What changed in this filing

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Item 1A. Risk Factors

2026-02-11 compared with 2025-01-31 · 143 added, 107 removed, 205 unchanged (55% of the section changed)

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We operate in a highly competitive industry.

If we are unable to attract and retain customers, our business, financial condition, and operating results would be negatively affected.

The wireless communications services industry is highly competitive.

If we are unable to attract and retain customers, our business, financial condition, and operating results could be negatively affected.

The telecommunications industry is highly competitive.

As the industry reaches saturation, competition in all market segments, including prepaid, postpaid, enterprise and government customers will likely further intensify, putting pressure on pricing and/or margins for us and all our competitors.

Our ability to attract and retain customers will depend on multiple factors, such as network quality and capacity, customer service excellence, effective marketing strategies, competitive pricing, compelling value propositions, and distribution and logistics capabilities.

Additionally, targeted marketing approaches for diverse customer segments, coupled with continuous innovation in products and services, are essential for retaining and

expanding our customer base.

If we are unable to successfully differentiate our services from our competitors, it would adversely affect our competitive position and ability to grow our business.

We have seen and expect to continue to see intense competition in all market segments from traditional Mobile Network Operators (“MNOs”), such as AT&T and Verizon, who have each invested heavily in spectrum, their wireless networks, and services and device promotions, and DISH, as it continues to build out its wireless network and roll out services.

Additionally, targeted marketing approaches for a broad spectrum of customer segments, coupled with continuous innovation in products and services, are essential for retaining and expanding our customer base.

If we are unable to successfully differentiate our services from those of our competitors, it would adversely affect our competitive position and ability to grow our business.

We expect to continue to see intense competition in all market segments from traditional Mobile Network Operators (“MNOs”), such as AT&T and Verizon, who have each invested heavily in spectrum, their wireless networks, and services and device promotions.

Numerous other regional MNOs and MVNOs offering wireless services may also compete with us in some markets, including cable providers, such as Comcast, Charter, Cox, and Altice, as they continue to diversify their offerings to include wireless services offered under MVNO agreements.

As new products and services emerge, we may also be forced to compete against non-traditional competitors from outside of the wireless communications services industry, such as satellite providers, offering similar connectivity services using alternative technologies.

As new products and services emerge, we may also face competition from non-traditional competitors outside the wireless communications services industry, including satellite providers offering connectivity services using alternative technologies.

In the market for broadband services, traditional cable providers, AT&T, Verizon, and other players such as satellite and fiber providers, all compete for customers.

To complement our fixed wireless service, we have agreed to enter into joint venture agreements aimed at establishing a robust fiber wireline network in certain geographic regions that we believe will complement our fixed wireless services in those areas.

To complement our fixed wireless service, we have entered into joint venture agreements aimed at establishing a robust fiber wireline network in certain geographic regions that we believe will complement our fixed wireless services in those areas.

However, these partnerships also involve inherent risks.

See “Any acquisition, divestiture, investment, joint venture or merger may subject us to significant risks, any of which may harm our business” for further discussions of such risks.

If we are unable to compete effectively in attracting and retaining customers in markets where we operate, it could negatively impact our business, financial condition, and operating results.

We have experienced criminal cyberattacks and may experience disruption, data loss and other security breaches, whether directly or indirectly through third parties whose products and services we rely on in operating our business.

See “Any acquisition, investment, joint venture, merger, or divestiture may subject us to significant risks, any of which may harm our business” for further discussion of such risks.

If we are unable to compete effectively in attracting and retaining customers in markets where we operate, it could negatively affect our business, financial condition, and operating results.

We have experienced cyberattacks and may experience disruptions, data loss and other security breaches, whether directly or indirectly through third parties whose products and services we rely on in operating our business.

Our business involves the receipt, storage, and transmission of confidential information about our customers, such as sensitive personal, account, and payment information, confidential information about our employees and suppliers, and other sensitive information about our Company, such as our business plans, transactions, financial information, and intellectual property (collectively, “Confidential Information”).

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We are subject to persistent cyberattacks and threats to our business from bad actors seeking to gain unauthorized access to Confidential Information and compromise Systems to undermine availability or integrity.

They are perpetrated by a variety of groups and persons, including nation state-sponsored parties, malicious actors, employees, contractors, or other unrelated third parties.

They are perpetrated by a variety of

groups and persons, including nation state-sponsored parties, malicious actors, employees, contractors, and other third parties.

Some actors reside in jurisdictions where law enforcement measures to address such attacks are ineffective or unavailable.

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In some cases, these bad actors exploit bugs, errors, misconfigurations or other vulnerabilities in our Systems to obtain Confidential Information.

In other cases, these bad actors obtain unauthorized access to Confidential Information by exploiting insider access or utilizing log in credentials taken from our customers, employees, or third-party providers through credential harvesting, social engineering or other means.

Other bad actors aim to cause serious operational disruptions to our business and Systems through ransomware or distributed denial of services attacks.

Although we regularly work to identify, track and remedy any security vulnerabilities, given the complex nature of our Systems and the tools that are available to us, we may be unable to identify vulnerabilities in a timely manner, or to apply patches or compensating measures that address such vulnerabilities, before bad actors can exploit them.

In other cases, these bad actors obtain unauthorized access to Confidential Information by exploiting insider access or utilizing login credentials taken from our customers, employees, or third-party providers through credential harvesting, social engineering or other means.

Other bad actors aim to cause serious operational disruptions to our business and Systems through ransomware or distributed denial of service attacks.

Moreover, the amount and scope of insurance that we maintain against losses resulting from any such incidents or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our business that may result.

Although we regularly work to identify, track, and remedy security vulnerabilities, given the complex nature of our Systems and the tools that are available to us, we may be unable to identify vulnerabilities in a timely manner, or to apply patches or compensating measures that address such vulnerabilities, before bad actors can exploit them.

The exploitation of a security vulnerability before patches or measures are applied could materially compromise Confidential Information and Systems.

In addition, we routinely rely upon third-party providers whose products and services are used in our business.

These third-party providers have experienced, and will continue to experience cyberattacks that involve attempts to expose our Confidential Information and/or to create operational risk that could materially and adversely affect our business, and these providers also face other security challenges common to all parties that collect and process information.

These third-party providers have experienced, and will continue to experience, cyberattacks that involve attempts to access our Confidential Information and/or to create operational risk that could materially and adversely affect our business, and these providers also face other security challenges common to all parties that collect and process information.

Additionally, our Systems include components from third parties or fourth parties we do not control and may have compromises, defects, flaws, or design errors unknown to us.

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Some of these incidents have occurred at third-party providers, including third parties who provide us with various Systems and others who sell our products and services through retail locations or take care of our customers.

In November 2024, it was publicly reported that a nation-state actor called “Salt Typhoon” successfully infiltrated the telecommunications networks of certain of our competitors to obtain information on their customers.

While we have no evidence that any of our Systems or Confidential Information were impacted in any significant way, we may face similar attempts in the future.

Our procedures and safeguards to prevent unauthorized access to Confidential Information and to defend against cyberattacks seeking to disrupt our operations must be continually evaluated and enhanced to address the ever-evolving threat landscape and changing cybersecurity regulations, including while we adapt complex digital transformation efforts.

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We expect to continue to be the target of cyberattacks, given the nature of our business, and we expect the same with respect to our third-party providers.

We also expect that threat actors will continue to gain sophistication including in the use of tools and techniques (such as AI) that are specifically designed to circumvent security controls, evade detection, and obfuscate forensic evidence, making it more challenging for us to identify, investigate and recover from future cyberattacks in a timely and effective manner.

In addition, we have acquired and continue to acquire companies with cybersecurity vulnerabilities or unsophisticated security measures, which exposes us to significant cybersecurity, operational, and financial risks.

We also expect that threat actors will continue to gain sophistication including in the use of tools and techniques (such as AI) that are specifically designed to circumvent security controls, evade detection, and obfuscate forensic evidence, making it more challenging to identify, investigate, and recover from future cyberattacks in a timely and effective manner.

The continued development and integration of AI in our and our third-party providers’ operations, products and services is expected to pose new, additional, and unknown cybersecurity risks.

In addition, we have acquired and continue to acquire companies with cybersecurity vulnerabilities or unsophisticated security measures, which expose us to significant cybersecurity, operational, and financial risks.

If we fail to protect Confidential Information or to prevent operational disruptions from future cyberattacks, there may be a material adverse effect on our business, reputation, financial condition, cash flows, and operating results.

If we fail to timely adopt and effectively deploy emerging network technologies, our competitive position could erode, which may adversely affect our business, financial condition, and operating results.

If we fail to adopt and deploy emerging network technologies in a timely and effective manner, our competitive position could erode, which may adversely affect our business, financial condition, and operating results.

Our competitive advantage and reputation depend on our ability to provide industry-leading network coverage, speed, and reliability.

While we have established a leadership position in 5G, the communications industry evolves rapidly, and emerging technologies – such as AI-driven Radio Access Networks (“AI-RAN”) and the potential transition to 6G – may redefine network standards and increase customer expectations.

To stay ahead, we are investing in strategic collaborations with third parties, such as AI-RAN partnerships, to develop technologies that are intended to advance our network capabilities.

While we have established a leadership position in 5G, the telecommunications industry evolves rapidly, and emerging technologies, such as AI-driven Radio Access Networks (“AI-RAN”) and the potential transition to 6G, may redefine network standards and increase customer expectations.

Our competitors may seek to differentiate through marketing, brand positioning, or third-party recognition as leaders in network performance, coverage, or reliability.

To stay ahead, we continue to drive improvements in the 5G network, including our nationwide 5G standalone network and deployment of 5G Advanced features, and are investing in strategic collaborations with third parties, such as AI-RAN partnerships, to develop technologies that are intended to advance our network capabilities.

Despite these efforts, we may encounter technical challenges, regulatory hurdles, supply chain constraints, or unexpected delays in developing and deploying new network technologies.

If we fail to anticipate market trends, efficiently integrate innovative solutions into our network, or maintain the quality and reliability of our network, our market share and competitive standing could erode, adversely impacting our business and operating results.

If we fail to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies, our competitive position and financial performance could be materially harmed.

We are engaged in complex digital transformation efforts intended to streamline operations, enhance customer experience, and improve our overall competitiveness.

These initiatives involve integrating emerging and rapidly evolving technologies, reconfiguring internal processes, and implementing advanced data analytics and AI-driven tools, including those developed through our partnerships with a number of third-party providers.

The successful execution of our planned transformation is

subject to significant uncertainties.

The successful execution of our planned transformation is subject to significant uncertainties.

For example, we may face challenges in harmonizing complex system architectures, integrating new platforms with legacy infrastructure, and managing large volumes of data from disparate sources.

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If we fail to execute these initiatives effectively, our ability to realize the intended benefits of digital transformation may be compromised.

Even if we successfully deploy these capabilities, customer adoption and employee acceptance may be slower than anticipated, diminishing the expected improvements to efficiency, service quality, or revenue generation.

This could materially and adversely affect our competitive position, financial performance, and brand reputation.

The successful execution of our digital transformation depends not only on the effective development and deployment of new technologies, but also on the willingness and ability of customers and employees to adopt digital-first channels and processes.

Even where technical capabilities are successfully implemented, customer and employee adoption may lag expectations or revert to supported channels, which could limit the anticipated improvements in efficiency, service quality, and revenue generation.

If adoption does not occur at the scale or pace anticipated, the intended benefits of these initiatives may not be fully realized.

As a result, failure to effectively execute our digital transformation efforts, including driving meaningful customer and employee adoption, could materially and adversely affect our competitive position, financial performance, and brand reputation.

We rely on highly skilled personnel throughout all levels of our business.

Our business could be harmed if we are unable to retain or motivate key personnel, hire a sufficient number of qualified new personnel, or maintain our corporate culture.

Our future success depends in substantial part on our ability to attract, recruit, hire, motivate, develop, and retain talented personnel possessing the qualifications, experiences, capabilities and skills we need for all areas of our organization, including our CEO and members of our senior leadership team.

Succession planning to ensure effective transfer of knowledge and a seamless transition when key personnel depart is also important to our long-term success.

Our future success depends in substantial part on our ability to attract, recruit, hire, motivate, develop, and retain talented personnel possessing the qualifications, experience, capabilities and skills we need for all areas of our organization, including our CEO and members of our leadership team.

Succession planning to ensure the effective transfer of knowledge and a seamless transition when key personnel depart is also important to our long-term success.

On November 1, 2025, G.

Michael Sievert retired as our Chief Executive Officer while continuing to serve as Vice Chairman of the Company and Vice Chairman of our Board of Directors, and Srinivasan Gopalan began serving as our President and Chief Executive Officer.

We also announced several leadership changes.

In addition, we began to implement enterprise-wide restructurings in 2025.

If we are unable to effectively manage the CEO transition, the leadership changes and other restructuring changes, our ability to execute our business strategies and to retain key executives and talent could be adversely affected.

Additionally, as we continue to make significant investments in new technologies and new business areas, we are increasingly dependent on being able to hire and retain technically skilled employees, including those with expertise in AI and machine learning.

Both external factors, such as fluctuations in economic and industry conditions, changes in U.S.

immigration policies, regulatory changes, political forces and the competitive landscape, and internal factors, such as employee tolerance for changes in our corporate culture, organizational changes, limited remote working opportunities, and our compensation programs, may impact our ability to effectively manage our workforce.

Further, employee compensation and benefit costs may increase due to inflationary pressures, and if our compensation does not keep up with inflation or that of our competitors’, we may see increased employee dissatisfaction and departures or difficulty in recruiting new employees.

immigration policies, regulatory changes, political forces, and the competitive landscape, and internal factors, such as employee tolerance for changes

in our corporate culture, organizational changes, limited remote working opportunities, and our compensation programs, may affect our ability to effectively manage our workforce.

Further, employee compensation and benefit costs may increase due to inflationary pressures, and if our compensation does not keep up with inflation or with that of our competitors, we may see increased employee dissatisfaction and departures or difficulty in recruiting new employees.

If key employees depart or we are unable to recruit and integrate new employees successfully, our business could be negatively impacted.

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We rely upon systems and networks – those of third-party suppliers and other providers, in addition to our own – to provide services to our customers.

System, network, or infrastructure failures resulting from one of several potential causes may prevent us from providing reliable service or otherwise operate our business.

System, network, or infrastructure failures resulting from one of several potential causes may prevent us from providing reliable service or otherwise operating our business.

Examples of these risks include:

• physical damage, power surges or outages, equipment failure, or other service disruptions with respect to both our wireless and wireline networks, including those resulting from severe weather, storms, earthquakes, floods, hurricanes, wildfires and other natural disasters, which may occur more frequently or with greater intensity as a result of global climate change, public health crises, terrorist attacks, political instability and volatility and acts of war;

• physical damage, power surges or outages, equipment failure, or other service disruptions with respect to both our wireless and fiber networks, including those resulting from severe weather, storms, earthquakes, floods, hurricanes, wildfires, and other natural disasters, which may occur more frequently or with greater intensity as a result of global climate change, public health crises, terrorist attacks, political instability and volatility and acts of war;

• human error due to factors such as poor change management or policy compliance;

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We continue to acquire and deploy new spectrum to expand and deepen our 5G coverage, maintain our quality of service, meet increasing or changing customer demands, and deploy new technologies.

In order to expand and differentiate our services from our competitors, we will continue to actively seek to make additional investments in new spectrum, which could be significant.

To expand and differentiate our services from those of our competitors, we will continue to actively seek to make additional investments in new spectrum, which could be significant.

However, we may be unable to secure the additional spectrum necessary to maintain or enhance our competitive position on favorable terms or at all.

The continued interest in acquiring spectrum by existing carriers and others, including speculators, may reduce our ability to acquire or renew spectrum holdings (such as 2.5Ghz), and/or increase the cost of spectrum that is made available in the secondary markets and government auctions.

The continued interest in acquiring spectrum by existing carriers and others, including satellite providers and speculators, may reduce our ability to acquire or renew spectrum holdings (such as 600 MHz and 2.5 GHz), and may increase the cost of spectrum made available in the secondary markets and government auctions.

Additionally, the FCC may be unable to make sufficient additional spectrum available for auction to meet the demand from all interested parties.

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These conditions may substantially increase the costs we incur or negatively affect the value of the spectrum to our business.

If we cannot acquire needed spectrum from the government or otherwise, if competitors acquire spectrum that will allow them to provide services competitive with our services, or if we cannot deploy services over acquired spectrum on a timely basis without burdensome conditions, at reasonable cost, and while maintaining network quality levels, our ability to attract and retain customers and our business, financial condition and operating results could be materially and adversely affected.

Any acquisition, divestiture, investment, joint venture or merger may subject us to significant risks, any of which may harm our business.

We may pursue acquisitions of, investments in, or joint ventures or mergers with, other companies, or the acquisition of technologies, services, products or other assets that we believe would complement or expand our business.

If we cannot acquire needed spectrum from the government or other sources, if competitors acquire spectrum that enables them to provide services competitive with ours, or if we cannot deploy services over acquired spectrum on a timely basis, without burdensome conditions, at reasonable cost, and while maintaining network quality levels, our ability to attract and retain customers and our business, financial condition, and operating results could be materially and adversely affected.

Any acquisition, investment, joint venture, merger, or divestiture may subject us to significant risks, any of which may harm our business.

We have pursued and may continue to pursue additional acquisitions of, investments in, or joint ventures or mergers with, other companies, or the acquisition of spectrum, technologies, services, products, or other assets that we believe would complement or expand our business.

For example, on August 1, 2025, we completed the acquisition (the “UScellular Acquisition”) of the UScellular Wireless Business (as defined below).

We may also elect to divest some of our assets to third parties.

Some of these potential transactions could be significant relative to the size of our business and operations.

Any such transaction would involve a number of risks and could present financial, managerial and operational challenges, including:

Some of these transactions could be significant relative to the size of our business and operations.

Any such transactions involve risks and could present financial, managerial, and operational challenges, including:

• diversion of management attention from running our existing business;

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• increased interest expense and leverage or limits on other uses of cash;

• potential loss of talent during integration due to differences in culture, locations, or other factors;

• difficulties in effectively integrating the financial, operational and sustainability systems of the business involved in any such transaction into (or supplanting such systems with) our financial, operational and sustainability reporting infrastructure and internal control framework in an effective and timely manner;

• risks of entering markets in which the Company has no or limited experience and where competitors have stronger market positions;

• potential exposure to material liabilities not discovered in the due diligence process or as a result of any litigation arising in connection with any such transaction;

• significant transaction-related expenses in connection with any such transaction, whether consummated or not;

• risks related to our ability to obtain any required regulatory approvals necessary to consummate any such transaction;

• any business, technology, service, or product involved in any such transaction may significantly under-perform relative to our expectations, and we may not achieve the benefits we expect from the transaction, which could, among other things, also result in a write-down of goodwill and other intangible assets associated with such transaction.

We have entered into joint venture agreements aimed at establishing a robust fiber broadband network that complements our fixed wireless services.

Once closed, differences in views among the joint venture participants may result in delayed decisions or disputes.

Operating through joint ventures in which we do not hold a majority ownership interest results in us having limited control over many decisions made with respect to the businesses of the joint ventures.

We also cannot control the actions of our joint venture partners.

These joint ventures may not be subject to the same requirements regarding internal controls and internal

control over financial reporting that we follow.

• potential loss of talent during integration due to differences in culture, location, or other factors;

• difficulties in effectively integrating (or supplanting) the financial, operational, and sustainability systems of the business involved in any such transaction into our financial, operational, and sustainability reporting infrastructure and internal control framework in an effective and timely manner;

• risks of entering markets in which we have no or limited experience and where competitors have stronger market positions;

• to the extent any acquired business has international operations, potential exposures to risks associated with maintaining and expanding such operations, including unfavorable and uncertain regulatory, political, economic, tax, and labor conditions;

• potential exposure to material liabilities not discovered in the due diligence process in connection with any such transaction;

• significant transaction-related expenses in connection with pursuing any such transaction, whether consummated or not;

• risks related to our ability to obtain required regulatory approvals necessary to consummate any such transaction;

• any business, technology, service, or product involved in any such transaction may significantly underperform relative to our expectations, and we may not achieve the benefits we expect from the transaction, which could also result in a write-down of goodwill and other intangible assets associated with such transaction.

Our restructuring and integration activities associated with the UScellular Acquisition are expected to occur over the next two years and may involve risks related to network integration and customer migration, including potential service disruptions, delays in transitioning customer accounts and systems, and challenges in maintaining customer experience during the integration period.

We formed joint ventures aimed at establishing fiber broadband networks that complement our fixed wireless services.

Differences in views among the joint venture participants may result in delayed decisions or disputes.

Operating through joint ventures in which we do not hold a majority or controlling ownership interest results in us having limited control over many decisions made with respect to the businesses of the joint ventures.

We also cannot control the actions of our co-investors in our joint ventures.

These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow.

As a result, internal control problems may arise with respect to these joint ventures.

Any of these risks could have a material adverse effect on our business, financial condition and results of operations and could also affect our reputation.

Additionally, in connection with our merger (the “Merger”) with Sprint Corporation (“Sprint”) and related transactions, including the acquisition by DISH of certain prepaid wireless business (the “Prepaid Transaction” and, collectively, the “Transactions”), we agreed to fulfill various government commitments (the “Government Commitments”), including, among others, extensive 5G network build-out, delivering high-speed wireless services to the vast majority of Americans and marketing our in-home fixed wireless product to households where spectrum capacity is sufficient, as well as commitments related to national security, pricing and availability of rate plans.

Any of these risks could have a material adverse effect on our business, financial condition, and operating results and could also affect our reputation.

Additionally, in connection with our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”) and related transactions, including the acquisition by DISH Network Corporation (“DISH”) of certain prepaid wireless business (the “Prepaid Transaction”), we agreed to fulfill various government commitments (the “Government Commitments”), including, among others, extensive 5G network build-out, delivering high-speed wireless services to the vast majority of Americans, and marketing our in-home fixed wireless product to households where spectrum capacity is sufficient, as well as commitments related to national security.

These Government Commitments materially increased our compliance obligations and could result in additional expenses and/or penalties in the future.

In connection with the Prepaid Transaction, we and DISH entered into certain arrangements, including a Master Network Services Agreement (the “MNSA”), pursuant to which we provide DISH, for a period of seven years, network services for certain end users and infrastructure mobile network operator services to assist in the access and integration of the DISH network.

Any failure to fulfill our obligations under the Government Commitments and the MNSA in a timely manner could result in substantial fines, penalties, or other legal and administrative actions, liabilities, and reputational harm.

Any failure to fulfill our obligations under the Government Commitments in a timely manner could result in substantial fines, penalties, or other legal and administrative actions, liabilities, and reputational harm.

Economic, political, and market conditions may adversely affect our business, financial condition, and operating results.

Our business, financial condition, and operating results are sensitive to changes in general economic conditions, including interest rates, consumer credit conditions, consumer debt levels, consumer confidence, unemployment rates, economic growth, energy costs, rates of inflation (or concerns about deflation), supply chain disruptions, impacts of current geopolitical conflict or instability, such as the Ukraine-Russia and Israel-Hamas wars and further escalations thereof, and other macroeconomic factors.

The wireless industry, broadly, is dependent on population growth, as a result, we expect the wireless industry’s customer growth rate to be moderate in comparison with historical growth rates, leading to ongoing competition for customers.

In addition, the Government Commitments place certain limitations on our ability to increase prices, which limits our ability to pass along growing costs to customers.

Rising prices for goods, services, and labor due to inflation could adversely impact our margins and/or growth.

Our business, financial condition, and operating results are affected by changes in general economic and political conditions, including interest rates, consumer credit conditions, consumer debt levels, consumer confidence, unemployment rates, economic growth, tariffs and trade restrictions, fluctuations in global currencies, immigration policies, energy costs, rates of inflation (or concerns about deflation), supply chain disruptions, impacts of current geopolitical conflict or instability, such as the Ukraine-Russia and Israel-Hamas wars and any further escalations thereof, and other macroeconomic factors.

The telecommunications industry, broadly, is dependent on population growth, including growth in the immigrant population.

As a result, we expect the telecommunications industry’s customer growth rate to be moderate in comparison with historical growth rates, leading to ongoing competition for customers.

Rising prices for goods, services, and labor due to inflation, including inflation resulting from higher tariffs, restrictions, and other economic disincentives to trade, could adversely impact our margins and growth.

Our services and device financing plans are available to a broad customer base, a significant segment of which may be vulnerable to weak economic conditions, particularly our subprime customers.

We may have greater difficulty in gaining new customers within this segment, and existing customers may be more likely to terminate service and default on device financing plans due to an inability to pay.

Weak economic and credit conditions may also adversely impact our suppliers, dealers, wholesale partners or MVNOs, and enterprise and government customers, some of which may file for bankruptcy, or may experience cash flow or liquidity problems, or may be unable to obtain or refinance credit such that they may no longer be able to operate.

Weak economic and credit conditions may also adversely affect our suppliers, dealers, wholesale partners or MVNOs, and enterprise and government customers, some of which may file for bankruptcy, or may experience cash flow or liquidity problems, or may be unable to obtain or refinance credit such that they may no longer be able to operate.

Any of these could adversely impact our ability to distribute, market, or sell our products and services.

Changes to trade policies, including higher tariffs, restrictions, and other economic disincentives to trade, may lead to operational delays, higher procurement and operational costs, and increased regulatory and compliance complexities, resulting in supply chain disruptions and higher prices, and lower demand for devices and services we sell.

As a provider of telecommunications services, we depend on suppliers to provide us, directly or through other suppliers, with items such as equipment for our network, handsets, tablets, accessories, other mobile communication devices, other components and raw materials.

Changes or proposed changes in U.S.

or other countries’ trade policies that result in higher tariffs, restrictions, and other economic disincentives to international trade have occurred in the past, and in the future may occur, which may materially increase the costs we incur in developing, deploying and maintaining our network and offering products and services to our customers.

A certain portion of the increased costs may be absorbed by certain suppliers, but some suppliers may struggle to absorb the increased costs, especially over the long term, potentially leading to supply disruptions or cost pass-throughs to us that may require us to increase the prices we charge our customers.

In addition, rapid changes in trade policies may negatively affect procurement timelines and supplier relationships and may introduce new compliance requirements.

We may face delays in sourcing critical equipment due to customs clearance and supply chain bottlenecks, and material changes to cost structures could pressure our expenses and customer pricing.

Our attempts to mitigate potential disruptions to our supply chain and offset procurement and operational cost pressures, such as through alternative sourcing and/or increases in the selling prices of some of our products and services, may not be successful.

Higher product or service prices for our customers may make it more difficult to attract new customers or increase customer churn.

Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives.

To the extent that cost increases result in significant increases in our expenditures, or if our price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if our revenues decrease, our business, financial condition or operating results may be adversely affected.

If we do not successfully deliver new products and services, we may not realize our intended growth targets or generate the expected returns from our business, adversely affecting our financial condition and operating results.

We continue to expand our offerings beyond traditional wireless services to include High Speed Internet (including fiber broadband), advertising technology and services, and specialized network solutions, such as network slicing for first responders (T-Priority) and 5G advanced network solutions (ANS) for enterprises.

We continue to expand our offerings beyond traditional wireless services to include broadband (fixed wireless and fiber), specialized network solutions, such as network slicing for first responders (“T-Priority”) and 5G advanced network solutions (“ANS”) for enterprises, advertising technology and services, and financial products, such as the T-Mobile Visa credit card introduced in November 2025.

These new ventures require significant capital, expertise, and operational support, and their success depends on factors we cannot fully control or predict.

Increased competition, technical challenges, security concerns, operational complexities, or shifting regulatory landscapes could delay product rollouts, inflate costs, or limit adoption rates.

Additionally, entering new markets or lines of business may expose us to unfamiliar regulatory requirements, compliance challenges, or damage existing customer relationships.

Should these new products and services fail to gain traction, generate expected returns, or deliver value to customers, we could incur substantial expenses without offsetting revenue gains, adversely affecting our business, financial condition, and operating results.

Additionally, entering new markets or lines of business may expose us to unfamiliar regulatory requirements, compliance challenges, or risks to existing customer relationships.

Customer demand for new products and services is difficult to predict,

and adoption may be slower than anticipated or may not occur at all.

Should these new products and services fail to gain traction, achieve sufficient customer adoption, generate expected financial returns, or deliver value to customers, we could incur substantial expenses without offsetting revenue gains, adversely affecting our business, financial condition, operating results and competitive position.

We rely on third parties to provide products and services for the operation of our business, and the failure or inability of such parties to provide these products or services could adversely affect our business, financial condition, and operating results.

We have a diverse set of suppliers to help us develop, maintain, and troubleshoot products and services such as wireless and wireline network components, software development services, and billing and customer service support.

However, in certain areas such as, billing services, voice, and data communications transport services, wireless or wireline network infrastructure equipment, handsets, other devices, back-office processes and payment processing, there are a limited number of suppliers who can provide adequate support for us, which decreases our flexibility to switch to alternative third parties.

Unexpected termination of our arrangement with any of these suppliers or difficulties in renewing our commercial arrangements with them could have a material and adverse effect on our business operations.

Our suppliers are also subject to their own risks, including, but not limited to, cybersecurity, economic, financial and credit conditions, labor force disruptions, geopolitical tensions, disruptions in global supply chain and the risks of natural catastrophic events (such as earthquakes, floods, hurricanes, storms, heatwaves and fires), energy shortages, power outages, equipment failures, terrorist attacks or other hostile acts, and public health crises, such as the COVID-19 pandemic, which may result in performance below the levels required by their contracts.

Our business could be severely disrupted if critical suppliers or service providers fail to comply with their contracts or if we experience delays or service degradation during any transition to a new outsourcing provider or other supplier or if we are required to replace the supplied products or services with those from another source, especially if the replacement becomes necessary on short notice.

We have a broad set of suppliers to help us develop, maintain, and troubleshoot products and services such as wireless and fiber network components, software development services, and billing and customer service support.

However, in certain areas such as billing services, voice, and data communications transport services, wireless or fiber network infrastructure equipment, handsets, other devices, back-office processes, and payment processing, there are a limited number of suppliers that can provide adequate support, which decreases our flexibility to switch to alternative third parties.

Unexpected termination of our arrangement with any of these suppliers, or difficulties in renewing our commercial arrangements with them, could have a material adverse effect on our business operations.

Our suppliers and third-party technology partners are also subject to their own risks, including, but not limited to, cybersecurity, economic, financial and credit conditions, labor force disruptions, geopolitical tensions, disruptions in global supply chain, natural catastrophic events, such as earthquakes, floods, hurricanes, storms, heatwaves and fires, energy shortages, power outages, equipment failures, terrorist attacks or other hostile acts, and public health crises, such as the COVID-19 pandemic.

These events may result in performance below the levels required by their contracts or cause them to suspend, limit, or cease their operations, or terminate or reduce their relationship with us.

We could experience severe business disruptions and delays in technology initiatives if critical suppliers or service providers fail to comply with their contracts, if we experience delays or service degradation during any transition to a new outsourcing provider or other supplier, or if we are required to replace the supplied products or services with those from another source, especially if the replacement becomes necessary on short notice.

Any such disruptions could have a material adverse effect on our business, financial condition, and operating results.

Further, some of our suppliers may provide services from outside of the United States, which carries additional regulatory and legal obligations.

Further, some of our suppliers may provide services from outside the United States, which carries additional regulatory and legal obligations.

We rely on suppliers to provide us with contractual assurances and to disclose accurate information regarding risks associated with their provision of products or services in accordance with our policies and standards, including our Supplier Code of Conduct and our third-party risk management practices.

The failure of our suppliers to comply with our expectations and policies could expose us to additional legal and litigation risks and lead to unexpected contract terminations.

Additionally, we rely on third-party technology partners on various projects and developments.

If any of our third-party technology partners terminate or reduce their relationships with us or suspend, limit, or cease their operations, we may not be able to complete such initiatives or achieve the intended results from the partnerships, and our business, reputation, financial condition and results of operations may suffer.

Sociopolitical volatility and polarization may adversely affect our business operations and reputation.

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Our ability to respond effectively, sensitively, and authentically to the expectations and concerns of our customers, employees, and other stakeholders is key to mitigating these risks.

If we are unable to manage these challenges effectively, there may be adverse impacts to our business, reputation, financial condition, and operating results.

Additionally, we are subject to emerging and evolving regulatory requirements and frameworks regarding environmental, social and governance matters, including potential new or revised disclosure rules proposed by the SEC and recently enacted or proposed legislation in jurisdictions such as California.

If we are unable to manage these challenges effectively, there may be adverse impacts on our business, reputation, financial condition, and operating results.

Additionally, we are subject to emerging and evolving regulatory requirements and frameworks regarding environmental, social and governance matters, including recently enacted or proposed legislation in jurisdictions such as California.

The ultimate scope of these regulations may change as they are finalized, and they may not be uniform across jurisdictions.

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Risks Related to Our Indebtedness

Our substantial level of indebtedness could adversely affect our business flexibility and ability to service our debt, and increase our borrowing costs.

Our substantial level of indebtedness could adversely affect our business flexibility and ability to service our debt and could increase our borrowing costs.

We have, and we expect that we will continue to have, a substantial amount of debt.

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Instability in the global financial markets, inflation, policies of various governmental and regulatory agencies, including changes in monetary policy and interest rates, and other general economic conditions could lead to volatility in the credit and equity markets.

This volatility could limit our access to the capital markets, leading to higher borrowing costs or, in some cases, the inability to obtain financing on terms that are acceptable to us or at all.

This volatility could limit our access to the capital markets, leading to higher borrowing costs or, in some cases, an inability to obtain financing on terms that are acceptable to us or at all.

Further, deterioration in our operating performance may lead to a decrease in our credit ratings, which could also impact our ability to access the debt capital markets at rates favorable or acceptable to us.

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If any financial institutions that are parties to our hedging agreements were to default on their payment obligations to us, declare bankruptcy or become insolvent, we would be unhedged against the underlying exposures.

Any posting of collateral by us under our hedging agreements and the modification or termination of any of our hedging agreements could negatively impact our liquidity or other financial metrics.

Any posting of collateral by us under our hedging agreements and the modification or termination of any of our hedging agreements could negatively affect our liquidity or other financial metrics.

Any of these risks could have a material adverse effect on our business, financial condition, and operating results.

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As a result, we could face legal fines and penalties, diminished investor confidence, and adverse impacts on our access to the capital markets, potentially resulting in a decline in our stock price and harm to our reputation.

Changes in regulations or in the regulatory framework under which we operate could adversely affect our business, financial condition, and operating results.

We are subject to regulatory oversight by various federal, state, and local agencies, as well as judicial review and actions, on issues related to the wireless industry that include, but are not limited to, roaming, interconnection, spectrum allocation and licensing, facilities siting, pole attachments, intercarrier compensation, Universal Service Fund (“USF”), 911 services, robocalling/robotexting, consumer protection, consumer privacy, and cybersecurity.

Compliance with the current regulatory framework, including our national security obligations, and any changes in regulations or in the regulatory framework under which we operate could adversely affect our business, financial condition, and operating results.

We are subject to regulatory oversight by various federal, state, and local agencies, as well as judicial review and actions, on issues related to the telecommunications industry that include, but are not limited to, roaming, interconnection, spectrum allocation and licensing, facilities siting, pole attachments, intercarrier compensation, Universal Service Fund (“USF”), 911 services, robocalling/robotexting, consumer protection, consumer privacy, and cybersecurity.

We are also subject to regulations in connection with other aspects of our business, including device financing and insurance activities.

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We also cannot assure that Congress will not amend the Communications Act, from which the FCC obtains its authority, and which serves to limit state authority, or enact other legislation in a manner that could be adverse to our business.

Further, government funded programs may be discontinued due to ongoing legal challenges to the FCC’s funding mechanism, which could result in the reduction in subsidies for low-income customers and the associated revenue.

Failure to comply with applicable regulations could have a material adverse effect on our business, financial condition, and operating results.

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

Laws and regulations relating to the handling of privacy, data protection and AI may result in increased costs, legal claims, fines against us, or reputational damage.

In addition, we operate under agreements with U.S.

government agencies, including a mitigation agreement with the Committee on Foreign Investment in the United States, under which we are required to implement and maintain certain security measures and practices to address national security.

Our national security obligations may limit our control over certain U.S.

facilities, contracts, personnel, vendor selection, and operations, which could adversely affect our business, financial condition, and operating results.

Any failure to fulfill our obligations could result in additional compliance cost, substantial fines, penalties, or other legal and administrative actions, liabilities, and reputational harm.

Laws and regulations relating to the handling of privacy, data protection, and AI may result in increased costs, legal claims, fines, or reputational damage.

Since 2020, more than a dozen states have enacted new, comprehensive privacy laws that create new data privacy rights for residents of those states and new compliance obligations for us and the industry in general, in addition to private rights of action for certain types of data breaches.

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Both federal and state governments are considering additional privacy laws and regulations which, if passed, could further impact our business, strategies, offerings, and initiatives and cause us to incur further costs.

Any actual or perceived failure to comply with the CCPA, other data privacy laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breaches, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.

damages for contract breaches, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.

AI-related laws and regulations continue to remain uncertain and may vary from jurisdiction to jurisdiction.

Our obligations to comply with the evolving legal and regulatory landscape may require us to incur significant additional costs or limit our ability to incorporate certain AI capabilities into our business operations or product offerings.

As we integrate AI technologies into our

business, we must navigate varying regulations that could impact our operations and product development.

Failure to comply with these regulations could result in fines, penalties, or restrictions on our use of AI, which could adversely affect our business.

As we integrate AI technologies into our business, we must navigate varying regulations that could impact our operations and product development.

Additionally, the use of AI may also raise certain ethical issues or concerns, and while we are focused on developing and implementing AI responsibly, we may be unable to identify or resolve those issues before they arise .

Failure to comply with these regulations or prevent AI-related issues or unintended consequences from occurring, could result in fines, penalties, or restrictions on our use of AI, which could adversely affect our business.

Outside of the United States, as a result of our business acquisitions, we are subject to an expanding set of privacy, data protection, and related regulatory requirements in jurisdictions where we conduct operations or process personal data.

These laws may apply based on factors such as our establishment or operations in a jurisdiction or data processing activities conducted there.

Certain international data protection regimes, including those in the European Union and the United Kingdom, impose specific obligations on the collection, use, sharing, and transfer of personal data.

Compliance with these obligations may increase operational complexity and costs, limit our ability to use or transfer data across jurisdictions, or require changes to our products, services, or business practices.

Enforcement approaches and penalties vary by jurisdiction and may include significant fines or other sanctions, as well as reputational harm.

Unfavorable outcomes of legal proceedings may adversely affect our business, reputation, financial condition, cash flows, and operating results.

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In addition, the FCC has from time to time gathered data regarding wireless device emissions, and its assessment of the risks associated with using wireless devices may evolve based on its findings.

Any of these allegations or changes in risk assessments could result in customers purchasing fewer devices and wireless services, could result in significant legal and regulatory liability, and could have a material adverse effect on our business, reputation, financial condition, cash flows and operating results.

The Department of Health and Human Services has indicated that it is undertaking a study on electromagnetic radiation and health research.

Any allegations of adverse health effects or changes in risk assessments could result in customers purchasing fewer devices and wireless services, could result in significant legal and regulatory liability, and could have a material adverse effect on our business, reputation, financial condition, cash flows, and operating results.

Such legal proceedings can be complex, costly, and highly disruptive to our business operations by diverting the attention and energy of management and other key personnel.

The assessment of the outcome of legal proceedings, including our potential liability, if any, is a highly subjective process that requires judgments about future events that are not within our control.

The amounts ultimately received or paid upon settlement or pursuant to final judgment, order or decree may differ materially from amounts accrued in our financial statements.

The amounts ultimately received or paid upon settlement or pursuant to a final judgment, order, or decree may differ materially from amounts accrued in our financial statements.

In addition, litigation or similar proceedings could impose restraints on our current or future manner of doing business.

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We rely on a variety of intellectual property assets, including patents, copyrights, trademarks, and domains, to maintain our competitiveness.

If we are unable to protect our intellectual property due to factors such as changes in US intellectual property laws, the value of our intellectual property may become impaired, which may adversely impact our business and financial results.

If we are unable to protect our intellectual property due to factors such as changes in U.S.

intellectual property laws, the value of our intellectual property may become impaired, which may adversely impact our business and financial results.

Additionally, we have faced and will continue to face various litigations alleging that our products or services infringe patents or other intellectual property of third parties, including potential litigation arising from our use of AI.

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Furthermore, the outcomes of these litigations are inherently uncertain.

Our suppliers and vendors also have and will continue to face intellectual property litigation related to the technology used in the products, equipment, and services they provide to us.

Our suppliers and vendors also face and will continue to face, intellectual property litigation related to the technology used in the products, equipment, and services they provide to us.

If successful, such litigation against our suppliers and vendors might impact their ability to continue to provide the relevant products, equipment, and services to us.

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These products expose us to a wide variety of state and federal regulations.

The financing of devices, such as through our EIP, impact our regulatory compliance obligations.

The financing of devices, such as through our EIP, and the offering of co-branded banking products, such as our T-Mobile Money debit card and T-Mobile Visa credit card, impact our regulatory compliance obligations.

Failure to remain compliant with applicable regulations may increase our risk exposure in the following areas:

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Our business may be impacted by new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations.

In connection with the products and services we sell, we calculate, collect, and remit various federal, state, and local taxes, fees and regulatory charges (“tax” or “taxes”) to numerous federal, state and local governmental authorities, including federal and state USF contributions and common carrier regulatory charges and public safety fees.

As many of our service plans offer taxes and fees inclusive, our business results could be adversely impacted by increases in taxes and fees.

In addition, we incur and pay state and local transaction taxes and fees on purchases of goods and services used in our business.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the laws are issued or applied.

We are subject to a wide variety of federal, state, and local taxes, fees, and regulatory charges.

Tax laws and regulations are dynamic and subject to change through new legislation and evolving legislative, regulatory, administrative, and judicial interpretations.

Changes in tax laws or their interpretation or enforcement could affect our tax rates, tax liabilities, and the carrying value of deferred tax assets or liabilities.

With respect to taxes on our products and services, we calculate, collect, and remit various federal, state, and local taxes, fees, and regulatory charges (“taxes”) to numerous governmental authorities, including sales taxes, Universal Service Fund contributions, common carrier regulatory charges, and public safety fees.

Because many of our service plans are tax inclusive, increases in such taxes may adversely impact our business results.

In many cases, the application of existing, newly enacted, or amended tax laws may be uncertain and subject to different interpretations, especially when evaluated against new technologies and telecommunications services, such as broadband internet access and cloud-related services.

Legislative changes, administrative interpretations and judicial decisions affecting the scope or application of tax laws could also impact revenue reported and taxes due on tax inclusive plans.

Additionally, failure to comply with any of the tax laws could subject us to additional taxes, fines, penalties, or other adverse actions.

In the event that federal, state, and/or local municipalities were to significantly increase taxes and regulatory or public safety charges on our network, operations, or services, or seek to impose new taxes or charges, it could have a material adverse effect on our business, financial condition, and operating results.

Legislative changes, administrative interpretations, and judicial decisions affecting the scope or application of tax laws could also impact reported revenue and taxes due on tax inclusive plans.

Additionally, failure to comply with any applicable tax laws could subject us to additional taxes, fines, penalties, or other adverse actions.

Our wireless licenses are subject to renewal and may be revoked in the event that we violate applicable laws.

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Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions and proceedings, which could limit the ability of our stockholders to obtain a judicial forum of their choice for disputes with the Company or its directors, officers, or employees.

Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Company's bylaws or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine.

behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Company's bylaws, or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine.

This choice of forum provision does not waive our compliance with our obligations under the federal securities laws and the rules and regulations thereunder.

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If we and DT fail to agree on a new trademark license, either we or DT may terminate the trademark license and such termination shall be effective, in the case of clause (i) above, on the third anniversary after a notice of termination and, in the case of clause (ii) above, on the second anniversary after a notice of termination.

A further increase in the royalty rate or termination of the trademark license could have a material adverse effect on our business, financial condition, and operating results.

A further increase in the royalty rate or

termination of the trademark license could have a material adverse effect on our business, financial condition, and operating results.

We cannot guarantee that our current and future stockholder return programs will be fully utilized or that they will enhance long-term stockholder value.

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In addition, the specific timing and amount of any dividend payments are subject to declaration on future dates by the Board of Directors in its sole discretion.

Any stockholder return program could impact our cash flows and affect the trading price of our common stock and increase volatility.

Any stockholder return program could impact our cash flows, affect the trading price of our common stock, and increase volatility.

We cannot guarantee that any stockholder return program will be fully consummated or that it will enhance long-term stockholder value.

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Any announcement of termination of any program may result in a decrease in the price of our common stock.

Future sales of our common stock by DT and SoftBank and foreign ownership limitations by the FCC could have a negative impact on our stock price and decrease the value of our stock.

We cannot predict the effect, if any, that market sales of shares of our common stock by DT or SoftBank will have on the prevailing trading price of our common stock.

Future sales of our common stock by DT and foreign ownership limitations by the FCC could have a negative impact on our stock price and decrease the value of our stock.

We cannot predict the effect, if any, that market sales of shares of our common stock by DT will have on the prevailing trading price of our common stock.

Sales of a substantial number of shares of our common stock could cause our stock price to decline.

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Moreover, the Second Amended and Restated Stockholders’ Agreement generally requires us to cooperate with DT to facilitate the resale of our common stock or debt securities held by DT under shelf registration statements we have filed.

The sale of shares of our common stock by DT or SoftBank (other than in transactions involving the purchase of all of our outstanding shares) could significantly increase the number of shares available in the market, which could cause a decrease in our stock price.

In addition, even if DT or SoftBank does not sell a large number of their shares into the market, their rights to transfer a large number of shares into the market could depress our stock price.

DT has incrementally sold limited amounts of shares of our common stock in the open market.

Any additional sale of shares of our common stock by DT (other than in transactions involving the purchase of all of our outstanding shares) could significantly increase the number of shares available in the market, which could cause a decrease in our stock price.

In addition, even if DT does not sell a large number of its shares into the market, their rights to transfer a large number of shares into the market could depress our stock price.

Furthermore, under existing law, no more than 20% of an FCC licensee’s capital stock may be directly owned, or no more than 25% indirectly owned, or voted by non-U.S.

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What changed 10-K

Item 1A. Risk Factors