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Item 7. Management’s Discussion and Analysis

2026-02-11 compared with 2025-01-31 · 359 added, 273 removed, 452 unchanged (58% of the section changed)

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and its consolidated subsidiaries.

Merger-Related Costs

Merger-related costs associated with our Merger with Sprint generally include:

Acquisition of UScellular Wireless Business

Transaction Overview

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

On May 23, 2025, we launched exchange offers (the “Exchange Offers”) for any and all of certain outstanding senior notes of UScellular for new notes of T-Mobile with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.

In conjunction with the Exchange Offers, we also solicited consents for each series of the outstanding senior notes of UScellular to effect a number of amendments to the applicable indenture under which each such series of notes were issued and are governed (the “Consent Solicitations”).

The consummation of the Exchange Offers and Consent Solicitations were subject to the closing of the UScellular Acquisition (as defined below), which occurred on August 1, 2025.

On July 22, 2025, we entered into asset purchase agreements for the acquisition of substantially all of the wireless operations assets (together with UScellular’s wireless operations and select spectrum assets, the “UScellular Wireless Business”) of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No.

9 Limited Partnership, and Iowa RSA No.

12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of $175 million payable in cash.

Prior to our acquisition of the Iowa Entities, UScellular held a minority interest in each of the Iowa Entities.

The UScellular Wireless Business offers a comprehensive range of wireless communications products and services.

As a combined company, we expect to increase competition in the telecommunications industry, achieve synergies and enhance our rural 5G coverage with our combined network footprint.

Following the closing of the transactions, UScellular and the Iowa Entities will retain ownership of their other spectrum licenses, as well as their towers.

On August 1, 2025, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals (the “UScellular Acquisition Date”), we completed the acquisition of the UScellular Wireless Business, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile.

In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion.

Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers.

On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.

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

UScellular Merger-Related Costs

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

• Integration costs to achieve efficiencies in network, retail, information technology and back office operations and migrate customers to the T-Mobile network and billing systems;

• Restructuring costs, including contract terminations, severance and network decommissioning;

• Transaction costs, including legal and professional services related to the completion of the UScellular Acquisition.

UScellular merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance.

See “Adjusted EBITDA and Core Adjusted EBITDA” in the “ Performance Measures ” section of this MD&A.

Net cash payments for UScellular merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.

UScellular merger-related costs are presented below:

(in millions) Year Ended December 31, Change

2025 2024 $ %

UScellular merger-related costs

Cost of services, exclusive of depreciation and amortization $ 31 $ — $ 31 NM

Cost of equipment sales, exclusive of depreciation and amortization 10 — 10 NM

Selling, general and administrative 222 26 196 754 %

Total UScellular merger-related costs $ 263 $ 26 $ 237 912 %

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

NM - Not meaningful

Anticipated Impacts

As a result of our UScellular Acquisition restructuring and integration activities, we expect to realize cost efficiencies by eliminating redundancies within our combined network as well as other business processes and operations.

Upon completion of these activities, we expect to achieve total annual run rate cost synergies of $1.2 billion, consisting of $950 million in operating expenses and $250 million in capital expenditures, with costs to achieve expected to be approximately $2.6 billion.

Our restructuring and integration activities associated with the UScellular Acquisition are expected to occur over the next two years with substantially all costs incurred and associated cash payments made by the end of fiscal year 2027.

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

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc.

(“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).

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

In exchange, we transferred cash of $621 million.

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

Acquisition of Blis Holdco Limited

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

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

In exchange, we transferred cash of $180 million.

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

Acquisition of Ka’ena Corporation

On May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”).

The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026.

On the Ka’ena Acquisition Date, and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million.

A portion of the upfront payment made on the Ka’ena Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena.

The amount of the upfront payment was subject to customary adjustments, and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.

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

Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues.

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

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

Sprint Merger-Related Costs

Sprint Merger-related costs generally include:

• Integration costs to achieve efficiencies in network, retail, information technology and back office operations, migrate customers to the T-Mobile network and billing systems and the impact of legal matters assumed as part of the Merger;

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• Transaction costs, including legal and professional services related to the completion of the transactions.

Merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance.

Sprint Merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance.

See “Adjusted EBITDA and Core Adjusted EBITDA” in the “ Performance Measures ” section of this MD&A.

Net cash payments for Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.

During the year ended December 31, 2024, we recognized a gain for the $100 million extension fee previously paid by DISH associated with the DISH License Purchase Agreement as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.

Net cash payments for Sprint Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.

During the year ended December 31, 2024, we recognized a gain for the $100 million extension fee previously paid by DISH associated with the DISH License Purchase Agreement (as defined in Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements) as a reduction to Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.

The gain was presented as a reduction in Merger-related costs and excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA.

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

As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with the Merger and, accordingly, no longer separately disclose Merger-related costs.

The cash payments for the Merger-related costs incurred extend beyond 2024.

Cash payments extending beyond 2024 primarily relate to operating and financing leases for which we have recognized accelerated lease expense.

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

Merger-related costs are presented below:

Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements for more information.

As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with the Sprint Merger and, accordingly, no longer separately disclose Sprint Merger-related costs.

The cash payments for the Sprint Merger-related costs incurred extend beyond 2025 and primarily relate to operating leases for which we have recognized accelerated lease expense.

Sprint Merger-related costs are presented below:

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

2025 2024 2023 $ Change % Change $ Change % Change

Merger-related costs

Sprint Merger-related costs

Cost of services, exclusive of depreciation and amortization $ — $ 180 $ 652 $ (180) (100) % $ (472) (72) %

Cost of equipment sales, exclusive of depreciation and amortization — (12) 1,524 12 (100) % (1,536) (101) %

Cost of equipment sales, exclusive of depreciation and amortization — — (12) 0 NM 12 (100) %

Selling, general and administrative — (59) 394 59 (100) % (453) (115) %

Total Merger-related costs $ 121 $ 1,034 $ 4,969 $ (913) (88) % $ (3,935) (79) %

Net cash payments for Merger-related costs $ 767 $ 1,973 $ 3,364 $ (1,206) (61) % $ (1,391) (41) %

2023 Workforce Reduction

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

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

Total Sprint Merger-related costs $ — $ 121 $ 1,034 $ (121) (100) % $ (913) (88) %

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

NM - Not meaningful

Joint Ventures

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, Infrastructure VI fund (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III.

The arrangement is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $950 million in the joint venture to acquire a 50% equity interest and all existing Lumos fiber customers.

The funds invested by us will be used to fund future fiber builds.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million in 2027 or 2028 under the existing business plan.

On April 24, 2024, we entered into a definitive agreement with a fund operated by EQT, EQT Infrastructure VI (“Fund VI”), to establish a joint venture between us and Fund VI to acquire Lumos (“Lumos”), a fiber-to-the-home platform, from EQT’s predecessor fund, EQT Infrastructure III.

On April 1, 2025, we completed the joint acquisition of Lumos, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals.

During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers.

The funds invested by us will be used by the joint venture to fund future fiber builds.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.

Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships.

On July 18, 2024, we entered into a definitive agreement with KKR & Co.

(“KKR”) to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.

This arrangement is expected to close in 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $4.9 billion in the joint venture to acquire a 50% equity interest and all existing residential fiber customers, as well as funding the joint venture.

We do not anticipate making further capital contributions following the closing under the existing business plan.

to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.

On July 24, 2025, we completed the joint acquisition of Metronet upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals.

During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 residential fiber customers.

Following the joint acquisition, Metronet became a wholesale services provider, and its residential fiber retail operations and customers transitioned to us.

We do not anticipate making further capital contributions under the existing business plan.

We account for the Lumos and Metronet joint ventures under the equity method of accounting with our proportionate share of earnings (losses) presented within Other (expense) income, net on our Consolidated Statements of Comprehensive Income.

We recognize revenues for fiber customers and the related wholesale costs paid to the joint ventures for network access within Postpaid revenues and Cost of services, respectively, on our Consolidated Statements of Comprehensive Income.

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

Upon closing of the transactions, we expect to account for the Lumos and Metronet joint ventures under the equity method of accounting and recognize service revenues for the acquired Lumos and Metronet fiber customers and wholesale costs paid to the joint ventures for network access within Cost of services on our Consolidated Statements of Comprehensive Income.

Acquisition of Ka’ena Corporation

On May 1, 2024 (the “Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”).

The total purchase price is variable, dependent upon specified performance indicators of Ka’ena, and consists of an upfront payment on the Acquisition Date and an earnout payable on August 1, 2026.

On the Acquisition Date and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million.

A portion of the upfront payment made on the Acquisition Date was for the settlement of the preexisting wholesale relationship with Ka’ena.

The amount of the upfront payment was subject to customary adjustments and as a result of such adjustments, $17 million of the upfront payment was returned to T-Mobile during the fourth quarter of 2024, which resulted in a commensurate increase in the maximum payable in satisfaction of the earnout.

Based on the adjusted amount paid upfront, up to an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout, dependent upon Ka’ena’s achievement of specified performance indicators.

Prior to the Ka’ena Acquisition, Ka’ena was a wholesale partner of the Company for which we recognized service revenues within Wholesale and other service revenues.

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

Acquisition of UScellular Wireless Operations

substantially all of UScellular’s wireless operations and select spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through an exchange offer to be made to certain UScellular debtholders prior to closing.

To the extent any debtholders do not participate in the exchange, their bonds will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased.

The transaction is expected to close in mid-2025, subject to customary closing conditions and receipt of certain regulatory approvals.

Upon closing of the transaction, we expect to account for the UScellular transaction as a business combination and to consolidate the acquired operations.

We expect this transaction will yield approximately $1.0 billion in total annual run rate cost synergies, including operating expense and capital expenditure synergies, upon integration, with total cost to achieve the integration currently estimated at between $2.2 billion to $2.6 billion.

For more information regarding our acquisition of UScellular’s wireless operations, see Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements.

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc., a provider of technology solutions for digital-out-of-home advertisements, for a purchase price of approximately $625 million.

The purchase price is subject to certain agreed-upon working capital and other adjustments.

The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close in the first quarter of 2025.

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

Network Restructuring Initiative

Recent technological advancements have enhanced our Customer-Driven Coverage insights, enabling us to identify, assess and shut down low customer value sites.

In the fourth quarter of 2025, we began implementing restructuring initiatives to identify

and realize these cost savings on our network, excluding activities associated with the UScellular Acquisition (the “Network Restructuring Initiative”).

The major activities associated with the Network Restructuring Initiative include the rationalization of network and backhaul services and the decommissioning of cell sites and distributed antenna systems to reduce our overall network cost.

Our Network Restructuring Initiative also includes the termination of certain of our operating leases for cell sites and switch sites.

Network Restructuring Initiative costs are presented below:

December 31, 2025

(in millions)

Network Restructuring Initiative

Cost of services, exclusive of depreciation and amortization $ 93

Depreciation and amortization 97

Total Network Restructuring Initiative costs $ 190

Our Network Restructuring Initiative is expected to occur over the next two years with a majority of costs incurred by the end of fiscal year 2026.

We currently expect to incur between $500 million and $800 million of costs associated with the Network Restructuring Initiative.

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

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

2025 Workforce Transformation

In the fourth quarter of 2025, we began implementing a restructuring initiative to streamline operations by centralizing leaders and teams, reducing organizational layers, and eliminating duplicative roles (the “2025 Workforce Transformation”).

We intend to reinvest the expected cost savings from the 2025 Workforce Transformation into the business, including into our digital transformation initiatives.

During the year ended December 31, 2025, we recorded a pre-tax charge of $390 million, related to the 2025 Workforce Transformation, which is included in Cost of services and Selling, general and administrative expenses on our Consolidated Statements of Comprehensive Income.

We have incurred a majority of the costs associated with our 2025 Workforce Transformation initiative, with the remaining costs of approximately $150 million expected to be substantially incurred by the end of the first quarter of 2026.

We expect substantially all associated employee separations and related cash outflows to occur in 2026.

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

2023 Workforce Reduction

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

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

One Big Beautiful Bill Act

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “OBBBA”) into law.

The OBBBA includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions, limitations on interest deductions based on a tax EBITDA framework, and current deductibility of domestic research and development costs.

These provisions were generally effective beginning in 2025 and did not have a material impact on our income tax payments or effective tax rate for the year ended December 31, 2025.

We currently anticipate they will partially

defer our income tax payments and will not have a material impact on our effective tax rate in future years.

Management continues to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.

Revenue Trends

In 2025, we expect Postpaid service revenues to continue to grow, primarily due to continued postpaid account and customer growth as well as postpaid Average Revenue per Account (“ARPA”) growth driven by the execution of our strategy to continuously deepen our account relationships, including growth in High Speed Internet.

We also expect an increase in service revenues upon the closing of our previously announced joint ventures and acquisition of UScellular.

In addition, Wholesale and other service revenues are expected to continue to decline primarily as DISH services more of its Boost customers with their standalone network.

In 2026, we expect Postpaid service revenues to continue to grow, primarily due to continued postpaid account and customer growth as well as postpaid Average Revenue per Account (“ARPA”) growth driven by the execution of our strategy to continuously deepen our account relationships, including growth in broadband.

We expect Wholesale and other service revenues to remain relatively flat to slightly up, primarily from an increase in advertising revenues, offset by lower MVNO revenues, including lower EchoStar and TracFone MVNO revenues.

Operating Expense Trends

In 2025, we expect Total operating expenses to increase, primarily driven by higher Depreciation and amortization from assets placed into service associated with our continued build-out of our nationwide 5G network, a s well as higher Cost of equipment sales, driven by higher expected unit sales from a growing customer base.

We also expect an increase in Total operating expenses upon the closing of our previously announced joint ventures and acquisition of UScellular.

We expect these increases to be partially offset by synergy realization from the acquisition of UScellular benefiting Cost of services.

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

Macroeconomic Trends

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To date, price inflation has not had a significant impact on our operations as we have fixed rates established through long-term contracts for many of our most significant costs, including for many of our tower agreements and backhaul contracts.

Similarly, our exposure to the impact of rising interest rates is limited, primarily to any new debt issuances or draws on our Revolving Credit Facility (as defined below), as interest is paid on our Senior Notes at a fixed rate.

Similarly, our exposure to the impact of fluctuating interest rates is limited, primarily to any new debt issuances or draws on our Revolving Credit Facility (as defined below), as interest is paid on our Senior Notes at a fixed rate.

We continue to monitor the impact of these trends on the payment performance of our customers.

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Selling, general and administrative 23,470 20,818 21,311 2,652 13 % (493) (2) %

Impairment expense — — 477 — NM (477) (100) %

(Gain) loss on disposal group held for sale — (25) 1,087 25 (100) % (1,112) (102) %

Impairment expense 278 — — 278 NM — NM

Gain on disposal group held for sale — — (25) — NM 25 (100) %

Depreciation and amortization 13,508 12,919 12,818 589 5 % 101 1 %

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

Other income (expense), net 113 68 (33) 45 66 % 101 (306) %

Other (expense) income, net (224) 113 68 (337) (298) % 45 66 %

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

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The following discussion and analysis is for the year ended December 31, 2025, compared to the same period in 2024, unless otherwise stated.

For a discussion and analysis of the year ended December 31, 2023, compared to the same period in 2022, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 2, 2024.

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

Total revenues increased $6.9 billion, or 8%.

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

• Higher average postpaid accounts;

• Higher average postpaid accounts, including following the acquisitions of UScellular, Metronet and Lumos;

• Higher postpaid ARPA.

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See “Prepaid ARPU” in the “ Performance Measures ” section of this MD&A.

Wholesale and other service revenues decreased $1.3 billion, or 28%, primarily from:

• Lower MVNO revenues, including the impact from the Ka’ena Acquisition, and lower DISH and TracFone MVNO revenue;

• Lower Affordable Connectivity Program and Lifeline revenues;

• Lower Wireline revenues due to the sale of the Wireline Business on May 1, 2023.

Equipment revenues increased slightly, primarily from:

• An increase of $627 million in liquidation revenue, primarily due to a higher number of liquidated devices, including the impact from the transition of certain device recovery programs from external sources to in-house processing;

mostly offset by

• A decrease of $231 million in device sales revenue, excluding purchased leased devices, primarily from:

• A net decrease in the total number of devices sold, driven by lower Assurance Wireless and prepaid devices, partially offset by higher postpaid devices;

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

• Lower MVNO revenues, including lower EchoStar and TracFone MVNO revenues and the impact from the Ka’ena Acquisition;

• Lower Affordable Connectivity Program revenues;

partially offset by

• Higher advertising revenues, primarily from the acquisitions of Vistar and Blis.

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

• An increase in device sales revenue, primarily from:

• Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix;

• A decrease of $219 million in lease revenues, primarily due to a lower number of customer devices under lease as a result of the continued strategic shift in device financing from leasing to EIP.

Other revenues decreased $220 million, or 19%, primarily from the transition of certain device recovery programs from external sources to in-house processing, resulting in a change in presentation from Other revenues to Equipment revenues.

Total operating expenses decreased $902 million, or 1%.

• A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition, partially offset by lower Assurance Wireless devices;

• An increase in liquidation revenue, primarily due to a higher number of liquidated devices.

Other revenues were essentially flat.

Total operating expenses increased $6.6 billion, or 10%.

The components of this change are discussed below.

Cost of services , exclusive of depreciation and amortization, decreased $884 million, or 8%, primarily from:

• A decrease of $472 million in Merger-related costs related to network decommissioning and integration;

• Lower costs due to the sale of the Wireline Business on May 1, 2023;

• Lower employee costs, primarily due to reduced headcount;

• $141 million of severance and related costs associated with the August 2023 workforce reduction recognized in the prior year;

• Higher Merger synergies;

partially offset by

• Higher site costs related to the continued build-out of our nationwide 5G network.

Cost of equipment sales , exclusive of depreciation and amortization, increased $349 million, or 2%, primarily from:

• An increase of $457 million in liquidation costs, primarily due to a higher number of liquidated devices, including the impact from the transition of certain device recovery programs from external sources to in-house processing;

partially offset by

• A decrease of $81 million in device cost of equipment sales, excluding purchased leased devices, primarily from:

• A net decrease in the total number of devices sold, driven by lower Assurance Wireless and prepaid devices, partially offset by higher postpaid devices;

partially offset by

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

• Higher costs following the acquisition of the UScellular Wireless Business;

• Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos;

• $111 million of severance and related costs associated with the 2025 Workforce Transformation;

• Higher third-party costs primarily due to higher subscribers and the launch of T-Satellite;

• Network Restructuring Initiative costs.

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

• An increase in device cost of equipment sales, primarily from:

• Higher average cost per device sold, primarily driven by an increase in the high-end phone mix;

Selling, general and administrative expenses decreased $493 million, or 2%, primarily from:

• A decrease of $453 million in Merger-related costs, including the $100 million gain recognized during the year ended December 31, 2024, for the extension fee previously paid by DISH associated with the DISH License Purchase Agreement;

• $321 million of severance and related costs associated with the August 2023 workforce reduction recognized in the prior year;

• $202 million of gains associated with the closing of certain spectrum exchange transactions and $105 million of legal-related insurance recoveries recognized during the year ended December 31, 2024;

• Higher Merger synergies;

partially offset by

• Higher costs as a result of the Ka’ena Acquisition;

• A higher number of devices sold, primarily driven by higher postpaid upgrades and following the acquisition of the UScellular Wireless Business, partially offset by lower Assurance Wireless devices;

• An increase in liquidation costs, primarily due to a higher number of liquidated devices.

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

• Higher personnel-related costs, including payroll and benefits;

• Higher advertising expenses;

Gain on disposal group held for sale was $25 million for the year ended December 31, 2023, related to the sale of the Wireline Business on May 1, 2023.

There was no gain or loss on disposal group held for sale for the year ended December 31, 2024.

Depreciation and amortization increased slightly, primarily from higher depreciation expense from the acceleration of certain technology assets in the first half of 2024 as we continue to modernize our network, technology systems and platforms and from the continued build-out of our nationwide 5G network.

Operating income , the components of which are discussed above, increased $3.7 billion, or 26%.

Interest expense, net increased slightly, primarily from:

• Higher interest expense, primarily due to higher average debt outstanding and a higher average effective interest rate;

mostly offset by

• Higher interest income, primarily due to higher average balances and higher average interest rates on short-term cash equivalents.

Other income, net increased $45 million, or 66%, primarily from the $80 million gain recognized during the year ended December 31, 2024, associated with the partial settlement of the Sprint Retirement Pension Plan retiree obligations.

See Note 13 – Employee Compensation and Benefit Plans for additional information.

• Higher costs following the UScellular Acquisition, including merger-related costs;

• Prior year recognition of $202 million of gains associated with the closing of certain spectrum exchange transactions, $105 million of legal-related insurance recoveries and a $100 million gain for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased;

• $279 million of severance and related costs associated with the 2025 Workforce Transformation;

• Higher bad debt expense driven by higher customers and device sales, including following the UScellular Acquisition;

partially offset by

• A $151 million gain recognized in the current year related to the completed sale of a portion of our 3.45 GHz spectrum licenses.

Impairment expense was $278 million for the year ended December 31, 2025, due to the impairment of capitalized software development costs related to our billing system.

See Note 6 – Property and Equipment of the Notes to the Consolidated Financial Statements for additional information.

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

• Higher depreciation expense from assets acquired in the UScellular Acquisition and the continued build-out of our nationwide 5G network;

• Higher amortization of capitalized software driven by increased in-service software related to our ongoing digital transformation initiatives;

• Higher amortization from intangible assets acquired through our acquisitions in the current year;

partially offset by

• The acceleration of depreciation for certain technology assets in the prior year.

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

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

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

• Our proportionate share of losses from the Lumos and Metronet joint ventures recognized during the current year;

• Prior year recognition of an $80 million gain, associated with the partial settlement of the Sprint Retirement Pension Plan retiree obligations.

See Note 13 – Employee Compensation and Benefit Plans of the Notes to the Consolidated Financial Statements for additional information.

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

Income tax expense increased $691 million, or 26%, primarily from:

• Higher income before income taxes;

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

• Lower income before income taxes;

• An increase in excess tax benefits related to the vesting of restricted stock awards;

partially offset by

• An increase in tax benefits from adjustments to certain tax reserves;

• Net tax benefits recognized from a remeasurement of deferred tax assets and liabilities in certain state jurisdictions.

• Net tax benefits recognized in the prior year from adjustments to certain tax reserves.

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

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

Net income included:

• Merger-related costs, net of Merger-related gain and tax, of $91 million for the year ended December 31, 2024, compared to Merger-related costs, net of tax, of $775 million for the year ended December 31, 2023.

• Severance and related costs associated with the August 2023 workforce reduction of $347 million, net of tax, for the year ended December 31, 2023.

Net income for the year ended December 31, 2025 included:

• Severance and related costs associated with the 2025 Workforce Transformation of $293 million, net of tax;

• Impairment expense related to certain capitalized software development costs related to our billing system of $208 million, net of tax.

Guarantor Financial Information

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Noncurrent liabilities 132,327 122,934

122,934 128,197

Due to non-guarantors 1,469 1,507

Due to related parties 2,174 2,098

(1) The decrease in Noncurrent liabilities and Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2024.

The summarized results of operations information for the consolidated obligor group of debt issued by T-Mobile USA, Inc.

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Operating expenses to non-guarantors 2,493 2,481

Other expense to non-guarantors (116) (699)

Other income (expense) to non-guarantors 12 (116)

The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint is presented in the table below:

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Noncurrent liabilities 101,281 96,145

96,145 110,688

Due to non-guarantors (1)

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Due to related parties 2,174 2,098

(1) The decrease in Noncurrent liabilities and Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2024.

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

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint is presented in the table below:

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Noncurrent liabilities 97,390 92,278

92,278 106,881

Due to non-guarantors (1)

12,318 32,706

Due to related parties 2,174 2,098

(1) The decrease in Noncurrent liabilities and Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the year ended December 31, 2024.

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

The summarized results of operations information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:

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These operating and financial measures are utilized by our management to evaluate our operating performance and, in certain cases, our ability to meet liquidity requirements.

Although companies in the wireless industry may not define each of these measures in precisely the same way, we believe that these measures facilitate comparisons with other companies in the wireless industry on key operating and financial measures.

Although companies in the telecommunications industry may not define each of these measures in precisely the same way, we believe that these measures facilitate comparisons with other companies in the industry on key operating and financial measures.

Starting with the three months ending March 31, 2026, we will shift away from reporting total customers, including total postpaid, postpaid phone, prepaid, and broadband customers, to better align with the Company’s long-held priority on growing high-value accounts, which management believes is the best reflection of value creation versus customers.

Correspondingly, with this shift, we will no longer report postpaid phone ARPU and prepaid ARPU.

Postpaid Accounts

A postpaid account is generally defined as a billing account number that generates revenue.

Postpaid accounts generally consist of customers that are qualified for postpaid service utilizing phones, High Speed Internet modems, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service.

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

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

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34,240 30,894 29,797 3,346 11 % 1,097 4 %

(1) Customers impacted by the decommissioning of the legacy Sprint CDMA and LTE and T-Mobile UMTS networks have been excluded from our postpaid account base resulting in the removal of 57,000 postpaid accounts in the first quarter of 2022 and 69,000 postpaid accounts in the second quarter of 2022.

(1) In the third quarter of 2025, we acquired 1,448,000 postpaid accounts through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.

(2) In the third quarter of 2025, we acquired 633,000 postpaid accounts from Metronet and other acquisitions.

(3) In the second quarter of 2025, we acquired 85,000 postpaid accounts from Lumos.

Postpaid Net Account Additions

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

Postpaid net account additions decreased 174,000, or 14%, for the year ended December 31, 2024, primarily from fewer High Speed Internet only additions.

A customer is generally defined as a SIM number with a unique T-Mobile identifier which is associated with an account that generates revenue.

Customers are qualified either for postpaid service utilizing phones, High Speed Internet modems, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.

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

• Higher gross account additions, including fiber account additions following the acquisitions of Metronet and Lumos;

partially offset by

• Higher account deactivations, including the impact from a growing account base;

• The temporary impact of current year rate plan optimizations.

A customer is generally defined as a SIM number with a unique T-Mobile identifier that is associated with an account that generates revenue.

Customers are qualified either for postpaid service utilizing phones, 5G broadband gateways, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.

The following table sets forth the number of ending customers:

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Postpaid phone customers (1)

85,594 79,013 75,936 6,581 8 % 3,077 4 %

Postpaid other customers (1) (2) (3)

30,851 25,105 22,116 5,746 23 % 2,989 14 %

Total postpaid customers 116,445 104,118 98,052 12,327 12 % 6,066 6 %

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4,878 3,504 170 1,374 39 % 3,334 NM

(1) In the third quarter of 2025, we acquired 3,287,000 postpaid phone customers, 390,000 postpaid other customers, including 141,000 5G broadband customers, and 349,000 prepaid customers through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.

(2) In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.

(3) In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.

(4) In the second quarter of 2024, we acquired 3,504,000 prepaid customers through the Ka’ena Acquisition, which includes the impact of certain base adjustments to align the policies of Ka’ena and T-Mobile.

(2) Customers impacted by the decommissioning of the legacy Sprint CDMA and LTE and T-Mobile UMTS networks have been excluded from our customer base resulting in the removal of 212,000 postpaid phone customers and 349,000 postpaid other customers in the first quarter of 2022 and 284,000 postpaid phone customers, 946,000 postpaid other customers and 28,000 prepaid customers in the second quarter of 2022.

In the fourth quarter of 2023, we recognized an additional base adjustment to increase postpaid phone customers by 20,000 and increase postpaid other customers by 150,000 due to fewer customers than expected whose service was deactivated as a result of the network shut-downs.

In connection with our acquisition of companies, we included a base adjustment in the first quarter of 2022 to increase postpaid phone customers by 17,000 and reduce postpaid other customers by 14,000.

Certain customers now serviced through reseller contracts were removed from our reported postpaid customer base resulting in the removal of 42,000 postpaid phone customers and 20,000 postpaid other customers in the second quarter of 2022.

(5) In the fourth quarter of 2023, we recognized a base adjustment to increase postpaid phone customers by 20,000 and increase postpaid other customers by 150,000 due to fewer customers than expected whose service was deactivated as a result of the network shutdowns.

NM - Not meaningful

High Speed Internet customers included in Postpaid other customers were 5,742,000 and 4,288,000 as of December 31, 2024 and 2023, respectively.

High Speed Internet customers included in Prepaid customers were 688,000 and 488,000 as of December 31, 2024 and 2023, respectively.

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

5G broadband customers included in Prepaid customers were 848,000 and 688,000 as of December 31, 2025 and 2024, respectively.

Fiber customers included in Postpaid other customers were 997,000 as of December 31, 2025.

Net Customer Additions

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4,878 3,504 170 1,374 39 % 3,334 NM

(2) In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.

(3) In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.

NM - Not meaningful

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• Higher postpaid other net customer additions, primarily due to

• Higher net additions from mobile internet devices, primarily due to higher prior year deactivations of lower ARPU mobile internet devices in the educational sector that were activated during the COVID-19 pandemic and no longer needed;

• Higher net additions from mobile internet devices, including success from business customers and higher prior year deactivations of lower ARPU mobile internet devices in the educational sector activated during the COVID-19 pandemic and no longer needed;

• Higher broadband net additions;

• Higher net additions from other connected devices;

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• Lower net additions from wearables;

• Lower net additions from High Speed Internet, primarily driven by increased deactivations from a growing customer base, partially offset by a lower churn rate;

• Higher postpaid phone net customer additions, primarily from higher gross additions, partially offset by higher churn and increased deactivations from a growing customer base;

partially offset by

• Lower prepaid net customer additions, primarily driven by continued moderation of prepaid industry growth and lower net additions from High Speed Internet, partially offset by higher net additions following the Ka’ena Acquisition.

• High Speed Internet net customer additions included in postpaid other net customer additions were 1,454,000 and 1,878,000 for the years ended December 31, 2024 and 2023, respectively.

High Speed Internet net customer additions included in prepaid net customer additions were 200,000 and 252,000 for the years ended December 31, 2024 and 2023, respectively.

• Lower prepaid net customer additions, primarily from increased deactivations from a growing customer base, primarily due to the Ka’ena Acquisition, and higher prepaid to postpaid migrations, partially offset by higher gross additions.

• 5G broadband net customer additions included in postpaid other net customer additions were 1,719,000 and 1,454,000 for the years ended December 31, 2025 and 2024, respectively.

5G broadband net customer additions included in prepaid net customer additions were 160,000 and 200,000 for the years ended December 31, 2025 and 2024, respectively.

• Fiber net customer additions included in postpaid other net customer additions were 136,000 for the year ended December 31, 2025.

Churn represents the number of customers whose service was deactivated as a percentage of the average number of customers during the specified period further divided by the number of months in the period.

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Prepaid churn 2.72 % 2.73 % 2.76 % -1 bps -3 bps

Postpaid phone churn decreased 1 basis point, primarily from improved customer retention, including the benefits of a differentiated value proposition and network experience.

Prepaid churn decreased 3 basis points, primarily from improved customer retention.

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

Prepaid churn decreased slightly.

Postpaid Average Revenue Per Account

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We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assists in forecasting our future postpaid service revenues on a per account basis.

We consider postpaid ARPA to be indicative of our revenue growth potential given the increase in the average number of postpaid phone customers per account and increases in postpaid other customers, including High Speed Internet, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

We consider postpaid ARPA to be indicative of our revenue growth potential given the increase in the average number of postpaid phone customers per account and increases in postpaid other customers, including 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

The following table sets forth our operating measure ARPA:

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

• The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;

• An increase in customers per account, including from the continued adoption of 5G broadband and continued growth of T-Mobile for Business customers, partially offset by fiber and UScellular accounts with fewer customers per account;

• Higher premium services, primarily high-end rate plans, net of contra revenues for content included in such plans, and discounts for specific affinity groups, such as 55+, military and first responders;

• An increase in customers per account, including continued adoption of High Speed Internet;

• The impact from rate plan optimizations;

partially offset by

• Increased promotional activity;

• An increase in total High Speed Internet only accounts.

• Increased promotional activity, including the success of bundled offerings.

Average Revenue Per User

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We believe ARPU provides management, investors and analysts with useful information to assess and evaluate our service revenue per customer and assist in forecasting our future service revenues generated from our customer base.

Postpaid phone ARPU excludes postpaid other customers and related revenues, which include High Speed Internet, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

Postpaid phone ARPU excludes postpaid other customers and related revenues, which include 5G broadband, fiber, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT).

The following table sets forth our operating measure ARPU:

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Postpaid Phone ARPU

Postpaid phone ARPU increased slightly, primarily from:

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

• The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;

• The impact from rate plan optimizations;

mostly offset by

• Increased promotional activity.

Prepaid ARPU decreased $1.86, or 5%, primarily from the inclusion of lower ARPU prepaid customers associated with the Ka’ena Acquisition.

partially offset by continued growth in T-Mobile for Business customers with lower ARPU given larger account sizes;

• The impact of customers acquired in the UScellular Acquisition, which have slightly higher ARPU;

partially offset by

• Increased promotional activity, including the success of bundled offerings.

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

Adjusted EBITDA and Core Adjusted EBITDA

Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization, stock-based compensation and certain expenses, gains and losses, which are not reflective of our ongoing operating performance (“Special Items”).

Special Items include Merger-related costs, (gain) loss on disposal groups held for sale, certain legal-related recoveries and expenses, restructuring costs not directly attributable to the Merger (including severance), and other non-core gains and losses.

Special Items include Sprint Merger-related costs and UScellular merger-related costs (collectively, “Merger-related costs”), costs associated with our Network Restructuring Initiative, certain legal-related expenses and recoveries, Impairment expense, restructuring costs not directly attributable to the Sprint Merger or UScellular Acquisition (including severance), and other non-core gains and losses.

Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues.

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We use Adjusted EBITDA and Core Adjusted EBITDA as benchmarks to evaluate our operating performance in comparison to our competitors.

Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and to facilitate comparisons with other wireless communications services companies because they are indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, non-cash stock-based compensation, and Special Items.

Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and to facilitate comparisons with other wireless communications and broadband services companies because they are indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, non-cash stock-based compensation, and Special Items.

Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the Company’s device financing strategy, by excluding the impact of device lease revenues from Adjusted EBITDA, to align with the exclusion of the related depreciation expense on leased devices from Adjusted EBITDA.

Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with GAAP.

Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted

EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with GAAP.

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

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

Other (income) expense, net (113) (68) 33 (45) 66 % (101) (306) %

Other expense (income), net 224 (113) (68) 337 (298) % (45) 66 %

Income tax expense 3,289 3,373 2,682 (84) (2) % 691 26 %

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772 586 644 186 32 % (58) (9) %

Merger-related costs (2)

Merger-related costs, net (2)

263 147 1,034 116 79 % (887) (86) %

Impairment expense — — 477 — NM (477) (100) %

Legal-related (recoveries) expenses, net (3)

Network Restructuring Initiative costs 93 — — 93 NM — NM

Legal-related expenses (recoveries), net (3)

16 (89) (42) 105 (118) % (47) 112 %

(Gain) loss on disposal group held for sale — (25) 1,087 25 (100) % (1,112) (102) %

Impairment expense 278 — — 278 NM — NM

Gain on disposal group held for sale — — (25) — NM 25 (100) %

Other, net (4)

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(1) Stock-based compensation includes payroll tax impacts and may not agree with stock-based compensation expense on the consolidated financial statements.

Additionally, certain stock-based compensation expenses associated with the Transactions have been included in Merger-related costs.

(2) Merger-related costs, for the year ended December 31, 2024, includes the $100 million gain recognized for the extension fee previously paid by DISH associated with the DISH License Purchase Agreement.

(3) Legal-related (recoveries) expenses, net, consists of the settlement of certain litigation associated with the August 2021 cyberattack and is presented net of insurance recoveries.

(4) Other, net, primarily consists of certain severance, restructuring and other expenses, gains and losses, not directly attributable to the Merger, which are not reflective of T-Mobile’s core business activities and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA.

Other, net, for the year ended December 31, 2023, includes $462 million of severance and related costs associated with the August 2023 workforce reduction.

Additionally, certain stock-based compensation expenses associated with the Sprint Merger have been included in Merger-related costs, net.

(2) Merger-related costs, net, for the year ended December 31, 2024, includes the $100 million gain recognized for the extension fee previously paid by DISH associated with the DISH License Purchase Agreement.

(3) Legal-related expenses (recoveries), net, consists of the settlement of certain litigation and compliance costs associated with the August 2021 cyberattack and is presented net of insurance recoveries.

(4) Other, net, primarily consists of certain severance, restructuring and other expenses, gains and losses, not directly attributable to the Sprint Merger or UScellular Acquisition, which are not reflective of T-Mobile’s ongoing core business activities and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA.

Other, net, for the year ended December 31, 2025, includes $390 million of severance and related costs associated with the 2025 Workforce Transformation.

Other, net, for the year ended December 31, 2023, includes $462 million of severance and related costs associated with the 2023 Workforce Reduction.

NM - Not meaningful

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• Higher Equipment revenues, excluding Lease revenues;

• Lower Cost of services, excluding Special Items;

partially offset by

• Higher Selling, general and administrative expenses, excluding Special Items;

• Higher Cost of equipment sales, excluding Special Items;

• Higher Selling, general and administrative expenses, excluding Special Items;

• Higher Cost of services, excluding Special Items.

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

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables, the Revolving Credit Facility and an unsecured short-term commercial paper program.

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables, the Revolving Credit Facility (as defined below) and an unsecured short-term commercial paper program.

Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt in the future to finance our business strategy under the terms governing our existing and future indebtedness.

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

• A $4.6 billion decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts payable and accrued liabilities, Accounts receivable, Short- and long-term operating lease liabilities and Other current and long-term liabilities, partially offset by higher use of cash from Other current and long-term assets, Inventory, and Equipment installment plan receivables;

• A $1.0 billion increase in Net income, adjusted for non-cash income and expenses.

• A $49 million decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Accounts receivable and Other current and long-term liabilities, partially offset by higher use of cash from Accounts payable and accrued liabilities, Equipment installment plan receivables and Operating lease right-of-use assets.

• Net cash provided by operating activities includes the impact of $767 million and $2.0 billion in net payments for Merger-related costs for the years ended December 31, 2024 and 2023, respectively.

• Net cash provided by operating activities includes the impact of the Pledge Amendments as described below.

• Net cash provided by operating activities includes the impact of $358 million and $789 million in net payments for Merger-related costs for the years ended December 31, 2025 and 2024, respectively.

Investing Activities

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The use of cash was primarily from:

• $8.8 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;

• $3.5 billion in Purchases of spectrum licenses and other intangible assets, including deposits, primarily for the 600 MHz licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements);

• $373 million of cash consideration, net of cash acquired, related to the Ka’ena Acquisition;

• $10.0 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network, including increased greenfield site builds, and incremental capital expenditures following the acquisition of UScellular;

• $4.1 billion in Investments in unconsolidated affiliates, net, primarily from the joint acquisitions of Metronet and Lumos;

• $3.5 billion of cash consideration, net of cash acquired, related to our acquisitions of UScellular, Vistar and Blis;

• $2.6 billion in purchases of spectrum and intangible assets, including the fiber customers purchased from Metronet and Lumos (see Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements) and remaining 600 MHz spectrum licenses purchased from Channel 51 License Co LLC and LB License Co, LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements) ;

partially offset by

• $3.6 billion in Proceeds related to beneficial interests in securitization transactions.

• $2.2 billion in Proceeds from the sale of property, equipment and intangible assets, primarily from the sale of a portion of the 3.45 GHz licenses to N77 License Co LLC (see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Consolidated Financial Statements).

Financing Activities

Net cash used in financing activities increased $718 million, or 6%.

Net cash used in financing activities decreased $2.7 billion, or 21%.

The use of cash was primarily from:

5 unchanged sentences

partially offset by

• $8.6 billion in Proceeds from issuance of long-term debt.

• $12.0 billion in Proceeds from issuance of long-term debt, net.

Cash and Cash Equivalents

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Cash purchases of property and equipment, including capitalized interest (9,955) (8,840) (9,801) (1,115) 13 % 961 (10) %

Proceeds from sales of tower sites — 12 9 (12) (100) % 3 33 %

Proceeds from sales of tower sites — — 12 — NM (12) (100) %

Proceeds related to beneficial interests in securitization transactions — 3,579 4,816 (3,579) (100) % (1,237) (26) %

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Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) 25 % 26 % 21 % -100 bps 500 bps

Adjusted Free Cash Flow increased $3.4 billion, or 25%, for the year ended December 31, 2024, primarily from:

NM - Not meaningful

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

• Higher Net cash provided by operating activities, as described above;

• Lower Cash purchases of property and equipment, including capitalized interest, driven by increased capital efficiencies from accelerated investments in our nationwide 5G network in previous years;

partially offset by

• Lower Proceeds related to beneficial interests in securitization transactions, which were offset in Net cash provided by operating activities.

• Adjusted Free Cash Flow includes the impact of $767 million and $2.0 billion for the years ended December 31, 2024 and 2023, respectively, in net payments for Merger-related costs.

• Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases, including for increased greenfield site builds and incremental capital expenditures following the acquisition of the UScellular Wireless Business.

• Certain cash proceeds associated with the sale of receivables, which were recognized within investing cash flows before November 1, 2024, are recognized as operating cash flows.

This change had no net impact to Adjusted Free Cash Flow.

• Adjusted Free Cash Flow includes the impact of $358 million and $789 million in net payments for Merger-related costs for the years ended December 31, 2025 and 2024, respectively.

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

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As of December 31, 2025, there was no outstanding balance under the Revolving Credit Facility.

Subsequent to December 31, 2025, on January 5, 2026, we entered into a Second Amended and Restated Credit Agreement, which among other things, increased the aggregate commitment amount of the Revolving Credit Facility to $10.0 billion.

See Note 9 – Debt of the Notes to the Consolidated Financial Statements for more information regarding the Second Amended and Restated Credit Agreement.

We maintain an unsecured short-term commercial paper program with the ability to borrow up to $2.0 billion from time to time.

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Debt Financing

On January 31, 2025, we entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (“ECA Facility”), providing for a loan of up to $1.0 billion (the “ECA Facility due March 2036”).

On March 17, 2025, we drew down the full $1.0 billion available under the ECA Facility due March 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Consolidated Statements of Cash Flows.

On August 29, 2025, we entered into an ECA Facility, providing for a loan of up to $1.0 billion (the “ECA Facility due November 2036”).

During the fourth quarter of 2025, we drew down the full $1.0 billion available under the ECA Facility due November 2036 and recognized the net proceeds within Proceeds from issuance of long-term debt, net on our Consolidated Statements of Cash Flows.

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

During the year ended December 31, 2024, we issued long-term debt for net proceeds of $8.6 billion and repaid short-term debt with an aggregate principal amount of $5.1 billion.

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

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

Subsequent to December 31, 2025, on January 22, 2026, we delivered notices of redemption on $3.0 billion aggregate principal amount of our 4.750% Senior Notes due 2028 and 4.750% Senior Notes to affiliates due 2028.

We redeemed the notes at par on February 1, 2026.

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

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

Spectrum Auctions

In September 2022, the FCC announced that we were the winning bidder of 7,156 licenses in Auction 108 (2.5 GHz spectrum) for an aggregate price of $304 million.

At inception of Auction 108 in June 2022, we deposited $65 million.

We paid the FCC the remaining $239 million for the licenses won in the auction in September 2022.

On February 29, 2024, the FCC issued to us the licenses won in Auction 108, and substantially all of these licenses were deployed in March 2024.

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

License Purchase Agreements

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The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.

We anticipate that the remaining deferred licenses from the second tranche of $604 million will close in 2025.

The parties have agreed that each of the closings will occur within 180 days after the receipt of the applicable required regulatory approvals, and payment of each portion of the aggregate $3.5 billion purchase price will occur no later than 40 days after the date of each respective closing.

On September 12, 2023, we entered into a License Purchase Agreement with Comcast pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval.

The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the License Purchase Agreement.

On January 13, 2025, we and Comcast entered into an amendment to the License Purchase Agreement pursuant to which we will acquire additional spectrum.

The FCC approved the purchase of the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025.

The purchase of the remaining licenses closed on June 2, 2025, and the associated payment of $604 million was made on the same day.

On September 12, 2023, we entered into a license purchase agreement with Comcast (the “Comcast License Purchase Agreement”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval.

The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the Comcast License Purchase Agreement.

On January 13, 2025, we and Comcast entered into an amendment to the Comcast License Purchase Agreement, pursuant to which we will acquire additional spectrum.

Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion.

We anticipate the closing will occur in the first half of 2028.

The parties are currently targeting a closing on the acquisition of approximately $45 million of the spectrum licenses in the first half of 2026, with the remaining spectrum license acquisitions targeting a closing in the first half of 2028.

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

As of December 31, 2024 and 2023, the licenses subject to the License Purchase Agreement were held at cost of $2.7 billion in Spectrum licenses on our Consolidated Balance Sheets.

We maintain the right to terminate the License Purchase

Agreement no later than February 7, 2025, as we did not receive written notice of committed financing as of December 9, 2024, from the Buyer at or above a certain target level of cash consideration.

If we do not terminate the License Purchase Agreement, the transaction is subject to FCC approval.

Following receipt of the required regulatory approvals, on April 30, 2025, we completed the sale of a portion of our 3.45 GHz spectrum licenses for $2.0 billion.

On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P.

and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain.

In addition, we may receive a share of certain future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, subject to certain terms and conditions and following a certain return on invested capital for Grain.

The transaction is subject to customary closing conditions and contingent on the receipt of regulatory approvals, including the FCC’s approval regarding certain modifications to the 800 MHz spectrum licenses, and the parties are currently targeting a closing in the first half of 2026.

In addition, we expect an increase to our cash income tax liability of approximately $850 million upon the transaction close.

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

Acquisition of Ka’ena Corporation

On the Acquisition Date, we completed the Ka’ena Acquisition.

The total purchase price is variable, dependent upon specified performance indicators of Ka’ena, and consists of an upfront payment on the Acquisition Date and an earnout payable on August 1, 2026.

On May 1, 2024, we completed the Ka’ena Acquisition.

The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable in the third quarter of 2026.

On the Ka’ena Acquisition Date and in satisfaction of the upfront payment, we transferred $420 million in cash and 3,264,952 shares of T-Mobile common stock valued at $536 million as determined based on its closing market price on April 30, 2024, for a total payment fair value of $956 million.

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

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

Acquisition of Vistar Media Inc.

On February 3, 2025, we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile.

In exchange, we transferred cash of $621 million.

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

Acquisition of Blis Holdco Limited

On March 3, 2025, we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile.

In exchange, we transferred cash of $180 million.

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

Lumos Joint Venture

On April 24, 2024, we entered into a definitive agreement with Fund VI to establish a joint venture between us and Fund VI to acquire Lumos from EQT’s predecessor fund, EQT Infrastructure III.

The arrangement is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $950 million in the joint venture to acquire a 50% equity interest and all existing Lumos fiber customers.

The funds invested by us will be used to fund future fiber builds.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million in 2027 or 2028 under the existing business plan.

On April 1, 2025, we completed the joint acquisition of Lumos.

During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.

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

Acquisition of UScellular Wireless Operations

On May 24, 2024, we entered into a securities purchase agreement with UScellular pursuant to which, among other things, we will acquire substantially all of UScellular’s wireless operations and select spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through an exchange offer to be made to certain UScellular debtholders prior to closing.

To the extent any debtholders do not participate in the exchange, their bonds will continue as obligations of UScellular, and the cash portion of the purchase price will be correspondingly increased.

The transaction is expected to close in mid-2025, subject to customary closing conditions and receipt of certain regulatory approvals.

Following the closing of the transaction, UScellular will retain ownership of its other spectrum, as well as its towers.

Subject to the closing of the transaction, we will enter into a 15-year master license agreement to lease space on at least 2,100 towers being retained and to extend our tenancy term on approximately 600 towers where we are already leasing space from UScellular for 15 years post-closing.

We estimate the incremental future minimum lease payments associated with the master license agreement will be $1.4 billion over 15 years post-closing.

Metronet Joint Venture

On July 18, 2024, we entered into a definitive agreement with KKR to establish a joint venture to acquire Metronet.

This arrangement is expected to close in 2025, subject to customary closing conditions and regulatory approvals.

At closing, we expect to invest approximately $4.9 billion in the joint venture to acquire a 50% equity interest and all existing residential fiber customers, as well as funding the joint venture.

On July 24, 2025, we completed the joint acquisition of Metronet.

During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 fiber customers.

We do not anticipate making further capital contributions following the closing under the existing business plan.

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

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc., for a purchase price of approximately $625 million.

The purchase price is subject to certain agreed-upon working capital and other adjustments.

The acquisition is subject to certain customary closing conditions, including certain regulatory approvals, and is expected to close in the first quarter of 2025.

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

Acquisition of UScellular Wireless Business

On August 1, 2025, we completed the UScellular Acquisition, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile.

In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion.

Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers.

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

Off-Balance Sheet Arrangements

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Future Sources and Uses of Liquidity

We may seek additional sources of liquidity, including through the issuance of additional debt, to continue to opportunistically acquire spectrum licenses or other long-lived assets in private party transactions, repurchase shares, pay dividends or for the refinancing of existing long-term debt on an opportunistic basis.

We may seek additional sources of liquidity, including through the issuance of additional debt, to continue to opportunistically acquire spectrum licenses or other long-lived assets in private party transactions, make strategic investments, repurchase shares, pay dividends or for the refinancing of existing long-term debt on an opportunistic basis.

Excluding liquidity that could be needed for acquisitions of businesses, spectrum and other long-lived assets, or for any potential stockholder returns, we expect our principal sources of funding to be sufficient to meet our anticipated liquidity needs for business operations for the next 12 months, as well as our longer-term liquidity needs.

Our intended use of any such funds is for general corporate purposes, including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of debt, tower obligations, share repurchases, and dividend payments.

Our intended use of any such funds is for general corporate purposes,

including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of debt, tower obligations, share repurchases, and dividend payments.

We determine future liquidity requirements for operations, capital expenditures, share repurchases and dividend payments based in large part upon projected financial and operating performance, and opportunities to acquire additional spectrum or repurchase shares.

We regularly review and update these projections for changes in current and projected financial and operating results, general economic conditions, the competitive landscape and other factors.

We have incurred, and will incur, substantial expenses to comply with the Government Commitments, and we have incurred all of the remaining restructuring and integration costs associated with the Merger, with the cash expenditures for the Merger-related costs extending beyond 2024.

We have incurred, and will incur, substantial expenses to comply with the Government Commitments, and we have incurred all of the remaining restructuring and integration costs associated with the Sprint Merger, with the cash expenditures for the Sprint Merger-related costs extending beyond 2025.

Additionally, we are expecting to incur substantial expenses in connection with the UScellular Acquisition, including coordinating and integrating businesses, operations, policies and procedures.

Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately.

These expenses could exceed the costs historically borne by us and adversely affect our financial condition and results of operations.

There are a number of additional risks and uncertainties that could cause our financial and operating results and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment.

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We have uncommitted financing lease facilities with certain third parties that provide us with the ability to enter into financing leases for network equipment and services.

As of December 31, 2024, we have entered into $9.9 billion of financing leases under these financing lease facilities, of which $1.2 billion was executed during the year ended December 31, 2024.

We expect to enter into up to a total of $1.2 billion in financing lease commitments during the year ending December 31, 2026.

As of December 31, 2025, we have entered into $11.1 billion of financing leases under these financing lease facilities, of which $1.2 billion was executed during the year ended December 31, 2025.

Capital Expenditures

Our liquidity requirements for capital expenditures have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure, the integration of the networks, spectrum, technology, personnel and customer base of T-Mobile and Sprint, which is substantially complete, and investments in information technology platforms.

We expect to maintain our investment in capital expenditures related to these efforts in 2025 compared to

2024, as we continue to build out our nationwide 5G network and our digital transformation.

Our capital liquidity requirements have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure, the integration of the networks, spectrum, technology, personnel and customer base of T-Mobile and UScellular, and investments in information technology platforms.

We expect to maintain our investment in capital expenditures related to these efforts in 2026 compared to 2025, as we continue our integration efforts, maintain our commitment to build out our nationwide 5G network and continue our digital transformation.

Future capital expenditure requirements will be primarily driven by the deployment of acquired spectrum licenses.

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Stockholder Returns

On September 6, 2023, our Board of Directors authorized our 2023-2024 Stockholder Return Program of up to $19.0 billion that ran from October 1, 2023, through December 31, 2024.

On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion through December 31, 2025.

The 2025 Stockholder Return Program consisted of repurchases of shares of our common stock and the payment of cash dividends.

During the year ended December 31, 2024, we repurchased 59,376,922 shares of our common stock at an average price per share of $187.07 for a total purchase price of $11.1 billion, all of which were purchased under the 2023-2024 Stockholder Return Program.

During the year ended December 31, 2024, we paid an aggregate of $3.3 billion, in cash dividends to our stockholders, which was presented within Net cash used in financing activities on our Consolidated Statements of Cash Flows.

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

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

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

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

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

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

On December 11, 2025, we announced that our Board of Directors authorized our 2026 Stockholder Return Program of up to $14.6 billion that will run through December 31, 2026.

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The amount available under the 2026 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.

The 2025 Stockholder Return Program is the next step consistent with the Company’s capital allocation framework outlined at its recent Capital Markets Day.

As discussed at Capital Markets Day, the Company expects its business plan to support approximately $80.0 billion in investments and capital returns between September 18, 2024, and the end of 2027.

The Company currently plans to allocate such funds as follows:

• Up to $50.0 billion for share repurchases and cash dividends, which includes the 2025 Stockholder Return Program;

• Approximately $19.5 billion in a discretionary and flexible envelope for potential activities, which may include de-levering, investments in our core business, strategic investments, and/or additional capital returns to stockholders beyond the $50.0 billion initial allocation;

• Approximately $10.5 billion to complete pending transactions.

See Note 2 - Business Combinations , Note 3 - Joint Ventures and Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional information.

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

The 2026 Stockholder Return Program aligns with our commitment to a balanced capital allocation strategy that supports core and strategic investments in the business while delivering returns to stockholders.

From January 1, 2026, through the end of 2027, the Company expects its business plan to support:

• Up to approximately $30.0 billion for share repurchases and cash dividends, which includes the 2026 Stockholder Return Program;

• Over $22.0 billion in a discretionary and flexible envelope for opportunistic deployment, which may include de-levering, investments in our core business, strategic investments, and/or additional capital returns to stockholders beyond the $30.0 billion allocation.

On December 4, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which will be paid on March 12, 2026, to stockholders of record as of the close of business on February 27, 2026.

As of December 31, 2025, $1.1 billion for dividends payable is presented within Other current liabilities on our Consolidated Balance Sheets.

Subsequent to December 31, 2024, from January 1, 2025, through January 24, 2025, we repurchased 2,855,113 shares of our common stock at an average price per share of $216.03 for a total purchase price of $617 million under the 2025 Stockholder Return Program.

As of January 24, 2025, we had up to $13.4 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.

For additional information regarding the 2023-2024 Stockholder Return Program and the 2025 Stockholder Return Program, see Note 1 5 – Stockholder Return Progra ms of the Notes to the Consolidated Financial Statements.

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

As of February 6, 2026, we had up to $13.6 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.

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

Contractual Obligations

In connection with the regulatory approvals of the Transactions, we made commitments to various state and federal agencies, including the U.S.

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

Department of Justice and FCC.

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See Note 18 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements for further information.

(4) On August 8, 2022, we entered into License Purchase Agreements to acquire spectrum in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC in exchange for total cash consideration of $3.5 billion.

As of December 31, 2024, the remaining deferred licenses from the second tranche of $604 million are subject to regulatory approval and are excluded from our reported purchase commitments above.

(4) On September 12, 2023, we entered into a License Purchase Agreement to acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion.

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

(5) On May 1, 2024, we completed the Ka’ena Acquisition and based on the amount of the adjusted upfront payment, up to an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout and is excluded from our reported purchase commitments above.

Additionally, on May 24, 2024, we entered into a securities purchase agreement with UScellular for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt, as well as entered into a master license agreement with estimated minimum lease payments of $1.4 billion over 15 years post-closing.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc.

for a purchase price of approximately $625 million.

These transactions are subject to customary closing conditions and receipt of certain regulatory approvals and are excluded from our reported purchase obligations above.

(5) On May 1, 2024, we completed the Ka’ena Acquisition and based on the adjusted amount paid upfront, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout and is excluded from our reported purchase commitments above.

See Note 2 – Business Combinations of the Notes to the Consolidated Financial Statements for further information.

(6) On April 24, 2024, we entered into a definitive agreement with Fund VI to establish a joint venture between us and Fund VI to acquire Lumos.

We expect to invest approximately $950 million in the joint venture.

In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million in 2027 or 2028 under the existing business plan.

Additionally, on July 18, 2024, we entered into a definitive agreement with KKR to establish a joint venture to acquire Metronet.

At closing, we expect to invest approximately $4.9 billion in the joint venture.

These transactions are subject to customary closing conditions and regulatory approvals and are excluded from our reported purchase obligations above.

(6) On April 1, 2025, we completed the joint acquisition of Lumos and pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan, which is excluded from our reported purchase obligations above.

See Note 3 – Joint Ventures of the Notes to the Consolidated Financial Statements for further information.

(7) Spectrum lease agreements are typically for terms of five to 10 years with automatic renewal provisions, bringing the total term of the agreements up to 30 years.

(8) On May 1, 2023, Cogent Infrastructure, Inc.

and the Company completed the Wireline Transaction.

(8) On May 1, 2023, we completed the sale of the wireline business to Cogent Infrastructure, Inc.

Under the terms of the wireline sale agreement, the Company agreed to make payments pursuant to an IP transit services agreement totaling $700 million, consisting of (i) $350 million in equal monthly installments during the first year after the closing and (ii) $350 million in equal monthly installments over the subsequent 42 months.

For more information regarding the Wireline Transaction, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements.

IP transit services liability represents the remaining amount to be paid associated with the IP transit services agreement.

Certain commitments and obligations are included in the table based on the year of required payment or an estimate of the year of payment.

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The acquisition of spectrum licenses is subject to regulatory approval and other customary closing conditions.

Related Party Transactions

We have related party transactions associated with DT, SoftBank or their respective affiliates in the ordinary course of business, including intercompany servicing and licensing.

As of January 24, 2025, DT and SoftBank held, directly or indirectly, approximately 51.5% and 7.5%, respectively, of the outstanding T-Mobile common stock, with the remaining approximately 41.0% of the outstanding T-Mobile common stock held by other stockholders.

As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank, DT has voting control, as of January 24, 2025, over approximately 58.7% of the outstanding T-Mobile common stock.

Related Person Transactions

We have related person transactions associated with DT, SoftBank Group Corp.

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

As of February 6, 2026, DT held, directly or indirectly, approximately 52.8% of the outstanding T-Mobile common stock.

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

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

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affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S.

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the year ended December 31, 2024, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates that we do not control and that are our affiliates solely due to their common control with either DT or SoftBank.

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the year ended December 31, 2025, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates or former affiliates that we do not control and that are our affiliates or former affiliates solely due to their common control with either DT or SoftBank.

We have relied upon DT and SoftBank for information regarding their respective activities, transactions and dealings.

On August 6, 2025, SoftBank ceased to be our affiliate.

DT, through certain of its non-U.S.

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In addition, during the year ended December 31, 2025, DT, through certain of its non-U.S.

subsidiaries, provided basic telecommunications services to five customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S.

subsidiaries, provided basic telecommunications services to seven customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S.

Department of Treasury’s Office of Foreign Assets Control:

Bank Melli, Europäisch-Iranische Handelsbank, CPG Engineering & Commercial Services GmbH, Golgohar Trade and Technology GmbH and International Trade and Industrial Technology ITRITEC GmbH.

These services have been terminated or are in the process of being terminated.

Bank Melli, Europäisch-Iranische Handelsbank, CPG Engineering & Commercial Services GmbH, Golgohar Trade and Technology GmbH, International Trade and Industrial Technology ITRITEC GmbH, The Airline of the Islamic Republic of Iran and Kara Industrial Trading GmbH.

These services are in the process of being terminated, in particular by undertaking appropriate legal steps before German courts.

For the year ended December 31, 2025, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.2 million, and the estimated net profits were less than $0.1 million.

8 unchanged sentences

This subsidiary also provides telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan.

During the year ended December 31, 2024, SoftBank estimates that gross revenues and net profit

generated by such services were both under $0.1 million.

During the year ended December 31, 2025, SoftBank estimates that gross revenues and net profit generated by such services were both under $0.1 million.

We understand that the SoftBank subsidiary is obligated under contract and intends to continue such services.

26 unchanged sentences

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 7. Management’s Discussion and Analysis