What changed in this filing

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Item 1. Business

2026-02-11 compared with 2025-01-31 · 66 added, 83 removed, 125 unchanged (54% of the section changed)

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Un-carrier Strategy

As America’s supercharged Un-carrier, we have disrupted the wireless communications services industry by actively engaging with and listening to our customers and focusing on eliminating their pain points.

Our customers benefit from what we believe is an unmatched combination of value and network quality, unwavering focus on offering them the best possible service experience and undisputable drive for disruptive innovation in wireless and beyond.

This includes providing added value and what we believe is an exceptional experience while implementing signature Un-carrier initiatives that have changed the wireless industry.

As America’s supercharged Un-carrier, we have disrupted the telecommunications industry by actively engaging with and listening to our customers and focusing on eliminating their pain points.

Our customers benefit from what we believe is an unmatched combination of the best value and best network, alongside an unwavering focus on offering them the best possible service experience and an undisputable drive for disruptive innovation in wireless and beyond.

This includes providing added value and what we believe is an exceptional experience while implementing signature Un-carrier initiatives that have changed the industry.

We ended annual service contracts, overages, unpredictable international roaming fees and data buckets, among other things.

We are inspired by a relentless focus on customer experience, consistently delivering award-winning customer experience, which drives our customer satisfaction levels while enabling operational efficiencies.

With what we believe is America’s largest, fastest, most awarded and most advanced 5G network, the Un-carrier strives to offer customers unrivaled coverage and capacity where they live, work and travel.

With what we believe is America’s best network, with the largest, fastest, most awarded and most advanced 5G network, the Un-carrier strives to offer customers unrivaled coverage and capacity where they live, work and travel.

We believe our network is the foundation of our success and powers everything we do.

Our dense and multi-layer network provides an unmatched 5G and overall network experience to our customers, which consists of our foundational layer of low-band, our mid-band and our millimeter-wave (“mmWave”) spectrum licenses (see “Spectrum Position” below).

Our dense and multi-layer network provides an unmatched 5G and overall network experience to our customers, which consists of our foundational layer of low-band, mid-band and millimeter-wave (“mmWave”) spectrum licenses (see “Spectrum Position” below).

This multilayer portfolio of spectrum broadens and deepens our nationwide 5G network, enabling accelerated innovation and increased competition in the U.S.

wireless and broadband industries.

wireless telecommunications industry.

We continue to expand the footprint and improve the quality of our network, enabling us to provide what we believe are outstanding wireless experiences for customers who should not have to compromise on quality and value.

Our network allows us to deliver new, innovative products and services, such as our High Speed Internet fixed wireless product, with the same customer experience focus and industry-disrupting mindset that we have adopted in our attempt to redefine the wireless communications services industry in the United States in the customers’ favor.

Our network allows us to deliver new, innovative products and services, such as our 5G broadband fixed wireless product, with the same customer experience focus and industry-disrupting mindset that we have adopted in our journey to redefine wireless communications services in the United States in the customers’ favor.

As part of our relentless, customer-first focus, we are transforming into an AI-enabled, data-informed, digital-first organization to continue delivering differentiated experiences to our customers.

Leveraging the latest AI technology and digital capabilities, we are pioneering new approaches to serving customers with a platform to better anticipate and proactively solve their issues, offering personalized self-service options and taking authorized actions on their behalf, while simultaneously creating large-format customer experience stores for customers looking for an immersive experience, and increasing investment in domestic customer care.

Our comprehensive T-Life app will further allow us to tap into customer preferences and radically simplify customer experiences in the future.

Our comprehensive T-Life app is radically simplifying customer experiences with upgrades, add-a-line, and switching transactions all available at customers’ fingertips, allowing customers and prospects to transact with us wherever and whenever they want.

Our Operations

As of December 31, 2024, we provide wireless communications services to 129.5 million postpaid and prepaid customers and generate revenue by providing affordable wireless communications services to these customers, as well as a wide selection of wireless devices and accessories.

As of December 31, 2025, we provide wireless communications and broadband services to 142.4 million postpaid and prepaid customers and generate revenue by providing affordable wireless communications and broadband services to these customers, as well as a wide selection of wireless devices and accessories.

We also provide wholesale wireless services to various partners, who then offer the services for sale to their customers.

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Services and Products

We provide wireless communications services through a variety of service plan options.

We also offer for sale to customers a wide selection of wireless devices, including smartphones, wearables, tablets, home broadband routers and other mobile communication devices that are manufactured by various suppliers.

Our most popular service plan offering is Go5G Plus, which includes unlimited talk, text and data on our network, 5G access at no extra cost, scam protection features, access to the same device offers as new customers and more.

We also offer an Essentials rate plan for customers who want the basics at a lower price point, specific rate plans to qualifying customers, including Military and Veterans, First Responder and 55+, as well as Go5G and Go5G Next plans to deliver a full suite of plans that provide customers the features that meet their lifestyle and daily needs.

We provide wireless communications and broadband services through a variety of service plan options.

We also offer for sale to customers a wide selection of wireless devices, including smartphones, wearables, tablets, 5G broadband gateways and other mobile communication devices that are manufactured by various suppliers.

We offer a full suite of service plans that provide customers with the features that meet their lifestyle and daily needs.

Our most popular current service plan offerings are our premium Experience plans, including Experience More and Experience Beyond, which include unlimited talk, text and data on our network, 5G access at no extra cost, scam protection features, popular streaming subscriptions, in-flight Wi-Fi, access to the same device offers as new customers and more.

We also offer an Essentials rate plan for customers who want the basics at a lower price point, and specific rate plans to qualifying customers, including Military and Veterans, First Responder and 55+.

At the time of device purchase, qualified customers can finance all or a portion of the individual device or accessory purchase price over an installment period, generally of 24 months, using an equipment installment plan (“EIP”).

In addition to our wireless communications services, we offer High Speed Internet, which includes a fixed wireless product that utilizes the excess capacity of our nationwide 5G network.

Our fixed wireless product is available to tens of millions of domestic households where we currently have excess network capacity, providing, for some consumers, an alternative to traditional landline internet or broadband service providers and expanding access to and choice for some consumers.

With our High Speed Internet plan, customers can access the internet without worrying about annual service contracts, data overages or hidden fees.

We also provide products and services that are complementary to our wireless communications services, including device protection, financial services and advertising.

We provide wireless communications services to a variety of customers needing connectivity, but focus primarily on two categories of customers:

• Postpaid customers generally are qualified to pay after receiving wireless communications services utilizing phones, High Speed Internet modems, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and internet of things (“IoT”)).

In addition to our wireless communications services, we offer complementary broadband services including 5G broadband, which is a fixed wireless product available to tens of millions of domestic households utilizing the excess capacity of our nationwide 5G network, and fiber, expanding broadband access and choices for some consumers.

With our 5G broadband and fiber plans, customers can access the internet without worrying about annual service contracts, data overages or hidden fees.

We also provide products and services that are complementary to our wireless communications and broadband services, including device protection, financial services and advertising.

We provide wireless communications and broadband services to a variety of customers needing connectivity, but focus primarily on two categories of customers:

• Postpaid customers generally are qualified to pay after receiving service utilizing phones, 5G broadband gateways, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and internet of things (“IoT”)).

We serve consumers as well as business customers, who are provided services under the T-Mobile for Business brand.

• Prepaid customers generally pay for wireless communications services in advance.

• Prepaid customers generally pay for service in advance.

We serve prepaid customers under the T-Mobile, Metro by T-Mobile, Mint Mobile and Ultra Mobile brands.

We provide Machine-to-Machine (“M2M”) and Mobile Virtual Network Operator (“MVNO”) customers access to our network.

We also provide Machine-to-Machine (“M2M”) and Mobile Virtual Network Operator (“MVNO”) customers access to our network.

This access and the customer relationship are managed by wholesale partners, with whom we have commercial agreements permitting them to sell services utilizing our network.

We generate the majority of our service revenues by providing wireless communications services to postpaid and prepaid customers.

We generate the majority of our service revenues by providing wireless communications and broadband services to postpaid and prepaid customers.

Our ability to attract and retain postpaid and prepaid customers is important to our business in the generation of service revenues, equipment revenues and other revenues.

In 2024, our service revenues generated by providing wireless communications services by customer category were:

In 2025, our service revenues generated by providing wireless communications and broadband services by customer category were:

• 81% Postpaid customers;

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Network Strategy

Utilizing our multilayer spectrum portfolio, our mission is to become “Famous for Network.” We have deployed low-band, mid-band and mmWave spectrum dedicated for 5G across our dense and broad network to create what we believe is America’s largest, fastest, most awarded and most advanced 5G network.

Utilizing our multilayer spectrum portfolio, our mission is to become “Famous for Network” and we have been recognized by third parties for having America’s best network.

We have deployed low-band, mid-band and mmWave spectrum dedicated for 5G across our dense and broad network to create what we believe is America’s largest, fastest, most awarded and most advanced 5G network.

We believe our spectrum position and focus on technology leadership will continue to drive network differentiation.

Our innovative Customer-Driven Coverage (“CDC”) approach to network investments, and leadership in deploying the latest network technologies including Massive Multiple-input/multiple-out (“Massive MIMO”), Voice over New Radio (“VoNR”), four-carrier and higher order aggregation, dynamic network slicing and the U.S.’s first broad deployment of 5G Advanced, are

enabled by our scaled nationwide 5G standalone network.

Our innovative Customer-Driven Coverage (“CDC”) approach to network investments, and leadership in deploying the latest network technologies including Massive Multiple-input Multiple-output (“Massive MIMO”), Voice over New Radio (“VoNR”), Low Latency, Low Loss, Scalable Throughput (“L4S”), four-carrier and higher order aggregation, dynamic network slicing and the U.S.’s first broad deployment of 5G Advanced, are enabled by our scaled nationwide 5G standalone network.

We are also part of an alliance working to bring Radio Access Network (“RAN”) and AI innovation closer together to deliver transformational network experiences in the future.

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• An average of 27 MHz in the C-band.

• We controlled an average of 1,033 GHz of combined mmWave spectrum licenses.

• We controlled an average of 1,059 GHz of combined mmWave spectrum licenses as of December 31, 2025.

• In September 2023, we entered into a License Purchase Agreement with Comcast Corporation and its affiliate, Comcast OTR1, LLC (together with Comcast Corporation, “Comcast”) pursuant to which we will acquire spectrum in the 600 MHz band in exchange for total cash consideration of between $1.2 billion and $3.3 billion.

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See Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for additional details.

• 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.

See Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for additional details.

• We plan to evaluate future spectrum purchases in future auctions and secondary market opportunities to further augment or refine our current spectrum position.

• As of December 31, 2024, we had equipment deployed on approximately 82,000 macro cell sites and 52,000 small cell/distributed antenna system sites across our network.

The wireless communications services industry remains competitive.

• We have equipment deployed on macro cell sites and small cell/distributed antenna system sites across our network and leverage our CDC insights to optimize network positioning and performance.

The telecommunications industry remains competitive.

We are the second largest provider of wireless communications services in the U.S.

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Our wireless communications services competitors include other carriers, such as AT&T Inc.

(“AT&T”), Verizon Communications, Inc.

(“Verizon”), and DISH Network Corporation (“DISH”) as it continues to grow its network.

In addition, our competitors include numerous smaller and regional providers, including Comcast Corporation, Charter Communications, Inc., Cox Communications, Inc., and Altice USA, Inc., many of which offer no-contract, postpaid and prepaid service plans.

(“AT&T”) and Verizon Communications, Inc.

In addition, our wireless communications services competitors include numerous smaller and regional providers, including Charter Communications, Inc., Comcast Corporation, EchoStar Corporation (“EchoStar”), Cox Communications, Inc., and Altice USA, Inc., many of which offer no-contract, postpaid and prepaid service plans.

Competitors also include providers who offer similar communication services, such as voice, messaging and data services, using alternative technologies.

In addition to our wireless communications services, our High Speed Internet service competes against other broadband providers, including traditional wireline solutions, such as Cable, DSL and Fiber broadband providers, and fixed wireless solutions, including AT&T and Verizon’s fixed wireless products, and Satellite Internet providers.

Competitive factors within the wireless communications services and broadband industries include pricing, market saturation, service and product offerings, customer experience, network investment and quality, development and deployment of technologies and regulatory changes.

In addition to our wireless communications services, our broadband services compete against other broadband providers, including Cable, DSL and other Fiber broadband providers, other fixed wireless solutions, including AT&T and Verizon’s fixed wireless products, and satellite internet providers.

Competitive factors within the telecommunications industry include promotions, pricing, market saturation, service and product offerings, customer experience, network investment and quality, development and deployment of technologies and changes in the regulatory environment that may affect market entry, pricing practices and network investment.

Some of our competitors have shown a willingness to use discounted pricing or offer bundled services as a potential source of differentiation.

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• Competitive medical, dental and vision benefits;

• Family-building benefits designed to meet the diverse needs of our employees, including IVF and IUI, adoption and surrogacy benefits;

• Family-building benefits designed to meet the various needs of our employees, including IVF and IUI, adoption and surrogacy benefits;

• Annual stock grants to all full-time and part-time employees and a discounted Employee Stock Purchase Program;

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Career growth and development is foundational to T-Mobile’s culture and success.

We want to deliver the best experiences from the best teams, and one way we do that is by offering an array of development programs and resources to build diverse talent and empower our people to succeed through every step of their career.

We put employees in the driver’s seat and give them access to mentoring, training, videos, books, job search and interview tips, and much more.

We want to deliver the best experiences from the best teams, and one way we do that is by offering an array of development programs and resources to build talent and empower our people to succeed through every step of their career.

We focus on helping employees understand the skills needed for their career success and give them access to learning in many forms, such as mentoring, training, structured learning programs, videos and books.

By strategically investing in the following three key areas of career development and learning, we are developing our talent now and for the future.

• Evolve skills and careers – Learn every day, champion relentless improvement, develop critical skills, explore career possibilities, and build the desired career;

• Evolve skills and careers – from onboarding throughout careers, with clear expectations on contributions to the business and opportunities to develop and build their career;

• Advance leadership expertise – build critical leadership capabilities, enable leadership growth at all levels, and develop skills to lead in the future;

• Champion belonging and inclusion – Promote inclusive habits and behaviors and enhance belonging and connectedness.

Belonging and Inclusion

Our diversity, equity and inclusion efforts are focused on fostering a workplace that helps us better serve our customers and communities across the nation.

We aim to create an environment where employees feel included, valued and empowered, contributing to a stronger, more connected business.

T-Mobile has an inclusive hiring process that seeks diverse talent to be candidates for employment, but all of our hiring decisions continue to be based solely on merit.

Employee Resource Groups (ERGs)

Many of our employees participate in one of six Employee Resource Groups (ERGs) and their sub-groups, which are instrumental in promoting connection.

Each of these groups is open to any and all employees, and there are 38 chapters nationwide that organize volunteer opportunities and local events.

Our ERGs include:

• Veterans & Allies Network;

• Accessibility Community at T-Mobile;

• Multicultural Alliance;

• Asia Pacific & Allies Network;

• Black Empowerment Network;

• Indigenous Peoples Network;

• Eleva Network (focused on the Latino community and allies);

• Multigenerational Network;

• Women & Allies Network.

These groups offer immersive experiences, mentorship programs, networking opportunities, and community service projects.

They are designed to help participants grow as professionals and community leaders .

External Diversity Councils

In partnership with civil rights organizations, we had previously established two External Diversity and Inclusion Councils.

These councils offered guidance for our efforts in areas like workforce recruitment, procurement, community investment, and corporate governance.

The work with these external councils concluded as planned after a successful 5-year collaboration and the councils have been dissolved.

T-Mobile considers a broad range of suppliers, including those that are veteran-owned, disability-owned, woman-owned, minority-owned, and LGBT-owned, and we include small and large businesses of all kinds in our procurement processes.

Purchases and contracts are awarded based on the best qualified and most competitive suppliers to enable T-Mobile’s success.

• Enable effective collaboration – align with our values and behavioral norms, provide tools, resources, and learning needed for individual and team success.

Culture and Belonging

Our culture of belonging fosters trust, accelerates innovation, sparks new ideas and enhances collaboration.

This fuels our success by enabling our employees to deliver exceptional experiences for our customers and to make a positive impact on the communities we serve.

We aim to create an environment where employees have careers, not jobs, where everyone has a voice and belongs, and where leaders empower each employee to act like an owner and share in the Company’s success.

T-Mobile’s hiring process casts a wide net to attract and hire the most qualified candidates.

Employee Resource Groups

Our Employee Resource Groups (“ERGs”) play an important role in enhancing T-Mobile’s culture and providing valuable learning and development opportunities for our employees.

Our six ERGs and four sub-affinity groups are open to all employees at the Company and are closely tied to our business goals and priorities.

Our ERGs foster invaluable connections, community service and career development opportunities for employees.

Many employees participate in the ERGs and the 38 chapters nationwide that organize volunteer opportunities and local events.

Our chapter volunteers have led impactful initiatives and community service projects across the country for our employees.

Environmental Sustainability

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• Pursuing a science-based net-zero emissions target for 2040, covering Scope 1, 2 and 3 emissions;

• Investing in renewable energy, meeting our RE100 pledge since 2021, through initiatives such as Virtual Power Purchasing Agreements and clean energy projects producing over 3.4 million megawatt hours annually;

• Enhancing energy efficiency in our facilities, including retail stores, data centers, and cell sites;

• Investing in renewable energy, meeting our RE100 pledge since 2021, through initiatives such as Virtual Power Purchasing Agreements and clean energy projects expected to produce over 3.4 million megawatt hours annually;

• Enhancing energy efficiency in our network and facilities, including retail stores, data centers, and cell sites;

• Promoting a circular economy through a robust device reuse and recycling program.

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Our Responsible Sourcing Policy further outlines T-Mobile’s expectations in this area.

We employ a third-party risk management (“TPRM”) process to screen for anti-corruption, global sanctions, human rights and environmental risks before engaging with a supplier.

We employ a third-party risk management (“TPRM”) process to screen for anti-corruption, global sanctions, cybersecurity, human rights and environmental risks before engaging with a supplier.

Our TPRM process also continuously monitors current suppliers for policy violations and risks.

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The FCC has a number of complex requirements that affect our operations and pending proceedings regarding additional or modified requirements that could increase our costs or diminish our revenues.

For example, the FCC has rules regarding provision of 911, 988 and E-911 services, porting telephone numbers, interconnection, roaming, internet openness or net neutrality, robocalling/robotexting, disabilities access, privacy and cybersecurity, digital discrimination, consumer protection and the universal service and Lifeline programs.

For example, the FCC has rules regarding provision of 911, 988 and E-911 services, porting telephone numbers, interconnection, roaming, consumer broadband labels, robocalling/robotexting, disabilities access, privacy and cybersecurity, consumer protection and the universal service and Lifeline programs.

Many of these and other issues are being considered in ongoing proceedings, and we cannot predict whether or how such actions will affect our business, financial condition or operating results.

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In extreme cases, penalties can include revocation of our licenses.

The loss of any licenses, or any related fines or forfeitures, could adversely affect our business, results of operations and financial condition.

The loss of any licenses, or any related fines or forfeitures, could adversely affect our business, financial condition and operating results.

In addition, the FCC retains the right to modify rules related to use of licensed spectrum, which could impact T-Mobile’s ability to provide services.

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FCC spectrum auctions and other market developments may adversely affect the market value of our licenses or our competitive position in the future.

A significant decline in the value of our licenses could adversely affect our financial condition and results of operations.

A significant decline in the value of our licenses could adversely affect our financial condition and operating results.

In addition, the FCC periodically reviews its policies on how to evaluate carriers’ spectrum holdings in the context of spectrum transactions or acquisitions.

Most recently, for example, in September 2023, the FCC sought public comment on whether it should initiate a rulemaking proceeding to consider changes to its mobile spectrum rules and policies.

A change in these rules and policies could affect our access to additional spectrum resources and competition among us and other carriers.

Changes in these rules and policies could affect our access to additional spectrum resources and competition among us and other carriers.

Congress and the FCC have imposed limitations on foreign ownership of CMRS licensees.

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While the Communications Act generally preempts state and local governments from regulating the entry of, or the rates charged by, wireless communications services providers, certain state and local governments regulate other terms and conditions of wireless service, including billing, termination of service arrangements and the imposition of early termination fees, advertising, network outages, the use of devices while driving, service mapping, protection of consumer information, zoning and land use.

Notwithstanding this federal preemption, several states are considering or have passed laws or regulations

that could potentially set prices, minimum performance standards and/or restrictions on service discontinuation that could impact our business in those states.

For example, following the FCC’s adoption of the 2017 Restoring Internet Freedom (“RIF”) Order reclassifying broadband internet access services as non-common carrier “information services,” a number of states sought to impose state-specific net neutrality, rate-setting, and privacy requirements on providers’ broadband services.

The FCC’s RIF Order expressly preempted such state efforts, which were inconsistent with the FCC’s federal deregulatory approach at that time.

In 2019, however, the DC Circuit issued a ruling largely upholding the RIF Order but also vacating the portion of the ruling broadly preempting state/local measures regulating broadband services.

The court left open the prospect that particular state laws could still unlawfully conflict with the FCC’s RIF Order and be preempted.

In the meantime, the FCC sought to repeal the RIF Order through its adoption of the 2024 Open Internet Order, though the latter was struck down by a federal court of appeals in January 2025.

While most states pursuing net neutrality legislation sought to codify the federal rules repealed by the RIF Order, there are differences in some states.

Notwithstanding this federal preemption, several states are considering or have passed laws or regulations that could potentially set prices, minimum performance standards and/or restrictions on service discontinuation that could impact our business in those states.

For example, California has passed separate privacy and net neutrality legislation, while many others have passed privacy laws, and New York has passed a broadband rate-setting law.

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The future costs to comply with all relevant regulations are, to some extent, unknown, and changes to regulations, or the applicability of regulations, could result in higher operating and capital expenses, or reduced revenues in the future.

We have pursued and may continue to pursue acquisitions of, investments in, or joint ventures or mergers with, other companies that we believe would complement or expand our business.

To the extent any such business has any international operations, we may be subject to economic, tax and labor regulations in these international jurisdictions.

Available Information

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically at www.sec.gov.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are also publicly available free of charge on the investor relations section of our website at investor.t-mobile.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

Our corporate governance guidelines, director selection guideline, code of ethics for senior financial officers, code of business conduct, speak up policy, supplier code of conduct, and charters for the audit, compensation, nominating and corporate governance, and executive committees of our Board of Directors are also posted on the investor relations section of our website at investor.t-mobile.com.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) are also publicly available free of charge on the investor relations section of our website at investor.t-mobile.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

Our corporate governance guidelines, director selection guideline, code of ethics for senior financial officers, code of business conduct, speak up policy, supplier code of conduct, and charters for the audit committee, compensation committee, nominating, corporate governance and compliance committee, and executive committee of our Board of Directors are also posted on the investor relations section of our website at investor.t-mobile.com.

The information on our website is not part of this or any other report we file with, or furnish to, the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business