10-K – 2026-02-11 – tmus-20251231.htm

Cyber risk management is a core component of the Company's governance structure. We utilize the National Institute of Standards and Technology’s Cybersecurity Framework as a guide in cyber risk management to identify, assess, and assist cybersecurity leadership in managing cybersecurity risks. Cyber risk management encompasses partnerships among teams that are responsible for cyber governance, prevention, detection, and remediation activities within the Company’s cybersecurity environment. As part of our cyber risk management efforts, we conduct periodic reviews and collaborate with enterprise-wide risk assessments to assess and manage cybersecurity risks. Our cybersecurity team also provides enterprise-wide cybersecurity training for employees to continuously improve our mitigation against human-driven vulnerabilities.

Our management also conducts a quarterly enterprise-wide risk assessment that considers a wide spectrum of risks facing the Company, including cybersecurity. Through these quarterly risk assessments, management informs the Audit Committee of the cyber risk landscape facing the Company and the Company’s preparedness to manage such risk. The enterprise-wide risk assessment is a top-down risk assessment that leverages the assessments performed by cyber risk management.

Engagement with External Experts

The Company engages top-tier external cybersecurity firms, as needed, leveraging their expertise as part of our ongoing effort to evaluate and enhance our cybersecurity program. They help with cyber defense capabilities (including staff enhancement of certain functions) and transformation to mitigate associated threats, reduce risk, enhance our cybersecurity posture, and meet the Company's evolving needs.

Oversight of Third-Party Service Providers

Our third-party risk management program includes processes for identifying and managing material cybersecurity risks arising from third-party providers. Our third-party risk management program actively engages with the enterprise-wide risk assessment process and partners with cyber risk management to report relevant risks to the NCGC Committee, the Audit Committee and our internal Enterprise Risk & Compliance Committee. Our third-party risk management program includes cybersecurity as an aspect of its risk assessment of third parties with the objective that key risks are identified and addressed. Moreover, the program also considers risks associated with certain fourth parties, entities that are partners or subcontractors of our direct third-party vendors, through assessments carried out by our third-party service providers.

Cybersecurity Incident Impact

As previously disclosed, in August 2021, we experienced a cybersecurity incident that resulted in numerous lawsuits, including mass arbitration claims and multiple class action lawsuits. In January 2023, we experienced another cybersecurity incident that also resulted in consumer class actions and regulatory inquiries. Legal and other costs related to these proceedings and inquiries, as well as any potential future actions, may be substantial, and losses associated with any adverse judgments, settlements, penalties or other resolutions of such proceedings and inquiries could be material to our business, reputation, financial condition, cash flows and operating results. For additional details regarding the impact of both cybersecurity incidents, see Note 18 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.

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We have not identified other known risks from previous cybersecurity threats that have materially affected or are reasonably likely to materially affect us. However, we face ongoing risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect business strategy, financial condition or operating results. See “Risk Factors – We have experienced cyberattacks and could in the future be further harmed by disruption, data loss or other security breaches, whether directly or indirectly through third parties whose products and services we rely on in operating our business .”

Governance

Disclosure of Management’s Responsibilities

Chief Information Officer

The Chief Information Officer is responsible for overseeing the Company’s information technology systems, digital capabilities, and cybersecurity practices. Mark Clancy, our Senior Vice President, Cybersecurity , under the direction of the Chief Information Officer, is responsible for overseeing the cybersecurity organization and promoting a security-centric culture throughout our business and operational functions. The Senior Vice President, Cybersecurity, is at the forefront of enhancing our cybersecurity framework and strengthening the overall cybersecurity program. This involves upgrading tools and capabilities, which are part of a broader, multi-year strategy to continue to enhance security measures. The Senior Vice President, Cybersecurity, oversees the cyber risk management function, which identifies cybersecurity threats, assesses cybersecurity risks and supports the Chief Information Officer and the Company in managing such risks.

As the Company’s Chief Information Officer, Jeff Simon has extensive experience in risk management and information security, including serving as the Chief Information Security Officer at Fidelity National Information Services, Inc. Mr. Simon received his Master of Science in Computer Science, Software Engineering & Artificial Intelligence from the Johns Hopkins Whiting School of Engineering and Bachelor of Science in Business Administration and Applied Economics from Marquette University. Mr. Simon is a Certified Information Systems Security Professional.

As the Company’s Senior Vice President, Cybersecurity, Mark Clancy has over 25 years of experience in information technology, information security, and cybersecurity, including serving as the Chief Information and Security Officer and Vice President of Cybersecurity and Fraud at Sprint Corporation. Mr. Clancy received his Bachelor of Science in Electrical and Electronics Engineering from Drexel University.

Enterprise Risk & Compliance Committee

Our Enterprise Risk & Compliance Committee is comprised of a collective of senior management representatives and subject matter experts from across the Company. The Enterprise Risk & Compliance Committee is chaired by the Chief Financial Officer of the Company, with the Chief Legal Officer and General Counsel as the co-chair and comprises core members including the Chief Information Officer, while the Senior Vice President, Cybersecurity, serves in an advisory capacity. The purpose of the Enterprise Risk & Compliance Committee is to oversee and govern the Company’s risk management, environmental, social, corporate governance, cybersecurity, and operational compliance activities, as well as provide a means of bringing risk issues to the attention of management. Specific to cybersecurity, the Chief Information Officer and the Senior Vice President, Cybersecurity, have the expertise to provide insights into the nature of cyber threats, the Company’s readiness, and actions taken to mitigate such risks.

Disclosure of the Board’s Roles and Responsibilities

Our Board of Directors oversees risks from cybersecurity threats using a multi-faceted approach that involves the NCGC Committee and Audit Committee and various executive roles. Additionally, our Chief Information Officer and Senior Vice President, Cybersecurity, report on cybersecurity to the full Board.

Nominating, Corporate Governance and Compliance Committee

The NCGC Committee oversees risks associated with data privacy and information security, which encompasses cybersecurity. Our Senior Vice President, Cybersecurity, and Chief Compliance Officer, among other executives, provide periodic reports to the NCGC Committee and also meet with the NCGC Committee to discuss any material events when they arise. The periodic reports are designed to keep the NCGC Committee abreast of the Company’s cybersecurity practices, risks and trends in cybersecurity threats. The NCGC Committee also has discussions with management focused on evaluating the Company’s exposure to cybersecurity risks and cybersecurity practices in place to mitigate such risks. These discussions enable the NCGC Committee to be informed of the steps management is taking to detect, monitor and manage cybersecurity risks. These reports
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to the NCGC Committee typically include information on any significant incidents that have occurred, how they were managed, and any changes to the risk profile of the Company. The NCGC Committee seeks updates to facilitate proactive governance and to allow the NCGC Committee to address emerging cybersecurity issues with management.

Audit Committee

The Audit Committee is integral to overseeing the Company’s overall risk management strategies, including cybersecurity risks and disclosures. To keep the Audit Committee informed, the Chief Audit Executive maintains a direct and open communication channel with the Audit Committee. Regular meetings are held for the Chief Audit Executive to report to the Audit Committee. These include an enterprise-wide risk assessment that highlights cybersecurity risks and cybersecurity risk mitigation actions. Additionally, the Audit Committee receives updates on significant incidents and cybersecurity risks that have been presented to or discussed with the Enterprise Risk & Compliance Committee.

Item 2. Properties

Our properties are best described on a collective basis, as no individual property is material. Our property and equipment consists of the following:

(percent of gross property and equipment) December 31, 2025
December 31, 2024

Wireless communications systems 71  % 71  %
Land, buildings and building equipment 5  % 5  %
Data processing equipment and other 24  % 24  %
Total 100  % 100  %

Wireless communications systems primarily consist of assets used to operate our wireless network and information technology data centers, including switching equipment, radio frequency equipment, tower assets, 5G broadband gateways, construction in progress and leasehold improvements related to the wireless network and asset retirement costs.

Land, buildings and building equipment primarily consist of land and land improvements, central office buildings or any other buildings that house network equipment, buildings used for administrative and other purposes, related construction in progress and certain network service equipment.

Data processing equipment and other primarily consist of data processing equipment, office equipment, capitalized software, leased wireless devices, construction in progress and leasehold improvements.

We also lease distributed antenna systems and small cell sites, as well as properties throughout the United States that contain data and switching centers, customer call centers, retail locations, warehouses and administrative spaces.

Item 3. Legal Proceedings

For more information regarding the legal proceedings in which we are involved, see Note 1 8 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the NASDAQ Global Select Market under the symbol “TMUS.” We are included within the S&P 500 in the Wireless Telecommunication Services GICS (Global Industry Classification Standard) Sub-Industry index. As of February 6, 2026, there were 13,410 registered stockholders of record of our common stock, but we estimate the total number of stockholders to be much higher as a number of our shares are held by brokers or dealers for their customers in street name.

During the year ended December 31, 2025, we declared and paid cash dividends totaling $3.66 per share, as part of our 2025 Stockholder Return Program (as defined below). Additionally, on December 4, 2025, our Board of Directors declared a quarterly cash dividend of $1.02 per share on our issued and outstanding common stock, which will be paid on March 12, 2026, to stockholders of record as of the close of business on February 27, 2026, as part of our 2026 Stockholder Return Program (as defined below).

Issuer Purchases of Equity Securities

The table below provides information regarding our share repurchases during the three months ended December 31, 2025:

(in millions, except share and per share amounts) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1)

October 1, 2025 - October 31, 2025 1,246,978  $ 215.24  1,246,978  $ 3,340 
November 1, 2025 - November 30, 2025 5,218,414  209.36  5,218,414  2,248 
December 1, 2025 - December 31, 2025 5,453,744  201.51  5,453,744  14,614 
Total 11,919,136  11,919,136 

(1)    On December 13, 2024, we announced that our Board of Directors authorized a stockholder return program for up to an additional $14.0 billion through December 31, 2025 (the “2025 Stockholder Return Program”). On December 11, 2025, we announced that our Board of Directors authorized a stockholder return program for up to an additional $14.6 billion that will run through December 31, 2026 (the “2026 Stockholder Return Program”). The amounts presented represent the remaining dollar amount authorized for purchase under the 2025 Stockholder Return Program and 2026 Stockholder Return Program, as applicable, as of the end of the period, which has been reduced by the amount of any cash dividends declared and paid by the Company.

See Note 15 - Stockholder Return Programs of the Notes to the Consolidated Financial Statements for more information about our 2025 Stockholder Return Program and 2026 Stockholder Return Program.

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Performance Graph

The graph below compares the five-year cumulative total returns of T-Mobile, the S&P 500 index, the NASDAQ Composite index and the Dow Jones US Mobile Telecommunications TSM index. The graph tracks the performance of a $100 investment, with the reinvestment of all dividends, from December 31, 2020 to December 31, 2025.

The five-year cumulative total returns of T-Mobile, the S&P 500 index, the NASDAQ Composite index and the Dow Jones US Mobile Telecommunications TSM index, as illustrated in the graph above, are as follows:

At December 31,
(in dollars) 2020 2021 2022 2023 2024 2025
T-Mobile US, Inc. $ 100.00  $ 86.01  $ 103.82  $ 119.41  $ 166.80  $ 155.79 
S&P 500 100.00  128.71  105.40  133.10  166.40  196.16 
NASDAQ Composite 100.00  122.18  82.43  119.22  154.48  187.14 
Dow Jones US Mobile Telecommunications TSM 100.00  91.37  82.48  88.64  108.82  112.06 

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are to provide users of our consolidated financial statements with the following:

• A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
• Context to the consolidated financial statements; and
• Information that allows assessment of the likelihood that past performance is indicative of future performance.

Our MD&A is provided as a supplement to, and should be read together with, our audited consolidated financial statements as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, included in Part II, Item 8 of this Form 10-K. Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc. and its consolidated subsidiaries.

Acquisition of UScellular Wireless Business

Transaction Overview

On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC for the acquisition of substantially all of UScellular’s wireless operations and select AWS, PCS, 600 MHz, 700 MHz and other spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through exchange offers to certain UScellular debtholders.

On May 23, 2025, we launched exchange offers (the “Exchange Offers”) for any and all of certain outstanding senior notes of UScellular for new notes of T-Mobile with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular. In conjunction with the Exchange Offers, we also solicited consents for each series of the outstanding senior notes of UScellular to effect a number of amendments to the applicable indenture under which each such series of notes were issued and are governed (the “Consent Solicitations”). The consummation of the Exchange Offers and Consent Solicitations were subject to the closing of the UScellular Acquisition (as defined below), which occurred on August 1, 2025.

On July 22, 2025, we entered into asset purchase agreements for the acquisition of substantially all of the wireless operations assets (together with UScellular’s wireless operations and select spectrum assets, the “UScellular Wireless Business”) of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership, and Iowa RSA No. 12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of $175 million payable in cash. Prior to our acquisition of the Iowa Entities, UScellular held a minority interest in each of the Iowa Entities.

The UScellular Wireless Business offers a comprehensive range of wireless communications products and services. As a combined company, we expect to increase competition in the telecommunications industry, achieve synergies and enhance our rural 5G coverage with our combined network footprint. Following the closing of the transactions, UScellular and the Iowa Entities will retain ownership of their other spectrum licenses, as well as their towers.

On August 1, 2025, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals (the “UScellular Acquisition Date”), we completed the acquisition of the UScellular Wireless Business, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.

For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

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UScellular Merger-Related Costs

Merger-related costs associated with the UScellular Acquisition to date include:

• Integration costs to achieve efficiencies in network, retail, information technology and back office operations and migrate customers to the T-Mobile network and billing systems;
• Restructuring costs, including contract terminations, severance and network decommissioning; and
• Transaction costs, including legal and professional services related to the completion of the UScellular Acquisition.

UScellular merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance. See “Adjusted EBITDA and Core Adjusted EBITDA” in the “ Performance Measures ” section of this MD&A. Net cash payments for UScellular merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.

UScellular merger-related costs are presented below:
(in millions) Year Ended December 31, Change
2025 2024 $ %
UScellular merger-related costs
Cost of services, exclusive of depreciation and amortization $ 31  $ —  $ 31  NM
Cost of equipment sales, exclusive of depreciation and amortization 10  —  10  NM
Selling, general and administrative 222  26  196  754  %
Total UScellular merger-related costs $ 263  $ 26  $ 237  912  %

Net cash payments for UScellular merger-related costs $ 139  $ 22  $ 117  532  %

NM - Not meaningful

Anticipated Impacts

As a result of our UScellular Acquisition restructuring and integration activities, we expect to realize cost efficiencies by eliminating redundancies within our combined network as well as other business processes and operations. Upon completion of these activities, we expect to achieve total annual run rate cost synergies of $1.2 billion, consisting of $950 million in operating expenses and $250 million in capital expenditures, with costs to achieve expected to be approximately $2.6 billion.

Our restructuring and integration activities associated with the UScellular Acquisition are expected to occur over the next two years with substantially all costs incurred and associated cash payments made by the end of fiscal year 2027. We are evaluating additional restructuring initiatives associated with the UScellular Acquisition, which are dependent on consultations and negotiations with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the costs and related payments.

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc. (“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million.

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

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Acquisition of Blis Holdco Limited

On February 18, 2025, we entered into a share purchase agreement for the acquisition of 100% of the outstanding capital stock of Blis Holdco Limited (“Blis”), a provider of advertising solutions (the “Blis Acquisition”).

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million.

For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Acquisition of Ka’ena Corporation

On May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”). The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026. On the Ka’ena Acquisition Date, and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million. A portion of the upfront payment made on the Ka’ena Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena. The amount of the upfront payment was subject to customary adjustments, and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.

Based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout.

Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues. Upon the closing of the Ka’ena Acquisition, this relationship was effectively terminated, and the Company acquired Ka’ena’s prepaid customer relationships and began to recognize service revenues associated with these customers within Prepaid revenues and operating expenses primarily within Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income subsequent to the Ka’ena Acquisition Date.

For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Sprint Merger-Related Costs

Sprint Merger-related costs generally include:

• Integration costs to achieve efficiencies in network, retail, information technology and back office operations, migrate customers to the T-Mobile network and billing systems and the impact of legal matters assumed as part of the Merger;
• Restructuring costs, including severance, store rationalization and network decommissioning; and
• Transaction costs, including legal and professional services related to the completion of the transactions.

Sprint Merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance. See “Adjusted EBITDA and Core Adjusted EBITDA” in the “ Performance Measures ” section of this MD&A. Net cash payments for Sprint Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.

During the year ended December 31, 2024, we recognized a gain for the $100 million extension fee previously paid by DISH associated with the DISH License Purchase Agreement (as defined in Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements) as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income. The gain was presented as a reduction in Merger-related costs and excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA. See Note 7 –
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Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for more information.

As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with the Sprint Merger and, accordingly, no longer separately disclose Sprint Merger-related costs. The cash payments for the Sprint Merger-related costs incurred extend beyond 2025 and primarily relate to operating leases for which we have recognized accelerated lease expense.

Sprint Merger-related costs are presented below:

(in millions) Year Ended December 31, 2025 Versus 2024 2024 Versus 2023
2025 2024 2023 $ Change % Change $ Change % Change
Sprint Merger-related costs
Cost of services, exclusive of depreciation and amortization $ —  $ 180  $ 652  $ (180) (100) % $ (472) (72) %
Cost of equipment sales, exclusive of depreciation and amortization —  —  (12) 0  NM 12  (100) %
Selling, general and administrative —  (59) 394  59  (100) % (453) (115) %
Total Sprint Merger-related costs $ —  $ 121  $ 1,034  $ (121) (100) % $ (913) (88) %

Net cash payments for Sprint Merger-related costs $ 219  $ 767  $ 1,973  $ (548) (71) % $ (1,206) (61) %

NM - Not meaningful

Joint Ventures

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, EQT Infrastructure VI (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III. On April 1, 2025, we completed the joint acquisition of Lumos, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. The funds invested by us will be used by the joint venture to fund future fiber builds. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan. Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships.

On July 18, 2024, we entered into a definitive agreement with KKR & Co. Inc. to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform. On July 24, 2025, we completed the joint acquisition of Metronet upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 residential fiber customers. Following the joint acquisition, Metronet became a wholesale services provider, and its residential fiber retail operations and customers transitioned to us. We do not anticipate making further capital contributions under the existing business plan.

We account for the Lumos and Metronet joint ventures under the equity method of accounting with our proportionate share of earnings (losses) presented within Other (expense) income, net on our Consolidated Statements of Comprehensive Income. We recognize revenues for fiber customers and the related wholesale costs paid to the joint ventures for network access within Postpaid revenues and Cost of services, respectively, on our Consolidated Statements of Comprehensive Income.

The joint ventures will focus on market identification and selection, build plans, network engineering and design, network deployment and customer installation, with us owning customer relationships and selling fiber service under the T-Mobile brand.

For more information regarding the Lumos and Metronet joint ventures, see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements.

Network Restructuring Initiative

Recent technological advancements have enhanced our Customer-Driven Coverage insights, enabling us to identify, assess and shut down low customer value sites. In the fourth quarter of 2025, we began implementing restructuring initiatives to identify
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and realize these cost savings on our network, excluding activities associated with the UScellular Acquisition (the “Network Restructuring Initiative”). The major activities associated with the Network Restructuring Initiative include the rationalization of network and backhaul services and the decommissioning of cell sites and distributed antenna systems to reduce our overall network cost. Our Network Restructuring Initiative also includes the termination of certain of our operating leases for cell sites and switch sites.

Network Restructuring Initiative costs are presented below:

Year Ended
December 31, 2025
(in millions)
Network Restructuring Initiative
Cost of services, exclusive of depreciation and amortization $ 93 
Depreciation and amortization 97 
Total Network Restructuring Initiative costs $ 190 

Our Network Restructuring Initiative is expected to occur over the next two years with a majority of costs incurred by the end of fiscal year 2026. We currently expect to incur between $500 million and $800 million of costs associated with the Network Restructuring Initiative.

We are evaluating additional restructuring activities associated with the Network Restructuring Initiative, which are dependent on consultations and negotiations with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments.

See Note 19 – Restructuring Costs of the Notes to the Consolidated Financial Statements for more information.

2025 Workforce Transformation

In the fourth quarter of 2025, we began implementing a restructuring initiative to streamline operations by centralizing leaders and teams, reducing organizational layers, and eliminating duplicative roles (the “2025 Workforce Transformation”). We intend to reinvest the expected cost savings from the 2025 Workforce Transformation into the business, including into our digital transformation initiatives.

During the year ended December 31, 2025, we recorded a pre-tax charge of $390 million, related to the 2025 Workforce Transformation, which is included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income. We have incurred a majority of the costs associated with our 2025 Workforce Transformation initiative, with the remaining costs of approximately $150 million expected to be substantially incurred by the end of the first quarter of 2026. We expect substantially all associated employee separations and related cash outflows to occur in 2026.

See Note 19 – Restructuring Costs of the Notes to the Consolidated Financial Statements for more information.

2023 Workforce Reduction

In August 2023, we implemented an initiative to reduce the size of our workforce by approximately 5,000 positions, just under 7% of our total employee base, primarily in corporate and back-office functions, and some technology roles.

During the year ended December 31, 2023, we recorded a pre-tax charge of $462 million, related to the 2023 Workforce Transformation, which is included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.

See Note 19 – Restructuring Costs of the Notes to the Consolidated Financial Statements for more information.

One Big Beautiful Bill Act

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “OBBBA”) into law. The OBBBA includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions, limitations on interest deductions based on a tax EBITDA framework, and current deductibility of domestic research and development costs. These provisions were generally effective beginning in 2025 and did not have a material impact on our income tax payments or effective tax rate for the year ended December 31, 2025. We currently anticipate they will partially
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defer our income tax payments and will not have a material impact on our effective tax rate in future years. Management continues to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.

Revenue Trends

In 2026, we expect Postpaid service revenues to continue to grow, primarily due to continued postpaid account and customer growth as well as postpaid Average Revenue per Account (“ARPA”) growth driven by the execution of our strategy to continuously deepen our account relationships, including growth in broadband. We expect Wholesale and other service revenues to remain relatively flat to slightly up, primarily from an increase in advertising revenues, offset by lower MVNO revenues, including lower EchoStar and TracFone MVNO revenues.

Operating Expense Trends

In 2026, we expect Total operating expenses to increase, primarily driven by higher Depreciation and amortization from assets placed into service associated with our continued build-out of our nationwide 5G network, a s well as higher Cost of equipment sales, driven by higher expected unit sales from a growing customer base and higher Cost of services and Selling, general and administrative expenses, including from the result of our recently closed UScellular Acquisition.

Macroeconomic Trends

Macroeconomic trends may result in adverse impacts on our business, and we continue to monitor these potential impacts, including potential economic recession, changes in the Federal Reserve’s monetary policy, as well as geopolitical risks, including the Ukraine-Russia and Israel-Hamas wars and further escalations thereof. Such scenarios and uncertainties may affect, among others, expected credit loss activity as well as certain fair value estimates.

To date, price inflation has not had a significant impact on our operations as we have fixed rates established through long-term contracts for many of our most significant costs, including for many of our tower agreements and backhaul contracts. Similarly, our exposure to the impact of fluctuating interest rates is limited, primarily to any new debt issuances or draws on our Revolving Credit Facility (as defined below), as interest is paid on our Senior Notes at a fixed rate. We continue to monitor the impact of these trends on the payment performance of our customers.
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Results of Operations

Set forth below is a summary of our consolidated financial results:
Year Ended December 31, 2025 Versus 2024 2024 Versus 2023
(in millions) 2025 2024 2023 $ Change % Change $ Change % Change
Revenues

Postpaid revenues $ 57,932  $ 52,340  $ 48,692  $ 5,592  11  % $ 3,648  7  %
Prepaid revenues 10,497  10,399  9,767  98  1  % 632  6  %
Wholesale and other service revenues 2,877  3,439  4,782  (562) (16) % (1,343) (28) %

Total service revenues 71,306  66,178  63,241  5,128  8  % 2,937  5  %
Equipment revenues 15,972  14,263  14,138  1,709  12  % 125  1  %
Other revenues 1,031  959  1,179  72  8  % (220) (19) %

Total revenues 88,309  81,400  78,558  6,909  8  % 2,842  4  %
Operating expenses

Cost of services, exclusive of depreciation and amortization shown separately below 11,497  10,771  11,655  726  7  % (884) (8) %
Cost of equipment sales, exclusive of depreciation and amortization shown separately below 21,277  18,882  18,533  2,395  13  % 349  2  %
Selling, general and administrative 23,470  20,818  21,311  2,652  13  % (493) (2) %
Impairment expense 278  —  —  278  NM —  NM
Gain on disposal group held for sale —  —  (25) —  NM 25  (100) %
Depreciation and amortization 13,508  12,919  12,818  589  5  % 101  1  %

Total operating expenses 70,030  63,390  64,292  6,640  10  % (902) (1) %
Operating income 18,279  18,010  14,266  269  1  % 3,744  26  %
Other expense, net

Interest expense, net (3,774) (3,411) (3,335) (363) 11  % (76) 2  %
Other (expense) income, net (224) 113  68  (337) (298) % 45  66  %

Total other expense, net (3,998) (3,298) (3,267) (700) 21  % (31) 1  %

Income before income taxes 14,281  14,712  10,999  (431) (3) % 3,713  34  %
Income tax expense (3,289) (3,373) (2,682) 84  (2) % (691) 26  %

Net income $ 10,992  $ 11,339  $ 8,317  $ (347) (3) % $ 3,022  36  %

Statement of Cash Flows Data
Net cash provided by operating activities $ 27,950  $ 22,293  $ 18,559  $ 5,657  25  % $ 3,734  20  %
Net cash used in investing activities (17,607) (9,072) (5,829) (8,535) 94  % (3,243) 56  %
Net cash used in financing activities (10,081) (12,815) (12,097) 2,734  (21) % (718) 6  %
Non-GAAP Financial Measures
Adjusted EBITDA $ 33,937  $ 31,864  $ 29,428  $ 2,073  7  % $ 2,436  8  %
Core Adjusted EBITDA 33,924  31,771  29,116  2,153  7  % 2,655  9  %
Adjusted Free Cash Flow 17,995  17,032  13,586  963  6  % 3,446 25  %

NM - Not meaningful

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The following discussion and analysis is for the year ended December 31, 2025, compared to the same period in 2024, unless otherwise stated. For a discussion and analysis of the year ended December 31, 2024, compared to the same period in 2023, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on January 31, 2025.

Total revenues increased $6.9 billion, or 8%. The components of these changes are discussed below.

Postpaid revenues increased $5.6 billion, or 11%, primarily from:

• Higher average postpaid accounts, including following the acquisitions of UScellular, Metronet and Lumos; and
• Higher postpaid ARPA. See “Postpaid ARPA” in the “ Performance Measures ” section of this MD&A.

Prepaid revenues increased $98 million, or 1%, primarily from:

• Higher average prepaid customers, primarily from the prepaid customers acquired through the Ka’ena Acquisition; partially offset by
• Lower prepaid ARPU. See “Prepaid ARPU” in the “ Performance Measures ” section of this MD&A.

Wholesale and other service revenues decreased $562 million, or 16%, primarily from:

• Lower MVNO revenues, including lower EchoStar and TracFone MVNO revenues and the impact from the Ka’ena Acquisition; and
• Lower Affordable Connectivity Program revenues; partially offset by
• Higher advertising revenues, primarily from the acquisitions of Vistar and Blis.

Equipment revenues increased $1.7 billion, or 12%, primarily from:

• An increase in device sales revenue, primarily from:
• Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix; and
• A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition, partially offset by lower Assurance Wireless devices; and
• An increase in liquidation revenue, primarily due to a higher number of liquidated devices.

Other revenues were essentially flat.

Total operating expenses increased $6.6 billion, or 10%. The components of this change are discussed below.

Cost of services , exclusive of depreciation and amortization, increased $726 million, or 7% primarily from:

• Higher costs following the acquisition of the UScellular Wireless Business;
• Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos;
• $111 million of severance and related costs associated with the 2025 Workforce Transformation;
• Higher third-party costs primarily due to higher subscribers and the launch of T-Satellite; and
• Network Restructuring Initiative costs.

Cost of equipment sales , exclusive of depreciation and amortization, increased $2.4 billion, or 13%, primarily from:

• An increase in device cost of equipment sales, primarily from:
• Higher average cost per device sold, primarily driven by an increase in the high-end phone mix; and
• A higher number of devices sold, primarily driven by higher postpaid upgrades and following the acquisition of the UScellular Wireless Business, partially offset by lower Assurance Wireless devices; and
• An increase in liquidation costs, primarily due to a higher number of liquidated devices.

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Selling, general and administrative expenses increased $2.7 billion, or 13%, primarily from:

• Higher personnel-related costs, including payroll and benefits;
• Higher advertising expenses;
• Higher costs following the UScellular Acquisition, including merger-related costs;
• Prior year recognition of $202 million of gains associated with the closing of certain spectrum exchange transactions, $105 million of legal-related insurance recoveries and a $100 million gain for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased;
• $279 million of severance and related costs associated with the 2025 Workforce Transformation; and
• Higher bad debt expense driven by higher customers and device sales, including following the UScellular Acquisition; partially offset by
• A $151 million gain recognized in the current year related to the completed sale of a portion of our 3.45 GHz spectrum licenses.

Impairment expense was $278 million for the year ended December 31, 2025, due to the impairment of capitalized software development costs related to our billing system. See Note 6 – Property and Equipment of the Notes to the Consolidated Financial Statements for additional information.

Depreciation and amortization increased $589 million, or 5%, primarily from:

• Higher depreciation expense from assets acquired in the UScellular Acquisition and the continued build-out of our nationwide 5G network;
• Higher amortization of capitalized software driven by increased in-service software related to our ongoing digital transformation initiatives; and
• Higher amortization from intangible assets acquired through our acquisitions in the current year; partially offset by
• The acceleration of depreciation for certain technology assets in the prior year.

Operating income , the components of which are discussed above, increased $269 million, or 1%.

Interest expense, net increased $363 million, or 11%, primarily from higher interest expense due to higher average debt outstanding and a higher average effective interest rate.

Other (expense) income, net changed $337 million, from other net income of $113 million for the year ended December 31, 2024, to other net expense of $224 million for the year ended December 31, 2025, primarily from:

• Our proportionate share of losses from the Lumos and Metronet joint ventures recognized during the current year; and
• Prior year recognition of an $80 million gain, associated with the partial settlement of the Sprint Retirement Pension Plan retiree obligations. See Note 13 – Employee Compensation and Benefit Plans of the Notes to the Consolidated Financial Statements for additional information.

Income before income taxes , the components of which are discussed above, was $14.3 billion and $14.7 billion for the years ended December 31, 2025 and 2024, respectively.

Income tax expense decreased $84 million, or 2%, primarily from:

• Lower income before income taxes; and
• An increase in excess tax benefits related to the vesting of restricted stock awards; partially offset by
• Net tax benefits recognized in the prior year from adjustments to certain tax reserves.

Our effective tax rate was 23.0% and 22.9% for the years ended December 31, 2025 and 2024, respectively.

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Net income , the components of which are discussed above, was $11.0 billion and $11.3 billion for the years ended December 31, 2025 and 2024, respectively. Net income for the year ended December 31, 2025 included:

• Severance and related costs associated with the 2025 Workforce Transformation of $293 million, net of tax; and
• Impairment expense related to certain capitalized software development costs related to our billing system of $208 million, net of tax.

Guarantor Financial Information

Pursuant to the applicable indentures and supplemental indentures, the Senior Notes to affiliates and third parties issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation (collectively, the “Issuers”) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by T-Mobile (“Parent”) and certain of Parent’s 100% owned subsidiaries (“Guarantor Subsidiaries”).

The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Generally, the guarantees of the Guarantor Subsidiaries with respect to the Senior Notes issued by T-Mobile USA, Inc. (other than $3.5 billion in principal amount of Senior Notes issued in 2017 and 2018) and the credit agreement entered into by T-Mobile USA, Inc. will be automatically and unconditionally released if, immediately following such release and any concurrent releases of other guarantees, the aggregate principal amount of indebtedness of non-guarantor subsidiaries (other than certain specified subsidiaries) would not exceed $2.0 billion. The indentures, supplemental indentures and credit agreements governing the long-term debt contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and to merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.

Basis of Presentation

The following tables include summarized financial information of the obligor groups of debt issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation. The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.

The summarized balance sheet information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:
(in millions) December 31, 2025 December 31, 2024
Current assets $ 22,347  $ 16,741 
Noncurrent assets 179,075  179,335 
Current liabilities 22,526  18,279 
Noncurrent liabilities 132,327  122,934 
Due to non-guarantors 1,469  1,507 

Due to related parties 2,174  2,098 

The summarized results of operations information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:
(in millions) Year Ended
December 31, 2025 Year Ended
December 31, 2024

Total revenues $ 85,455  $ 78,996 
Operating income 15,080  14,463 
Net income 8,620  8,360 
Revenue from non-guarantors 2,691  2,619 
Operating expenses to non-guarantors 2,493  2,481 
Other income (expense) to non-guarantors 12  (116)

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The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint is presented in the table below:
(in millions) December 31, 2025 December 31, 2024
Current assets $ 12,459  $ 10,970 
Noncurrent assets 17,604  14,734 
Current liabilities 16,354  12,683 
Noncurrent liabilities 101,281  96,145 
Due to non-guarantors (1)
17,339  21,371 

Due to related parties 2,174  2,098 

(1)     The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2025.

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint is presented in the table below:
(in millions) Year Ended
December 31, 2025 Year Ended
December 31, 2024

Total revenues $ 839  $ 330 
Operating loss (4,437) (3,628)
Net loss (8,958) (8,101)

Other expense, net, to non-guarantors (444) (584)

The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:
(in millions) December 31, 2025 December 31, 2024
Current assets $ 12,459  $ 10,970 
Noncurrent assets 17,604  14,734 
Current liabilities 16,426  12,756 
Noncurrent liabilities 97,390  92,278 
Due to non-guarantors (1)
8,371  12,318 

Due to related parties 2,174  2,098 

(1)     The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2025.

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:
(in millions) Year Ended
December 31, 2025 Year Ended
December 31, 2024

Total revenues $ 839  $ 330 
Operating loss (4,437) (3,628)
Net loss (8,935) (8,041)

Other expense, net, to non-guarantors (164) (257)

Performance Measures

In managing our business and assessing financial performance, we supplement the information provided by our consolidated financial statements with other operating or statistical data and non-GAAP financial measures. These operating and financial measures are utilized by our management to evaluate our operating performance and, in certain cases, our ability to meet liquidity requirements. Although companies in the telecommunications industry may not define each of these measures in precisely the same way, we believe that these measures facilitate comparisons with other companies in the industry on key operating and financial measures.

Starting with the three months ending March 31, 2026, we will shift away from reporting total customers, including total postpaid, postpaid phone, prepaid, and broadband customers, to better align with the Company’s long-held priority on growing high-value accounts, which management believes is the best reflection of value creation versus customers. Correspondingly, with this shift, we will no longer report postpaid phone ARPU and prepaid ARPU.

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Postpaid Accounts

A postpaid account is generally defined as a billing account number that generates revenue. Postpaid accounts generally consist of customers that are qualified for postpaid service utilizing phones, 5G broadband gateways, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service.

The following table sets forth the number of ending postpaid accounts:

As of December 31, 2025 Versus 2024 2024 Versus 2023
(in thousands) 2025 2024 2023 # Change % Change # Change % Change

Postpaid accounts (1) (2) (3)
34,240  30,894  29,797  3,346  11  % 1,097  4  %

(1)    In the third quarter of 2025, we acquired 1,448,000 postpaid accounts through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(2)    In the third quarter of 2025, we acquired 633,000 postpaid accounts from Metronet and other acquisitions.
(3)    In the second quarter of 2025, we acquired 85,000 postpaid accounts from Lumos.

Postpaid Net Account Additions

The following table sets forth the number of postpaid net account additions:

Year Ended December 31, 2025 Versus 2024 2024 Versus 2023
(in thousands) 2025 2024 2023 # Change % Change # Change % Change

Postpaid net account additions 1,180  1,097  1,271  83  8  % (174) (14) %

Postpaid net account additions increased 83,000, or 8%, for the year ended December 31, 2025, primarily from:

• Higher gross account additions, including fiber account additions following the acquisitions of Metronet and Lumos; partially offset by
• Higher account deactivations, including the impact from a growing account base; and
• The temporary impact of current year rate plan optimizations.

Customers

A customer is generally defined as a SIM number with a unique T-Mobile identifier that is associated with an account that generates revenue. Customers are qualified either for postpaid service utilizing phones, 5G broadband gateways, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.
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The following table sets forth the number of ending customers:
As of December 31, 2025 Versus 2024 2024 Versus 2023
(in thousands) 2025 2024 2023 # Change % Change # Change % Change
Customers, end of period

Postpaid phone customers (1)
85,594  79,013  75,936  6,581  8  % 3,077  4  %
Postpaid other customers (1) (2) (3)
30,851  25,105  22,116  5,746  23  % 2,989  14  %

Total postpaid customers 116,445  104,118  98,052  12,327  12  % 6,066  6  %
Prepaid customers (1) (4)
25,943  25,410  21,648  533  2  % 3,762  17  %

Total customers 142,388  129,528  119,700  12,860  10  % 9,828  8  %
Adjustments to customers (1) (2) (3) (4) (5)
4,878  3,504  170  1,374  39  % 3,334  NM

(1) In the third quarter of 2025, we acquired 3,287,000 postpaid phone customers, 390,000 postpaid other customers, including 141,000 5G broadband customers, and 349,000 prepaid customers through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(2) In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.
(3) In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
(4) In the second quarter of 2024, we acquired 3,504,000 prepaid customers through the Ka’ena Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena and T-Mobile.
(5) In the fourth quarter of 2023, we recognized a base adjustment to increase postpaid phone customers by 20,000 and increase postpaid other customers by 150,000 due to fewer customers than expected whose service was deactivated as a result of the network shutdowns.
NM - Not meaningful

5G broadband customers included in Postpaid other customers were 7,602,000 and 5,742,000 as of December 31, 2025 and 2024, respectively. 5G broadband customers included in Prepaid customers were 848,000 and 688,000 as of December 31, 2025 and 2024, respectively. Fiber customers included in Postpaid other customers were 997,000 as of December 31, 2025.

Net Customer Additions

The following table sets forth the number of net customer additions:
Year Ended December 31, 2025 Versus 2024 2024 Versus 2023
(in thousands) 2025 2024 2023 # Change % Change # Change % Change
Net customer additions

Postpaid phone customers 3,294  3,077  3,082  217  7  % (5) —  %
Postpaid other customers 4,504  2,989  2,568  1,515  51  % 421  16  %

Total postpaid customers 7,798  6,066  5,650  1,732  29  % 416  7  %
Prepaid customers 184  258  282  (74) (29) % (24) (9) %

Total net customer additions 7,982  6,324  5,932  1,658  26  % 392  7  %
Adjustments to customers (1) (2) (3) (4) (5)
4,878  3,504  170  1,374  39  % 3,334  NM

(1) In the third quarter of 2025, we acquired 3,287,000 postpaid phone customers, 390,000 postpaid other customers, including 141,000 5G broadband customers, and 349,000 prepaid customers through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(2) In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.
(3) In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
(4) In the second quarter of 2024, we acquired 3,504,000 prepaid customers through the Ka’ena Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena and T-Mobile.
(5) In the fourth quarter of 2023, we recognized a base adjustment to increase postpaid phone customers by 20,000 and increase postpaid other customers by 150,000 due to fewer customers than expected whose service was deactivated as a result of the network shutdowns.
NM - Not meaningful

Total net customer additions increased 1,658,000, or 26%, primarily from:

• Higher postpaid other net customer additions, primarily due to
• Higher net additions from mobile internet devices, including success from business customers and higher prior year deactivations of lower ARPU mobile internet devices in the educational sector activated during the COVID-19 pandemic and no longer needed;
• Higher broadband net additions; and
• Higher net additions from other connected devices; partially offset by
• Lower net additions from wearables; and
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• Higher postpaid phone net customer additions, primarily from higher gross additions, partially offset by higher churn and increased deactivations from a growing customer base; partially offset by
• Lower prepaid net customer additions, primarily from increased deactivations from a growing customer base, primarily due to the Ka’ena Acquisition, and higher prepaid to postpaid migrations, partially offset by higher gross additions.
• 5G broadband net customer additions included in postpaid other net customer additions were 1,719,000 and 1,454,000 for the years ended December 31, 2025 and 2024, respectively. 5G broadband net customer additions included in prepaid net customer additions were 160,000 and 200,000 for the years ended December 31, 2025 and 2024, respectively.
• Fiber net customer additions included in postpaid other net customer additions were 136,000 for the year ended December 31, 2025.

Churn

Churn represents the number of customers whose service was deactivated as a percentage of the average number of customers during the specified period further divided by the number of months in the period. The number of customers whose service was deactivated is presented net of customers that subsequently had their service restored within a certain period of time and excludes customers who received service for less than a certain minimum period of time. We believe that churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.

The following table sets forth the churn:

Year Ended December 31, Bps Change 2025 Versus 2024 Bps Change 2024 Versus 2023
2025 2024 2023
Postpaid phone churn 0.93  % 0.86  % 0.87  % 7 bps -1 bps
Prepaid churn 2.72  % 2.73  % 2.76  % -1 bps -3 bps

Postpaid phone churn increased 7 basis points, primarily due to higher industry switching and from the temporary impact of current year rate plan optimizations. Prepaid churn decreased slightly.

Postpaid Average Revenue Per Account

Postpaid Average Revenue per Account (“ARPA”) represents the average monthly postpaid service revenue earned per account. Postpaid ARPA is calculated as Postpaid revenues for the specified period divided by the average number of postpaid accounts during the period, further divided by the number of months in the period. We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assists in forecasting our future postpaid service revenues on a per account basis. We consider postpaid ARPA to be indicative of our revenue growth potential given the increase in the average number of postpaid phone customers per account and increases in postpaid other customers, including 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

The following table sets forth our operating measure ARPA:
(in dollars) Year Ended December 31, 2025 Versus 2024 2024 Versus 2023
2025 2024 2023 $ Change % Change  $ Change % Change

Postpaid ARPA $ 148.97  $ 143.85  $ 139.27  $ 5.12  4  % $ 4.58  3  %

Postpaid ARPA increased $5.12, or 4%, primarily from:

• The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;
• An increase in customers per account, including from the continued adoption of 5G broadband and continued growth of T-Mobile for Business customers, partially offset by fiber and UScellular accounts with fewer customers per account; and
• Higher premium services, primarily high-end rate plans, net of contra revenues for content included in such plans, and discounts for specific affinity groups, such as 55+, military and first responders; partially offset by
• Increased promotional activity, including the success of bundled offerings.

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Average Revenue Per User

Average Revenue per User (“ARPU”) represents the average monthly service revenue earned per customer. ARPU is calculated as service revenues for the specified period divided by the average number of customers during the period, further divided by the number of months in the period. We believe ARPU provides management, investors and analysts with useful information to assess and evaluate our service revenue per customer and assist in forecasting our future service revenues generated from our customer base. Postpaid phone ARPU excludes postpaid other customers and related revenues, which include 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

The following table sets forth our operating measure ARPU:

(in dollars) Year Ended December 31, 2025 Versus 2024 2024 Versus 2023
2025 2024 2023 $ Change % Change $ Change % Change

Postpaid phone ARPU $ 50.37  $ 49.35  $ 48.83  $ 1.02  2  % $ 0.52  1  %

Prepaid ARPU 34.14  36.06  37.92  (1.92) (5) % (1.86) (5) %

Postpaid Phone ARPU

Postpaid phone ARPU increased $1.02, or 2%, primarily from:

• The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;
• Higher premium services, primarily high-end rate plans, net of contra revenues for content included in such plans, and discounts for specific affinity groups, such as 55+, military and first responders; partially offset by continued growth in T-Mobile for Business customers with lower ARPU given larger account sizes; and
• The impact of customers acquired in the UScellular Acquisition, which have slightly higher ARPU; partially offset by
• Increased promotional activity, including the success of bundled offerings.

Prepaid ARPU

Prepaid ARPU decreased $1.92, or 5%, primarily from the inclusion of lower ARPU prepaid customers associated with the Ka’ena Acquisition and dilution from promotional activity and rate plan mix.

Adjusted EBITDA and Core Adjusted EBITDA

Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization, stock-based compensation and certain expenses, gains and losses, which are not reflective of our ongoing operating performance (“Special Items”). Special Items include Sprint Merger-related costs and UScellular merger-related costs (collectively, “Merger-related costs”), costs associated with our Network Restructuring Initiative, certain legal-related expenses and recoveries, Impairment expense, restructuring costs not directly attributable to the Sprint Merger or UScellular Acquisition (including severance), and other non-core gains and losses. Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues. Adjusted EBITDA margin represents Adjusted EBITDA divided by Service revenues. Core Adjusted EBITDA margin represents Core Adjusted EBITDA divided by Service revenues.

Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin are non-GAAP financial measures utilized by our management, including our chief operating decision maker, to monitor the financial performance of our operations and allocate resources of the Company as a whole. We historically used Adjusted EBITDA, and we currently use Core Adjusted EBITDA internally as a measure to evaluate and compensate our personnel and management for their performance. We use Adjusted EBITDA and Core Adjusted EBITDA as benchmarks to evaluate our operating performance in comparison to our competitors. Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and to facilitate comparisons with other wireless communications and broadband services companies because they are indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, non-cash stock-based compensation, and Special Items. Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the Company’s device financing strategy, by excluding the impact of device lease revenues from Adjusted EBITDA, to align with the exclusion of the related depreciation expense on leased devices from Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted
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EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with GAAP.

The following table illustrates the calculation of Adjusted EBITDA and Core Adjusted EBITDA and reconciles Adjusted EBITDA and Core Adjusted EBITDA to Net income, which we consider to be the most directly comparable GAAP financial measure:

Year Ended December 31, 2025 Versus 2024 2024 Versus 2023
(in millions, except percentages) 2025 2024 2023 $ Change % Change $ Change % Change
Net income $ 10,992  $ 11,339  $ 8,317  $ (347) (3) % $ 3,022  36  %
Adjustments:

Interest expense, net 3,774  3,411  3,335  363  11  % 76  2  %

Other expense (income), net 224  (113) (68) 337  (298) % (45) 66  %
Income tax expense 3,289  3,373  2,682  (84) (2) % 691  26  %
Operating income 18,279  18,010  14,266  269  1  % 3,744  26  %
Depreciation and amortization 13,508  12,919  12,818  589  5  % 101  1  %

Stock-based compensation (1)
772  586  644  186  32  % (58) (9) %
Merger-related costs, net (2)
263  147  1,034  116  79  % (887) (86) %
Network Restructuring Initiative costs 93  —  —  93  NM —  NM

Legal-related expenses (recoveries), net (3)
16  (89) (42) 105  (118) % (47) 112  %
Impairment expense 278  —  —  278  NM —  NM
Gain on disposal group held for sale —  —  (25) —  NM 25  (100) %

Other, net (4)
728  291  733  437  150  % (442) (60) %
Adjusted EBITDA 33,937  31,864  29,428  2,073  7  % 2,436  8  %
Lease revenues (13) (93) (312) 80  (86) % 219  (70) %
Core Adjusted EBITDA
$ 33,924  $ 31,771  $ 29,116  $ 2,153  7  % $ 2,655  9  %
Net income margin (Net income divided by Service revenues) 15  % 17  % 13  % -200 bps 400 bps
Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) 48  % 48  % 47  % — bps 100 bps
Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues)
48  % 48  % 46  % — bps 200 bps

(1) Stock-based compensation includes payroll tax impacts and may not agree with stock-based compensation expense on the consolidated financial statements. Additionally, certain stock-based compensation expenses associated with the Sprint Merger have been included in Merger-related costs, net.
(2) Merger-related costs, net, for the year ended December 31, 2024, includes the $100 million gain recognized for the extension fee previously paid by DISH associated with the DISH License Purchase Agreement.
(3) Legal-related expenses (recoveries), net, consists of the settlement of certain litigation and compliance costs associated with the August 2021 cyberattack and is presented net of insurance recoveries.
(4) Other, net, primarily consists of certain severance, restructuring and other expenses, gains and losses, not directly attributable to the Sprint Merger or UScellular Acquisition, which are not reflective of T-Mobile’s ongoing core business activities and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA. Other, net, for the year ended December 31, 2025, includes $390 million of severance and related costs associated with the 2025 Workforce Transformation. Other, net, for the year ended December 31, 2023, includes $462 million of severance and related costs associated with the 2023 Workforce Reduction.
NM - Not meaningful

Core Adjusted EBITDA increased $2.2 billion, or 7%, for the year ended December 31, 2025. The components comprising Core Adjusted EBITDA are discussed further above.

The increase was primarily from:

• Higher Total service revenues; and
• Higher Equipment revenues, excluding Lease revenues; partially offset by
• Higher Cost of equipment sales, excluding Special Items;
• Higher Selling, general and administrative expenses, excluding Special Items; and
• Higher Cost of services, excluding Special Items.

Adjusted EBITDA increased $2.1 billion, or 7%, for the year ended December 31, 2025, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $80 million for the year ended December 31, 2025.
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Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables, the Revolving Credit Facility (as defined below) and an unsecured short-term commercial paper program. Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt in the future to finance our business strategy under the terms governing our existing and future indebtedness.

Cash Flows

The following is a condensed schedule of our cash flows:
Year Ended December 31, 2025 Versus 2024 2024 Versus 2023
(in millions) 2025 2024 2023 $ Change % Change $ Change % Change
Net cash provided by operating activities $ 27,950  $ 22,293  $ 18,559  $ 5,657  25  % $ 3,734  20  %
Net cash used in investing activities (17,607) (9,072) (5,829) (8,535) 94  % (3,243) 56  %
Net cash used in financing activities (10,081) (12,815) (12,097) 2,734  (21) % (718) 6  %

Operating Activities

Net cash provided by operating activities increased $5.7 billion, or 25%, primarily from:

• A $4.6 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts payable and accrued liabilities, Accounts receivable, Short- and long-term operating lease liabilities and Other current and long-term liabilities, partially offset by higher use of cash from Other current and long-term assets, Inventory, and Equipment installment plan receivables; and
• A $1.0 billion increase in Net income, adjusted for non-cash income and expenses.
• Net cash provided by operating activities includes the impact of the Pledge Amendments as described below.
• Net cash provided by operating activities includes the impact of $358 million and $789 million in net payments for Merger-related costs for the years ended December 31, 2025 and 2024, respectively.

Investing Activities

Net cash used in investing activities increased $8.5 billion, or 94%. The use of cash was primarily from:

• $10.0 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network, including increased greenfield site builds, and incremental capital expenditures following the acquisition of UScellular;
• $4.1 billion in Investments in unconsolidated affiliates, net, primarily from the joint acquisitions of Metronet and Lumos;
• $3.5 billion of cash consideration, net of cash acquired, related to our acquisitions of UScellular, Vistar and Blis; and
• $2.6 billion in purchases of spectrum and intangible assets, including the fiber customers purchased from Metronet and Lumos (see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements) and remaining 600 MHz spectrum licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements) ; partially offset by
• $2.2 billion in Proceeds from the sale of property, equipment and intangible assets, primarily from the sale of a portion of the 3.45 GHz licenses to N77 License Co LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements).

Financing Activities

Net cash used in financing activities decreased $2.7 billion, or 21%. The use of cash was primarily from:

• $10.0 billion in Repurchases of common stock;
• $6.2 billion in Repayments of long-term debt;
• $4.1 billion in Dividends on common stock;
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• $1.3 billion in Repayments of financing lease obligations; and
• $434 million in Tax withholdings on share-based awards; partially offset by
• $12.0 billion in Proceeds from issuance of long-term debt, net.

Cash and Cash Equivalents

As of December 31, 2025, our Cash and cash equivalents were $5.6 billion compared to $5.4 billion at December 31, 2024.

Adjusted Free Cash Flow

Adjusted Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment, plus Proceeds from sales of tower sites and Proceeds related to beneficial interests in securitization transactions. Adjusted Free Cash Flow is a non-GAAP financial measure utilized by management, investors and analysts of our financial information to evaluate cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business. Adjusted Free Cash Flow margin is calculated as Adjusted Free Cash Flow divided by Service revenues. Adjusted Free Cash Flow margin is utilized by management, investors, and analysts to evaluate the Company’s ability to convert service revenue efficiently into cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business.

The table below provides a reconciliation of Adjusted Free Cash Flow to Net cash provided by operating activities, which we consider to be the most directly comparable GAAP financial measure:

Year Ended December 31, 2025 Versus 2024 2024 Versus 2023
(in millions, except percentages) 2025 2024 2023 $ Change % Change $ Change % Change
Net cash provided by operating activities $ 27,950  $ 22,293  $ 18,559  $ 5,657  25  % $ 3,734  20  %
Cash purchases of property and equipment, including capitalized interest (9,955) (8,840) (9,801) (1,115) 13  % 961  (10) %
Proceeds from sales of tower sites —  —  12  —  NM (12) (100) %
Proceeds related to beneficial interests in securitization transactions —  3,579  4,816  (3,579) (100) % (1,237) (26) %

Adjusted Free Cash Flow $ 17,995  $ 17,032  $ 13,586  $ 963  6  % $ 3,446  25  %
Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) 39  % 34  % 29  % 500 bps 500 bps
Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) 25  % 26  % 21  % -100 bps 500 bps

NM - Not meaningful

Adjusted Free Cash Flow increased $963 million, or 6%, for the year ended December 31, 2025, primarily from.

• Higher Net cash provided by operating activities, as described above; partially offset by
• Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases, including for increased greenfield site builds and incremental capital expenditures following the acquisition of the UScellular Wireless Business.
• Certain cash proceeds associated with the sale of receivables, which were recognized within investing cash flows before November 1, 2024, are recognized as operating cash flows. This change had no net impact to Adjusted Free Cash Flow.
• Adjusted Free Cash Flow includes the impact of $358 million and $789 million in net payments for Merger-related costs for the years ended December 31, 2025 and 2024, respectively.

During the years ended December 31, 2025 and 2024, there were no significant net cash proceeds from securitization.

On October 22, 2024, we executed amendments (the “Pledge Amendments”) to the EIP Sale Arrangement and the Service Receivable Sale Arrangement (as discussed in Note 5 – Sales of Certain Receivables of the Notes to the Consolidated Financial Statements). Following the effective date of the Pledge Amendments of November 1, 2024, all cash proceeds associated with the sale of such receivables, a portion of which, prior to November 1, 2024, were recognized as Proceeds related to beneficial interests in securitization transactions within Net cash used in investing activities on our Consolidated Statements of Cash Flows, were recognized as operating cash flows. The Pledge Amendments did not have a net impact on Adjusted Free Cash Flow.
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Borrowing Capacity

We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $7.5 billion. As of December 31, 2025, there was no outstanding balance under the Revolving Credit Facility.

Subsequent to December 31, 2025, on January 5, 2026, we entered into a Second Amended and Restated Credit Agreement, which among other things, increased the aggregate commitment amount of the Revolving Credit Facility to $10.0 billion. See Note 9 – Debt of the Notes to the Consolidated Financial Statements for more information regarding the Second Amended and Restated Credit Agreement.

We maintain an unsecured short-term commercial paper program with the ability to borrow up to $2.0 billion from time to time. This program supplements our other available external financing arrangements and proceeds are expected to be used for general corporate purposes. As of December 31, 2025, there was no outstanding balance under this program.

Debt Financing

On January 31, 2025, we entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (“ECA Facility”), providing for a loan of up to $1.0 billion (the “ECA Facility due March 2036”). On March 17, 2025, we drew down the full $1.0 billion available under the ECA Facility due March 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Consolidated Statements of Cash Flows.

On August 29, 2025, we entered into an ECA Facility, providing for a loan of up to $1.0 billion (the “ECA Facility due November 2036”). During the fourth quarter of 2025, we drew down the full $1.0 billion available under the ECA Facility due November 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Consolidated Statements of Cash Flows.

As of December 31, 2025, our total debt and financing lease liabilities were $88.6 billion, excluding our tower obligations, of which $81.1 billion was classified as long-term debt and $1.1 billion was classified as long-term financing lease liabilities.

During the year ended December 31, 2025, we issued long-term debt for net proceeds of $12.0 billion, including proceeds from the ECA Facility due March 2036 and ECA Facility due November 2036, and redeemed and repaid short- and long-term debt with an aggregate principal amount of $6.2 billion.

Subsequent to December 31, 2025, on January 12, 2026, we issued $1.2 billion of 5.000% Senior Notes due 2036 and $850 million of 5.850% Senior Notes due 2056.

Subsequent to December 31, 2025, on January 22, 2026, we delivered notices of redemption on $3.0 billion aggregate principal amount of our 4.750% Senior Notes due 2028 and 4.750% Senior Notes to affiliates due 2028. We redeemed the notes at par on February 1, 2026.

Subsequent to December 31, 2025, on February 5, 2026, we entered into a master receivables financing agreement and borrowed $1.0 billion, maturing on February 5, 2027.

For more information regarding our debt financing transactions, see Note 9 – Debt of the Notes to the Consolidated Financial Statements.

License Purchase Agreements

On August 8, 2022, we entered into License Purchase Agreements to acquire spectrum in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) in exchange for total cash consideration of $3.5 billion. On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements, pursuant to which we and the Sellers agreed to bifurcate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No. 1 to the Amended and Restated License Purchase Agreements, whereby we deferred the closings of certain additional licenses in Chicago and Dallas into the second closing tranche. Together, the licenses with closings deferred into the second closing tranche represent approximately $1.1 billion of the aggregate $3.5 billion cash consideration.

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The FCC approved the purchase of the first tranche on December 29, 2023. The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.

The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024. The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.

The FCC approved the purchase of the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025. The purchase of the remaining licenses closed on June 2, 2025, and the associated payment of $604 million was made on the same day.

On September 12, 2023, we entered into a license purchase agreement with Comcast (the “Comcast License Purchase Agreement”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval. The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the Comcast License Purchase Agreement. On January 13, 2025, we and Comcast entered into an amendment to the Comcast License Purchase Agreement, pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion. The parties are currently targeting a closing on the acquisition of approximately $45 million of the spectrum licenses in the first half of 2026, with the remaining spectrum license acquisitions targeting a closing in the first half of 2028.

On September 10, 2024, we entered into a License Purchase Agreement with N77 License Co LLC (“Buyer”), pursuant to which Buyer has the option to purchase all or a portion of our remaining 3.45 GHz spectrum licenses in exchange for a range of cash consideration, with the specific licenses sold to be determined based upon the amount of committed financing raised by Buyer. Following receipt of the required regulatory approvals, on April 30, 2025, we completed the sale of a portion of our 3.45 GHz spectrum licenses for $2.0 billion.

On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P. and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain. In addition, we may receive a share of certain future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, subject to certain terms and conditions and following a certain return on invested capital for Grain. The transaction is subject to customary closing conditions and contingent on the receipt of regulatory approvals, including the FCC’s approval regarding certain modifications to the 800 MHz spectrum licenses, and the parties are currently targeting a closing in the first half of 2026. In addition, we expect an increase to our cash income tax liability of approximately $850 million upon the transaction close.

For more information regarding our license purchase agreements, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements.

Acquisition of Ka’ena Corporation

On May 1, 2024, we completed the Ka’ena Acquisition. The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026. On the Ka’ena Acquisition Date and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million. The amount of the upfront payment was subject to customary adjustments and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum amount payable in satisfaction of the earnout.

Based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout.
For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Acquisition of Vistar Media Inc.

On February 3, 2025, we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million.
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For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Acquisition of Blis Holdco Limited

On March 3, 2025, we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million.

For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Lumos Joint Venture

On April 1, 2025, we completed the joint acquisition of Lumos. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.

For more information regarding the Lumos joint venture, see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements.

Metronet Joint Venture

On July 24, 2025, we completed the joint acquisition of Metronet. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 fiber customers. We do not anticipate making further capital contributions following the closing under the existing business plan.

For more information regarding the Metronet joint venture, see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements.

Acquisition of UScellular Wireless Business

On August 1, 2025, we completed the UScellular Acquisition, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.

For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We have arrangements, as amended from time to time, to sell certain EIP accounts receivable and service accounts receivable on a revolving basis as a source of liquidity. As of December 31, 2025, we derecognized net receivables of $1.7 billion upon sale through these arrangements.

For more information regarding these off-balance sheet arrangements, see Note 5 – Sales of Certain Receivables of the Notes to the Consolidated Financial Statements.

Future Sources and Uses of Liquidity

We may seek additional sources of liquidity, including through the issuance of additional debt, to continue to opportunistically acquire spectrum licenses or other long-lived assets in private party transactions, make strategic investments, repurchase shares, pay dividends or for the refinancing of existing long-term debt on an opportunistic basis. Excluding liquidity that could be needed for acquisitions of businesses, spectrum and other long-lived assets, or for any potential stockholder returns, we expect our principal sources of funding to be sufficient to meet our anticipated liquidity needs for business operations for the next 12 months, as well as our longer-term liquidity needs. Our intended use of any such funds is for general corporate purposes,
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including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of debt, tower obligations, share repurchases, and dividend payments.

We determine future liquidity requirements for operations, capital expenditures, share repurchases and dividend payments based in large part upon projected financial and operating performance, and opportunities to acquire additional spectrum or repurchase shares. We regularly review and update these projections for changes in current and projected financial and operating results, general economic conditions, the competitive landscape and other factors. We have incurred, and will incur, substantial expenses to comply with the Government Commitments, and we have incurred all of the remaining restructuring and integration costs associated with the Sprint Merger, with the cash expenditures for the Sprint Merger-related costs extending beyond 2025. Additionally, we are expecting to incur substantial expenses in connection with the UScellular Acquisition, including coordinating and integrating businesses, operations, policies and procedures. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses could exceed the costs historically borne by us and adversely affect our financial condition and results of operations. There are a number of additional risks and uncertainties that could cause our financial and operating results and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment.

The indentures, supplemental indentures and credit agreements governing our long-term debt to affiliates and third parties, excluding financing leases, contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. We were in compliance with all restrictive debt covenants as of December 31, 2025.

Financing Lease Facilities

We have uncommitted financing lease facilities with certain third parties that provide us with the ability to enter into financing leases for network equipment and services. We expect to enter into up to a total of $1.2 billion in financing lease commitments during the year ending December 31, 2026. As of December 31, 2025, we have entered into $11.1 billion of financing leases under these financing lease facilities, of which $1.2 billion was executed during the year ended December 31, 2025.

Capital Expenditures

Our capital liquidity requirements have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure, the integration of the networks, spectrum, technology, personnel and customer base of T-Mobile and UScellular, and investments in information technology platforms. We expect to maintain our investment in capital expenditures related to these efforts in 2026 compared to 2025, as we continue our integration efforts, maintain our commitment to build out our nationwide 5G network and continue our digital transformation. Future capital expenditure requirements will be primarily driven by the deployment of acquired spectrum licenses.

For more information regarding our spectrum licenses, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements.

Stockholder Returns

On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion through December 31, 2025. The 2025 Stockholder Return Program consisted of repurchases of shares of our common stock and the payment of cash dividends.

On November 21, 2024, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on March 13, 2025, to stockholders of record as of the close of business on February 28, 2025.

On February 6, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on June 12, 2025, to stockholders of record as of the close of business on May 30, 2025.

On June 5, 2025, our Board of Directors declared a cash dividend of $0.88 per share on our issued and outstanding common stock, which was paid on September 11, 2025, to stockholders of record as of the close of business on August 29, 2025.

On September 18, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which was paid on December 11, 2025, to stockholders of record as of the close of business on November 26, 2025.

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During the year ended December 31, 2025, we paid an aggregate of $4.1 billion in cash dividends to our stockholders under the 2025 Stockholder Return Program, which were presented within Net cash used in financing activities on our Consolidated Statements of Cash Flows.

During the year ended December 31, 2025, we repurchased 42,363,226 shares of our common stock at an average price per share of $232.96 for a total purchase price of $9.9 billion, under the 2025 Stockholder Return Program.

On December 11, 2025, we announced that our Board of Directors authorized our 2026 Stockholder Return Program of up to $14.6 billion that will run through December 31, 2026. The 2026 Stockholder Return Program is expected to consist of additional repurchases of shares of our common stock and the payment of cash dividends. The declaration and payment of all dividends is subject to the discretion of our Board of Directors and will depend on financial and legal requirements and other considerations. The amount available under the 2026 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.

The 2026 Stockholder Return Program aligns with our commitment to a balanced capital allocation strategy that supports core and strategic investments in the business while delivering returns to stockholders. From January 1, 2026, through the end of 2027, the Company expects its business plan to support:

• Up to approximately $30.0 billion for share repurchases and cash dividends, which includes the 2026 Stockholder Return Program; and
• Over $22.0 billion in a discretionary and flexible envelope for opportunistic deployment, which may include de-levering, investments in our core business, strategic investments, and/or additional capital returns to stockholders beyond the $30.0 billion allocation.

On December 4, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which will be paid on March 12, 2026, to stockholders of record as of the close of business on February 27, 2026. As of December 31, 2025, $1.1 billion for dividends payable is presented within Other current liabilities on our Consolidated Balance Sheets.

Subsequent to December 31, 2025, from January 1, 2026, through February 6, 2026, we repurchased 5,106,691 shares of our common stock at an average price per share of $192.61 for a total purchase price of $984 million under the 2026 Stockholder Return Program. As of February 6, 2026, we had up to $13.6 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.

For additional information regarding the 2025 Stockholder Return Program and the 2026 Stockholder Return Program, see Note 1 5 - Stockholder Return Program s of the Notes to the Consolidated Financial Statements.

Contractual Obligations

In connection with the regulatory approvals of the Sprint Merger, we made commitments to various state and federal agencies, including the U.S. Department of Justice and FCC.

For more information regarding these commitments, see Note 18 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.

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The following table summarizes our material contractual obligations and borrowings as of December 31, 2025, and the timing and effect that such commitments are expected to have on our liquidity and capital requirements in future periods:
(in millions) Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Total
Long-term debt (1)
$ 4,768  $ 15,246  $ 14,062  $ 52,205  $ 86,281 
Interest on long-term debt 3,593  6,611  5,231  28,670  44,105 
Financing lease liabilities, including imputed interest 1,222  1,119  21  7  2,369 
Tower obligations (2)
389  810  862  3,239  5,300 
Operating lease liabilities, including imputed interest 5,060  9,207  7,841  13,987  36,095 
Purchase obligations (3) (4) (5) (6)
5,047  6,181  2,990  2,836  17,054 
Spectrum leases and service credits (7)
297  629  645  3,448  5,019 
IP transit services liability (8)
100  83  —  —  183 
Total contractual obligations $ 20,476  $ 39,886  $ 31,652  $ 104,392  $ 196,406 

(1) Represents principal amounts of long-term debt to affiliates and third parties at maturity, excluding unamortized premiums, discounts, debt issuance costs, consent fees, and financing lease obligations. See Note 9 – Debt of the Notes to the Consolidated Financial Statements for further information.
(2) Future minimum payments, including principal and interest payments, related to the tower obligations. See Note 10 – Tower Obligations of the Notes to the Consolidated Financial Statements for further information.
(3) The minimum commitment for certain obligations is based on termination penalties that could be paid to exit the contracts. Termination penalties are included in the above table as payments due as of the earliest we could exit the contract, typically in less than one year. For certain contracts that include fixed volume purchase commitments and fixed prices for various products, the purchase obligations are calculated using fixed volumes and contractually fixed prices for the products that are expected to be purchased. This table does not include open purchase orders as of December 31, 2025 under normal business purposes. See Note 18 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements for further information.
(4) On September 12, 2023, we entered into a License Purchase Agreement to acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion. On January 13, 2025, we and Comcast entered into an amendment to the License Purchase Agreement pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion. The agreement, as amended, remains subject to an application for FCC approval. Total consideration for this License Purchase Agreement is excluded from our reported purchase obligations above. See Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for further information.
(5) On May 1, 2024, we completed the Ka’ena Acquisition and based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout and is excluded from our reported purchase commitments above. See Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements for further information.
(6) On April 1, 2025, we completed the joint acquisition of Lumos and pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan, which is excluded from our reported purchase obligations above. See Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements for further information.
(7) Spectrum lease agreements are typically for terms of five to 10 years with automatic renewal provisions, bringing the total term of the agreements up to 30 years.
(8) On May 1, 2023, we completed the sale of the wireline business to Cogent Infrastructure, Inc. Under the terms of the wireline sale agreement, the Company agreed to make payments pursuant to an IP transit services agreement totaling $700 million, consisting of (i) $350 million in equal monthly installments during the first year after the closing and (ii) $350 million in equal monthly installments over the subsequent 42 months. IP transit services liability represents the remaining amount to be paid associated with the IP transit services agreement.

Certain commitments and obligations are included in the table based on the year of required payment or an estimate of the year of payment. Other long-term liabilities have been omitted from the table above due to the uncertainty of the timing of payments, combined with the lack of historical trends to predict future payments.

The purchase obligations reflected in the table above are primarily commitments to purchase spectrum licenses, wireless devices, network services, equipment, software, marketing sponsorship agreements and other items in the ordinary course of business. These amounts do not represent our entire anticipated purchases in the future but represent only those items for which we are contractually committed. Where we are committed to make a minimum payment to the supplier regardless of whether we take delivery, we have included only that minimum payment as a purchase obligation. The acquisition of spectrum licenses is subject to regulatory approval and other customary closing conditions.

Related Person Transactions

We have related person transactions associated with DT, SoftBank Group Corp. (“SoftBank”) (through August 6, 2025, the date SoftBank ceased to be a related person) or their respective affiliates in the ordinary course of business, including intercompany servicing and licensing.

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As of February 6, 2026, DT held, directly or indirectly, approximately 52.8% of the outstanding T-Mobile common stock. As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank, DT has voting control, as of February 6, 2026, over approximately 56.9% of the outstanding T-Mobile common stock.

Disclosure of Iranian Activities under Section 13(r) of the Exchange Act

Section 219 of the Iran Threat Reduction and the Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the year ended December 31, 2025, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates or former affiliates that we do not control and that are our affiliates or former affiliates solely due to their common control with either DT or SoftBank. We have relied upon DT and SoftBank for information regarding their respective activities, transactions and dealings. On August 6, 2025, SoftBank ceased to be our affiliate.

DT, through certain of its non-U.S. subsidiaries, is party to roaming and interconnect agreements with the following mobile and fixed line telecommunication providers in Iran, some of which are or may be government-controlled entities: Irancell Telecommunications Services Company, Telecommunication Kish Company, Mobile Telecommunication Company of Iran, and Telecommunication Infrastructure Company of Iran. In addition, during the year ended December 31, 2025, DT, through certain of its non-U.S. subsidiaries, provided basic telecommunications services to seven customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control: Bank Melli, Europäisch-Iranische Handelsbank, CPG Engineering & Commercial Services GmbH, Golgohar Trade and Technology GmbH, International Trade and Industrial Technology ITRITEC GmbH, The Airline of the Islamic Republic of Iran and Kara Industrial Trading GmbH. These services are in the process of being terminated, in particular by undertaking appropriate legal steps before German courts. For the year ended December 31, 2025, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.2 million, and the estimated net profits were less than $0.1 million.

In addition, DT, through certain of its non-U.S. subsidiaries that operate a fixed-line network in their respective European home countries (in particular, Germany), provides telecommunications services in the ordinary course of business to the Embassy of Iran in those European countries. Gross revenues and net profits recorded from these activities for the year ended December 31, 2025, were less than $0.1 million. We understand that DT intends to continue these activities.

Separately, SoftBank, through one of its non-U.S. subsidiaries, provides roaming services in Iran through Irancell Telecommunications Services Company. During the year ended December 31, 2025, SoftBank had no gross revenues from such services, and no net profit was generated. We understand that the SoftBank subsidiary intends to continue such services. This subsidiary also provides telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan. During the year ended December 31, 2025, SoftBank estimates that gross revenues and net profit generated by such services were both under $0.1 million. We understand that the SoftBank subsidiary is obligated under contract and intends to continue such services.

In addition, SoftBank, through one of its non-U.S. indirect subsidiaries, provides office supplies to the Embassy of Iran in Japan. SoftBank estimates that gross revenues and net profit generated by such services during the year ended December 31, 2025, were both under $0.1 million. We understand that the SoftBank subsidiary intends to continue such activities.

Critical Accounting Estimates

Our significant accounting policies are fundamental to understanding our results of operations and financial condition as they require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. See Note 1 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements for further information.

Two of these policies, discussed below, relate to critical estimates because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. Actual results could differ from those estimates.
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Management and the Audit Committee of the Board of Directors have reviewed and approved the accounting policies associated with these critical estimates.

Depreciation

Our property and equipment balance represents a significant component of our consolidated assets. We record property and equipment at cost, and we generally depreciate property and equipment on a straight-line basis over the estimated useful life of the assets. If all other factors were to remain unchanged, we expect that a one-year increase in the useful lives of our in-service property and equipment would have resulted in a decrease of approximately $3.4 billion in our 2025 depreciation expense and that a one-year decrease in the useful life would have resulted in an increase of approximately $5.3 billion in our 2025 depreciation expense.

See Note 1 – Summary of Significant Accounting Policies and Note 6 – Property and Equipment of the Notes to the Consolidated Financial Statements for information regarding depreciation of assets, including management’s underlying estimates of useful lives.

Income Taxes

We account for uncertainty in income taxes recognized in the financial statements in accordance with the accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We assess whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position and adjust the unrecognized tax benefits in light of changes in facts and circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law.

The income tax laws of the jurisdictions in which we operate are complex and subject to different interpretations by management and the relevant government taxing authorities. In establishing a provision for income tax expense, we must make judgments about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions. Our interpretations may be subjected to review during examination by taxing authorities and disputes may arise over the respective tax positions. We attempt to resolve these disputes during the tax examination and audit process and ultimately through the court system when applicable.

We monitor relevant tax authorities and revise our estimate of accrued income taxes due to changes in income tax laws and their interpretation by the courts and regulatory authorities on a quarterly basis. Revisions of our estimate of accrued income taxes also may result from our own income tax planning and from the resolution of income tax controversies. Such revisions in our estimates may be material to our Income tax expense for any given quarter.

Accounting Pronouncements Not Yet Adopted

For information regarding recently issued accounting standards, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to economic risks in the normal course of business, primarily from changes in interest rates, including changes in investment yields and changes in spreads due to credit risk and other factors. These risks, along with other business risks, impact our cost of capital. Our policy is to manage exposure related to fluctuations in interest rates in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. We have established interest rate risk limits that are closely monitored by measuring interest rate sensitivities of our debt portfolio. As of December 31, 2025, we held €4.8 billion in EUR-denominated Senior Notes, which are subject to foreign currency exchange rate fluctuations. We have entered into cross-currency swap agreements that qualify and have been designated as fair value hedges of our EUR-denominated debt, mitigating our exposure to foreign currency transaction gains and losses. We do not foresee significant changes in the strategies used to manage market risk in the near future.

Certain sources of financing available to us, including our Revolving Credit Facility and ECA Facilities, bear interest that is indexed to a benchmark rate plus a fixed margin. As of December 31, 2025, we had drawn $2.0 billion under our ECA Facilities. See Note 9 – Debt of the Notes to the Consolidated Financial Statements for additional information.

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Index for Notes to the Consolidated Financial Statements

Item 8. Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of T-Mobile US, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of T-Mobile US, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Management’s Annual Report on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Index for Notes to the Consolidated Financial Statements

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenues – Refer to Notes 1 and 11 to the consolidated financial statements

Critical Audit Matter Description

The Company generates revenues from providing wireless communications services and selling devices and accessories to customers. The processing and recording of postpaid and prepaid service revenues related to monthly wireless services billings is highly automated and is based on contractual terms with customers. Equipment revenues related to device and accessory sales are typically recognized at a point in time when control of the device or accessory is transferred to the customer or dealer. The Company’s postpaid service revenues, prepaid service revenues and equipment revenues consist of a significant volume of low-dollar transactions accumulated from multiple systems and databases.

Given the large volume of low-dollar postpaid service, prepaid service and equipment revenue transactions which are initiated, accumulated, and recorded in multiple systems and databases, auditing postpaid service revenues, prepaid service revenues and equipment revenues was complex and challenging due to the extent of audit effort required and the need for professionals with expertise in information technology (IT) to identify, evaluate, and test the Company’s systems, databases, automated controls, and system interface controls.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s postpaid service revenue, prepaid service revenue and equipment revenue transactions included the following, among others:

• With the assistance of our IT specialists, we:
◦ Identified the relevant systems and databases used to process postpaid service, prepaid service and equipment revenue transactions and tested the relevant IT controls over each of those systems and databases.
◦ Performed testing of automated business controls and system interface controls within postpaid service, prepaid service and equipment revenues.
• We tested internal controls in the revenue accounting processes, including those in place to (a) establish revenue recognition accounting policies for promotional offers, (b) record revenue and the related promotional offers in accordance with the established accounting policies and (c) reconcile the various systems to the Company’s general ledger.
• We created data visualizations to evaluate recorded postpaid service, prepaid service and equipment revenue and trends in the related subscriber data.
• For a selection of equipment revenue transactions, we compared the amounts recognized to contractual agreements or other source documents and tested the mathematical accuracy of the recorded revenue.
• We developed an expectation of postpaid and prepaid service revenue amounts using historical service revenue and subscriber information and compared it to the recorded amount.
• We tested the accuracy and completeness of the subscriber information used in our audit procedures by selecting a sample of the subscriber information and for those selections agreeing the selected subscriber information to supporting documentation.

/s/ Deloitte & Touche LLP
Seattle, Washington
February 11, 2026

We have served as the Company’s auditor since 2022.
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Index for Notes to the Consolidated Financial Statements

T-Mobile US, Inc.
Consolidated Balance Sheets

(in millions, except share and per share amounts) December 31,
2025 December 31,
2024
Assets
Current assets
Cash and cash equivalents $ 5,598   $ 5,409  
Accounts receivable, net of allowance for credit losses of $ 226 and $ 176
4,874   4,276  
Equipment installment plan receivables, net of allowance for credit losses and imputed discount of $ 733 and $ 656
4,997   4,379  
Inventory 2,405   1,607  
Prepaid expenses 1,215   880  
Other current assets 5,372   1,853  
Total current assets 24,461   18,404  
Property and equipment, net 38,333   38,533  
Operating lease right-of-use assets 25,692   25,398  
Financing lease right-of-use assets 2,760   3,091  
Goodwill 13,678   13,005  
Spectrum licenses 98,032   100,558  
Other intangible assets, net 3,843   2,512  
Equipment installment plan receivables due after one year, net of allowance for credit losses and imputed discount of $ 213 and $ 158
2,683   2,209  
Other assets 9,755   4,325  
Total assets $ 219,237   $ 208,035  
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities $ 10,280   $ 8,463  
Short-term debt 5,135   4,068  
Deferred revenue 1,533   1,222  
Short-term operating lease liabilities 3,814   3,281  
Short-term financing lease liabilities 1,163   1,175  
Other current liabilities 2,575   1,965  
Total current liabilities 24,500   20,174  
Long-term debt 79,649   72,700  
Long-term debt to affiliates 1,498   1,497  
Tower obligations 3,532   3,664  
Deferred tax liabilities 19,583   16,700  
Operating lease liabilities 26,371   26,408  
Financing lease liabilities 1,107   1,151  
Other long-term liabilities 3,794   4,000  
Total long-term liabilities 135,534   126,120  
Commitments and contingencies (Note 18)

Stockholders' equity
Common stock, par value $ 0.00001 per share, 2,000,000,000 shares authorized; 1,275,774,235 and 1,271,074,364 shares issued, 1,106,930,661 and 1,144,579,681 shares outstanding
—   —  
Additional paid-in capital 69,460   68,798  
Treasury stock, at cost, 168,843,574 and 126,494,683 shares
( 30,545 ) ( 20,584 )
Accumulated other comprehensive loss ( 848 ) ( 857 )
Retained earnings 21,136   14,384  
Total stockholders' equity 59,203   61,741  
Total liabilities and stockholders' equity $ 219,237   $ 208,035  

The accompanying notes are an integral part of these consolidated financial statements.
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Index for Notes to the Consolidated Financial Statements

T-Mobile US, Inc.
Consolidated Statements of Comprehensive Income

Year Ended December 31,
(in millions, except share and per share amounts) 2025 2024 2023
Revenues
Postpaid revenues $ 57,932   $ 52,340   $ 48,692  
Prepaid revenues 10,497   10,399   9,767  
Wholesale and other service revenues 2,877   3,439   4,782  
Total service revenues 71,306   66,178   63,241  
Equipment revenues 15,972   14,263   14,138  
Other revenues 1,031   959   1,179  
Total revenues 88,309   81,400   78,558  
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below 11,497   10,771   11,655  
Cost of equipment sales, exclusive of depreciation and amortization shown separately below 21,277   18,882   18,533  
Selling, general and administrative 23,470   20,818   21,311  
Gain on disposal group held for sale —   —   ( 25 )
Impairment expense 278   —   —  
Depreciation and amortization 13,508   12,919   12,818  
Total operating expenses 70,030   63,390   64,292  
Operating income 18,279   18,010   14,266  
Other expense, net
Interest expense, net ( 3,774 ) ( 3,411 ) ( 3,335 )
Other (expense) income, net ( 224 ) 113   68  
Total other expense, net ( 3,998 ) ( 3,298 ) ( 3,267 )
Income before income taxes 14,281   14,712   10,999  
Income tax expense ( 3,289 ) ( 3,373 ) ( 2,682 )
Net income $ 10,992   $ 11,339   $ 8,317  

Net income $ 10,992   $ 11,339   $ 8,317  
Other comprehensive income, net of tax
Reclassification of loss from cash flow hedges, net of tax effect of $ 65 , $ 60 and $ 56
190   176   163  
(Losses) gains on fair value hedges, net of tax effect of $( 64 ), $ 5 and $ 0
( 187 ) 16   —  
Unrealized (loss) gain on foreign currency translation adjustment, net of tax effect of $ 0 , $ 0 and $ 0
( 1 ) —   9  
Actuarial gain (loss), net of amortization and reclassification, on pension and other postretirement benefits, net of tax effect of $ 2 , $( 29 ) and $( 31 )
7   ( 85 ) ( 90 )

Other comprehensive income 9   107   82  
Total comprehensive income $ 11,001   $ 11,446   $ 8,399  
Earnings per share
Basic $ 9.75   $ 9.70   $ 7.02  
Diluted $ 9.72   $ 9.66   $ 6.93  
Weighted-average shares outstanding
Basic 1,127,984,348   1,169,195,373   1,185,121,562  
Diluted 1,131,076,251   1,173,213,898   1,200,286,264  

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

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Index for Notes to the Consolidated Financial Statements

T-Mobile US, Inc.
Consolidated Statements of Cash Flows

Year Ended December 31,
(in millions) 2025 2024 2023
Operating activities

Net income $ 10,992   $ 11,339   $ 8,317  
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 13,508   12,919   12,818  
Stock-based compensation expense 829   649   667  
Deferred income tax expense 2,864   3,120   2,600  
Bad debt expense 1,370   1,192   898  
Losses from sales of receivables 58   62   165  

Impairment expense 278   —   —  
Loss on remeasurement of disposal group held for sale —   —   9  
Changes in operating assets and liabilities
Accounts receivable ( 755 ) ( 3,088 ) ( 5,038 )
Equipment installment plan receivables ( 877 ) ( 523 ) 170  
Inventory ( 615 ) 131   197  
Operating lease right-of-use assets 3,635   3,480   3,721  
Other current and long-term assets ( 1,488 ) ( 411 ) ( 358 )
Accounts payable and accrued liabilities 1,542   ( 2,041 ) ( 1,126 )
Short- and long-term operating lease liabilities ( 3,457 ) ( 3,879 ) ( 3,785 )
Other current and long-term liabilities ( 379 ) ( 678 ) ( 839 )
Other, net 445   21   143  

Net cash provided by operating activities 27,950   22,293   18,559  
Investing activities

Purchases of property and equipment, including capitalized interest of $( 43 ), $( 34 ) and $( 104 )
( 9,955 ) ( 8,840 ) ( 9,801 )
Purchases of spectrum licenses and other intangible assets, including deposits ( 2,568 ) ( 3,471 ) ( 1,010 )
Proceeds from the sale of property, equipment and intangible assets 2,168   99   153  
Proceeds from sales of tower sites —   —   12  
Proceeds related to beneficial interests in securitization transactions —   3,579   4,816  

Acquisition of companies, net of cash acquired ( 3,523 ) ( 373 ) —  

Investments in unconsolidated affiliates, net ( 4,056 ) ( 18 ) ( 7 )
Other, net 327   ( 48 ) 8  

Net cash used in investing activities ( 17,607 ) ( 9,072 ) ( 5,829 )
Financing activities

Proceeds from issuance of long-term debt, net 12,010   8,587   8,446  

Repayments of financing lease obligations ( 1,252 ) ( 1,367 ) ( 1,227 )

Repayments of long-term debt ( 6,199 ) ( 5,073 ) ( 5,051 )

Repurchases of common stock ( 9,974 ) ( 11,228 ) ( 13,074 )
Dividends on common stock ( 4,121 ) ( 3,300 ) ( 747 )

Tax withholdings on share-based awards ( 434 ) ( 269 ) ( 297 )

Other, net ( 111 ) ( 165 ) ( 147 )

Net cash used in financing activities ( 10,081 ) ( 12,815 ) ( 12,097 )
Effect of exchange rate changes on cash and cash equivalents, including restricted cash 1   —   —  
Change in cash and cash equivalents, including restricted cash 263   406   633  
Cash and cash equivalents, including restricted cash
Beginning of period 5,713   5,307   4,674  
End of period $ 5,976   $ 5,713   $ 5,307  

The accompanying notes are an integral part of these consolidated financial statements.
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Index for Notes to the Consolidated Financial Statements

T-Mobile US, Inc.
Consolidated Statement of Stockholders’ Equity

(in millions, except share and per share amounts) Common Stock Outstanding Treasury Shares Outstanding Treasury Shares at Cost Par Value and Additional Paid-in Capital Accumulated Other Comprehensive Loss (Accumulated Deficit) Retained Earnings Total Stockholders' Equity
Balance as of December 31, 2022 1,233,960,078   22,916,449   $ ( 3,016 ) $ 73,941   $ ( 1,046 ) $ ( 223 ) $ 69,656  
Net income —  —  —  —  —  8,317   8,317  
Dividends declared ($ 0.65 per share)
—  —  —  —  —  ( 747 ) ( 747 )
Other comprehensive income —  —  —  —  82   —  82  

Stock-based compensation —  —  —  687   —  —  687  

Stock issued for employee stock purchase plan 1,771,475   —  —  210   —  —  210  
Issuance of vested restricted stock units 6,074,565   —  —  —  —  —  — 

Shares withheld related to net share settlement of stock awards and stock options ( 2,027,800 ) —  —  ( 297 ) —  —  ( 297 )

Repurchases of common stock ( 92,925,044 ) 92,925,044   ( 13,255 ) —  —  —  ( 13,255 )
SoftBank contingent shares settlement (1)
48,751,557   ( 48,751,557 ) 6,901   ( 6,849 ) —  —  52  

Other, net 202,500   6,887   ( 3 ) 13   —  —  10  
Balance as of December 31, 2023 1,195,807,331   67,096,823   ( 9,373 ) 67,705   ( 964 ) 7,347   64,715  
Net income —  —  —  —  —  11,339   11,339  
Dividends declared ($ 3.71 per share)
—  —  —  —  —  ( 4,302 ) ( 4,302 )
Other comprehensive income —  —  —  —  107   —  107  

Stock-based compensation —  —  —  619   —  —  619  

Stock issued for employee stock purchase plan 1,519,242   —  —  191   —  —  191  
Issuance of vested restricted stock units 4,740,186   —  —  —  —  —  — 

Shares withheld related to net share settlement of stock awards and stock options ( 1,552,111 ) —  —  ( 269 ) —  —  ( 269 )

Repurchases of common stock ( 59,376,922 ) 59,376,922   ( 11,206 ) —  —  —  ( 11,206 )
Ka’ena Acquisition upfront consideration 3,264,952   —  —  536   —  —  536  
Other, net 177,003   20,938   ( 5 ) 16   —  —  11  
Balance as of December 31, 2024 1,144,579,681   126,494,683   ( 20,584 ) 68,798   ( 857 ) 14,384   61,741  

Net income —  —  —  —  —  10,992   10,992  
Dividends declared ($ 3.80 per share)
—  —  —  —  —  ( 4,240 ) ( 4,240 )
Other comprehensive income —  —  —  —  9   —  9  

Stock-based compensation —  —  —  829   —  —  829  

Stock issued for employee stock purchase plan 1,150,449   —  —  214   —  —  214  
Issuance of vested restricted stock units 5,150,225   —  —  —  —  —  — 

Shares withheld related to net share settlement of stock awards and stock options ( 1,677,377 ) —  —  ( 434 ) —  —  ( 434 )
Repurchases of common stock ( 42,363,226 ) 42,363,226   ( 9,957 ) —  —  —  ( 9,957 )

Other, net 90,909   ( 14,335 ) ( 4 ) 53   —  —  49  
Balance as of December 31, 2025 1,106,930,661   168,843,574   $ ( 30,545 ) $ 69,460   $ ( 848 ) $ 21,136   $ 59,203  

(1)     Represents the issuance of the SoftBank Specified Shares pursuant to the Letter Agreement. See Note 16 – Earnings Per Share of the Notes to the Consolidated Financial Statements for more information.

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

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Index for Notes to the Consolidated Financial Statements

T-Mobile US, Inc.
Index for Notes to the Consolidated Financial Statements

Note 1
Summary of Significant Accounting Policies
63

Note 2
Business Combinations
74

Note 3
Joint Ventures
81

Note 4
Receivables and Related Allowance for Credit Losses
82

Note 5
Sales of Certain Receivables
84

Note 6
Property and Equipment
87

Note 7
Goodwill, Spectrum License Transactions and Other Intangible Assets
88

Note 8
Fair Value Measurements
91

Note 9
Debt
94

Note 10
Tower Obligations
100

Note 11
Revenue from Contracts with Customers
101

Note 12
Segment Reporting
103

Note 13
Employee Compensation and Benefit Plans
103

Note 14
Income Taxes
106

Note 15
Stockholder Return Programs
108

Note 16
Earnings Per Share
110

Note 17
Leases
111

Note 18
Commitments and Contingencies
112

Note 19
Restructuring Costs
115

Note 20
Additional Financial Information
118

Note 21
Subsequent Events
119

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Index for Notes to the Consolidated Financial Statements

T-Mobile US, Inc.
Notes to the Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

Description of Business

T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”), together with its consolidated subsidiaries, is a leading provider of wireless communications and broadband services, including voice, messaging and data, under its flagship brands, T-Mobile, Metro™ by T-Mobile (“Metro by T-Mobile”) and Mint Mobile, in the United States, Puerto Rico and the U.S. Virgin Islands. Substantially all of our revenues were earned in, and substantially all of our long-lived assets are located in, the U.S., Puerto Rico and the U.S. Virgin Islands. We provide wireless communications and broadband services primarily using our 5G technology network. We also offer a wide selection of wireless devices, including handsets, tablets and other mobile communication devices, and accessories for sale, as well as financing through equipment installment plans (“EIP”). We provide reinsurance for device insurance policies and extended warranty contracts offered to our wireless communications customers.

Basis of Presentation

The accompanying consolidated financial statements include the balances and results of operations of T-Mobile and our consolidated subsidiaries. We consolidate majority-owned subsidiaries over which we exercise control, as well as variable interest entities (“VIEs”) for which we are deemed to be the primary beneficiary and VIEs, which cannot be deconsolidated, such as those related to our Tower obligations as discussed in Note 10 – Tower Obligations . Intercompany transactions and balances have been eliminated in consolidation. Investments in entities that we do not control but have significant influence are accounted for under the equity method. We record our proportionate share of our equity method investees’ earnings (losses) within Other (expense) income, net on our Consolidated Statements of Comprehensive Income. We operate as a single operating segment.

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

Cash and Cash Equivalents

Cash equivalents consist of highly liquid money market funds and U.S. Treasury securities with remaining maturities of three months or less at the date of purchase.

Receivables and Related Allowance for Credit Losses

Accounts Receivable

Accounts receivable balances are predominantly comprised of amounts currently due from customers (e.g., for wireless communications services), device insurance administrators, wholesale partners, other carriers and third-party retail channels. Accounts receivable are presented on our Consolidated Balance Sheets at their amortized cost basis (i.e., the receivables’ unpaid principal balance (“UPB”) as adjusted for any written-off amounts relating to impairment), net of the allowance for credit losses. We have an arrangement to sell certain of our customer service accounts receivable on a revolving basis, which are treated as sales of financial assets. See Note 5 – Sales of Certain Receivables for further information.

Equipment Installment Plan Receivables

We offer certain customers the option to pay for their devices and other purchases in installments, generally over a period of 24 months, using an EIP. Installment loans acquired in the UScellular Acquisition (as defined below) are included in EIP receivables and generally have an initial term of 36 months. EIP receivables are presented on our Consolidated Balance Sheets at their amortized cost basis (i.e., the receivables’ UPB as adjusted for any written-off amounts due to impairment and unamortized discounts), net of the allowance for credit losses. At the time of an installment sale, we impute a discount for interest if the term exceeds 12 months as there is no stated rate of interest on the receivables. The receivables are recorded at their present value, which is determined by discounting expected future cash payments at the imputed interest rate. This adjustment results in a discount or reduction in the transaction price of the contract with a customer, which is allocated to the
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Index for Notes to the Consolidated Financial Statements

performance obligations of the arrangement such as Service and Equipment revenues on our Consolidated Statements of Comprehensive Income. The imputed discount rate reflects a current market interest rate and includes a component for estimated credit risk underlying the EIP receivable, reflecting the estimated credit worthiness of the customer. The imputed discount on receivables is amortized over the financed installment term using the effective interest method and recognized as Other revenues on our Consolidated Statements of Comprehensive Income.

The current portion of the EIP receivables is included in Equipment installment plan receivables, net and the long-term portion of the EIP receivables is included in Equipment installment plan receivables due after one year, net on our Consolidated Balance Sheets. We have an arrangement to sell certain EIP receivables on a revolving basis, which are treated as sales of financial assets. See Note 5 – Sales of Certain Receivables for further information. Additionally, certain of our EIP receivables included on our Consolidated Balance Sheets secure our asset-backed notes (“ABS Notes”). See Note 9 – Debt for further information.

Allowance for Credit Losses

We maintain an allowance for credit losses by applying an expected credit loss model. Each period, management assesses the appropriateness of the level of allowance for credit losses by considering credit risk inherent within each portfolio segment (i.e., accounts receivable and EIP receivable portfolio segments) as of period end. Each portfolio segment is comprised of pools of receivables that are evaluated collectively based on similar risk characteristics. Our allowance levels consider estimated credit risk over the contractual life of the receivables and are influenced by receivable volumes, receivable delinquency status, historical loss experience and other conditions that affect loss expectations, such as changes in credit and collections policies and forecasts of macroeconomic conditions. While we attribute portions of the allowance to our respective portfolio segments, the entire allowance is available to credit losses related to the total receivable portfolio.

We consider a receivable past due and delinquent when a customer has not paid us by the contractually specified payment due date. Account balances are written off against the allowance for credit losses if collection efforts are unsuccessful and the receivable balance is deemed uncollectible (customer default), based on factors such as customer credit ratings as well as the length of time the amounts are past due.

If there is a deterioration of our customers’ financial condition or if future actual default rates on receivables in general differ from those currently anticipated, we will adjust our allowance for credit losses accordingly.

Inventories

Inventories consist primarily of wireless devices and accessories, which are valued at the lower of cost or net realizable value. Cost is determined using standard cost, which approximates average cost. Shipping and handling costs paid to wireless device and accessories vendors as well as costs to refurbish used devices are included in the standard cost of inventory. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of disposal and transportation. We record inventory write-downs to net realizable value for obsolete and slow-moving items based on inventory turnover trends and historical experience.

Recourse Guarantee Liabilities and Deferred Purchase Price Assets

In connection with the sales of certain service and EIP accounts receivable pursuant to the sale arrangements, we have recourse guarantee liabilities, beginning on November 1, 2024, and deferred purchase price assets, prior to November 1, 2024, measured at fair value that are based on a discounted cash flow model using unobservable Level 3 inputs, including estimated customer default rates and credit worthiness. See Note 5 – Sales of Certain Receivables for further information.

Long-Lived Assets

Long-lived assets include assets that do not have indefinite lives, such as property and equipment and certain intangible assets.

Property and Equipment

Property and equipment consists of buildings and equipment, including certain network server equipment, wireless communications systems, leasehold improvements, capitalized software, leased wireless devices and construction in progress. Wireless communications systems include assets to operate our wireless network and information technology data centers, including tower assets, leasehold improvements and asset retirement costs. Leasehold improvements include asset improvements other than those related to the wireless network.
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Index for Notes to the Consolidated Financial Statements

Property and equipment are recorded at cost less accumulated depreciation and impairments, if any, in Property and equipment, net on our Consolidated Balance Sheets. We generally depreciate property and equipment over the period the property and equipment provide economic benefit using the straight-line method. Depreciable life studies are performed periodically to confirm the appropriateness of depreciable lives for certain categories of property and equipment. These studies take into account actual usage, physical wear and tear, replacement history and assumptions about technology evolution. When these factors indicate the useful life of an asset is different from the previous assessment, the remaining book value is depreciated prospectively over the adjusted remaining estimated useful life. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease term.

Costs of major replacements and improvements are capitalized. Repair and maintenance expenditures which do not enhance or extend the asset’s useful life are charged to operating expenses as incurred. Construction costs, labor and overhead incurred in the expansion or enhancement of our wireless network are capitalized. Capitalization commences with pre-construction period administrative and technical activities, which include obtaining zoning approvals and building permits, and ceases at the point at which the asset is ready for its intended use. We capitalize interest associated with the acquisition or construction of certain property and equipment. Capitalized interest is reported as a reduction in interest expense and depreciated over the useful life of the related asset.

We record an asset retirement obligation for the estimated fair value of legal obligations associated with the retirement of tangible long-lived assets and a corresponding increase in the carrying amount of the related asset in the period in which the obligation is incurred. In periods subsequent to initial measurement, we recognize changes in the liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate. Over time, the liability is accreted to its present value and the capitalized cost is depreciated over the estimated useful life of the asset. Our obligations relate primarily to certain legal obligations to remediate leased property on which our network infrastructure and administrative assets are located.

We capitalize certain costs incurred in connection with developing or acquiring internal use software. Capitalization of software costs commences once the final selection of the specific software solution has been made and management authorizes and commits to funding the software project and ceases once the project is ready for its intended use. Capitalized software costs are included in Property and equipment, net on our Consolidated Balance Sheets and are amortized on a straight-line basis over the estimated useful life of the asset. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Other Intangible Assets

Intangible assets that do not have indefinite useful lives are amortized over their estimated useful lives.

Customer relationships are amortized using the sum-of-the-years digits method. The remaining finite-lived intangible assets are amortized using the straight-line method.

See Note 7 - Goodwill, Spectrum License Transactions and Other Intangible Assets for further information.

Impairment

We assess potential impairments to our long-lived assets when events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If any indicators of impairment are present, we test recoverability. The carrying value of a long-lived asset or asset group is not recoverable if the carrying value exceeds the sum of the estimated undiscounted future cash flows expected to be generated from the use and eventual disposition of the asset or asset group. If the estimated undiscounted future cash flows do not exceed the asset or asset group’s carrying amount, then an impairment loss is recorded, measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its estimated fair value.

See Note 6 - Property and Equipment for further information.

Business Combinations

Assets acquired and liabilities assumed as part of a business combination are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of
65

Index for Notes to the Consolidated Financial Statements

future revenues and expenses associated with an asset or liability. See Note 2 – Business Combinations for further discussion of our acquisitions.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill

Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination and is assigned at the reporting unit level. We identify our reporting units at the level of our Wireless operating segment or one level below.

Spectrum Licenses

Spectrum licenses are carried at costs incurred to acquire the spectrum licenses and the costs to prepare the spectrum licenses for their intended use, such as costs to clear acquired spectrum licenses. The FCC issues spectrum licenses which provide us with the exclusive right to utilize designated radio frequency spectrum within specific geographic service areas to provide wireless communications services. Spectrum licenses are issued for a fixed period of time, typically up to 15 years; however, the FCC has granted license renewals routinely and at a nominal cost. The spectrum licenses acquired expire at various dates and we believe we will be able to meet all requirements necessary to secure renewal of our spectrum licenses at a nominal cost. Moreover, we determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of our spectrum licenses. The utility of radio frequency spectrum does not diminish while activated on our network nor does it otherwise deteriorate over time. Therefore, we determined the spectrum licenses should be treated as indefinite-lived intangible assets.

At times, we enter into agreements to sell or exchange spectrum licenses. Upon entering into a sale or exchange arrangement, if the transaction has been deemed to have commercial substance and the spectrum licenses meet the held for sale criteria, the licenses are classified as held for sale at their carrying value, as adjusted for any impairment recognized, included in Other current assets or Other assets on our Consolidated Balance Sheets until approval and completion of the sale or an exchange. Upon closing of the transaction, spectrum licenses acquired as part of an exchange of nonmonetary assets are recorded at fair value and the difference between the fair value of the spectrum licenses obtained, carrying value of the spectrum licenses transferred and cash paid, if any, is recognized as a gain or loss on disposal of spectrum licenses included in Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income. Our fair value estimates of spectrum licenses are based on information for which there is little or no observable market data. If the transaction lacks commercial substance or the fair value is not measurable, the acquired spectrum licenses are recorded at our carrying value of the spectrum assets transferred or exchanged.

We have lease agreements (the “Agreements”) with various educational and non-profit institutions that provide us with the right to use Federal Communications Commission (“FCC”) spectrum licenses (known as “Educational Broadband Services” or “EBS” spectrum) in the 2.5 GHz band. The Agreements are typically for terms of five to 10 years with automatic renewal provisions, bringing the total term of the Agreements up to 30 years. A majority of the Agreements include a right of first refusal to acquire, lease or otherwise use the license at the end of the automatic renewal periods.

Leased FCC spectrum licenses are recorded as executory contracts, and contractual lease payments are recognized on a straight-line basis over the remaining term of the arrangement, including renewals, and are presented in Cost of services on our Consolidated Statements of Comprehensive Income.

The spectrum licenses we hold plus the spectrum leases enhance the overall value of our spectrum licenses as the collective value is higher than the value of individual bands of spectrum within a specific geography. This value is derived from the ability to provide wireless service to customers across large geographic areas and maintain the same or similar wireless connectivity quality. This enhanced value from combining owned and leased spectrum licenses is referred to as an aggregation premium.

The aggregation premium is a component of the overall fair value of our owned FCC spectrum licenses.

Impairment

We assess the carrying value of our goodwill and other indefinite-lived intangible assets, such as our spectrum license portfolio, for potential impairment annually as of December 31 or more frequently, if events or changes in circumstances indicate such assets might be impaired.
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Index for Notes to the Consolidated Financial Statements

We test goodwill on a reporting unit basis by comparing the estimated fair value of the reporting unit to its book value. If the fair value of the reporting unit exceeds the book value, then no impairment is measured.

When assessing goodwill for impairment we may elect to first perform a qualitative assessment to determine if the quantitative impairment test is necessary. If we do not perform a qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we perform a quantitative test. We recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. We employ a qualitative approach to assess our reporting units. The fair value of each reporting unit is determined using both a market approach and an income approach. We utilize market capitalization, discounted cash flow model and a market multiples approach to estimate the fair value of our reporting units. We recognize that the market capitalization of T-Mobile and the trading multiples of the comparable public companies are subject to volatility and will monitor changes in market capitalization and the trading multiples of the comparable public companies to determine whether declines, if any, necessitate an interim impairment review. In the event market capitalization or the indicated value from market multiples of comparable public companies indicate a decline in fair value below the carrying value of each reporting unit, we will consider the length, severity and reasons for the decline when assessing whether potential impairment exists, including considering whether a control premium should be added to the market capitalization. We believe short-term fluctuations in share price may not necessarily reflect the underlying aggregate fair value. No events or changes in circumstances have occurred that indicate the fair value of our reporting units may be below their carrying amount at December 31, 2025.

We test our spectrum licenses for impairment on an aggregate basis, consistent with our management of the overall business at a national level. We may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an intangible asset is less than its carrying value. If we do not perform the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of the intangible asset is less than its carrying amount, we calculate the estimated fair value of the intangible asset. If the estimated fair value of the spectrum licenses is lower than their carrying amount, an impairment loss is recognized for the difference. We employ the qualitative method.

We estimate fair value of spectrum licenses using the Greenfield methodology and comparable market transactions. The Greenfield methodology values the spectrum licenses by calculating the cash flow generating potential of a hypothetical start-up company that goes into business with no assets except for the asset to be valued (in this case, spectrum licenses) and makes investments required to build an operation comparable to current use. The value of the spectrum licenses is the present value of the cash flows of this hypothetical start-up company. We base the assumptions underlying the Greenfield methodology on a combination of market participant data and our historical results, trends and business plans. Future cash flows in the Greenfield methodology are based on estimates and assumptions of market participant revenues, EBITDA margin, network build-out period and a long-term growth rate for a market participant. The cash flows are discounted using a weighted-average cost of capital. Where market data is available, we also incorporate indicated spectrum license values using a market multiple approach. No events or change in circumstances have occurred that indicate the fair value of the Spectrum licenses may be below their carrying amount at December 31, 2025.

The valuation approaches utilized to estimate fair value for the purposes of the impairment tests of goodwill and spectrum licenses may require that management make difficult, subjective and complex judgments about matters that are inherently uncertain. If actual results or future expectations are not consistent with the assumptions used in our estimate of fair value, it may result in the recording of significant impairment charges on goodwill or spectrum licenses. The most significant assumptions within the valuation models are the discount rate based on the weighted-average cost of capital, revenues, EBITDA margins, capital expenditures and long-term growth rate.

For more information regarding our impairment assessments of indefinite-lived intangible assets, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets .

Equity Method Investments

Investments in entities that we do not control but have significant influence are accounted for under the equity method. We record our proportionate share of our equity method investees’ earnings (losses) within Other (expense) income, net on our Consolidated Statements of Comprehensive Income.

Impairment

For our equity method investments, we perform a qualitative assessment for impairment quarterly or whenever significant events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. We consider
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Index for Notes to the Consolidated Financial Statements

whether impairment indicators exist by evaluating the companies' financial and liquidity position and access to capital resources, among other indicators. If a qualitative assessment indicates that the investment may be impaired, we prepare a quantitative assessment of the fair value of the investment using a market approach or an income approach.

In the event the estimated fair value of an investment declines below the carrying value and we determine the decline in fair value is other than temporary, an impairment charge is recorded, measured as the amount by which the carrying amount of the investment exceeds its estimated fair value.

Fair Value Measurements

We carry certain assets and liabilities at fair value. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows:

Level 1       Quoted prices in active markets for identical assets or liabilities;
Level 2       Observable inputs other than the quoted prices in active markets for identical assets and liabilities; and
Level 3       Unobservable inputs for which there is little or no market data, which require us to develop assumptions of what market participants would use in pricing the asset or liability.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities being measured within the fair value hierarchy.

The carrying values of Cash and cash equivalents, Accounts receivable and Accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. The carrying values of EIP receivables approximate fair value as the receivables are generally recorded at their present value using an imputed interest rate. With the exception of certain long-term fixed-rate debt, there were no financial instruments with a carrying value materially different from their fair value. See Note 8 – Fair Value Measurements for a comparison of the carrying values and fair values of our short-term and long-term debt.

Foreign Currency Transactions

As of December 31, 2025, we held € 4.8  billion of euro (“EUR”) denominated debt, which is subject to foreign currency exchange rate fluctuations. T-Mobile’s functional currency is the U.S. dollar (“USD”). Each period, we convert activity and balances in EUR into USD using average exchange rates for the period for income statement amounts and using end-of-period or spot exchange rates for assets and liabilities. We record transaction gains and losses resulting from the conversion of transaction currency to functional currency as a component of Other (expense) income, net on our Consolidated Statements of Comprehensive Income.

Derivative and Hedging Instruments

The Company manages its exposure to foreign exchange rates and interest rates through a risk management program that includes the use of derivative financial instruments, including cross-currency swaps. We designate certain derivatives as accounting hedge relationships. We do not hold derivatives for trading or speculative purposes.

We record derivatives on our Consolidated Balance Sheets and recognize them as either assets or liabilities at fair value. Fair value is derived primarily from observable market data, and our derivatives are classified as Level 2 in the fair value hierarchy.

Cash flows associated with qualifying hedge derivative instruments are presented in the same category on our Consolidated Statements of Cash Flows as the item being hedged. For fair value hedges, other than foreign currency hedges, the change in the fair value of the derivative instruments is recognized in earnings through the same income statement line item as the change in the fair value of the hedged item. For cash flow hedges, as well as fair value foreign currency hedges, the change in the fair value of the derivative instruments is reported in Accumulated other comprehensive loss and recognized in earnings when the hedged item is recognized in earnings, again, through the same income statement line item.

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Index for Notes to the Consolidated Financial Statements

Revenue Recognition

We primarily generate our revenue from providing wireless communications services and selling devices and accessories to customers. Our contracts with customers may involve more than one performance obligation, which include wireless services, wireless devices or a combination thereof, and we allocate the transaction price between each performance obligation based on its relative standalone selling price.

Wireless Communications Services Revenue

We generate our wireless communications services revenues from providing access to, and usage of, our wireless communications network. Service revenues also include revenues earned for providing premium services to customers, such as device insurance services. Generally, service contracts are billed monthly in advance of services being transferred or are prepaid. Service revenue is recognized as we satisfy our performance obligation to transfer service to our customers. We typically satisfy our stand-ready performance obligations, including unlimited wireless services, evenly over the contract term as services are transferred to our customers.

The enforceable duration of our postpaid service contracts with customers is typically one month . However, promotional EIP bill credits offered to a customer on an equipment sale that are paid over time and are contingent on the customer maintaining a service contract may result in an extended service contract based on whether a substantive penalty is deemed to exist.

Revenue is recorded net of costs paid to a third party for performance obligations where we facilitate an arrangement for the other party to transfer goods or services to our customer (i.e., when we are acting as an agent). For example, performance obligations relating to services provided by third-party content providers where we neither control a right to the content provider’s service nor control the underlying service itself are presented net.

Consideration payable to a customer is treated as a reduction of the total transaction price, unless the payment is in exchange for a distinct good or service, such as certain commissions paid to dealers, in which case the payment is treated as a purchase of that distinct good or service.

Federal Universal Service Fund (“USF”) and state USF fees are assessed to T-Mobile by various governmental authorities in connection with the services we provide to our customers and are included in Cost of services. When we separately bill and collect these regulatory fees from customers, they are recorded gross in Total service revenues on our Consolidated Statements of Comprehensive Income. For the years ended December 31, 2025, 2024 and 2023, we recorded approximately $ 400  million, $ 386  million and $ 317  million, respectively, of USF fees on a gross basis.

We have made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed to the customer by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer on behalf of the taxing agency (e.g., sales, use, value added, and some excise taxes).

Equipment Revenues

We generate equipment revenues from the sale of mobile communication devices and accessories. Equipment revenues related to device and accessory sales are typically recognized at a point in time when control of the device or accessory is transferred to the customer or dealer. We have elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities, as opposed to performance obligations. We estimate variable consideration (e.g., device returns or certain payments to indirect dealers) primarily based on historical experience. Equipment sales for which we determine it is not probable that we will collect substantially all of the transaction price are generally recorded as payments are received. Our assessment of collectibility considers contract terms such as down payments that reduce our exposure to credit risk.

We offer certain customers the option to pay for devices and accessories in installments using an EIP. This financing option is provided at a stated interest of zero and is typically over a 24 -month period. We recognize as a reduction of the total transaction price the effects of a financing component in contracts via the imputation of interest when customers purchase their devices and accessories on an EIP, including those financing components that are not considered to be significant to the contract. However, we have elected the practical expedient of not recognizing the effects of a significant financing component for contracts where we expect, at contract inception, that the period between the transfer of a performance obligation to a customer and the customer’s payment for that performance obligation will be one year or less.

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Index for Notes to the Consolidated Financial Statements

Imputed Interest on EIP Receivables

For EIP with a duration greater than one year, we record the effects of financing via the imputation of interest. This is performed on all such EIP receivables regardless as to whether or not the financing is considered to be significant. The imputation of interest results in a discount of the EIP receivable, thereby adjusting the transaction price of the contract with the customer, which is then allocated to the performance obligations of the arrangement.

Judgment is required to determine the imputed interest rate. For EIP sales, the imputed rate used to adjust the transaction price reflects current market interest rates, including the estimated credit risk of the underlying customers. Customer credit behavior is inherently uncertain. See “Receivables and Related Allowance for Credit Losses” above, for additional discussion on how we assess credit risk.

Contract Balances

Generally, our devices and service plans are available at standard prices, which are maintained on price lists and published on our website and/or within our retail stores.

For contracts that involve more than one product or service that are identified as separate performance obligations, the transaction price is allocated to the performance obligations based on their relative standalone selling prices. The standalone selling price is the price at which we would sell the good or service separately, on a standalone basis, to similar customers in similar circumstances.

A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional.

When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations.

Contract assets are included in Other current assets and Other assets and contract liabilities are included in Deferred revenue on our Consolidated Balance Sheets. See Note 11 – Revenue from Contracts with Customers for further information.

Contract Modifications

Our service contracts allow customers to frequently modify their contracts without incurring penalties, in many cases. For contract modifications, we evaluate the change in scope or price of the contract to determine if the modification should be treated as a separate contract, as if there is a termination of the existing contract and creation of a new contract, or if the modification should be considered a change associated with the existing contract. We typically do not have significant impacts from contract modifications.

Contract Costs

We incur certain incremental costs to obtain a contract that we expect to recover, such as sales commissions. We record an asset when these incremental costs to obtain a contract are incurred and amortize them on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. We capitalize postpaid sales commissions for service activation as costs to acquire a contract and amortize them on a straight-line basis over the estimated period of benefit, currently 24 months.

For capitalized contract costs, determining the amortization period over which such costs are recognized as well as assessing the indicators of impairment requires judgment. Prepaid commissions are expensed as incurred as their estimated period of benefit does not extend beyond 12 months. Commissions paid upon device upgrade are not capitalized if the remaining customer contract is less than one year.

Incremental costs to obtain equipment contracts (e.g., commissions paid on device and accessory sales) are recognized when the equipment is transferred to the customer. See Note 11 – Revenue from Contracts with Customers for further information.

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Index for Notes to the Consolidated Financial Statements

Leases

Cell Site, Retail Store and Office Facility Leases

We are a lessee for non-cancelable operating and financing leases for cell sites, switch sites, retail stores, network equipment and office facilities. We recognize a right-of-use asset and lease liability for operating leases based on the net present value of future minimum lease payments. The right-of-use asset for an operating lease is based on the lease liability. Lease expense is recognized on a straight-line basis over the non-cancelable lease term and renewal periods that are considered reasonably certain.

In addition, we have financing leases for certain network equipment. We recognize a right-of-use asset and lease liability for financing leases based on the net present value of future minimum lease payments. The right-of-use asset for a finance lease is based on the lease liability. Expense for our financing leases is comprised of the amortization expense associated with the right-of-use asset and interest expense recognized based on the effective interest method.