8-K – 2025-10-09 – ny20056240x4_8k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 9, 2025

T-MOBILE US, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-33409

20-0836269

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

12920 SE 38th Street

Bellevue , Washington

 

 

98006-1350

(Address of principal executive offices)

 
(Zip Code)

 

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

 

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

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

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

 

TMUS

 

The NASDAQ Stock Market LLC

3.550% Senior Notes due 2029

 

TMUS29

 

The NASDAQ Stock Market LLC

3.700% Senior Notes due 2032

 

TMUS32

 
The NASDAQ Stock Market LLC

3.150% Senior Notes due 2032

 

TMUS32A

 

The NASDAQ Stock Market LLC

3.850% Senior Notes due 2036

 

TMUS36

 

The NASDAQ Stock Market LLC

3.500% Senior Notes due 2037

 

TMUS37

 

The NASDAQ Stock Market LLC

3.800% Senior Notes due 2045

 

TMUS45

 

The NASDAQ Stock Market LLC

6.250% Senior Notes due 2069

 

TMUSL

 

The NASDAQ Stock Market LLC

5.500% Senior Notes due March 2070

 

TMUSZ

 

The NASDAQ Stock Market LLC

5.500% Senior Notes due June 2070

 

TMUSI

 

The NASDAQ Stock Market LLC

 

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

 

Emerging growth company  ☐

 

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

Item 8.01.

Other Events.

 

On October 9, 2025, T-Mobile USA, Inc. (“ T-Mobile USA ”), a direct, wholly-owned subsidiary of T-Mobile US, Inc. (the “ Company ”), closed
an underwritten public offering of $800 million in aggregate principal amount of its 4.625% Senior Notes due 2033 (the “ 2033 Notes ”), $1.0 billion in aggregate principal amount of its 4.950% Senior Notes due 2035 (the “ 2035 Notes ”) and
$1.0 billion in aggregate principal amount of its 5.700% Senior Notes due 2056 (the “ 2056 Notes ” and, together with the 2033 Notes and the 2035 Notes, the “ Notes ”) pursuant to an underwriting agreement, dated October 6, 2025 (the “ Underwriting

Agreement ”), with the several underwriters named in Schedule 1 thereto, for which Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC acted as representatives. The Notes were issued
pursuant to an Indenture, dated as of September 15, 2022 (the “ Base Indenture ”), among T-Mobile USA, the Company and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”), as amended and supplemented by (i) a Thirty-Fourth
Supplemental Indenture, dated as of October 9, 2025 (the “ Thirty-Fourth Supplemental Indenture ”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2033 Notes, (ii) a Thirty-Fifth
Supplemental Indenture, dated as of October 9, 2025 (the “ Thirty-Fifth Supplemental Indenture ”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2035 Notes and (iii) a Thirty-Sixth
Supplemental Indenture, dated as of October 9, 2025 (the “ Thirty-Sixth Supplemental Indenture ”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2056 Notes (the Base Indenture, as
amended and supplemented by each of the Thirty-Fourth Supplemental Indenture, the Thirty-Fifth Supplemental Indenture and the Thirty-Sixth Supplemental Indenture, each an “ Indenture ” and, collectively, the “ Indentures ”). The offering of
the Notes was registered pursuant to an automatic shelf registration statement on Form S-3 that the Company, T-Mobile USA and certain guarantors filed with the SEC on May 1, 2023, as amended (File No. 333-271553).

 

The net proceeds from the sale of the Notes are expected to be used for refinancing existing indebtedness on an ongoing basis, or other general
corporate purposes.

 

T-Mobile USA’s obligations under the Notes will be guaranteed on a senior unsecured basis initially by the Company and certain wholly-owned
subsidiaries, subject to release under the conditions provided in the Indenture.

 

The above description of the Underwriting Agreement and the Indentures is a summary only and is subject to, and qualified entirely by, the Underwriting
Agreement, the Base Indenture, the Thirty-Fourth Supplemental Indenture, the Thirty-Fifth Supplemental Indenture and the Thirty-Sixth Supplemental Indenture, which are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4,
respectively, to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

 

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

 

(d) Exhibits:

 

Exhibit No.

Description

1.1

Underwriting Agreement, dated October 6, 2025, among T‑Mobile USA, Inc., the Company, the
other guarantors party thereto and the several underwriters named in Schedule 1 thereto, for which Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC acted as representatives.

4.1

Indenture, dated as of September 15, 2022, by and among T‑Mobile USA, Inc., the Company and Deutsche Bank Trust Company
Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 15, 2022).

4.2

Thirty-Fourth Supplemental Indenture, dated as of October 9, 2025, by and
among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.625% Senior Note due 2033.

4.3

Thirty-Fifth Supplemental Indenture, dated as of October 9, 2025, by and among
T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.950% Senior Note due 2035.

4.4

Thirty-Sixth Supplemental Indenture, dated as of October 9, 2025, by and among
T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.700% Senior Note due 2056.

5.1

Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

5.2

Opinion of Ryan Brady, Esq.

23.1

Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).

23.2

Consent of Ryan Brady, Esq. (included in Exhibit 5.2).

99.1

Press release entitled “T-Mobile Announces Proposed Public Offering of Senior Notes.”

99.2

Press release entitled “T-Mobile Agrees to Sell $2.8   Billion

of Senior Notes.”

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

 

T-MOBILE US, INC.

 

 
 
 

October 9 ,
2025

/s/ Peter Osvaldik

 

 

Name:

Peter Osvaldik
 

 

Title:

Executive Vice President and Chief Financial Officer