8 unchanged sentences
• competition, industry consolidation and changes in the market for wireless communications services and other forms of connectivity;
−Removed: • criminal cyberattacks, disruption, data loss or other security breaches;
−Removed: • our inability to timely adopt and effectively deploy network technology developments;
−Removed: • our inability to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies;
+Added: • cyberattacks, disruptions, data loss or other security breaches;
+Added: • our inability to adopt and deploy network technologies in a timely and effective manner;
+Added: • our inability to effectively execute our digital initiatives and drive customer and employee adoption of emerging technologies;
• our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture;
1 unchanged sentence
• the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use;
−Removed: • the timing and effects of any pending and future acquisition, divestiture, investment, joint venture or merger involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions;
+Added: • the timing and effects of any pending and future acquisition, investment, joint venture, merger, or divestiture involving us, including our inability to obtain any required regulatory approval necessary to consummate any such transactions or to achieve the expected benefits of such transactions;
• adverse economic, political or market conditions in the U.S.
−Removed: and international markets, including changes resulting from increases in inflation or interest rates, tariffs and trade restrictions, supply chain disruptions, fluctuations in global currencies, immigration policies, and impacts of geopolitical instability, such as the Ukraine-Russia, Iran-Israel and Israel-Hamas wars and further escalations thereof;
−Removed: • potential operational delays, higher procurement and operational costs, and regulatory and compliance complexities as a result of changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade;
+Added: and international markets, including changes resulting from increases in oil prices, inflation or interest rates, tariffs and trade restrictions, supply chain disruptions, fluctuations in global currencies, immigration policies, and impacts of geopolitical instability, such as global conflict, wars and further escalations thereof;
+Added: • operational delays, higher procurement costs, such as memory chip cost impacts on smartphones, and operational costs, and increased regulatory and compliance complexities, for example, as a result of changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade;
• our inability to successfully deliver new products and services;
−Removed: • any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business;
+Added: • any failure or inability of our third parties (including key suppliers) to provide products or services for the operation of our business;
• sociopolitical volatility and polarization and risks related to environmental, social and governance matters;
2 unchanged sentences
• our inability to maintain effective internal control over financial reporting;
−Removed: • any changes in regulations or in the regulatory framework under which we operate;
−Removed: • laws and regulations relating to the handling of privacy, data protection and artificial intelligence;
+Added: • compliance with the current regulatory framework, including our national security obligations, and any changes in regulations or in the regulatory framework under which we operate;
+Added: • laws and regulations relating to the handling of privacy, data protection and artificial intelligence (“AI”);
• unfavorable outcomes of and increased costs from existing or future regulatory or legal proceedings;
6 unchanged sentences
• our current and future stockholder return programs may not be fully utilized, and our share repurchases and dividend payments pursuant thereto may fail to have the desired impact on stockholder value;
−Removed: • future sales of our common stock by DT and SoftBank Group Corp.
−Removed: (“SoftBank”) and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the Federal Communications Commission (“FCC”).
+Added: • future sales of our common stock by DT and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the Federal Communications Commission (“FCC”).
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
1 unchanged sentence
Investors and others should note that we announce material information to our investors using our investor relations website (https://investor.t-mobile.com), newsroom website (https://t-mobile.com/news), press releases, SEC filings and public conference calls and webcasts.
−Removed: We intend to also use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR X account (https://x.com/TMobileIR), the @MikeSievert X account (https://x.com/MikeSievert) and our Chief Executive Officer’s LinkedIn account (https://www.linkedin.com/in/sievert), both of which Mr.
−Removed: Sievert also uses as a means for personal communications and observations, the @SriniGopalan X account (https://x.com/SriniGopalan) and our COO’s LinkedIn account (https://www.linkedin.com/in/srini-gopalan/), both of which Mr.
+Added: We intend to also use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR X account (https://x.com/TMobileIR), the @SriniGopalan X account (https://x.com/SriniGopalan) and our CEO’s LinkedIn account (https://www.linkedin.com/in/srini-gopalan/), both of which Mr.
Gopalan also uses as a means for personal communications and observations, and the @TMobileCFO X account (https://x.com/tmobilecfo) and our Chief Financial Officer’s LinkedIn account (https://www.linkedin.com/in/peter-osvaldik-3887394), both of which Mr.
−Removed: Osvaldik also uses as a means for personal communication and observations).
+Added: Osvaldik also uses as a means for personal communications and observations).
The information we post through these social media channels may be deemed material.
5 unchanged sentences
• Information that allows assessment of the likelihood that past performance is indicative of future performance.
−Removed: Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.
+Added: Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026, included in Part I, Item 1 of this Form 10-Q, and audited consolidated financial statements, included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.
Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc.
2 unchanged sentences
Transaction Overview
−Removed: 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.
−Removed: 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.
−Removed: 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”).
−Removed: The consummation of the Exchange Offers and Consent Solicitations were subject to the closing of the UScellular acquisition, which occurred on August 1, 2025.
−Removed: 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.
+Added: On August 1, 2025 (the “UScellular Acquisition Date”), we completed the acquisition (the “UScellular Acquisition”) of substantially all of United States Cellular Corporation’s (“UScellular”) wireless operations and select spectrum assets and the acquisition of substantially all of the wireless operations assets of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No.
9 Limited Partnership, and Iowa RSA No.
−Removed: 12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of $175 million payable in cash.
−Removed: Prior to our acquisition of the Iowa Entities, UScellular held a minority interest in each of the Iowa Entities.
−Removed: The UScellular Wireless Business offers a comprehensive range of wireless communications products and services.
−Removed: As a combined company, we expect to increase competition in the U.S.
−Removed: wireless and broadband industries, achieve synergies and enhance our rural 5G coverage with our combined network footprint.
−Removed: Following the closing of the transactions, UScellular and the Iowa Entities will retain ownership of their other spectrum licenses, as well as their towers.
−Removed: 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 (the “UScellular Acquisition”), and as a result, the UScellular Wireless Business became wholly owned by T-Mobile.
+Added: 12 Limited Partnership (collectively, the “UScellular Wireless Business”).
In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion.
−Removed: Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers.
−Removed: 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.
+Added: Additionally, the closing of the UScellular Acquisition obligated us to execute exchange offers, which were launched on May 23, 2025 (the “Exchange Offers”).
+Added: 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.
For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
UScellular Merger-Related Costs
−Removed: UScellular merger-related costs associated with the UScellular Acquisition to date include:
+Added: 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;
−Removed: • Restructuring costs, including severance and network decommissioning;
+Added: • Restructuring costs, including contract terminations, severance and network decommissioning;
• Transaction costs, including legal and professional services related to the completion of the UScellular Acquisition.
+Added: See Note 14 – Restructuring Costs of the Notes to the Condensed Consolidated Financial Statements for more information.
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.
2 unchanged sentences
UScellular merger-related costs are presented below:
−Removed: (in millions) Three Months Ended September 30, Change Nine Months Ended September 30, Change
+Added: (in millions) Three Months Ended March 31, Change
2026 2025 $ %
UScellular merger-related costs
−Removed: Cost of services, exclusive of depreciation and amortization $ 7 $ — $ 7 NM $ 7 $ — $ 7 NM
−Removed: Cost of equipment sales, exclusive of depreciation and amortization 2 — 2 NM 2 — 2 NM
+Added: Cost of services, exclusive of depreciation and amortization $ 344 $ — $ 344 NM
+Added: Cost of equipment sales, exclusive of depreciation and amortization 14 — 14 NM
Selling, general and administrative 48 14 34 243 %
−Removed: Total UScellular merger-related costs $ 73 $ 16 $ 57 356 % $ 120 $ 16 $ 104 650 %
−Removed: Net cash payments for UScellular merger-related costs $ 42 $ 8 $ 34 425 % $ 82 $ 8 $ 74 925 %
+Added: Depreciation and amortization 229 — 229 NM
+Added: Total UScellular merger-related costs $ 635 $ 14 $ 621 NM
+Added: Net cash payments for UScellular merger-related costs $ 114 $ 9 $ 105 NM
NM - Not meaningful
Anticipated Impacts
−Removed: Our UScellular Acquisition restructuring and integration activities 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.
−Removed: We are evaluating additional restructuring initiatives associated with the UScellular Acquisition, which are dependent on consultations and negotiation with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the costs and related payments.
−Removed: As a result of our ongoing 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.
+Added: 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.
+Added: We currently expect total costs to achieve, excluding accelerated depreciation, to be approximately $2.6 billion, currently expected to be comprised of $1.5 billion of UScellular merger-related costs recognized within operating expenses and $1.1 billion of capital expenditures.
+Added: Our remaining 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.
+Added: 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.
1 unchanged sentence
(“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).
−Removed: 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.
−Removed: In exchange, we transferred cash of $621 million.
+Added: On February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition in exchange for $621 million in cash.
For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
1 unchanged sentence
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”).
−Removed: 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.
−Removed: In exchange, we transferred cash of $180 million.
+Added: On March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition in exchange for $180 million in cash.
For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: administrative expenses on our Condensed 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 Condensed Consolidated Financial Statements.
1 unchanged sentence
As of June 30, 2024, we have incurred substantially all restructuring and integration costs associated with our merger (the “Sprint Merger”) with Sprint Corporation (“Sprint”) and, accordingly, no longer separately disclose Sprint Merger-related costs.
−Removed: 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.
−Removed: Sprint Merger-related costs were excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA for the three and nine months ended September 30, 2024, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance.
−Removed: See “Adjusted EBITDA and Core Adjusted EBITDA” in the “ Performance Measures ” section of this MD&A.
+Added: The cash payments for the Sprint Merger-related costs incurred extend beyond 2026 (together with the cash payments for UScellular merger-related costs, “net payments for Merger-related costs”) and primarily relate to operating leases for which we have recognized accelerated lease expense.
Joint Ventures
−Removed: 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.
−Removed: 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.
+Added: On April 1, 2025, we completed the joint acquisition of Lumos (“Lumos”), a fiber-to-the-home platform.
During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and fiber customers.
−Removed: 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.
−Removed: On July 18, 2024, we entered into a definitive agreement with KKR & Co.
−Removed: to establish a joint venture to acquire Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.
−Removed: 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.
+Added: On July 24, 2025, we completed the joint acquisition of Metronet Holdings, LLC and certain of its affiliates (collectively, “Metronet”), a fiber-to-the-home platform.
During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and residential fiber customers.
1 unchanged sentence
We do not anticipate making further capital contributions under the existing business plan.
−Removed: We account for the Lumos and Metronet joint ventures under the equity method of accounting with our proportionate share of earnings presented within Other (expense) income, net on our Condensed Consolidated Statements of Comprehensive Income.
+Added: 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, net on our Condensed 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 Condensed Consolidated Statements of Comprehensive Income.
−Removed: 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.
−Removed: For more information regarding the Lumos and Metronet joint ventures, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.
−Removed: One Big Beautiful Bill Act
−Removed: On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “OBBBA”) into law.
−Removed: 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.
−Removed: These provisions are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years and will not have a material impact on our effective tax rate.
−Removed: Management continues to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.
+Added: The joint ventures 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.
+Added: Subsequent to March 31, 2026, on April 24, 2026, we entered into a definitive agreement with an affiliate of Wren House Infrastructure Management Limited (“Wren House”) to establish a joint venture that will acquire i3 Broadband, one of Wren House’s existing fiber portfolio companies.
+Added: The transaction with Wren House is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals, at which time we expect to invest approximately $700 million to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers.
+Added: Additionally, on April 25, 2026, we entered into definitive agreements with affiliates of Oak Hill Capital Management, LLC (“Oak Hill”) to establish a joint venture that will acquire and combine GoNetspeed and Greenlight Networks, two of Oak Hill’s existing fiber
+Added: portfolio companies.
+Added: The transaction with Oak Hill is expected to close in the first half of 2027, subject to customary closing conditions and regulatory approvals, at which time we expect to invest approximately $2.0 billion to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers.
+Added: We expect to account for these joint ventures under the equity method of accounting and recognize service revenues for the acquired fiber customers and wholesale costs paid to the joint venture for network access within Postpaid revenues and Cost of services, respectively, on our Condensed Consolidated Statements of Comprehensive Income.
+Added: Network Restructuring Initiative
+Added: Recent technological advancements have enhanced our Customer-Driven Coverage insights, enabling us to identify, assess and shut down low customer value sites.
+Added: 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”).
+Added: 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.
+Added: Our Network Restructuring Initiative also includes the termination of certain of our operating leases for cell sites and switch sites.
+Added: Network Restructuring Initiative costs are presented below:
+Added: Three Months Ended
+Added: March 31, 2026
+Added: (in millions)
+Added: Network Restructuring Initiative
+Added: Cost of services, exclusive of depreciation and amortization $ 76
+Added: Depreciation and amortization 60
+Added: Total Network Restructuring Initiative costs $ 136
+Added: Network Restructuring Initiative 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.
+Added: See “Adjusted EBITDA and Core Adjusted EBITDA” in the “ Performance Measures ” section of this MD&A.
+Added: Our Network Restructuring Initiative is expected to be completed prior to the end of 2027, with a majority of costs incurred by the end of 2026.
+Added: We currently expect to incur between $500 million and $800 million of total costs associated with the Network Restructuring Initiative.
+Added: 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.
+Added: See Note 14 – Restructuring Costs of the Notes to the Condensed Consolidated Financial Statements for more information.
+Added: 2025-2026 Workforce Transformation
+Added: 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 “2025-2026 Workforce Transformation”).
+Added: We intend to reinvest the expected cost savings from the 2025-2026 Workforce Transformation into the business, including into our digital initiatives.
+Added: During the three months ended March 31, 2026, we recorded a pre-tax charge of $141 million related to the 2025-2026 Workforce Transformation, which is included in Cost of services and Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.
+Added: We have incurred substantially all of the costs associated with our 2025-2026 Workforce Transformation initiative and expect substantially all remaining associated employee separations and related cash outflows to occur in 2026.
+Added: See Note 14 – Restructuring Costs of the Notes to the Condensed Consolidated Financial Statements for more information.
Results of Operations
Set forth below is a summary of our consolidated financial results:
−Removed: Three Months Ended September 30, Change Nine Months Ended September 30, Change
+Added: Three Months Ended March 31, Change
(in millions) 2026 2025 $ %
10 unchanged sentences
Selling, general and administrative 5,966 5,488 478 9 %
−Removed: Impairment expense 278 — 278 NM 278 — 278 NM
Depreciation and amortization 3,817 3,198 619 19 %
3 unchanged sentences
Interest expense, net (1,031) (916) (115) 13 %
−Removed: Other (expense) income, net (78) 7 (85) NM (135) 19 (154) (811) %
+Added: Other expense, net (132) (46) (86) 187 %
Total other expense, net (1,163) (962) (201) 21 %
10 unchanged sentences
Adjusted Free Cash Flow 4,599 4,396 203 5 %
−Removed: NM - Not meaningful
−Removed: The following discussion and analysis is for the three and nine months ended September 30, 2025, compared to the same periods in 2024, unless otherwise stated.
−Removed: Total revenues increased $1.8 billion, or 9%, for the three months ended and increased $4.4 billion, or 7%, for the nine months ended September 30, 2025.
+Added: The following discussion and analysis is for the three months ended March 31, 2026, compared to the same period in 2025, unless otherwise stated.
+Added: Total revenues increased $2.2 billion, or 11%.
The components of these changes are discussed below.
−Removed: Postpaid revenues increased $1.6 billion, or 12%, for the three months ended and increased $3.7 billion, or 10%, for the nine months ended September 30, 2025, primarily from:
+Added: Postpaid revenues increased $2.0 billion, or 15%, primarily from:
• Higher average postpaid accounts, including following the acquisitions of UScellular, Metronet and Lumos;
1 unchanged sentence
See “Postpaid ARPA” in the “ Performance Measures ” section of this MD&A.
−Removed: Prepaid revenues decreased $91 million, or 3%, for the three months ended and increased $200 million, or 3%, for the nine months ended September 30, 2025.
−Removed: The decrease for the three months ended September 30, 2025, was primarily from:
−Removed: • Lower prepaid ARPU.
−Removed: See “Prepaid ARPU” in the “ Performance Measures ” section of this MD&A;
+Added: Prepaid revenues decreased $126 million, or 5%, primarily from:
+Added: • Lower average revenue per customer, primarily from dilution from promotional activity and rate plan mix;
partially offset by
• Higher average prepaid customers.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
−Removed: • Higher average prepaid customers, primarily from the prepaid customers acquired through the Ka’ena Acquisition;
−Removed: partially offset by
−Removed: • Lower prepaid ARPU.
−Removed: See “Prepaid ARPU” in the “ Performance Measures ” section of this MD&A.
−Removed: Wholesale and other service revenues increased $33 million, or 5%, for the three months ended and decreased $562 million, or 21%, for the nine months ended September 30, 2025.
−Removed: The increase for the three months ended September 30, 2025, was primarily from:
−Removed: • Higher advertising revenues, primarily from the acquisitions of Vistar and Blis;
−Removed: partially offset by
−Removed: • Lower MVNO revenues, including lower DISH and TracFone MVNO revenues.
−Removed: The decrease for the nine months ended September 30, 2025, was primarily from:
−Removed: • Lower MVNO revenues, including lower DISH and TracFone MVNO revenues and the impact from the Ka’ena Acquisition;
−Removed: • Lower Affordable Connectivity Program revenues;
−Removed: partially offset by
−Removed: • Higher advertising revenues, primarily from the acquisitions of Vistar and Blis.
−Removed: Equipment revenues increased $258 million, or 8%, for the three months ended and increased $1.0 billion, or 11%, for the nine months ended September 30, 2025.
−Removed: The increase for the three months ended September 30, 2025, was primarily from:
−Removed: • An increase in device sales revenue, primarily from:
−Removed: • A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition;
−Removed: • Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
−Removed: • An increase in device sales revenue, primarily from:
−Removed: • Higher average revenue per device sold, net of promotions, primarily driven by an increase in the high-end phone mix;
−Removed: • A higher number of devices sold, primarily driven by higher postpaid upgrades and following the UScellular Acquisition, partially offset by lower Assurance Wireless devices;
−Removed: • An increase in liquidation revenue, primarily due to a higher number of liquidated devices.
+Added: Wholesale and other service revenues were essentially flat.
+Added: Equipment revenues increased $292 million, or 8%, primarily from:
+Added: • An increase of $191 million 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;
+Added: • An increase in liquidation revenue, primarily due to a higher number of liquidated devices and an increase in the high-end phone mix.
Other revenues were essentially flat.
−Removed: Total operating expenses increased $2.1 billion, or 13%, for the three months ended and increased $3.3 billion, or 7%, for the nine months ended September 30, 2025.
+Added: Total operating expenses increased $2.5 billion, or 16%.
The components of this change are discussed below.
−Removed: Cost of services , exclusive of depreciation and amortization, increased $151 million, or 6%, for the three months ended and increased slightly for the nine months ended September 30, 2025.
−Removed: The increase for the three months ended September 30, 2025, was primarily from:
−Removed: • Higher costs following the acquisition of the UScellular Wireless Business;
−Removed: • Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos;
−Removed: partially offset by
−Removed: • Lower repair and maintenance expenses.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
−Removed: • Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos;
−Removed: • Higher costs following the acquisition of the UScellular Wireless Business;
−Removed: mostly offset by
−Removed: • Lower repair and maintenance expenses;
−Removed: • A decrease of $173 million in Merger-related costs related to network decommissioning and integration recognized in the prior year.
−Removed: Cost of equipment sales , exclusive of depreciation and amortization, increased $546 million, or 13%, for the three months ended and increased $1.5 billion, or 12%, for the nine months ended September 30, 2025.
−Removed: The increase for the three months ended September 30, 2025, was primarily from:
−Removed: • An increase in device cost of equipment sales, primarily from:
−Removed: • A higher number of devices sold, primarily driven by higher postpaid upgrades and following the acquisition of the UScellular Wireless Business;
−Removed: • Higher average cost per device sold, primarily driven by an increase in the high-end phone mix.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
−Removed: • An increase in device cost of equipment sales, primarily from:
−Removed: • Higher average cost per device sold, primarily driven by an increase in the high-end phone mix;
−Removed: • 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;
−Removed: • An increase in liquidation costs, primarily due to a higher number of liquidated devices.
−Removed: Selling, general and administrative expenses increased $829 million, or 16%, for the three months ended and increased $1.4 billion, or 9%, for the nine months ended September 30, 2025.
−Removed: The increase for the three months ended September 30, 2025, was primarily from:
−Removed: • Higher personnel-related costs, including payroll, benefits and restructuring;
+Added: Cost of services , exclusive of depreciation and amortization, increased $737 million, or 28% primarily from:
• Higher costs following the UScellular Acquisition, including merger-related costs;
−Removed: • Higher advertising expenses.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
−Removed: • Higher personnel-related costs, including payroll, benefits and restructuring;
−Removed: • Higher advertising expenses;
+Added: • Wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos.
+Added: Cost of equipment sales , exclusive of depreciation and amortization, increased $690 million, or 14%, primarily from:
+Added: • An increase of $559 million 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;
+Added: • An increase in liquidation costs, primarily due to a higher number of liquidated devices and an increase in the high-end phone mix.
+Added: Selling, general and administrative expenses increased $478 million, or 9%, primarily from:
• Higher costs following the UScellular Acquisition, including merger-related costs;
−Removed: • A $100 million gain recognized in the prior period for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased;
−Removed: partially offset by
−Removed: • A $151 million gain recognized in the current period related to the completed sale of a portion of our 3.45 GHz spectrum licenses.
−Removed: Impairment expense was $278 million for the three and nine months ended September 30, 2025, due to the impairment of capitalized software development costs related to our billing system.
−Removed: See Note 6 – Property and Equipment of the Notes to the Condensed Consolidated Financial Statements for additional information.
−Removed: Depreciation and amortization increased $257 million, or 8%, for the three months ended and was relatively flat for the nine months ended September 30, 2025.
−Removed: The increase for the three months ended September 30, 2025, was primarily due to higher depreciation expense from assets acquired in the UScellular Acquisition.
−Removed: The slight decrease for the nine months ended September 30, 2025, was primarily from:
−Removed: • Higher depreciation expense from the acceleration of certain technology assets in the prior year;
−Removed: • Higher depreciation expense from assets acquired in the UScellular Acquisition.
−Removed: Operating income , the components of which are discussed above, decreased $266 million, or 6%, for the three months ended and increased $1.1 billion, or 8%, for the nine months ended September 30, 2025.
−Removed: Interest expense, net increased $88 million, or 11%, for the three months ended and increased $192 million, or 7%, for the nine months ended September 30, 2025, primarily from higher interest expense due to higher average debt outstanding and a higher average effective interest rate.
−Removed: Other (expense) income, net changed $85 million, from net income of $7 million for the three months ended September 30, 2024, to a net expense of $78 million for the three months ended September 30, 2025, and changed $154 million, from net income of $19 million for the nine months ended September 30, 2024, to a net expense of $135 million for the nine months ended September 30, 2025, primarily from our proportionate share of losses from the Lumos and Metronet joint ventures.
−Removed: Income before income taxes , the components of which are discussed above, was $3.5 billion and $4.0 billion for the three months ended September 30, 2025 and 2024, respectively, and $11.6 billion and $10.9 billion for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: Income tax expense decreased $94 million, or 10%, for the three months ended and increased $242 million, or 10%, for the nine months ended September 30, 2025.
−Removed: The decrease for the three months ended September 30, 2025, was primarily from:
+Added: • $132 million of severance and related costs associated with the 2025-2026 Workforce Transformation;
+Added: • Higher bad debt expense;
+Added: • Higher advertising expense.
+Added: Depreciation and amortization increased $619 million, or 19%, primarily from:
+Added: • Higher depreciation expense from the acceleration of certain network and technology assets in the current period, including UScellular restructuring;
+Added: • Higher depreciation expense from assets acquired in the UScellular Acquisition and the continued build-out of our nationwide 5G network.
+Added: Operating income , the components of which are discussed above, decreased $303 million, or 6%.
+Added: Interest expense, net increased $115 million, or 13%, primarily from higher interest expense due to higher average debt outstanding and a higher average effective interest rate.
+Added: Other expense, net increased $86 million, or 187%, primarily from our proportionate share of losses from the Lumos and Metronet joint ventures recognized during the current period.
+Added: Income before income taxes , the components of which are discussed above, was $3.3 billion and $3.8 billion for the three months ended March 31, 2026 and 2025, respectively.
+Added: Income tax expense decreased $55 million, or 6%, primarily from:
• Lower income before income taxes;
partially offset by
−Removed: • Net tax benefits recognized in the prior period from a remeasurement of deferred tax assets and liabilities in certain state jurisdictions.
−Removed: Our effective tax rate was 23.1% and 22.9% for the three months ended September 30, 2025 and 2024, respectively.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
−Removed: • Higher income before income taxes;
−Removed: • Net tax benefits recognized in the prior period from adjustments to certain tax reserves.
−Removed: Our effective tax rate was 23.7% and 23.1% for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: Net income , the components of which are discussed above, was $2.7 billion and $3.1 billion for the three months ended September 30, 2025 and 2024, respectively, and $8.9 billion and $8.4 billion for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: Net income included Impairment expense related to certain capitalized software development costs of $208 million, net of tax, for the three months ended and nine months ended September 30, 2025.
+Added: • A decrease in excess tax benefits related to the vesting of restricted stock awards.
+Added: Our effective tax rate was 24.9% and 23.0% for the three months ended March 31, 2026 and 2025, respectively.
+Added: Net income , the components of which are discussed above, was $2.5 billion and $3.0 billion for the three months ended March 31, 2026 and 2025, respectively.
+Added: Net income for the three months ended March 31, 2026 included:
+Added: • UScellular merger-related costs, including accelerated depreciation, of $476 million, net of tax;
+Added: • Severance and related costs associated with the 2025-2026 Workforce Transformation of $105 million, net of tax;
+Added: • Costs associated with our Network Restructuring Initiative, including accelerated depreciation, of $103 million, net of tax.
Guarantor Financial Information
−Removed: Pursuant to the applicable indentures and supplemental indentures, the Senior Notes to affiliates and third parties issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation (collectively, the “Issuers”) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by T-Mobile (“Parent”) and certain of Parent’s 100% owned subsidiaries (“Guarantor Subsidiaries”).
+Added: Pursuant to the applicable indentures and supplemental indentures, the Senior Notes issued by T-Mobile USA, Inc.
+Added: and Sprint Capital Corporation (collectively, the “Issuers”) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by T-Mobile (“Parent”) and certain of Parent’s 100% owned subsidiaries (“Guarantor Subsidiaries”).
The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions.
Generally, the guarantees of the Guarantor Subsidiaries with respect to the Senior Notes issued by T-Mobile USA, Inc.
−Removed: (other than $3.5 billion in principal amount of Senior Notes issued in 2017 and 2018) and the credit agreement entered into by T-Mobile USA, Inc.
+Added: and the credit agreement entered into by T-Mobile USA, Inc.
will be automatically and unconditionally released if, immediately following such release and any concurrent releases of other guarantees, the aggregate principal amount of indebtedness of non-guarantor subsidiaries (other than certain specified subsidiaries) would not exceed $2.0 billion.
The indentures, supplemental indentures and credit agreements governing the long-term debt contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and to merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.
+Added: On March 31, 2026, T-Mobile USA, Inc.
+Added: elected to release the guarantees of certain subsidiaries under its credit agreement pursuant to the terms thereof, resulting in a corresponding release under the indentures dated April 28, 2013, April 9, 2020, and September 15, 2022, governing its outstanding Senior Notes.
+Added: As a result of the release, the obligors under the credit agreement and outstanding Senior Notes issued by T-Mobile USA, Inc.
+Added: now consist of T-Mobile USA, Inc., as issuer or borrower, and each of T-Mobile, Sprint LLC, Sprint Capital Corporation and Sprint Communications LLC, as guarantors.
+Added: These are the same obligors as the outstanding Senior Notes issued by Sprint Capital Corporation.
Basis of Presentation
−Removed: The following tables include summarized financial information of the obligor groups of debt issued by T-Mobile USA, Inc., Sprint and Sprint Capital Corporation.
−Removed: The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated.
+Added: The following tables include summarized financial information of the obligor group of debt issued by T-Mobile USA, Inc.
+Added: and Sprint Capital Corporation.
+Added: The summarized financial information is presented on a combined basis with balances and transactions within the obligor group eliminated.
Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.
The summarized balance sheet information for the consolidated obligor group of debt issued by T-Mobile USA, Inc.
−Removed: is presented in the table below:
−Removed: (in millions) September 30, 2025 December 31, 2024
+Added: and Sprint Capital Corporation is presented in the table below:
+Added: (in millions) March 31, 2026 December 31, 2025
Current assets $ 11,123 $ 12,459
5 unchanged sentences
The summarized results of operations information for the consolidated obligor group of debt issued by T-Mobile USA, Inc.
−Removed: is presented in the table below:
−Removed: (in millions) Nine Months Ended
−Removed: September 30, 2025 Year Ended
−Removed: December 31, 2024
−Removed: Total revenues $ 61,980 $ 78,996
−Removed: Operating income 12,066 14,463
−Removed: Net income 6,991 8,360
−Removed: Revenue from non-guarantors 2,033 2,619
−Removed: Operating expenses to non-guarantors 1,860 2,481
−Removed: Other income (expense) to non-guarantors 9 (116)
−Removed: The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint is presented in the table below:
−Removed: (in millions) September 30, 2025 December 31, 2024
−Removed: Current assets $ 10,366 $ 10,970
−Removed: Noncurrent assets 18,971 14,734
−Removed: Current liabilities 16,482 12,683
−Removed: Noncurrent liabilities 100,734 96,145
−Removed: Due to non-guarantors (1)
−Removed: 20,420 21,371
−Removed: Due to related parties 2,133 2,098
−Removed: (1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the nine months ended September 30, 2025.
−Removed: The summarized results of operations information for the consolidated obligor group of debt issued by Sprint is presented in the table below:
−Removed: (in millions) Nine Months Ended
−Removed: September 30, 2025 Year Ended
−Removed: December 31, 2024
−Removed: Total revenues $ 642 $ 330
−Removed: Operating loss (3,205) (3,628)
−Removed: Net loss (7,015) (8,101)
−Removed: Other expense, net, to non-guarantors (333) (584)
−Removed: The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:
−Removed: (in millions) September 30, 2025 December 31, 2024
−Removed: Current assets $ 10,366 $ 10,970
−Removed: Noncurrent assets 18,971 14,734
−Removed: Current liabilities 16,553 12,756
−Removed: Noncurrent liabilities 96,848 92,278
−Removed: Due to non-guarantors (1)
−Removed: 11,431 12,318
−Removed: Due to related parties 2,133 2,098
−Removed: (1) The decrease in Due to non-guarantors was primarily driven by the impact of certain intercompany settlements during the nine months ended September 30, 2025.
−Removed: The summarized results of operations information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:
−Removed: (in millions) Nine Months Ended
−Removed: September 30, 2025 Year Ended
+Added: and Sprint Capital Corporation is presented in the table below:
+Added: (in millions) Three Months Ended
+Added: March 31, 2026 Year Ended
December 31, 2025
2 unchanged sentences
Net loss (2,351) (8,935)
+Added: Revenue from non-guarantors 151 836
+Added: Operating expenses from non-guarantors 591 2,296
Other expense, net, to non-guarantors (45) (164)
2 unchanged sentences
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.
−Removed: Although companies in the wireless communications services 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.
+Added: 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.
+Added: Beginning with the three months ended March 31, 2026, we shifted away from reporting customer performance measures 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.
Postpaid Accounts
−Removed: A postpaid account is generally defined as a billing account number that generates revenue.
−Removed: Postpaid accounts generally consist of customers that are qualified for postpaid service utilizing phones, 5G broadband modems, 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.
+Added: A postpaid account is generally defined as a billing account that generates revenue.
+Added: 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:
−Removed: As of September 30, Change
+Added: As of March 31, Change
(in thousands) 2026 2025 # %
1 unchanged sentence
34,439 31,099 3,340 11 %
−Removed: (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.
−Removed: (2) In the third quarter of 2025, we acquired 633,000 postpaid accounts from Metronet and other acquisitions.
−Removed: (3) In the second quarter of 2025, we acquired 85,000 postpaid accounts from Lumos.
+Added: (1) In the first quarter of 2026, we recognized a base adjustment to decrease postpaid accounts by 18,000, primarily due to combining certain business accounts that have multiple billing account numbers.
+Added: The base adjustment had no impact on postpaid net account additions.
Postpaid Net Account Additions
The following table sets forth the number of postpaid net account additions:
−Removed: Three Months Ended September 30, Change Nine Months Ended September 30, Change
+Added: Three Months Ended March 31, Change
(in thousands) 2026 2025 # %
Postpaid net account additions 217 205 12 6 %
−Removed: Postpaid net account additions increased 81,000, or 26%, for the three months ended and increased 85,000, or 10%, for the nine months ended September 30, 2025.
−Removed: The increase for the three months ended September 30, 2025, was primarily from:
−Removed: • Higher gross account additions, including fiber account additions following the acquisitions of Metronet and Lumos;
−Removed: partially offset by
−Removed: • Higher account deactivations, including the impact from a growing account base.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
+Added: Postpaid net account additions increased 12,000, or 6%, for the three months ended March 31, 2026, primarily from:
• Higher gross account additions, including fiber account additions following the acquisitions of Metronet and Lumos;
partially offset by
−Removed: • Higher account deactivations, including the impact from a growing account base;
−Removed: • The temporary impact of current year rate plan optimizations.
−Removed: A customer is generally defined as a SIM number with a unique T-Mobile identifier that is associated with an account that generates revenue.
−Removed: Customers are qualified either for postpaid service utilizing phones, 5G broadband modems, 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.
−Removed: The following table sets forth the number of ending customers:
−Removed: As of September 30, Change
−Removed: (in thousands) 2025 2024 # %
−Removed: Customers, end of period
−Removed: Postpaid phone customers (1)
−Removed: 84,632 78,110 6,522 8 %
−Removed: Postpaid other customers (1) (2) (3)
−Removed: 29,431 24,075 5,356 22 %
−Removed: Total postpaid customers 114,063 102,185 11,878 12 %
−Removed: Prepaid customers (1) (4)
−Removed: 25,886 25,307 579 2 %
−Removed: Total customers 139,949 127,492 12,457 10 %
−Removed: Adjustments to customers (1) (2) (3) (4)
−Removed: 4,878 3,504 1,374 39 %
−Removed: (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.
−Removed: (2) In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.
−Removed: (3) In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
−Removed: (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.
−Removed: 5G broadband customers included in Postpaid other customers were 7,163,000 and 5,377,000 as of September 30, 2025 and 2024, respectively.
−Removed: 5G broadband customers included in Prepaid customers were 792,000 and 625,000 as of September 30, 2025 and 2024, respectively.
−Removed: Fiber customers included in Postpaid other customers were 934,000 as of September 30, 2025.
−Removed: Net Customer Additions
−Removed: The following table sets forth the number of net customer additions:
−Removed: Three Months Ended September 30, Change Nine Months Ended September 30, Change
−Removed: (in thousands) 2025 2024 # % 2025 2024 # %
−Removed: Net customer additions
−Removed: Postpaid phone customers 1,007 865 142 16 % 2,332 2,174 158 7 %
−Removed: Postpaid other customers 1,340 710 630 89 % 3,084 1,959 1,125 57 %
−Removed: Total postpaid customers 2,347 1,575 772 49 % 5,416 4,133 1,283 31 %
−Removed: Prepaid customers 43 24 19 79 % 127 155 (28) (18) %
−Removed: Total net customer additions 2,390 1,599 791 49 % 5,543 4,288 1,255 29 %
−Removed: Adjustments to customers (1) (2) (3) (4)
−Removed: 4,781 — 4,781 NM 4,878 3,504 1,374 39 %
−Removed: (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.
−Removed: (2) In the third quarter of 2025, we acquired 755,000 fiber customers from Metronet and other acquisitions.
−Removed: (3) In the second quarter of 2025, we acquired 97,000 fiber customers from Lumos.
−Removed: (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.
−Removed: NM - Not meaningful
−Removed: Total net customer additions increased 791,000, or 49%, for the three months ended and increased 1,255,000, or 29%, for the nine months ended September 30, 2025.
−Removed: The increase for the three months ended September 30, 2025, was primarily from:
−Removed: • Higher postpaid other net customer additions, primarily due to:
−Removed: • Higher net additions from mobile internet devices, including from success in business customers;
−Removed: • Higher broadband net additions;
−Removed: • Higher net additions from other connected devices;
−Removed: • Higher postpaid phone net customer additions, primarily from higher gross additions, partially offset by increased deactivations from a growing customer base and higher churn;
−Removed: • Higher prepaid net customer additions, primarily from higher gross additions, partially offset by higher prepaid to postpaid migrations and increased deactivations from a growing customer base.
−Removed: • 5G broadband net customer additions included in postpaid other net customer additions were 466,000 and 385,000 for the three months ended September 30, 2025 and 2024, respectively.
−Removed: 5G broadband net customer additions included in prepaid net customer additions were 40,000 and 30,000 for the three months ended September 30, 2025 and 2024, respectively.
−Removed: • Fiber net customer additions included in postpaid other net customer additions were 54,000 for the three months ended September 30, 2025.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
−Removed: • Higher postpaid other net customer additions, primarily due to
−Removed: • 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 Pandemic and no longer needed;
−Removed: • Higher broadband net additions;
−Removed: • Higher net additions from other connected devices;
−Removed: partially offset by
−Removed: • Lower net additions from wearables;
−Removed: • Higher postpaid phone net customer additions, primarily from higher gross additions, partially offset by higher churn, primarily driven by the temporary impact of current year rate plan optimizations and increased deactivations from a growing customer base;
−Removed: partially offset by
−Removed: • 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.
−Removed: • 5G broadband net customer additions included in postpaid other net customer additions were 1,280,000 and 1,089,000 for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: 5G broadband net customer additions included in prepaid net customer additions were 104,000 and 137,000 for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: • Fiber net customer additions included in postpaid other net customer additions were 73,000 for the nine months ended September 30, 2025.
−Removed: 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.
−Removed: The number of customers whose service was deactivated is presented net of customers that subsequently had their service restored within a certain period of time and excludes customers who received service for less than a certain minimum period of time.
−Removed: We believe that churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.
+Added: • Higher account deactivations driven by higher industry switching and the impact of a growing account base, including following the UScellular Acquisition.
+Added: Postpaid Account Churn
+Added: Postpaid account churn represents the number of postpaid accounts whose service was deactivated as a percentage of the average number of postpaid accounts during the specified period further divided by the number of months in the period.
+Added: The number of postpaid accounts whose service was deactivated is calculated net of accounts that subsequently had their service restored within a certain period of time and excludes accounts who received service for less than a certain minimum period of time, account mergers and account migrations.
+Added: We believe that postpaid account churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.
The following table sets forth the churn:
−Removed: Three Months Ended September 30, Change Nine Months Ended September 30, Change
−Removed: 2025 2024 2025 2024
−Removed: Postpaid phone churn 0.89 % 0.86 % 3 bps 0.90 % 0.84 % 6 bps
−Removed: Prepaid churn 2.77 % 2.78 % -1 bps 2.70 % 2.69 % 1 bps
−Removed: Postpaid phone churn increased 3 basis points for the three months ended September 30, 2025, primarily due to higher industry switching.
−Removed: Postpaid phone churn increased 6 basis points for the nine months ended September 30, 2025, primarily due to higher industry switching and from the temporary impact of current year rate plan optimizations.
−Removed: Prepaid churn decreased slightly for the three months ended and increased slightly for the nine months ended September 30, 2025.
+Added: Three Months Ended March 31, Change
+Added: Postpaid account churn 1.04 % 0.94 % 10 bps
+Added: Postpaid account churn increased 10 basis points, primarily from:
+Added: • Higher industry switching;
+Added: • Higher average broadband-only accounts, including following the acquisitions of Metronet and Lumos.
Postpaid Average Revenue Per Account
Postpaid Average Revenue per Account (“ARPA”) represents the average monthly postpaid service revenue earned per account.
−Removed: Postpaid ARPA is calculated as Postpaid revenues for the specified period divided by the average number of postpaid
−Removed: accounts during the period, further divided by the number of months in the period.
+Added: Postpaid ARPA is calculated as Postpaid revenues for the specified period divided by the average number of postpaid accounts during the period, further divided by the number of months in the period.
We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assists in forecasting our future postpaid service revenues on a per account basis.
−Removed: 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).
+Added: We consider postpaid ARPA to be indicative of our revenue growth potential, given management’s priority on growing high-value accounts through deepening customer relationships.
The following table sets forth our operating measure ARPA:
−Removed: (in dollars) Three Months Ended September 30, Change Nine Months Ended September 30, Change
+Added: (in dollars) Three Months Ended March 31, Change
2026 2025 $ %
Postpaid ARPA $ 151.93 $ 146.22 $ 5.71 4 %
−Removed: Postpaid ARPA increased $3.84, or 3%, for the three months ended and increased $5.52, or 4%, for the nine months ended September 30, 2025, primarily from:
−Removed: • The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;
−Removed: • 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;
−Removed: • 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;
−Removed: partially offset by
−Removed: • Increased promotional activity, including the success of bundled offerings.
−Removed: Average Revenue Per User
−Removed: Average Revenue per User (“ARPU”) represents the average monthly service revenue earned per customer.
−Removed: ARPU is calculated as service revenues for the specified period divided by the average number of customers during the period, further divided by the number of months in the period.
−Removed: 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.
−Removed: 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).
−Removed: The following table sets forth our operating measure ARPU:
−Removed: (in dollars) Three Months Ended September 30, Change Nine Months Ended September 30, Change
−Removed: 2025 2024 $ % 2025 2024 $ %
−Removed: Postpaid phone ARPU $ 50.71 $ 49.79 $ 0.92 2 % $ 50.25 $ 49.22 $ 1.03 2 %
−Removed: Prepaid ARPU 33.93 35.81 (1.88) (5) % 34.41 36.27 (1.86) (5) %
−Removed: Postpaid Phone ARPU
−Removed: Postpaid phone ARPU increased $0.92, or 2%, for the three months ended and increased $1.03, or 2%, for the nine months ended September 30, 2025, primarily from:
+Added: Postpaid ARPA increased $5.71, 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;
−Removed: • 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;
−Removed: partially offset by continued growth in T-Mobile for Business customers with lower ARPU given larger account sizes;
−Removed: • The impact of customers acquired in the UScellular Acquisition, which have higher ARPU;
+Added: • An increase in customers per account, including from the continued adoption of 5G broadband and continued growth of T-Mobile for Business accounts, partially offset by fiber and UScellular accounts with fewer customers per account;
partially offset by
• Increased promotional activity, including the success of bundled offerings.
−Removed: Prepaid ARPU decreased $1.88, or 5%, for the three months ended and decreased $1.86, or 5%, for the nine months ended September 30, 2025.
−Removed: The decrease for the three months ended September 30, 2025, was primarily from dilution from promotional activity and rate plan mix.
−Removed: The decrease for the nine months ended September 30, 2025, was primarily from the inclusion of lower ARPU prepaid customers associated with the Ka’ena Acquisition.
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”).
−Removed: Special Items include Sprint Merger-related costs and UScellular merger-related costs (collectively, “Merger-related costs”), certain legal-related expenses, Impairment expense, restructuring costs not directly attributable to the Sprint Merger or UScellular Acquisition (including severance), and other non-core gains and losses.
+Added: Special Items include UScellular merger-related costs, costs associated with the Network Restructuring Initiative, certain legal-related expenses and recoveries, restructuring costs not directly attributable to the UScellular Acquisition (including severance), and other non-core gains and losses.
Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues.
4 unchanged sentences
We use Adjusted EBITDA and Core Adjusted EBITDA as benchmarks to evaluate our operating performance in comparison to our competitors.
−Removed: 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.
+Added: 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.
1 unchanged sentence
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:
−Removed: Three Months Ended September 30, Change Nine Months Ended September 30, Change
+Added: Three Months Ended March 31, Change
(in millions, except percentages) 2026 2025 $ %
1 unchanged sentence
Interest expense, net 1,031 916 115 13 %
−Removed: Other expense (income), net 78 (7) 85 (1,214) % 135 (19) 154 (811) %
+Added: Other expense, net 132 46 86 187 %
Income tax expense 830 885 (55) (6) %
3 unchanged sentences
203 168 35 21 %
−Removed: Merger-related costs, net 73 16 57 356 % 120 137 (17) (12) %
+Added: UScellular merger-related costs 406 14 392 NM
+Added: Network Restructuring Initiative costs 76 — 76 NM
Legal-related expenses, net (2)
54 6 48 800 %
−Removed: Impairment expense 278 — 278 NM 278 — 278 NM
Other, net (3)
4 unchanged sentences
$ 9,240 $ 8,258 $ 982 12 %
−Removed: Net income margin (Net income divided by Service revenues) 15 % 18 % -300 bps 17 % 17 % — bps
−Removed: Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) 48 % 49 % -100 bps 48 % 49 % -100 bps
+Added: Net income margin (Net income divided by Service revenues) 13 % 17 % -400 bps
+Added: Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) 49 % 49 % — bps
Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues)
−Removed: 48 % 49 % -100 bps 48 % 48 % — bps
+Added: 49 % 49 % — bps
(1) Stock-based compensation includes payroll tax impacts and may not agree with stock-based compensation expense on the condensed consolidated financial statements.
−Removed: Additionally, certain stock-based compensation expenses associated with the Sprint Merger have been included in Merger-related costs, net.
−Removed: (2) Merger-related costs, net, for the nine months ended September 30, 2024, includes the $100 million gain recognized for the extension fee previously paid by DISH associated with the license purchase agreement for 800 MHz spectrum licenses, which was not purchased.
(2) Legal-related expenses, net, consists of the settlement of certain litigation and compliance costs associated with the August 2021 cyberattack and is presented net of insurance recoveries.
−Removed: (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 core business activities and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA.
+Added: (3) Other, net, primarily consists of certain severance, restructuring and other expenses, gains and losses, not directly attributable to the 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.
+Added: Other, net, for the three months ended March 31, 2026, includes $141 million of severance and related costs associated with the 2025-2026 Workforce Transformation.
NM - Not meaningful
−Removed: Core Adjusted EBITDA increased $458 million, or 6%, for the three months ended and increased $1.6 billion, or 7%, for the nine months ended September 30, 2025.
+Added: Core Adjusted EBITDA increased $982 million, or 12%, for the three months ended March 31, 2026.
The components comprising Core Adjusted EBITDA are discussed further above.
−Removed: The increase for the three months ended September 30, 2025, was primarily from:
+Added: The increase was primarily from:
• Higher Total service revenues;
1 unchanged sentence
partially offset by
−Removed: • Higher Selling, general and administrative expenses, excluding Special Items;
• Higher Cost of equipment sales, excluding Special Items;
• Higher Cost of services, excluding Special Items;
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
−Removed: • Higher Total service revenues;
−Removed: • Higher Equipment revenues, excluding Lease revenues;
−Removed: partially offset by
−Removed: • Higher Cost of equipment sales, excluding Special Items;
• Higher Selling, general and administrative expenses, excluding Special Items.
−Removed: • Higher Cost of services, excluding Special Items.
−Removed: Adjusted EBITDA increased $441 million, or 5%, for the three months ended and increased $1.5 billion, or 6%, for the nine months ended September 30, 2025, primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, partially offset by lower lease revenues, which decreased $17 million for the three months ended and decreased $71 million for the nine months ended September 30, 2025.
+Added: Adjusted EBITDA increased $982 million, or 12%, for the three months ended March 31, 2026, due to the fluctuations in Core Adjusted EBITDA discussed above.
Liquidity and Capital Resources
2 unchanged sentences
The following is a condensed schedule of our cash flows:
−Removed: Three Months Ended September 30, Change Nine Months Ended September 30, Change
+Added: Three Months Ended March 31, Change
(in millions) 2026 2025 $ %
3 unchanged sentences
Operating Activities
−Removed: Net cash provided by operating activities increased $1.3 billion, or 21%, for the three months ended and increased $4.6 billion, or 27%, for the nine months ended September 30, 2025.
−Removed: The increase for the three months ended September 30, 2025, was primarily from:
−Removed: • A $954 million 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, and Equipment installment plan receivables, partially offset by higher use of cash from Other current and long-term assets, Short- and long-term operating lease liabilities and Other current and long-term liabilities;
+Added: Net cash provided by operating activities increased $375 million, or 5%, primarily from:
• A $236 million increase in Net income, adjusted for non-cash income and expenses;
−Removed: • Net cash provided by operating activities includes the impact of the Pledge Amendments as described below.
−Removed: • Net cash provided by operating activities includes the impact of $96 million and $132 million in net payments for Merger-related costs for the three months ended September 30, 2025 and 2024, respectively.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
−Removed: • A $3.3 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;
−Removed: • A $1.2 billion increase in Net income, adjusted for non-cash income and expenses.
−Removed: • Net cash provided by operating activities includes the impact of the Pledge Amendments as described below.
−Removed: • Net cash provided by operating activities includes the impact of $258 million and $666 million in net payments for Merger-related costs for the nine months ended September 30, 2025 and 2024, respectively.
+Added: • A $139 million decrease in net cash outflows from changes in working capital, primarily due to lower use of cash from Inventory and Operating lease right-of-use assets, partially offset by higher use of cash from Short- and long-term operating lease liabilities and Accounts payable and accrued liabilities.
+Added: • Net cash provided by operating activities includes the impact of $153 million and $70 million in net payments for Merger-related costs for the three months ended March 31, 2026 and 2025, respectively.
Investing Activities
−Removed: Net cash used in investing activities increased $6.8 billion, or 207%, for the three months ended and increased $8.3 billion, or 123%, for the nine months ended September 30, 2025.
−Removed: The use of cash for the three months ended September 30, 2025, was primarily from:
−Removed: • $3.1 billion in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Metronet;
−Removed: • $2.8 billion in Acquisition of companies, net of cash acquired, primarily from the acquisition of UScellular;
−Removed: • $2.6 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;
−Removed: • $1.6 billion in Purchases of spectrum and intangible assets, including the fiber customers purchased from Metronet (see Note 3 – J o int Ventures of the Notes to the Condensed Consolidated Financial Statements).
−Removed: The use of cash for the nine months ended September 30, 2025, was primarily from:
−Removed: • $7.5 billion in Purchases of property and equipment, including capitalized interest, from the continued build-out of our nationwide 5G network;
−Removed: • $4.1 billion in Investments in unconsolidated affiliates, net, primarily from the joint acquisition of Lumos and Metronet;
−Removed: • $3.5 billion of cash consideration, net of cash acquired, related to our acquisitions of UScellular, Vistar and Blis;
−Removed: • $2.5 billion in Purchases of spectrum and intangible assets, including the fiber customers purchased from Metronet (see Note 3 – Joint Ventures of the Notes to the Condensed 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 Condensed Consolidated Financial Statements) ;
−Removed: partially offset by
−Removed: • $2.1 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 Condensed Consolidated Financial Statements).
+Added: Net cash used in investing activities decreased $560 million, or 16%.
+Added: The net use of cash was primarily from $2.6 billion in Purchases of property and equipment, including capitalized interest, for the continued build-out of our nationwide 5G network, including for incremental capital expenditures following the UScellular Acquisition.
Financing Activities
−Removed: Net cash used in financing activities increased $4.7 billion from a net source of cash for the three months ended September 30, 2024, to a net use of cash for the three months ended September 30, 2025.
−Removed: Net cash used in financing activities increased $3.0 billion, or 56%, for the nine months ended September 30, 2025.
−Removed: The use of cash for the three months ended September 30, 2025, was primarily from:
−Removed: • $2.5 billion in Repurchases of common stock;
−Removed: • $987 million in Dividends on common stock;
−Removed: • $828 million in Repayments of long-term debt;
−Removed: • $318 million in Repayments of financing lease obligations;
−Removed: partially offset by
−Removed: • $498 million in Proceeds from issuance of long-term debt, net.
−Removed: The use of cash for the nine months ended September 30, 2025, was primarily from:
−Removed: • $7.5 billion in Repurchases of common stock;
+Added: Net cash used in financing activities increased $9.6 billion from a net source of cash for the three months ended March 31,
+Added: 2025, to a net use of cash for the three months ended March 31, 2026.
+Added: The net use of cash was primarily from:
• $6.4 billion in Repayments of long-term debt;
+Added: • $4.8 billion in Repurchases of common stock;
• $1.1 billion in Dividends on common stock;
4 unchanged sentences
Cash and Cash Equivalents
−Removed: As of September 30, 2025, our Cash and cash equivalents were $3.3 billion compared to $5.4 billion at December 31, 2024.
+Added: As of March 31, 2026, our Cash and cash equivalents were $3.5 billion compared to $5.6 billion at December 31, 2025.
Adjusted Free Cash Flow
−Removed: Adjusted Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment, plus Proceeds related to beneficial interests in securitization transactions.
+Added: Adjusted Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment.
Adjusted Free Cash Flow is a non-GAAP financial measure utilized by management, investors and analysts of our financial information to evaluate cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business.
Adjusted Free Cash Flow margin is calculated as Adjusted Free Cash Flow divided by Service revenues.
−Removed: Adjusted Free Cash Flow margin is utilized by management, investors, and analysts to evaluate the Company’s ability to convert service revenue efficiently into cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business.
+Added: Adjusted Free Cash Flow margin is utilized by management, investors, and analysts to evaluate the Company’s ability to convert service
+Added: revenue efficiently into cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business.
The table below provides a reconciliation of Adjusted Free Cash Flow to Net cash provided by operating activities, which we consider to be the most directly comparable GAAP financial measure:
−Removed: Three Months Ended September 30, Change Nine Months Ended September 30, Change
+Added: Three Months Ended March 31, Change
(in millions, except percentages) 2026 2025 $ %
1 unchanged sentence
Cash purchases of property and equipment, including capitalized interest (2,623) (2,451) (172) 7 %
−Removed: Proceeds related to beneficial interests in securitization transactions — 984 (984) (100) % — 2,832 (2,832) (100) %
Adjusted Free Cash Flow $ 4,599 $ 4,396 $ 203 5 %
−Removed: Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) 41 % 37 % 400 bps 40 % 34 % 600 bps
−Removed: Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) 26 % 31 % -500 bps 26 % 26 % — bps
−Removed: Adjusted Free Cash Flow decreased $344 million, or 7%, for the three months ended and increased $862 million, or 7%, for the nine months ended September 30, 2025.
−Removed: The decrease for the three months ended September 30, 2025, was primarily from:
−Removed: • Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases, including for increased greenfield site builds in the second half of the year and incremental capital expenditures following the acquisition of the UScellular Wireless Business;
−Removed: partially offset by
−Removed: • Higher Net cash provided by operating activities, as described above.
−Removed: • 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.
−Removed: This change had no net impact to Adjusted Free Cash Flow.
−Removed: • Adjusted Free Cash Flow includes the impact of $96 million and $132 million in net payments for Merger-related costs for the three months ended September 30, 2025 and 2024, respectively.
−Removed: The increase for the nine months ended September 30, 2025, was primarily from:
+Added: Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) 38 % 40 % -200 bps
+Added: Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) 24 % 26 % -200 bps
+Added: Adjusted Free Cash Flow increased $203 million, or 5%, for the three months ended March 31, 2026, primarily from:
• Higher Net cash provided by operating activities, as described above;
partially offset by
−Removed: • Higher Cash purchases of property and equipment, including capitalized interest, driven by planned timing of capital purchases, including for increased greenfield site builds in the second half of the year and incremental capital expenditures following the acquisition of the UScellular Wireless Business.
−Removed: • 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.
−Removed: This change had no net impact to Adjusted Free Cash Flow.
−Removed: • Adjusted Free Cash Flow includes the impact of $258 million and $666 million in net payments for Merger-related costs for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: During the nine months ended September 30, 2025 and 2024, there were no significant net cash proceeds from securitization.
−Removed: On October 22, 2024, we executed amendments (the “Pledge Amendments”) to the EIP Sale Arrangement and the Service Receivable Sale Arrangement (as discussed in Note 5 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements).
−Removed: Following the effective date of the Pledge Amendments of November 1, 2024, all cash proceeds associated with the sale of such receivables, a portion of which, prior to November 1, 2024, were recognized as Proceeds related to beneficial interests in securitization transactions within Net cash used in investing activities on our Condensed Consolidated Statements of Cash Flows, were recognized as operating cash flows.
−Removed: The Pledge Amendments did not have a net impact on Adjusted Free Cash Flow.
+Added: • Higher Cash purchases of property and equipment, including capitalized interest, primarily from the planned timing of capital purchases, including for incremental capital expenditures following the UScellular Acquisition.
+Added: • Adjusted Free Cash Flow includes the impact of $153 million and $70 million in net payments for Merger-related costs for the three months ended March 31, 2026 and 2025, respectively.
Borrowing Capacity
We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $10.0 billion.
−Removed: As of September 30, 2025, there was no outstanding balance under the Revolving Credit Facility.
+Added: As of March 31, 2026, there was no outstanding balance under the Revolving Credit Facility.
+Added: See Note 7 – Debt of the Notes to the Condensed Consolidated Financial Statements for more information regarding the Revolving Credit Facility.
We maintain an unsecured short-term commercial paper program with the ability to borrow up to $2.0 billion from time to time.
This program supplements our other available external financing arrangements and proceeds are expected to be used for general corporate purposes.
−Removed: As of September 30, 2025, there was no outstanding balance under this program.
−Removed: On August 29, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into a credit agreement with certain financial institutions, backed by an Export Credit Agency (an “ECA Facility”), providing for a loan of up to $1.0 billion (the “ECA Facility due November 2036”).
−Removed: As of September 30, 2025, the ECA Facility due November 2036 is undrawn.
+Added: As of March 31, 2026, there was no outstanding balance under this program.
Debt Financing
−Removed: On January 31, 2025, our wholly owned subsidiary, T-Mobile USA, Inc., entered into an ECA Facility, providing for a loan of up to $1.0 billion (the “ECA Facility due March 2036”).
−Removed: 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 Condensed Consolidated Statements of Cash Flows.
−Removed: As of September 30, 2025, our total debt and financing lease liabilities were $86.5 billion, excluding our tower obligations, of which $77.9 billion was classified as long-term debt and $1.2 billion was classified as long-term financing lease liabilities.
−Removed: During the nine months ended September 30, 2025, we issued long-term debt for net proceeds of $8.3 billion, including proceeds from the ECA Facility due March 2036, and redeemed and repaid short- and long-term debt with an aggregate principal amount of $4.6 billion.
−Removed: Subsequent to September 30, 2025, on October 2, 2025, we delivered notice of redemption on $1.5 billion aggregate principal amount of our 7.625% Senior Notes due 2026.
−Removed: We will redeem the notes at par on November 1, 2025.
−Removed: Subsequent to September 30, 2025, on October 9, 2025, we issued $800 million of 4.625% Senior Notes due 2033, $1.0 billion of 4.950% Senior Notes due 2035 and $1.0 billion of 5.700% Senior Notes due 2056.
+Added: As of March 31, 2026, our total debt and financing lease liabilities were $88.2 billion, excluding our tower obligations, of which $83.8 billion was classified as long-term debt and $1.0 billion was classified as long-term financing lease liabilities.
+Added: During the three months ended March 31, 2026, we issued long-term debt for net proceeds of $6.4 billion and redeemed and repaid short- and long-term debt with an aggregate principal amount of $6.4 billion.
For more information regarding our debt financing transactions, see Note 7 – Debt of the Notes to the Condensed Consolidated Financial Statements.
License Purchase Agreements
−Removed: On August 8, 2022, we entered into License Purchase Agreements to acquire spectrum in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) in exchange for total cash consideration of $3.5 billion.
−Removed: On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements, pursuant to which we and the Sellers agreed to bifurcate the transaction into two tranches of licenses, with the
−Removed: closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses.
−Removed: Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No.
−Removed: 1 to the Amended and Restated License Purchase Agreements, whereby we deferred the closings of certain additional licenses in Chicago and Dallas into the second closing tranche.
−Removed: Together, the licenses with closings deferred into the second closing tranche represent approximately $1.1 billion of the aggregate $3.5 billion cash consideration.
−Removed: The FCC approved the purchase of the first tranche on December 29, 2023.
−Removed: The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.
−Removed: The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024.
−Removed: The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.
−Removed: The FCC approved the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025.
−Removed: 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.
2 unchanged sentences
Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion.
−Removed: We anticipate closing on the acquisition of approximately $45 million of the spectrum licenses in the first half of 2026, with the remaining spectrum license acquisitions expected to close in the first half of 2028.
−Removed: 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.
−Removed: 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.
+Added: The parties are currently targeting a closing on the acquisition of approximately $45 million of the spectrum licenses in 2026, with the remaining spectrum license acquisitions targeting a closing in the first half of 2028.
On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P.
−Removed: 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.
+Added: and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum
+Added: 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.
−Removed: 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 is currently expected to close in the fourth quarter of 2025 or first quarter of 2026.
+Added: 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 2026.
In addition, we expect an increase to our cash income tax liability of approximately $850 million upon the transaction close.
−Removed: For more information regarding our license purchase agreements, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements.
+Added: For more information regarding our license purchase agreements, see Note 5 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.
Acquisition of Ka’ena Corporation
4 unchanged sentences
Acquisition of Vistar Media Inc.
−Removed: On February 3, 2025, we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile.
−Removed: In exchange, we transferred cash of $621 million.
+Added: On February 3, 2025, we completed the Vistar Acquisition in exchange for $621 million in cash.
For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
Acquisition of Blis Holdco Limited
−Removed: On March 3, 2025, we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile.
−Removed: In exchange, we transferred cash of $180 million.
+Added: On March 3, 2025, we completed the Blis Acquisition in exchange for $180 million in cash.
For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
−Removed: Lumos Joint Venture
+Added: Joint Ventures
On April 1, 2025, we completed the joint acquisition of Lumos.
−Removed: 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.
−Removed: 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.
−Removed: For more information regarding the Lumos joint venture, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.
−Removed: Metronet Joint Venture
−Removed: On July 24, 2025, we completed the joint acquisition of Metronet.
−Removed: 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.
−Removed: We do not anticipate making further capital contributions following the closing under the existing business plan.
−Removed: For more information regarding the Metronet joint venture, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.
−Removed: Acquisition of UScellular Wireless Business
−Removed: On August 1, 2025, we completed the UScellular Acquisition, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile.
−Removed: In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion.
−Removed: Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers.
−Removed: 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.
−Removed: For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
+Added: 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.
+Added: Subsequent to March 31, 2026, on April 24, 2026, we entered into a definitive agreement with Wren House to establish a joint venture that will acquire i3 Broadband, one of Wren House’s existing fiber portfolio companies.
+Added: The transaction with Wren House is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals, at which time we expect to invest approximately $700 million to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers.
+Added: Additionally, on April 25, 2026, we entered into definitive agreements with Oak Hill to establish a joint venture that will acquire and combine GoNetspeed and Greenlight Networks, two of Oak Hill’s existing fiber portfolio companies.
+Added: The transaction with Oak Hill is expected to close in the first half of 2027, subject to customary closing conditions and regulatory approvals, at which time we expect to invest approximately $2.0 billion to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers.
Off-Balance Sheet Arrangements
We have arrangements, as amended from time to time, to sell certain EIP accounts receivable and service accounts receivable on a revolving basis as a source of liquidity.
−Removed: As of September 30, 2025, we derecognized net receivables of $1.7 billion upon sale through these arrangements.
+Added: As of March 31, 2026, we derecognized net receivables of $1.7 billion upon sale through these arrangements.
For more information regarding these off-balance sheet arrangements, see Note 4 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements.
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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.
−Removed: We have incurred, and will incur, substantial expenses to comply with the Government Commitments (as defined below), 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 2024.
+Added: We have incurred, and will incur, substantial expenses to comply with the current regulatory framework, including our national security obligations, 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 2026.
Additionally, we are expecting to incur substantial expenses in connection with the UScellular Acquisition, including coordinating and integrating businesses, operations, policies and procedures.
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The indentures, supplemental indentures and credit agreements governing our long-term debt to affiliates and third parties, excluding financing leases, contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.
−Removed: We were in compliance with all restrictive debt covenants as of September 30, 2025.
+Added: We were in compliance with all restrictive debt covenants as of March 31, 2026.
Financing Lease Facilities
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We expect to enter into up to a total of $1.2 billion in financing lease commitments during the year ending December 31, 2026.
−Removed: As of September 30, 2025, we have entered into $10.9 billion of financing leases under these financing lease facilities, of which $317 million and $984 million was executed during the three and nine months ended September 30, 2025, respectively.
+Added: As of March 31, 2026, we have entered into $11.3 billion of financing leases under these financing lease facilities, of which $213 million was executed during the three months ended March 31, 2026.
Capital Expenditures
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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 journey.
Future capital expenditure requirements will be primarily driven by the deployment of acquired spectrum licenses.
−Removed: For more information regarding our spectrum licenses, see Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements.
+Added: For more information regarding our spectrum licenses, see Note 5 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.
Stockholder Returns
−Removed: On December 13, 2024, we announced that our Board of Directors authorized our 2025 Stockholder Return Program of up to $14.0 billion that will run through December 31, 2025.
+Added: On December 11, 2025, we announced that our Board of Directors authorized our 2026 Stockholder Return Program of up to $14.6 billion that will run through December 31, 2026 (the “2026 Stockholder Return Program”).
The 2026 Stockholder Return Program consists of repurchases of shares of our common stock and the payment of cash dividends.
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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.
−Removed: The 2025 Stockholder Return Program is consistent with the Company’s capital allocation framework outlined during its Capital Markets Day in September 2024.
−Removed: 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.
−Removed: The Company currently plans to allocate such funds as follows:
−Removed: • Up to $50.0 billion for share repurchases and cash dividends, which includes the 2025 Stockholder Return Program;
−Removed: • Approximately $19.0 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;
−Removed: • Approximately $11.0 billion for announced transactions, including the acquisitions closed during the nine months ended September 30, 2025.
−Removed: See Note 2 - Business Combinations , Note 3 - Joint Ventures and Note 7 – Goodwill, Spectrum License Transactions and Other Intangible Assets for additional information.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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 will be paid on December 11, 2025, to stockholders of record as of the close of business on November 26, 2025.
−Removed: During the three and nine months ended September 30, 2025, we paid an aggregate of $987 million and $3.0 billion, respectively, in cash dividends to our stockholders, which was presented within Net cash (used in) provided by financing activities on our Condensed Consolidated Statements of Cash Flows.
−Removed: As of September 30, 2025, $1.1 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.
−Removed: During the three months ended September 30, 2025, we repurchased 10,204,072 shares of our common stock at an average price per share of $242.01 for a total purchase price of $2.5 billion, and during the nine months ended September 30, 2025, we repurchased 30,444,090 shares of our common stock at an average price per share of $243.36 for a total purchase price of $7.4 billion, under the 2025 Stockholder Return Program.
−Removed: As of September 30, 2025, we had up to $3.6 billion remaining under the 2025 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2025.
+Added: 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.
+Added: From January 1, 2026, through the end of 2027, the Company expects its business plan to support:
+Added: • Up to approximately $30.0 billion for share repurchases and cash dividends, which includes the 2026 Stockholder Return Program;
+Added: • 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.
+Added: 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 was paid on March 12, 2026, to stockholders of record as of the close of business on February 27, 2026.
+Added: On March 19, 2026, 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 June 11, 2026, to stockholders of record as of the close of business on May 29, 2026.
+Added: During the three months ended March 31, 2026, we paid an aggregate of $1.1 billion in cash dividends to our stockholders, which was presented within Net cash (used in) provided by financing activities on our Condensed Consolidated Statements of Cash Flows.
+Added: As of March 31, 2026, $1.1 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.
+Added: During the three months ended March 31, 2026, we repurchased 23,329,925 shares of our common stock at an average price per share of $210.07 for a total purchase price of $4.9 billion under the 2026 Stockholder Return Program.
+Added: As of March 31, 2026, we had up to $8.6 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.
+Added: Subsequent to March 31, 2026, on April 23, 2026, we announced that our Board of Directors increased the 2026 Stockholder Return Program authorization to up to $18.2 billion.
+Added: Subsequent to March 31, 2026, from April 1, 2026, through April 24, 2026, we repurchased 3,791,020 shares of our common stock at an average price per share of $195.87 for a total purchase price of $743 million under the 2026 Stockholder Return Program.
+Added: As of April 24, 2026, we had up to $11.5 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.
For additional information regarding the 2026 Stockholder Return Program, see Note 11 - Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements.
−Removed: Related Party Transactions
−Removed: We have related party transactions associated with DT or its respective affiliates in the ordinary course of business, including intercompany servicing and licensing.
−Removed: As of October 17, 2025, DT held, directly or indirectly, approximately 52.1% of the outstanding T-Mobile common stock.
−Removed: 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 October 17, 2025, over approximately 56.1% of the outstanding T-Mobile common stock.
+Added: Related Person Transactions
+Added: We have related person transactions associated with DT or its respective affiliates in the ordinary course of business, including intercompany servicing and licensing.
+Added: As of April 24, 2026, DT held, directly or indirectly, approximately 53.8% of the outstanding T-Mobile common stock.
+Added: As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank Group Corp., DT has voting control, as of April 24, 2026, over approximately 54.7% 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.
−Removed: 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 three months ended September 30, 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.
−Removed: We have relied upon DT and SoftBank for information regarding their respective activities, transactions and dealings.
−Removed: On August 6, 2025, SoftBank ceased to be our affiliate.
+Added: 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 three months ended March 31, 2026, 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
+Added: solely due to their common control with DT.
+Added: We have relied upon DT for information regarding their respective activities, transactions and dealings.
DT, through certain of its non-U.S.
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Irancell Telecommunications Services Company, Telecommunication Kish Company, Mobile Telecommunication Company of Iran, and Telecommunication Infrastructure Company of Iran.
−Removed: In addition, during the three months ended September 30, 2025, DT, through certain of its non-U.S.
−Removed: 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.
+Added: In addition, during the three months ended March 31, 2026, DT, through certain of its non-U.S.
+Added: subsidiaries, provided basic telecommunications services to four 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:
−Removed: 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.
+Added: CPG Engineering & Commercial Services GmbH, Golgohar Trade and Technology GmbH, International Trade and Industrial Technology ITRITEC GmbH, and Kara Industrial Trading GmbH.
These services are in the process of being terminated, in particular by undertaking appropriate legal steps before German courts.
−Removed: For the three months ended September 30, 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 $0.1 million, and the estimated net profits were less than $0.1 million.
+Added: For the three months ended March 31, 2026, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.1 million, and the estimated net profits were less than $0.1 million.
In addition, DT, through certain of its non-U.S.
subsidiaries that operate a fixed-line network in their respective European home countries (in particular, Germany), provides telecommunications services in the ordinary course of business to the Embassy of Iran in those European countries.
−Removed: Gross revenues and net profits recorded from these activities for the three months ended September 30, 2025, were less than $0.1 million.
+Added: Gross revenues and net profits recorded from these activities for the three months ended March 31, 2026, were less than $0.1 million.
We understand that DT intends to continue these activities.
−Removed: Separately, SoftBank, through one of its non-U.S.
−Removed: subsidiaries, provides roaming services in Iran through Irancell Telecommunications Services Company.
−Removed: During the three months ended September 30, 2025, SoftBank had no gross revenues from such services, and no net profit was generated.
−Removed: We understand that the SoftBank subsidiary intends to continue such services.
−Removed: This subsidiary also provides telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan.
−Removed: During the three months ended September 30, 2025, SoftBank estimates that gross revenues and net profit generated by such services were both under $0.1 million.
−Removed: We understand that the SoftBank subsidiary is obligated under contract and intends to continue such services.
−Removed: In addition, SoftBank, through one of its non-U.S.
−Removed: indirect subsidiaries, provides office supplies to the Embassy of Iran in Japan.
−Removed: SoftBank estimates that gross revenues and net profit generated by such services during the three months ended September 30, 2025, were both under $0.1 million.
−Removed: We understand that the SoftBank subsidiary intends to continue such activities.
Critical Accounting Estimates
Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities.
−Removed: There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, and which are hereby incorporated by reference herein.
+Added: There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 7 and Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, and which are hereby incorporated by reference herein.
Accounting Pronouncements Not Yet Adopted
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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.