UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 9, 2025

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T-MOBILE US, INC.

(Exact Name of Registrant as Specified in Charter)

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Registrant’s telephone number, including area code: (425) 378-4000

 

(Former Name or Former Address, if Changed Since Last Report):

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 8.01.

Other Events.

 

On October 9, 2025, T-Mobile USA, Inc. (“T-Mobile USA”), a direct, wholly-owned subsidiary of T-Mobile US, Inc. (the “Company”), closed an underwritten public offering of $800 million in aggregate principal amount of its 4.625% Senior Notes due 2033 (the “2033 Notes”), $1.0 billion in aggregate principal amount of its 4.950% Senior Notes due 2035 (the “2035 Notes”) and $1.0 billion in aggregate principal amount of its 5.700% Senior Notes due 2056 (the “2056 Notes” and, together with the 2033 Notes and the 2035 Notes, the “Notes”) pursuant to an underwriting agreement, dated October 6, 2025 (the “Underwriting Agreement”), with the several underwriters named in Schedule 1 thereto, for which Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC acted as representatives. The Notes were issued pursuant to an Indenture, dated as of September 15, 2022 (the “Base Indenture”), among T-Mobile USA, the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and supplemented by (i) a Thirty-Fourth Supplemental Indenture, dated as of October 9, 2025 (the “Thirty-Fourth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2033 Notes, (ii) a Thirty-Fifth Supplemental Indenture, dated as of October 9, 2025 (the “Thirty-Fifth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2035 Notes and (iii) a Thirty-Sixth Supplemental Indenture, dated as of October 9, 2025 (the “Thirty-Sixth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2056 Notes (the Base Indenture, as amended and supplemented by each of the Thirty-Fourth Supplemental Indenture, the Thirty-Fifth Supplemental Indenture and the Thirty-Sixth Supplemental Indenture, each an “Indenture” and, collectively, the “Indentures”). The offering of the Notes was registered pursuant to an automatic shelf registration statement on Form S-3 that the Company, T-Mobile USA and certain guarantors filed with the SEC on May 1, 2023, as amended (File No. 333-271553).

 

The net proceeds from the sale of the Notes are expected to be used for refinancing existing indebtedness on an ongoing basis, or other general corporate purposes.

 

T-Mobile USA’s obligations under the Notes will be guaranteed on a senior unsecured basis initially by the Company and certain wholly-owned subsidiaries, subject to release under the conditions provided in the Indenture.

 

The above description of the Underwriting Agreement and the Indentures is a summary only and is subject to, and qualified entirely by, the Underwriting Agreement, the Base Indenture, the Thirty-Fourth Supplemental Indenture, the Thirty-Fifth Supplemental Indenture and the Thirty-Sixth Supplemental Indenture, which are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K.

 

The following exhibits are provided as part of this Current Report on Form 8-K:

 

(d) Exhibits:

 

SIGNATURES

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