–15 years, and can be revoked
for cause or denied renewal. Direct foreign ownership of a CMRS licensee above 20% is prohibited and
indirect foreign ownership above 25% requires FCC review — the FCC has issued a declaratory ruling
authorizing up to 100% ownership of T-Mobile by Deutsche Telekom. Second, that shareholder exists:
as of February 6, 2026 DT held, directly or indirectly, approximately 52.8% of outstanding T-Mobile
common stock and, through a Proxy, Lock-Up and ROFR Agreement with SoftBank, had voting control over
approximately 56.9%. SoftBank ceased to be a related person on August 6, 2025.

Much of the 2.5 GHz position is leased rather than owned: EBS spectrum has historically been accessed
through long-term leases with license holders, typically for the remaining license term with renewal
options up to 30 years total. The FCC lifted the EBS eligibility restriction and the 30-year lease
cap in April 2020, so holders can now sell. T-Mobile has begun acquiring some EBS licenses but
expects to keep leasing in this band for some time.

## Risk factors

*From the FY2025 Form 10-K (fiscal year ended December 31, 2025), accession 0001283699-26-000010,
Item 1A, condensed; and the updated cyberattack risk factor in the Form 10-Q for the quarter ended
June 30, 2026, accession 0001283699-26-000101, Part II Item 1A.*

**Competition in a saturating market.** The company states the telecommunications industry is highly
competitive and that as it reaches saturation, competition across prepaid, postpaid, enterprise and
government segments will likely further intensify, pressuring pricing and margins for T-Mobile and
its competitors alike. AT&T and Verizon have each invested heavily in spectrum, networks, and service
and device promotions; cable providers continue diversifying into wireless under MVNO agreements; and
non-traditional competitors, including satellite providers using alternative technologies, may
emerge. In broadband, cable, AT&T, Verizon, satellite and fiber players all compete.

**Cyberattacks — realized, not hypothetical.** T-Mobile discloses that it is subject to persistent
cyberattacks from nation state-sponsored parties, malicious actors, employees, contractors and other
third parties, some residing where law enforcement is ineffective or unavailable. It incurred
significant costs from the previously disclosed August 2021 and January 2023 cyberattacks,
responding to and resolving mass arbitration claims, multiple class action lawsuits and an FCC
investigation. Beyond those two, it has experienced unrelated, non-material incidents involving
unauthorized access to Confidential Information and Systems — typically fraud attempts taking control
of a customer's phone line by exploiting insider access or compromised credentials, and in other
cases unauthorized access to customer payment information, financial data, Social Security numbers or
passwords, and to company intellectual property. Some incidents occurred at third-party providers.
Insurance may not be sufficient to cover losses. In the June 2026 quarter the company updated this
risk factor to add that it expects threat actors to increase in sophistication through increasingly
advanced AI tools, which may accelerate the identification and exploitation of vulnerabilities,
enable evasion of security controls and shorten the time between discovery and attempted exploitation
— and that efforts to accelerate remediation may themselves increase the risk of operational
disruptions or system instability. It also notes it has acquired and continues to acquire companies
with cybersecurity vulnerabilities or unsophisticated security measures.

**Technology transitions.** Competitive advantage depends on providing industry-leading coverage,
speed and reliability. The company acknowledges that emerging technologies such as AI-driven Radio
Access Networks and a potential transition to 6G may redefine network standards, and that it may
encounter technical challenges, regulatory hurdles, supply chain constraints or delays in deploying
new network technologies.

**Digital transformation execution and adoption.** T-Mobile flags its complex digital transformation
as a distinct risk on two axes: execution (harmonizing system architectures, integrating new
platforms with legacy infrastructure, managing data from disparate sources, AI regulatory compliance,
algorithmic bias, substantial capital and operating expenditure, scarce specialist skills) and
adoption (customers and employees may lag expectations or revert to supported channels even where the
technical capability works, limiting the anticipated efficiency and revenue benefits).

**Key personnel and leadership transition.** On November 1, 2025 G. Michael Sievert retired as Chief
Executive Officer while continuing as Vice Chairman of the Company and of the Board, and Srinivasan
Gopalan became President and Chief Executive Officer. Several other leadership changes were
announced, and the company began enterprise-wide restructurings in 2025. It states that if it is
unable to effectively manage the CEO transition, the leadership changes and other restructuring
changes, its ability to execute strategy and retain key executives and talent could be adversely
affected. It is also increasingly dependent on hiring and retaining employees with AI and machine
learning expertise.

**System failures.** The company relies on its own and third-party systems and networks. Named causes
of failure include physical damage, power surges or outages and equipment failure across both wireless
and fiber networks — including from severe weather, earthquakes, floods, hurricanes and wildfires that
may occur more frequently or intensely as a result of climate change — human error from poor change
management or policy compliance, risks to access to reliable energy and water, hardware or software
outages, and supplier failures or delays.

**Spectrum scarcity and cost.** Continued interest in acquiring spectrum by existing carriers,
satellite providers and speculators may reduce T-Mobile's ability to acquire or renew holdings such as
600 MHz and 2.5 GHz and may raise secondary-market and auction prices; the FCC may not make sufficient
additional spectrum available; and spectrum offered at auction may be priced beyond levels the company
is able or willing to pay. Conditions imposed on acquired spectrum — configuration or geographic
deployment limits — may raise costs or reduce its value.

**M&A, joint ventures and divestitures.** The company has pursued and may continue to pursue
acquisitions, investments, joint ventures and mergers, some potentially significant relative to the
size of its business, and may also divest assets. Named risks include diversion of management
attention, integration cost, increased interest expense and leverage, talent loss, difficulty
integrating financial and operational systems into its internal control framework, entry into markets
where it has limited experience, undiscovered liabilities, transaction expenses whether or not a deal
closes, regulatory approval risk, and underperformance leading to goodwill and intangible write-downs.
Restructuring and integration around the UScellular Acquisition specifically carry network integration
and customer migration risk — service disruptions, delays transitioning customer accounts and systems,
and challenges maintaining customer experience during integration.

**Joint ventures the company does not control.** T-Mobile formed fiber joint ventures in which it does
not hold a majority or controlling interest, so it has limited control over many decisions, cannot
control its co-investors, and notes these ventures may not be subject to the same internal control and
financial reporting requirements it follows, such that internal control problems may arise.

**Government Commitments.** In connection with the Sprint Merger and the related DISH Prepaid
Transaction, T-Mobile agreed to Government Commitments including extensive 5G build-out, delivering
high-speed wireless to the vast majority of Americans, marketing in-home fixed wireless where spectrum
capacity is sufficient, and national security commitments. These materially increased compliance
obligations, and failure to fulfill them in a timely manner could result in substantial fines,
penalties or other legal and administrative actions.

**Economic and trade conditions.** Results are exposed to interest rates, consumer credit conditions
and debt levels, consumer confidence, unemployment, tariffs and trade restrictions, currency moves,
immigration policy, energy costs, inflation, supply chain disruption and geopolitical instability
including the Ukraine-Russia and Israel-Hamas wars. The company notes that industry customer growth
depends on population growth including growth in the immigrant population, and expects the industry's
growth rate to be moderate versus historical rates. A significant segment of its customer base may be
vulnerable to weak economic conditions, particularly subprime customers, who may be more likely to
terminate service and default on device financing. Higher tariffs may raise procurement and operating
costs; some suppliers may struggle to absorb them, leading to supply disruption or cost pass-through,
and price increases may make it harder to attract customers or may raise churn.

**New products and services.** Expansion beyond traditional wireless — broadband (fixed wireless and
fiber), network slicing for first responders (T-Priority), 5G advanced network solutions for
enterprises, advertising technology, and financial products such as the T-Mobile Visa credit card
introduced in November 2025 — requires significant capital and expertise, exposes the company to
unfamiliar regulation, and faces demand that is difficult to predict and adoption that may be slower
than anticipated or may not occur at all.

**Supplier concentration.** In billing services, voice and data transport, wireless and fiber
infrastructure equipment, handsets and other devices, back-office processes and payment processing,
there are a limited number of suppliers that can provide adequate support, which the company says
decreases its flexibility to switch. Unexpected termination or difficulty renewing these arrangements
could have a material adverse effect.

**Sociopolitical volatility.** The company identifies reputational damage, boycotts and shifts in
consumer behavior arising from a polarized environment amplified by social media as a risk to brand,
sales and profitability, and notes evolving ESG-related regulatory requirements, including recently
enacted or proposed legislation in jurisdictions such as California.

**Indebtedness.** T-Mobile has, and expects to continue to have, a substantial amount of debt, which
it says reduces flexibility in responding to changing conditions, increases cash required for debt
service, and may reduce funds available for capital expenditures, share repurchases and dividends,
potentially putting it at a competitive disadvantage to less levered companies. There is no guarantee
it will generate sufficient cash flow to service its obligations when due, and it may be unable to
refinance, sell assets or borrow on commercially reasonable terms. Credit market volatility,
inflation, monetary policy changes or a ratings decrease could raise borrowing costs or limit capital
markets access. Hedging agreements may not fully protect it, and counterparty default would leave
underlying exposures unhedged.

**Internal control over financial reporting.** The company notes it is refining and improving systems
to align with evolving business needs, that a failure or significant delay in updating systems or
integrating new ones with existing processes could compromise control effectiveness, and that
material weaknesses would impair Sarbanes-Oxley Section 404 compliance.

**Regulation and national security obligations.** Beyond FCC licensing and spectrum rules, the
company is subject to oversight on roaming, interconnection, facilities siting, pole attachments,
intercarrier compensation, Universal Service Fund, 911 services, robocalling/robotexting, consumer
protection, privacy and cybersecurity, and to regulation of its device financing and insurance
activities. It operates under agreements with U.S. government agencies including a mitigation
agreement with the Committee on Foreign Investment in the United States, and states these national
security obligations may limit its control over certain U.S. facilities, contracts, personnel, vendor
selection and operations.

**Privacy, data protection and AI law.** More than a dozen states have enacted comprehensive privacy
laws since 2020, including the California Consumer Privacy Act, some with private rights of action for
certain data breaches; the company has incurred and will continue to incur significant compliance
costs, including from managing state-by-state variation, and privacy laws limit its ability to collect
and use personal information. AI-related law remains uncertain and varies by jurisdiction. As a result
of business acquisitions it is also subject to an expanding set of non-U.S. requirements, including EU
and UK data protection regimes.

**Litigation.** The company and its affiliates are involved in disputes, governmental and regulatory
inspections, investigations and proceedings, mass arbitrations and litigation. It is also subject to
current and potential future lawsuits alleging adverse health effects from wireless handset use or
from transmission equipment such as cell towers, and notes the Department of Health and Human Services
has indicated it is undertaking a study on electromagnetic radiation and health.

**Intellectual property.** The company relies on patents, copyrights, trademarks and domains, has
faced and expects to continue facing litigation alleging its products or services infringe third-party
IP — including potential litigation arising from its use of AI — and notes its suppliers and vendors
face IP litigation that could impair their ability to keep supplying it.

**Regulated financial services.** Device financing through the equipment installment plan and
co-branded banking products such as T-Mobile Money and the T-Mobile Visa credit card expose the
company to Consumer Financial Protection Bureau, state attorney general, FCC and FTC examination and
enforcement, and to fines, penalties, civil litigation and class actions.

**Tax.** The company collects and remits sales taxes, Universal Service Fund contributions, common
carrier regulatory charges and public safety fees; because many of its service plans are tax
inclusive, increases in such taxes may adversely affect results.

**License renewal.** Licenses are subject to renewal and may be revoked for cause or denied renewal if
the FCC finds renewal would not serve the public interest. Many licenses carry interim or final
construction requirements, and there is no guarantee the FCC will find T-Mobile's construction — or
that of prior licensees — sufficient.

**Deutsche Telekom control.** Because DT controls a majority of voting power, T-Mobile is a
"controlled company" under NASDAQ rules and is exempt from requirements for a majority of independent
directors and fully independent nominating and compensation committees. While DT beneficially owns 30%
or more of outstanding common stock, T-Mobile is restricted without DT's prior written consent from,
among other things, incurring indebtedness above levels set by a specified debt-to-cash-flow ratio,
acquiring or disposing of assets or entering mergers in excess of $1.0 billion, changing Board size,
issuing equity of 10% or more of then-outstanding shares, repurchasing or redeeming equity or making
extraordinary or in-kind dividends other than pro rata, and making certain changes involving the CEO.
DT's interests may differ from those of other stockholders, including as a holder of a portion of
T-Mobile's debt and as counterparty in commercial arrangements. Separately, T-Mobile licenses the
"T-Mobile" trademark from DT and pays a royalty of 0.25% of net revenue generated under the licensed
marks, capped at $80 million per calendar year through December 31, 2028; the parties must negotiate a
new license if DT falls to 50% or less of voting power or a third party reaches 50% or more, and a
failure to agree permits either side to terminate.

**Share overhang and foreign ownership limits.** DT is free under the Second Amended and Restated
Stockholders' Agreement to transfer shares in public sales without notice so long as no third party
ends up owning more than 30%; it has incrementally sold limited amounts in the open market, and
further sales, or even the right to make them, could depress the stock price. If foreign ownership by
previously unapproved parties exceeded permitted levels without FCC authorization, penalties could
include an order to divest, fines, license revocation or denial of renewals, and the Certificate of
Incorporation provides for redemption at a pre-determined price that may be less than fair market
value.

**Stockholder return programs and exclusive forum.** Stockholder return programs do not obligate the
company to acquire any particular amount of stock or pay any particular dividend and may be suspended
or discontinued at any time; announcement of a termination may decrease the stock price. The
Certificate of Incorporation designates the Delaware Court of Chancery as sole and exclusive forum for
derivative actions, fiduciary duty claims and certain other actions.

## Management's discussion and analysis — fiscal 2025

*From the FY2025 Form 10-K (fiscal year ended December 31, 2025), accession 0001283699-26-000010,
Item 7. Comparisons are 2025 versus 2024.*

**The shape of the year: revenue grew faster than operating income.** Total revenues increased $6.9
billion, or 8%, while total operating expenses increased $6.6 billion, or 10%, leaving operating
income up just $269 million, or 1%. Income before income taxes was $14.3 billion versus $14.7
billion, the effective tax rate was 23.0% versus 22.9%, and net income was $11.0 billion versus $11.3
billion. Net income for 2025 included $293 million of severance and related costs for the 2025
Workforce Transformation, net of tax, and $208 million net of tax of impairment on capitalized
software development costs for the billing system.

**Revenue lines.** Postpaid revenues rose $5.6 billion, or 11%, on higher average postpaid accounts —
including from the UScellular, Metronet and Lumos acquisitions — and higher postpaid ARPA (average
revenue per account). Prepaid revenues rose $98 million, or 1%: more average prepaid customers,
largely those acquired with Ka'ena, partly offset by lower prepaid ARPU (average revenue per user).
Wholesale and other service revenues *fell* $562 million, or 16%, on lower MVNO revenues including
EchoStar and TracFone, the effect of the Ka'ena Acquisition (which terminated a wholesale relationship
and moved those customers into prepaid), and lower Affordable Connectivity Program revenues — partly
offset by higher advertising revenues from Vistar and Blis. Equipment revenues rose $1.7 billion, or
12%, on higher average revenue per device sold net of promotions driven by a richer high-end phone
mix, a higher number of devices sold on higher postpaid upgrades and the UScellular Acquisition
(partly offset by lower Assurance Wireless devices), and higher liquidation revenue.

**Cost lines.** Cost of services, excluding depreciation and amortization, rose $726 million, or 7%,
on UScellular costs, wholesale network access costs and amortization of customer installation fees
paid to Metronet and Lumos, $111 million of 2025 Workforce Transformation severance, higher
third-party costs from more subscribers and the T-Satellite launch, and Network Restructuring
Initiative costs. Cost of equipment sales, excluding depreciation and amortization, rose $2.4 billion,
or 13%, on higher average cost per device from the high-end mix, more devices sold, and higher
liquidation costs. Selling, general and administrative expenses rose $2.7 billion, or 13%: higher
personnel-related costs, higher advertising, UScellular costs including merger-related costs, $279
million of 2025 Workforce Transformation severance, and higher bad debt expense from more customers and
device sales. The SG&A comparison is flattered against a prior year that carried $202 million of gains
on closing certain spectrum exchange transactions, $105 million of legal-related insurance recoveries
and a $100 million gain on a DISH extension fee for 800 MHz licenses that were never purchased; 2025
carried a partly offsetting $151 million gain on the completed sale of a portion of the 3.45 GHz
licenses. Impairment expense was $278 million, from the billing-system capitalized software write-down.

**Below the line.** Interest expense, net, rose $363 million, or 11%, on higher average debt
outstanding and a higher average effective interest rate. Other (expense) income, net, swung $337
million — from $113 million of income in 2024 to $224 million of expense in 2025 — on T-Mobile's
proportionate share of losses from the Lumos and Metronet joint ventures and the prior-year $80 million
gain on partial settlement of Sprint Retirement Pension Plan retiree obligations. Income tax expense
fell $84 million, or 2%.

**Operating measures.** Total net customer additions increased 1,658,000, or 26%. Postpaid other net
additions rose on mobile internet devices (including business customers, and against higher prior-year
deactivations of lower-ARPU educational-sector devices activated during the pandemic), higher broadband
net additions and higher other connected devices, partly offset by lower wearables; postpaid phone net
additions rose on higher gross additions, partly offset by higher churn and more deactivations from a
growing base; prepaid net additions fell on more deactivations from a growing base (largely Ka'ena) and
higher prepaid-to-postpaid migration. 5G broadband customers within postpaid other were 7,602,000 at
year-end 2025 versus 5,742,000 a year earlier, and within prepaid were 848,000 versus 688,000; fiber
customers within postpaid other were 997,000. Postpaid ARPA increased $5.12, or 4%, on rate plan
optimizations and higher fee revenue including new tax-and-fee-exclusive plans, more customers per
account from 5G broadband adoption and T-Mobile for Business growth (partly offset by fiber and
UScellular accounts carrying fewer customers per account), and higher premium services — partly offset
by increased promotional activity including bundled offerings. Prepaid ARPU decreased $1.92, or 5%, on
the lower-ARPU Ka'ena customers and dilution from promotional activity and rate plan mix.

**Non-GAAP profitability.** Core Adjusted EBITDA increased $2.2 billion, or 7%, on higher total service
revenues and higher equipment revenues excluding lease revenues, partly offset by higher cost of
equipment sales, SG&A and cost of services excluding Special Items. Adjusted EBITDA increased $2.1
billion, or 7%, the difference being lower lease revenues, down $80 million.

**Cash flow.** Net cash provided by operating activities increased $5.7 billion, or 25%, driven by a
$4.6 billion decrease in net cash outflows from working capital changes and a $1.0 billion increase in
net income adjusted for non-cash items. Net cash used in investing activities increased $8.5 billion,
or 94%, reflecting $10.0 billion of purchases of property and equipment including capitalized interest
(continued 5G build-out, increased greenfield site builds, incremental capital expenditure following
UScellular), $4.1 billion of investments in unconsolidated affiliates net (primarily the joint
acquisitions of Metronet and Lumos), $3.5 billion of cash consideration net of cash acquired for
UScellular, Vistar and Blis, and $2.6 billion of purchases of spectrum and intangible assets —
partly offset by $2.2 billion of proceeds from sales of property, equipment and intangible assets,
primarily the sale of a portion of the 3.45 GHz licenses. Net cash used in financing activities
decreased $2.7 billion, or 21%: $10.0 billion of common stock repurchases, $6.2 billion of long-term
debt repayments, $4.1 billion of dividends, $1.3 billion of financing lease repayments and $434 million
of tax withholdings on share-based awards, against $12.0 billion of net proceeds from long-term debt
issuance. Cash and cash equivalents were $5.6 billion at December 31, 2025 versus $5.4 billion a year
earlier. Adjusted Free Cash Flow increased $963 million, or 6%, on higher operating cash flow partly
offset by higher cash capital expenditure. Operating cash flow and Adjusted Free Cash Flow each
absorbed $358 million of net Merger-related cost payments in 2025 versus $789 million in 2024.

**Balance sheet and liquidity.** Total debt and financing lease liabilities were $88.6 billion at
December 31, 2025 excluding tower obligations, of which $81.1 billion was long-term debt and $1.1
billion long-term financing lease liabilities. During 2025 the company issued long-term debt for $12.0
billion of net proceeds — including two export-credit-agency facilities, a $1.0 billion facility due
March 2036 drawn in full on March 17, 2025 and a $1.0 billion facility due November 2036 drawn in full
in the fourth quarter — and redeemed or repaid short- and long-term debt with an aggregate principal
amount of $6.2 billion. The revolving credit facility carried a $7.5 billion commitment with no
outstanding balance at year-end; the $2.0 billion commercial paper program was likewise undrawn. The
company expects to enter into up to $1.2 billion of financing lease commitments in 2026, and had
entered $11.1 billion of financing leases under these facilities as of December 31, 2025. It
derecognized net receivables of $1.7 billion upon sale through its off-balance-sheet EIP and service
receivable arrangements. It was in compliance with all restrictive debt covenants at year-end.

**Portfolio moves during and around 2025.** The UScellular Acquisition — substantially all of
UScellular's wireless operations and select AWS, PCS, 600 MHz, 700 MHz and other spectrum, agreed May
24, 2024 for approximately $4.4 billion payable in cash and assumption of up to $2.0 billion of debt
through exchange offers — closed August 1, 2025 with $2.8 billion of cash transferred; on August 5,
2025 T-Mobile executed exchange offers for UScellular senior notes with an aggregate outstanding
principal balance of $1.7 billion. Separately it agreed on July 22, 2025 to acquire substantially all
wireless operations assets of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited
Partnership and Iowa RSA No. 12 Limited Partnership for $175 million in cash. UScellular and the Iowa
Entities retained their other spectrum licenses and their towers. Vistar Media Inc., a
digital-out-of-home advertising technology provider, closed February 3, 2025 for $621 million in cash;
Blis Holdco Limited, an advertising solutions provider, closed March 3, 2025 for $180 million in cash.
The Ka'ena Corporation merger (including Mint Mobile) closed May 1, 2024 for an upfront payment of $420
million in cash plus 3,264,952 T-Mobile shares valued at $536 million, a total upfront fair value of
$956 million, with $17 million returned in the fourth quarter of 2024; based on the adjusted upfront
amount, an additional $420 million of future cash and T-Mobile stock is payable as an earnout. On
fiber, the Lumos joint venture closed April 1, 2025 with a $932 million investment for a 50% equity
interest and 97,000 fiber customers, plus an expected additional capital contribution of approximately
$500 million between 2027 and 2028; the Metronet joint venture closed July 24, 2025 with a $4.6 billion
investment for a 50% interest and 713,000 fiber customers, with no further contributions anticipated
under the existing business plan. Spectrum: the Channel 51/LB License 600 MHz purchases ($3.5 billion
total) completed with the final Chicago and New Orleans licenses closing June 2, 2025 for $604 million;
the company completed the sale of a portion of its 3.45 GHz licenses to N77 License Co LLC for $2.0
billion on April 30, 2025. The Grain 800 MHz sale is expected to raise cash income tax liability by
approximately $850 million on close.

**Restructuring programs.** The Network Restructuring Initiative, begun in the fourth quarter of 2025,
uses Customer-Driven Coverage insights to identify and shut down low-customer-value sites; it covers
rationalization of network and backhaul services, decommissioning of cell sites and distributed antenna
systems, and termination of certain cell-site and switch-site operating leases. Expected total cost is
between $500 million and $800 million. The 2025 Workforce Transformation, also begun in Q4 2025,
centralizes leaders and teams, reduces organizational layers and eliminates duplicative roles; it drove
a $390 million pre-tax charge in 2025. For comparison, the August 2023 workforce reduction cut
approximately 5,000 positions, just under 7% of the employee base, at a $462 million pre-tax charge.
On the UScellular integration, T-Mobile expects total annual run-rate cost synergies of $1.2 billion —
$950 million in operating expenses and $250 million in capital expenditures — with costs to achieve of
approximately $2.6 billion, substantially all incurred and paid by the end of fiscal 2027.

**Management's 2026 expectations as stated in the 10-K.** Postpaid service revenues are expected to
continue growing on postpaid account and customer growth and postpaid ARPA growth, including growth in
broadband. Wholesale and other service revenues are expected to be relatively flat to slightly up,
with higher advertising revenues offset by lower MVNO revenues including EchoStar and TracFone. Total
operating expenses are expected to increase, driven by higher depreciation and amortization from assets
placed in service for the 5G build-out, higher cost of equipment sales on higher expected unit sales
from a growing customer base, and higher cost of services and SG&A including from the closed UScellular
Acquisition. Capital expenditure investment is expected to be maintained in 2026 versus 2025. One
disclosure change matters for comparability: starting with the three months ending March 31, 2026 the
company shifted away from reporting total customers — total postpaid, postpaid phone, prepaid and
broadband customers — to emphasize high-value accounts, and correspondingly stopped reporting postpaid
phone ARPU and prepaid ARPU.

**Capital return framework.** The 2025 Stockholder Return Program authorized up to $14.0 billion
through December 31, 2025; during 2025 the company paid $4.1 billion of dividends and repurchased
42,363,226 shares at an average price of $232.96 for $9.9 billion. On December 11, 2025 the Board
authorized a 2026 Stockholder Return Program of up to $14.6 billion through December 31, 2026. From
January 1, 2026 through the end of 2027 the company said its business plan supports up to approximately
$30.0 billion for share repurchases and cash dividends, plus over $22.0 billion in a discretionary and
flexible envelope for opportunistic deployment including de-levering, core and strategic investment, or
additional capital returns beyond the $30.0 billion. Quarterly dividends were $0.88 per share for the
first three declarations covering 2025 payments and were raised to $1.02 per share with the September
18, 2025 declaration.

**Other items.** The One Big Beautiful Bill Act, signed July 4, 2025, did not have a material impact on
income tax payments or the effective tax rate for 2025; the company anticipates the provisions will
partially defer income tax payments and will not have a material effect on its effective tax rate in
future years. Critical accounting estimates are depreciation and income taxes: a one-year increase in
the useful lives of in-service property and equipment would have decreased 2025 depreciation expense by
approximately $3.4 billion, and a one-year decrease would have increased it by approximately $5.3
billion. On market risk, the company held €4.8 billion of EUR-denominated Senior Notes at December 31,
2025, hedged with cross-currency swaps designated as fair value hedges, and had drawn $2.0 billion under
its ECA facilities.

## Current quarter — second quarter of fiscal 2026 (quarter ended June 30, 2026)

*From the Form 10-Q for the quarter ended June 30, 2026, accession 0001283699-26-000101, and the
earnings release furnished as Exhibit 99.1 to the Form 8-K dated July 23, 2026, accession
0001283699-26-000100.*

**Headline results.** Total revenues were $22,791 million, up 7.9% year over year; total service
revenues were $18,983 million, up 8.9%; postpaid service revenues were $15,853 million, up 12.6%. Net
income was $3,239 million, up 0.5%, and diluted EPS was $2.99, up 5.3% — the wider EPS gain reflecting
a smaller share count after buybacks. Adjusted EBITDA was $9,537 million and Core Adjusted EBITDA
$9,537 million, each up roughly 12%. Net cash provided by operating activities was $7,500 million, up
7.3%; cash purchases of property and equipment including capitalized interest were $2,703 million, up
12.8%; Adjusted Free Cash Flow was $4,797 million, up 4.4%. For the six months, total revenues were
$45,898 million (up 9.2%) and service revenues $37,814 million (up 10.0%), but net income was $5,743
million against $6,175 million a year earlier, down 7.0%, and diluted EPS $5.26 against $5.42, down
3.0%.

**Why net income was flat while EBITDA grew 12%.** Operating income rose $277 million, or 5%, for the
quarter and was relatively flat for the six months. Depreciation and amortization rose $288 million, or
9%, for the quarter and $907 million, or 14%, for the six months, on assets acquired with UScellular and
the continued 5G build-out plus accelerated depreciation of certain network and technology assets
including UScellular restructuring. Interest expense, net, rose $133 million, or 14%, for the quarter —
primarily from lower interest income on lower average cash balances and lower rates — and $248 million,
or 13%, for the six months. Other expense, net, increased $96 million, or 873%, for the quarter and $182
million, or 319%, for the six months, primarily from T-Mobile's proportionate share of losses from the
Lumos and Metronet joint ventures. The effective tax rate was 25.2% versus 24.7% for the quarter and
25.0% versus 23.9% for the six months. Net income for the quarter absorbed $146 million of UScellular
merger-related costs including accelerated depreciation, net of tax ($622 million for the six months,
against $25 million and $35 million in the comparable 2025 periods), and $46 million of Network
Restructuring Initiative costs including accelerated depreciation, net of tax ($149 million for the six
months); the six months also carried $105 million, net of tax, of severance for the workforce
transformation program, now described in the 10-Q as the 2025-2026 Workforce Transformation. The
prior-year quarter carried a $113 million net-of-tax gain on the completed sale of a portion of the 3.45
GHz licenses, which flows through the SG&A and net income comparisons both ways.

**Revenue drivers.** Postpaid revenues rose $1.8 billion, or 13%, for the quarter and $3.8 billion, or
14%, for the six months, on higher average postpaid accounts including from UScellular and Metronet and
on higher postpaid ARPA. Prepaid revenues fell $170 million, or 6%, for the quarter and $296 million, or
6%, for the six months, on lower average revenue per customer from promotional dilution and rate plan
mix. Wholesale and other service revenues fell $60 million, or 8%, for the quarter and $63 million, or
4%, for the six months, on lower MVNO revenues including DISH and TracFone. Equipment revenues rose $85
million, or 2%, for the quarter — $33 million of that in device sales revenue, as higher average revenue
per device sold on a richer high-end phone mix more than offset a decline in total devices sold driven by
lower prepaid devices — and $377 million, or 5%, for the six months.

**Cost drivers.** Cost of services excluding depreciation and amortization rose $261 million, or 10%,
for the quarter and $998 million, or 19%, for the six months, on wholesale network access costs and
amortization of customer installation fees paid to Metronet and Lumos and on higher UScellular costs
including merger-related costs. Cost of equipment sales excluding depreciation and amortization rose $396
million, or 8%, for the quarter — $358 million of that in device cost of equipment sales on higher average
cost per device from the high-end mix, partly offset by fewer devices sold — and $1.1 billion, or 11%, for
the six months. SG&A rose $437 million, or 8%, for the quarter and $915 million, or 8%, for the six
months: higher UScellular costs including merger-related costs, the absence of the prior-year $151
million gain on the 3.45 GHz license sale, higher bad debt expense, and contract termination and other
costs from retail initiatives, partly offset by an increase in vendor credits related to software
services.

**Operating measures under the new disclosure basis.** Beginning with the three months ended March 31,
2026 the company shifted away from reporting customer performance measures in favor of accounts. Postpaid
net account additions were 277 thousand in the quarter, down 41 thousand or 13% year over year, against 217
thousand in Q1 2026 and 318 thousand in Q2 2025; total postpaid accounts ended the quarter at 34.70
million versus 31.50 million a year earlier. Postpaid account churn was 0.99% versus 0.92%, and for the
six months churn rose 9 basis points, which management attributes to higher average broadband-only accounts
including from Metronet and Lumos and to higher industry switching. Postpaid net account additions decreased
29 thousand, or 6%, for the six months, on higher deactivations from a growing account base including
UScellular, higher average broadband-only accounts and higher industry switching, partly offset by higher
gross account additions including fiber additions from Metronet and Lumos. Postpaid ARPA was $152.91, up 2%
year over year, and $152.42 for the six months, up $4.36 or 3%. In the second quarter of 2026 Metronet
agreed to repurchase certain customer accounts, a base adjustment that decreased postpaid accounts by
16,000 with no impact on net account additions. The company also reported a record wireless Net Promoter
Score of 46 on HarrisX survey data, which it describes as the highest ever for a big three carrier.

**Guidance, as raised with the second quarter.** The company raised cash flow guidance and reiterated
account and profitability guidance. Postpaid net account additions are expected to be between 950,000
and 1.05 million. Core Adjusted EBITDA is expected to be between $37.1 billion and $37.5 billion. Net cash
provided by operating activities, including net payments for UScellular merger-related costs, is now
expected to be between $28.4 billion and $28.8 billion, up from prior guidance of $28.1 billion to $28.7
billion. Cash purchases of property and equipment including capitalized interest are expected to be
approximately $10.0 billion. Adjusted Free Cash Flow, including net payments for UScellular merger-related
costs, is now expected to be between $18.4 billion and $18.8 billion, up from $18.1 billion to $18.7
billion, and does not assume any material net cash inflows from securitization. The expected effective tax
rate range is 25% to 26%. The company does not forecast net income on a forward-looking basis.

**Balance sheet and capital allocation.** Cash and cash equivalents were $2,825 million at June 30, 2026
versus $5,598 million at December 31, 2025 ($3,175 million versus $5,976 million including restricted
cash). Total debt and financing lease liabilities were $86.9 billion excluding tower obligations, of which
$78.5 billion was long-term debt and $1.1 billion long-term financing lease liabilities. During the six
months the company issued long-term debt for $6.4 billion of net proceeds and redeemed or repaid short- and
long-term debt with an aggregate principal amount of $7.8 billion — a net paydown, and the reason financing
outflows for the six months rose $7.6 billion, or 190%, even as quarterly financing outflows fell $2.0
billion, or 28%. The revolving credit facility commitment now stands at $10.0 billion, undrawn, as does the
$2.0 billion commercial paper program. Financing leases entered under the uncommitted facilities totaled
$11.8 billion as of June 30, 2026. The company remained in compliance with all restrictive debt covenants.
On April 23, 2026 the Board increased the 2026 Stockholder Return Program authorization from up to $14.6
billion to up to $18.2 billion. In the quarter the company repurchased 11,420,845 shares at an average
price of $188.76 for $2.2 billion, and for the six months 34,750,770 shares at an average price of $203.07
for $7.1 billion; it paid $1.1 billion of dividends in the quarter and $2.2 billion for the six months,
with $1.1 billion of dividends payable at June 30, 2026. Up to $8.9 billion remained under the program at
quarter end. The quarterly dividend remained $1.02 per share, with the June 15, 2026 declaration payable
September 10, 2026. Cumulative stockholder returns since program inception (beginning Q3 2022) reached
$54.6 billion, split $44.2 billion of repurchases and $10.4 billion of dividends. As of July 17, 2026, Deutsche
Telekom held approximately 54.3% of outstanding common stock and had voting control over approximately
55.2%. EUR-denominated Senior Notes outstanding rose to €7.3 billion at June 30, 2026, hedged with
cross-currency swaps designated as fair value hedges.

**What changed strategically in the quarter.** The fiber joint venture program expanded on two fronts.
On April 24, 2026 T-Mobile entered a definitive agreement with an affiliate of Wren House Infrastructure
Management Limited to establish a joint venture that will acquire i3 Broadband, one of Wren House's existing
fiber portfolio companies; the transaction is expected to close in the second half of 2026 subject to
customary closing conditions and regulatory approvals, at which point T-Mobile expects to invest
approximately $700 million for a 50% equity interest and substantially all existing residential fiber
customers. On April 25, 2026 it entered definitive agreements with affiliates of Oak Hill Capital
Management, LLC to establish a joint venture that will acquire and combine GoNetspeed and Greenlight
Networks, two of Oak Hill's fiber portfolio companies; that transaction is expected to close in the first
half of 2027 on the same terms of approval, with an expected investment of approximately $2.0 billion for a
50% equity interest and substantially all existing residential fiber customers. Separately, on May 14, 2026
the company announced it had agreed in principle to form a joint venture with AT&T Inc. and Verizon
Communications Inc., or wholly owned subsidiaries, aimed at ending wireless dead zones in the U.S.
including rural areas by pooling certain spectrum resources to increase capacity and help satellite
providers reach more customers through a unified platform; it remains subject to negotiating definitive
agreements and, if finalized, customary closing conditions, and at closing T-Mobile expects to invest cash
and license certain intellectual property in exchange for an equity interest, and will commit to provide
access to certain spectrum licenses to satellite service providers contracting with the joint venture. On
spectrum, the FCC announced in June 2026 that T-Mobile was the winning bidder for 102 licenses in Auction
113 (AWS-3 band) for an aggregate purchase price of $278 million, against a $25 million deposit made at the
auction's inception in April 2026. Also on June 2, 2026 the company closed on $46 million of the Comcast
600 MHz spectrum licenses, and is now targeting the first half of 2028 for the remainder. The restructuring
programs continued and one new one began: the 2025-2026 Workforce Transformation drove a $141 million
pre-tax charge in the six months, with substantially all costs now incurred; the Network Restructuring
Initiative is now expected to complete before the end of 2027 with a majority of costs by the end of 2026,
at total expected cost still between $500 million and $800 million; and in the second quarter the company
began closing certain dealer and corporate owned stores as part of retail initiatives to simplify routine
transactions digitally and shift in part to large-format experience stores, recording a $108 million pre-tax
charge in both the three and six months with further restructuring under evaluation. On UScellular, the
expected $1.2 billion of annual run-rate cost synergies is unchanged, and the approximately $2.6 billion of
costs to achieve excluding accelerated depreciation is now described as roughly $1.5 billion of
merger-related operating expenses and $1.1 billion of capital expenditure.

**The multi-year framework management is working against.** On February 11, 2026, alongside fourth quarter
2025 results, T-Mobile held a Capital Markets Day Update revising the multi-year plan it first presented in
September 2024 (Exhibit 99.1 to the Form 8-K dated February 11, 2026, accession 0001193125-26-045679).
Against that original plan it reported a 6% service revenues compound annual growth rate, an 8% Core
Adjusted EBITDA CAGR and a 15% Adjusted Free Cash Flow CAGR from 2023 to 2025. The raised broadband target
of 15 million 5G broadband customers by 2030 is a 25% increase from a prior target of 12 million by the end
of 2028, and sits alongside a target of 12–15 million households passed by the end of 2030. Management
attributes a nearly $3.0 billion incremental Core Adjusted EBITDA contribution by the end of 2027, relative
to 2025, to digitalization and AI, and expects margin expansion following heavy 2025 investment in
greenfield network expansion, AI and digitalization. It guided 2026 postpaid ARPA growth of 2.5% to 3.0%,
reiterated an approximately 2.5x leverage target, and framed capital allocation against an $80.0 billion
envelope through 2027 of which over $50.0 billion remained — up to approximately $30.0 billion for
stockholder returns and over $22.0 billion flexible. Operationally it disclosed that T-Life, its customer-facing app,
has been installed over 100 million times with approximately 24 million monthly active users, that calls
to care are down more than 50% since 2021, and that nearly 75% of postpaid phone upgrades are now done digitally with
the majority unassisted. It also sized the remaining core-wireless runway at an approximately 20 million-plus
network-seeker account opportunity and said it expects T-Mobile for Business to grow revenue at a
double-digit CAGR from 2023 to 2027. The second quarter guidance above raised the cash flow elements of that
February framework.

## Subsequent events

*From the Form 10-Q for the quarter ended June 30, 2026, accession 0001283699-26-000101 — Note 17,
Subsequent Events, and related disclosure elsewhere in that filing.*

- **FCC approval of the 800 MHz spectrum sale to Grain.** On July 1, 2026 the FCC approved the sale of
  T-Mobile's 800 MHz spectrum licenses to Grain Management affiliates NEWLEVEL IV, L.P. and NEWLEVEL, LLC,
  including certain modifications to those licenses. The consideration is $2.9 billion in cash plus receipt
  of Grain's 600 MHz spectrum licenses, which T-Mobile currently uses under lease from Grain, and T-Mobile
  may receive a share of certain future proceeds from Grain transactions monetizing the 800 MHz licenses,
  subject to terms and a return-on-invested-capital threshold for Grain. The parties were targeting a
  closing in the third quarter of 2026. The company expects an increase to its cash income tax liability of
  approximately $850 million related to the close.
- **Auction 113 payments.** On July 10, 2026 T-Mobile paid the FCC an additional $31 million and expected to
  pay the remaining $222 million on July 24, 2026, for the 102 AWS-3 licenses won for an aggregate $278
  million.
- **Share repurchases after the quarter.** From July 1, 2026 through July 17, 2026 the company repurchased
  2,149,600 shares at an average price of $182.53 per share, for $392 million, under the 2026 Stockholder
  Return Program. As of July 17, 2026, up to $8.5 billion remained under that program for share repurchases
  and quarterly dividends through December 31, 2026.
- **Declared dividend payable after the quarter.** The $1.02 per share dividend declared June 15, 2026 was
  payable September 10, 2026 to stockholders of record at the close of business on August 28, 2026.