What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-23 compared with 2026-04-28 · 267 added, 140 removed, 390 unchanged (51% of the section changed)

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• Information that allows assessment of the likelihood that past performance is indicative of future performance.

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.

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 six months ended June 30, 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.

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UScellular merger-related costs are presented below:

(in millions) Three Months Ended March 31, Change

(in millions) Three Months Ended

June 30, Change Six Months Ended

June 30, Change

2026 2025 $ % 2026 2025 $ %

UScellular merger-related costs

Cost of services, exclusive of depreciation and amortization $ 344 $ — $ 344 NM

Cost of equipment sales, exclusive of depreciation and amortization 14 — 14 NM

Cost of services, exclusive of depreciation and amortization $ 44 $ — $ 44 NM $ 388 $ — $ 388 NM

Cost of equipment sales, exclusive of depreciation and amortization 23 — 23 NM 37 — 37 NM

Selling, general and administrative 115 33 82 248 % 163 47 116 247 %

Depreciation and amortization 229 — 229 NM

Depreciation and amortization 13 — 13 NM 242 — 242 NM

Total UScellular merger-related costs $ 195 $ 33 $ 162 491 % $ 830 $ 47 $ 783 NM

Net cash payments for UScellular merger-related costs $ 114 $ 9 $ 105 NM

Net cash payments for UScellular merger-related costs $ 142 $ 31 $ 111 358 % $ 256 $ 40 $ 216 540 %

NM - Not meaningful

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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.

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.

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.

We currently expect total costs to achieve, excluding accelerated depreciation, to be approximately $2.6 billion, currently expected to be composed of $1.5 billion of UScellular merger-related costs recognized within operating expenses and $1.1 billion of capital expenditures.

Substantially all costs and associated payments for our UScellular Acquisition restructuring and integration activities are expected to be incurred by the end of fiscal year 2027.

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

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

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

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

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.

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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

Fiber Joint Ventures

Our fiber strategy includes joint ventures focusing 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.

On April 1, 2025, we completed the joint acquisition of Lumos (“Lumos”), a fiber-to-the-home platform.

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

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

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

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.

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.

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.

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.

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

portfolio companies.

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.

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.

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 portfolio companies.

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.

Upon closing of the transactions, we account for the 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.

Additionally, upon closing of the transactions, 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.

For more information regarding the i3 Broadband joint venture and GoNetspeed and Greenlight Networks joint venture, see Note 3 – Joint Ventures of the Notes to the Condensed Consolidated Financial Statements.

Joint Venture with AT&T and Verizon

On May 14, 2026, we announced that we have agreed in principle to form a new joint venture with AT&T Inc.

and Verizon Communications Inc., or wholly owned subsidiaries thereof, which aims to end wireless dead zones in the U.S., including in rural areas, by pooling certain spectrum resources to increase capacity and help satellite providers reach more customers through a unified platform.

This joint venture is expected to accelerate direct-to-device communications by using satellite-based technologies to address coverage gaps, especially in unserved and underserved communities.

The joint venture remains subject to negotiating definitive agreements between the parties and, if finalized, would be subject to certain customary closing conditions.

At closing, in exchange for an equity interest in the joint venture, we expect to invest cash and license certain intellectual property to the joint venture, and will also commit to provide access to certain spectrum licenses to satellite service providers who contract with the joint venture.

Network Restructuring Initiative

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Three Months Ended

March 31, 2026

June 30, 2026 Six Months Ended

June 30, 2026

(in millions)

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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”).

We intend to reinvest the expected cost savings from the 2025-2026 Workforce Transformation into the business, including into our digital initiatives.

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.

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.

intend to reinvest the expected cost savings from the 2025-2026 Workforce Transformation into the business, including into our digital initiatives.

During the six months ended June 30, 2026, we recorded a pre-tax charge of $141 million related to the 2025-2026 Workforce Transformation, which are included in Cost of services and Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

See Note 15 – Restructuring Costs of the Notes to the Condensed Consolidated Financial Statements for more information.

Retail Initiatives

In connection with our ongoing digital initiatives to simplify routine transactions, as well as enhance customer experiences by transitioning in part to large-format experience stores, we began closing certain dealer and corporate owned stores in the second quarter of 2026.

The major costs associated with these retail initiatives include contract termination, severance and costs associated with terminated operating leases.

Costs associated with the closure of stores acquired in the UScellular Acquisition are included within UScellular merger-related costs.

During the three and six months ended June 30, 2026, we recorded a pre-tax charge of $108 million related to these retail initiatives, which is included in Selling, general and administrative expenses on our Condensed Consolidated Statements of Comprehensive Income.

We are evaluating additional restructuring activities associated with our retail initiatives, which are dependent on negotiations with certain counterparties and the expected impact on our business operations.

Results of Operations

Set forth below is a summary of our consolidated financial results:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in millions) 2026 2025 $ % 2026 2025 $ %

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Net cash used in investing activities (3,052) (1,559) (1,493) 96 % (5,901) (4,968) (933) 19 %

Net cash (used in) provided by financing activities (6,440) 3,193 (9,633) (302) %

Net cash used in financing activities (5,182) (7,205) 2,023 (28) % (11,622) (4,012) (7,610) 190 %

Non-GAAP Financial Measures

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Adjusted Free Cash Flow 4,797 4,596 201 4 % 9,396 8,992 404 4 %

The following discussion and analysis is for the three months ended March 31, 2026, compared to the same period in 2025, unless otherwise stated.

Total revenues increased $2.2 billion, or 11%.

The following discussion and analysis is for the three and six months ended June 30, 2026, compared to the same periods in 2025, unless otherwise stated.

Total revenues increased $1.7 billion, or 8%, for the three months ended and increased $3.9 billion, or 9%, for the six months ended June 30, 2026.

The components of these changes are discussed below.

Postpaid revenues increased $2.0 billion, or 15%, primarily from:

Postpaid revenues increased $1.8 billion, or 13%, for the three months ended and increased $3.8 billion, or 14%, for the six months ended June 30, 2026.

The increase for the three months ended June 30, 2026, was primarily from:

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

• Higher postpaid ARPA.

See “Postpaid ARPA” in the “ Performance Measures ” section of this MD&A.

The increase for the six months ended June 30, 2026, was primarily from:

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

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See “Postpaid ARPA” in the “ Performance Measures ” section of this MD&A.

Prepaid revenues decreased $126 million, or 5%, primarily from:

• Lower average revenue per customer, primarily from dilution from promotional activity and rate plan mix;

Prepaid revenues decreased $170 million, or 6%, for the three months ended and decreased $296 million, or 6%, for the six months ended June 30, 2026, primarily from lower average revenue per customer, primarily from dilution from promotional activity and rate plan mix.

Wholesale and other service revenues decreased $60 million, or 8%, for the three months ended and decreased $63 million, or 4%, for the six months ended June 30, 2026, primarily from lower MVNO revenues, including lower DISH and TracFone MVNO revenues.

Equipment revenues increased $85 million, or 2%, for the three months ended and increased $377 million, or 5%, for the six months ended June 30, 2026.

The increase for the three months ended June 30, 2026, was primarily from an increase of $33 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;

partially offset by

• Higher average prepaid customers.

Wholesale and other service revenues were essentially flat.

Equipment revenues increased $292 million, or 8%, primarily from:

• A decrease in the total number of devices sold, primarily driven by lower prepaid devices.

The increase for the six months ended June 30, 2026, was primarily from:

• An increase of $224 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;

• An increase in liquidation revenue, primarily due to a higher number of liquidated devices and an increase in the high-end phone mix.

• An increase in liquidation revenue, primarily due to an increase in the high-end phone mix.

Other revenues were essentially flat.

Total operating expenses increased $2.5 billion, or 16%.

Total operating expenses increased $1.4 billion, or 9%, for the three months ended and increased $3.9 billion, or 12%, for the six months ended June 30, 2026.

The components of this change are discussed below.

Cost of services , exclusive of depreciation and amortization, increased $737 million, or 28% primarily from:

Cost of services , exclusive of depreciation and amortization, increased $261 million, or 10%, for the three months ended and increased $998 million, or 19%, for the six months ended June 30, 2026.

The increase for the three months ended June 30, 2026, was primarily from:

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

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

The increase for the six months ended June 30, 2026, was primarily from:

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

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

Cost of equipment sales , exclusive of depreciation and amortization, increased $690 million, or 14%, primarily from:

Cost of equipment sales , exclusive of depreciation and amortization, increased $396 million, or 8%, for the three months ended and increased $1.1 billion, or 11%, for the six months ended June 30, 2026.

The increase for the three months ended June 30, 2026, was primarily from an increase of $358 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;

partially offset by

• A decrease in the total number of devices sold, primarily driven by lower prepaid devices.

The increase for the six months ended June 30, 2026, was primarily from:

• An increase of $917 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;

• An increase in liquidation costs, primarily due to a higher number of liquidated devices and an increase in the high-end phone mix.

Selling, general and administrative expenses increased $478 million, or 9%, primarily from:

• An increase in liquidation costs, primarily due to an increase in the high-end phone mix.

Selling, general and administrative expenses increased $437 million, or 8%, for the three months ended and increased $915 million, or 8%, for the six months ended June 30, 2026.

The increase for the three months ended June 30, 2026, was primarily from:

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

• $132 million of severance and related costs associated with the 2025-2026 Workforce Transformation;

• A $151 million gain recognized in the prior period related to the completed sale of a portion of our 3.45 GHz spectrum licenses;

• Higher bad debt expense;

• Contract termination and other costs associated with our retail initiatives;

partially offset by

• An increase in vendor credits related to software services.

The increase for the six months ended June 30, 2026, was primarily from:

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

• Higher bad debt expense;

• A $151 million gain recognized in the prior period related to the completed sale of a portion of our 3.45 GHz spectrum licenses;

• Higher advertising expense;

Depreciation and amortization increased $619 million, or 19%, primarily from:

• $132 million of severance and related costs associated with the 2025-2026 Workforce Transformation;

• Contract termination and other costs associated with our retail initiatives;

partially offset by

• An increase in vendor credits related to software services.

Depreciation and amortization increased $288 million, or 9%, for the three months ended and increased $907 million, or 14%, for the six months ended June 30, 2026, primarily from:

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

• Higher depreciation expense from the acceleration of certain network and technology assets in the current period, including UScellular restructuring.

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

Operating income , the components of which are discussed above, decreased $303 million, or 6%.

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.

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.

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.

Income tax expense decreased $55 million, or 6%, primarily from:

Operating income , the components of which are discussed above, increased $277 million, or 5%, for the three months ended and was relatively flat for the six months ended June 30, 2026.

Interest expense, net increased $133 million, or 14%, for the three months ended and increased $248 million, or 13%, for the six months ended June 30, 2026.

The increase for the three months ended June 30, 2026, was primarily from lower interest income, primarily due to lower average balances and lower average interest rates on short-term cash equivalents.

The increase for the six months ended June 30, 2026, was primarily from:

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

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

Other expense, net increased $96 million, or 873%, for the three months ended and increased $182 million, or 319%, for the six months ended June 30, 2026, primarily from our proportionate share of losses from the Lumos and Metronet joint ventures recognized during the current period.

Income before income taxes , the components of which are discussed above, was $4.3 billion for both the three months ended June 30, 2026 and 2025, and $7.7 billion and $8.1 billion for the six months ended June 30, 2026 and 2025, respectively.

Income tax expense was essentially flat.

Our effective tax rate was 25.2% and 24.7% for the three months ended June 30, 2026 and 2025, respectively.

The six months ended June 30, 2026, was impacted by:

• Lower income before income taxes;

partially offset by

• A decrease in excess tax benefits related to the vesting of restricted stock awards.

Our effective tax rate was 24.9% and 23.0% for the three months ended March 31, 2026 and 2025, respectively.

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.

Net income for the three months ended March 31, 2026 included:

• UScellular merger-related costs, including accelerated depreciation, of $476 million, net of tax;

• Severance and related costs associated with the 2025-2026 Workforce Transformation of $105 million, net of tax;

• Costs associated with our Network Restructuring Initiative, including accelerated depreciation, of $103 million, net of tax.

Our effective tax rate was 25.0% and 23.9% for the six months ended June 30, 2026 and 2025, respectively.

Net income , the components of which are discussed above, was $3.2 billion for both the three months ended June 30, 2026 and 2025, and $5.7 billion and $6.2 billion for the six months ended June 30, 2026 and 2025, respectively.

Net income included:

• UScellular merger-related costs, including accelerated depreciation, net of tax, of $146 million and $622 million for the three and six months ended June 30, 2026, respectively, compared to $25 million and $35 million of UScellular merger-related costs for the three and six months ended June 30, 2025, respectively;

• A gain related to the completed sale of a portion of our 3.45 GHz spectrum licenses, net of tax, of $113 million, for the three and six months ended June 30, 2025;

• Costs associated with our Network Restructuring Initiative, including accelerated depreciation, net of tax, of $46 million and $149 million for the three and six months ended June 30, 2026, respectively;

• Severance and related costs associated with the 2025-2026 Workforce Transformation, net of tax, of $105 million for the six months ended June 30, 2026.

There were no costs associated with the 2025-2026 Workforce Transformation for the three months ended June 30, 2026.

Guarantor Financial Information

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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.

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 merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.

On March 31, 2026, T-Mobile USA, Inc.

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and Sprint Capital Corporation is presented in the table below:

(in millions) March 31, 2026 December 31, 2025

(in millions) June 30, 2026 December 31, 2025

Current assets $ 10,849 $ 12,459

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and Sprint Capital Corporation is presented in the table below:

(in millions) Three Months Ended

March 31, 2026 Year Ended

(in millions) Six Months Ended

June 30, 2026 Year Ended

December 31, 2025

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

As of March 31, Change

As of June 30, Change

(in thousands) 2026 2025 # %

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(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.

The base adjustment had no impact on postpaid net account additions.

(2) In the second quarter of 2026, Metronet agreed to repurchase certain customer accounts, resulting in a base adjustment to decrease postpaid accounts by 16,000.

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

These base adjustments had no impact on postpaid net account additions.

Postpaid Net Account Additions

The following table sets forth the number of postpaid net account additions:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 # % 2026 2025 # %

Postpaid net account additions 277 318 (41) (13) % 494 523 (29) (6) %

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;

Postpaid net account additions decreased 41,000, or 13%, for the three months ended June 30, 2026, primarily from:

• Higher account deactivations driven by the impact of a growing account base, including following the UScellular Acquisition, and higher average broadband-only accounts;

partially offset by

• Higher account deactivations driven by higher industry switching and the impact of a growing account base, including following the UScellular Acquisition.

• Higher gross account additions, including fiber account additions following the acquisition of Metronet.

Postpaid net account additions decreased 29,000, or 6%, for the six months ended June 30, 2026, primarily from:

• Higher account deactivations driven by the impact of a growing account base, including following the UScellular Acquisition, higher average broadband-only accounts and higher industry switching;

partially offset by

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

Postpaid Account Churn

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The following table sets forth the churn:

Three Months Ended March 31, Change

Postpaid account churn 1.04 % 0.94 % 10 bps

Postpaid account churn increased 10 basis points, primarily from:

• Higher industry switching;

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

2026 2025 2026 2025

Postpaid account churn 0.99 % 0.92 % 7 bps 1.02 % 0.93 % 9 bps

Postpaid account churn increased 7 basis points for the three months ended June 30, 2026, primarily from higher average broadband-only accounts, including following the acquisition of Metronet.

Postpaid account churn increased 9 basis points for the six months ended June 30, 2026, primarily from:

• Higher average broadband-only accounts, including following the acquisitions of Metronet and Lumos;

• Higher industry switching.

Postpaid Average Revenue Per Account

Postpaid Average Revenue per Account (“ARPA”) represents the average monthly postpaid service revenue earned per account.

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.

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.

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The following table sets forth our operating measure ARPA:

(in dollars) Three Months Ended March 31, Change

(in dollars) Three Months Ended

June 30, Change Six Months Ended

June 30, Change

2026 2025 $ % 2026 2025 $ %

Postpaid ARPA $ 152.91 $ 149.87 $ 3.04 2 % $ 152.42 $ 148.06 $ 4.36 3 %

Postpaid ARPA increased $5.71, or 4%, primarily from:

Postpaid ARPA increased $3.04, or 2%, for the three months ended and increased $4.36, or 3%, for the six months ended June 30, 2026.

The increase for the three months ended June 30, 2026, was primarily from:

• Higher fee revenue, including from the adoption of new tax and fee exclusive plans;

• An increase in customers per account, including from the continued adoption of 5G broadband and continued growth of T-Mobile for Business 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.

The increase for the six months ended June 30, 2026, was primarily from:

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

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

Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and to facilitate comparisons with other wireless communications 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 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, depreciation and amortization from capital investments, 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.

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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:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in millions, except percentages) 2026 2025 $ % 2026 2025 $ %

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UScellular merger-related costs 182 33 149 452 % 588 47 541 NM

Network Restructuring Initiative costs 76 — 76 NM

Legal-related expenses, net (2)

54 6 48 800 %

Network Restructuring Initiative costs 52 — 52 NM 128 — 128 NM

Legal-related expenses (recoveries), net (2)

16 (4) 20 (500) % 70 2 68 NM

Other, net (3)

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$ 9,537 $ 8,541 $ 996 12 % $ 18,777 $ 16,799 $ 1,978 12 %

Net income margin (Net income divided by Service revenues) 13 % 17 % -400 bps

Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) 49 % 49 % — bps

Net income margin (Net income divided by Service revenues) 17 % 18 % -100 bps 15 % 18 % -300 bps

Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) 50 % 49 % 100 bps 50 % 49 % 100 bps

Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues)

49 % 49 % — bps

50 % 49 % 100 bps 50 % 49 % 100 bps

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

(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.

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

(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.

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.

Other, net, for the six months ended June 30, 2026, includes $141 million of severance and related costs associated with the 2025-2026 Workforce Transformation and $108 million of costs associated with our retail initiatives for both the three and six months ended June 30, 2026.

NM - Not meaningful

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.

The increase was primarily from:

Core Adjusted EBITDA increased $996 million, or 12%, for the three months ended and increased $2.0 billion, or 12%, for the six months ended June 30, 2026.

The components of Core Adjusted EBITDA are discussed further above.

The increase for the three months ended June 30, 2026, was primarily from:

• Higher Total service revenues;

partially offset by

• Higher Cost of equipment sales, excluding Special Items;

• Higher Cost of services, excluding Special Items;

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

The increase for the six months ended June 30, 2026, was primarily from:

• Higher Total service revenues;

• Higher Equipment revenues, excluding Lease revenues;

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

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.

Adjusted EBITDA increased $990 million, or 12%, for the three months ended June 30, 2026, and increased $2.0 billion, or 12%, for the six months ended June 30, 2026, due to the fluctuations in Core Adjusted EBITDA discussed above.

Liquidity and Capital Resources

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The following is a condensed schedule of our cash flows:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in millions) 2026 2025 $ % 2026 2025 $ %

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Net cash used in investing activities (3,052) (1,559) (1,493) 96 % (5,901) (4,968) (933) 19 %

Net cash (used in) provided by financing activities (6,440) 3,193 (9,633) (302) %

Net cash used in financing activities (5,182) (7,205) 2,023 (28) % (11,622) (4,012) (7,610) 190 %

Operating Activities

Net cash provided by operating activities increased $375 million, or 5%, primarily from:

Net cash provided by operating activities increased $508 million, or 7%, for the three months ended and increased $883 million, or 6%, for the six months ended June 30, 2026.

The increase for the three months ended June 30, 2026, was primarily from:

• A $736 million increase in Net income, adjusted for non-cash income and expenses;

• 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.

• 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.

partially offset by

• A $228 million increase in net cash outflows from changes in working capital, primarily due to higher use of cash from Accounts payable and accrued liabilities, Accounts receivable and Inventory, partially offset by lower use of cash from Other current and long-term assets.

• Net cash provided by operating activities includes the impact of $181 million and $92 million in net payments for Merger-related costs for the three months ended June 30, 2026 and 2025, respectively.

The increase for the six months ended June 30, 2026, was primarily from:

• A $972 million increase in Net income, adjusted for non-cash income and expenses;

partially offset by

• An $89 million increase in net cash outflows from changes in working capital, primarily due to higher use of cash from Accounts payable and accrued liabilities, Short- and long-term operating lease liabilities and Accounts receivable, partially offset by lower use of cash from Operating lease right-of-use assets, Other current and long-term assets and Inventory.

• Net cash provided by operating activities includes the impact of $334 million and $162 million in net payments for Merger-related costs for the six months ended June 30, 2026 and 2025, respectively.

Investing Activities

Net cash used in investing activities decreased $560 million, or 16%.

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.

Net cash used in investing activities increased $1.5 billion, or 96%, for the three months ended and increased $933 million, or 19%, for the six months ended June 30, 2026.

The net use of cash for the three months ended June 30, 2026, was primarily from:

• $2.7 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;

• $484 million in Purchases of spectrum and intangible assets.

The net use of cash for the six months ended June 30, 2026, was primarily from:

• $5.3 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;

• $510 million in Purchases of spectrum and intangible assets.

Financing Activities

Net cash used in financing activities increased $9.6 billion from a net source of cash for the three months ended March 31,

2025, to a net use of cash for the three months ended March 31, 2026.

The net use of cash was primarily from:

Net cash used in financing activities decreased $2.0 billion, or 28%, for the three months ended and increased $7.6 billion, or 190%, for the six months ended June 30, 2026.

The net use of cash for the three months ended June 30, 2026, was primarily from:

• $2.3 billion in Repurchases of common stock;

• $1.3 billion in Repayments of long-term debt;

• $1.1 billion in Dividends on common stock;

• $360 million in Repayments of financing lease obligations.

The net use of cash for the six months ended June 30, 2026, was primarily from:

• $7.8 billion in Repayments of long-term debt;

• $7.1 billion in Repurchases of common stock;

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Cash and Cash Equivalents

As of March 31, 2026, our Cash and cash equivalents were $3.5 billion compared to $5.6 billion at December 31, 2025.

As of June 30, 2026, our Cash and cash equivalents were $2.8 billion compared to $5.6 billion at December 31, 2025.

Adjusted Free Cash Flow

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Adjusted Free Cash Flow margin is calculated as Adjusted Free Cash Flow divided by Service revenues.

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.

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.

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:

Three Months Ended March 31, Change

Three Months Ended

June 30, Change Six Months Ended

June 30, Change

(in millions, except percentages) 2026 2025 $ % 2026 2025 $ %

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Adjusted Free Cash Flow $ 4,797 $ 4,596 $ 201 4 % $ 9,396 $ 8,992 $ 404 4 %

Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) 38 % 40 % -200 bps

Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) 24 % 26 % -200 bps

Adjusted Free Cash Flow increased $203 million, or 5%, for the three months ended March 31, 2026, primarily from:

Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) 40 % 40 % — bps 39 % 40 % -100 bps

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

Adjusted Free Cash Flow increased $201 million, or 4%, for the three months ended and increased $404 million, or 4%, for the six months ended June 30, 2026.

The increase for the three months ended June 30, 2026, was primarily from:

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

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• 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.

• 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.

• Adjusted Free Cash Flow includes the impact of $181 million and $92 million in net payments for Merger-related costs for the three months ended June 30, 2026 and 2025, respectively.

The increase for the six months ended June 30, 2026, was primarily from:

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

partially offset by

• Adjusted Free Cash Flow includes the impact of $334 million and $162 million in net payments for Merger-related costs for the six months ended June 30, 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.

As of March 31, 2026, there was no outstanding balance under the Revolving Credit Facility.

As of June 30, 2026, there was no outstanding balance under the Revolving Credit Facility.

See Note 8 – Debt of the Notes to the Condensed Consolidated Financial Statements for more information regarding the Revolving Credit Facility.

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This program supplements our other available external financing arrangements and proceeds are expected to be used for general corporate purposes.

As of March 31, 2026, there was no outstanding balance under this program.

As of June 30, 2026, there was no outstanding balance under this program.

Debt Financing

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.

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.

As of June 30, 2026, our total debt and financing lease liabilities were $86.9 billion, excluding our tower obligations, of which $78.5 billion was classified as long-term debt and $1.1 billion was classified as long-term financing lease liabilities.

During the six months ended June 30, 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 $7.8 billion.

For more information regarding our debt financing transactions, see Note 8 – Debt of the Notes to the Condensed Consolidated Financial Statements.

Spectrum Auction

In June 2026, the FCC announced that we were the winning bidder of 102 licenses in Auction 113 (AWS-3 band spectrum) for an aggregate purchase price of $278 million.

At the inception of Auction 113 in April 2026, we deposited $25 million.

On July 10, 2026, we paid the FCC an additional $31 million and expect to pay the remaining $222 million on July 24, 2026, for the licenses won in the auction.

For more information regarding the spectrum auction, see Note 6 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.

License Purchase Agreements

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.

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 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.

Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No.

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.

Together, the licenses with closings deferred into the second closing tranche represent approximately $1.1 billion of the aggregate $3.5 billion cash consideration.

The FCC approved the purchase of the first tranche on December 29, 2023.

The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.

The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024.

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

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

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

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

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

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 June 2, 2026, we closed on the acquisition of $46 million of the spectrum licenses, with the associated payment made on the same day.

We are targeting a closing in the first half of 2028 for the acquisition of the remaining spectrum licenses.

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.

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

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

and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we will sell our 800 MHz spectrum

licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses, which we are currently utilizing under lease agreements with Grain.

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

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

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

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

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

The transaction is subject to customary closing conditions,

and subsequent to June 30, 2026, on July 1, 2026, the FCC approved the transaction, including certain modifications to the 800 MHz spectrum licenses.

The parties are currently targeting a closing in the third quarter of 2026.

For more information regarding our license purchase agreements, see Note 6 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.

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

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

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

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.

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

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.

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.

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

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

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.

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.

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.

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.

As of March 31, 2026, we derecognized net receivables of $1.7 billion upon sale through these arrangements.

We have arrangements, as amended from time to time, to sell certain EIP receivables and service accounts receivable on a revolving basis as a source of liquidity.

As of June 30, 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 5 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements.

Future Sources and Uses of Liquidity

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

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

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

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

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

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

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

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

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.

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

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.

We were in compliance with all restrictive debt covenants as of March 31, 2026.

The indentures, supplemental indentures and credit agreements governing our long-term debt to 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.

We were in compliance with all restrictive debt covenants as of June 30, 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.

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.

As of June 30, 2026, we have entered into $11.8 billion of financing leases under these financing lease facilities, of which $481 million and $694 million was executed during the three and six months ended June 30, 2026, respectively.

Capital Expenditures

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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”).

On April 23, 2026, we announced that our Board of Directors increased the 2026 Stockholder Return Program authorization to up to $18.2 billion.

The 2026 Stockholder Return Program consists of repurchases of shares of our common stock and the payment of cash dividends.

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• 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.

• These figures represent initial allocations subject to change based on changes in opportunities and our views on deleveraging, investments in our core business and strategic investment opportunities.

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.

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.

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.

As of March 31, 2026, $1.1 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.

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.

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.

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.

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.

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.

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 was paid on June 11, 2026, to stockholders of record as of the close of business on May 29, 2026.

On June 15, 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 September 10, 2026, to stockholders of record as of the close of business on August 28, 2026.

During the three and six months ended June 30, 2026, we paid an aggregate of $1.1 billion and $2.2 billion, respectively, in cash dividends to our stockholders, which are presented within Net cash used in financing activities on our Condensed Consolidated Statements of Cash Flows.

As of June 30, 2026, $1.1 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.

During the three months ended June 30, 2026, we repurchased 11,420,845 shares of our common stock at an average price per share of $188.76 for a total purchase price of $2.2 billion, and during the six months ended June 30, 2026, we repurchased 34,750,770 shares of our common stock at an average price per share of $203.07 for a total purchase price of $7.1 billion, under the 2026 Stockholder Return Program.

As of June 30, 2026, we had up to $8.9 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.

Subsequent to June 30, 2026, from July 1, 2026, through July 17, 2026, we repurchased 2,149,600 shares of our common stock at an average price per share of $182.53 for a total purchase price of $392 million under the 2026 Stockholder Return Program.

As of July 17, 2026, we had up to $8.5 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 12 – Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements.

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

As of April 24, 2026, DT held, directly or indirectly, approximately 53.8% of the outstanding T-Mobile common stock.

As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank Group Corp., DT has voting control, as of April 24, 2026, over approximately 54.7% of the outstanding T-Mobile common stock.

As of July 17, 2026, DT held, directly or indirectly, approximately 54.3% of the outstanding T-Mobile common stock.

As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank Group Corp., DT has voting control, as of July 17, 2026, over approximately 55.2% of the outstanding T-Mobile common stock.

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

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

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the 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

solely due to their common control with DT.

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 June 30, 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 solely due to their common control with DT.

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

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Irancell Telecommunications Services Company, Telecommunication Kish Company, Mobile Telecommunication Company of Iran and Telecommunication Infrastructure Company of Iran.

In addition, during the three months ended March 31, 2026, DT, through certain of its non-U.S.

In addition, during the three months ended June 30, 2026, DT, through certain of its non-U.S.

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.

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

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.

For the three months ended June 30, 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.

Gross revenues and net profits recorded from these activities for the three months ended March 31, 2026, were less than $0.1 million.

Gross revenues and net profits recorded from these activities for the three months ended June 30, 2026, were less than $0.1 million.

We understand that DT intends to continue these activities.

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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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis