T-Mobile US, Inc.: Form 10-Q for the period ended Sep 30, 2026

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Form 10-Q”) of T-Mobile US, Inc. (“T-Mobile,” “we,” “our,” “us” or the “Company”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The following important factors, along with the Risk Factors included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A of this Form 10-Q, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:

• competition, industry consolidation and changes in the market for wireless communications services and other forms of connectivity;
• cyberattacks, disruptions, data loss or other security breaches;
• our inability to adopt and deploy network technologies in a timely and effective manner;
• 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;
• system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems;
• the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use;
• 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. 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;
• 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;
• 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;
• our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms;
• changes in the credit market conditions, credit rating downgrades or an inability to access debt markets;
• our inability to maintain effective internal control over financial reporting;
• 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;
• 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;
• difficulties in protecting our intellectual property rights or if we infringe on the intellectual property rights of others;
• our offering of regulated financial services products and exposure to a wide variety of state and federal regulations;
• new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations;
• our wireless licenses, including those controlled through leasing agreements, are subject to renewal and may be revoked;
• our exclusive forum provision as provided in our Certificate of Incorporation;
• interests of Deutsche Telekom AG (“DT”), our controlling stockholder, which may differ from the interests of other stockholders;
• 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; and
• 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. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.

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. 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. Osvaldik also uses as a means for personal communications and observations). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.

Overview

The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are to provide users of our condensed consolidated financial statements with the following:

• A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
• Context to the condensed consolidated financial statements; and
• 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 and nine months ended September 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. and its consolidated subsidiaries.

Acquisition of UScellular Wireless Business

Transaction Overview

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. 12 Limited Partnership (collectively, the “UScellular Wireless Business”). In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute exchange offers, which were launched on May 23, 2025 (the “Exchange Offers”). On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes.

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

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

• Integration costs to achieve efficiencies in network, retail, information technology and back office operations and migrate customers to the T-Mobile network and billing systems;
• Restructuring costs, including contract terminations, severance and network decommissioning; and
• Transaction costs, including legal and professional services related to the completion of the UScellular Acquisition.

See Note 15 – 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. See “Adjusted EBITDA and Core Adjusted EBITDA” in the “Performance Measures” section of this MD&A. Net cash payments for UScellular merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows and our calculation of Adjusted Free Cash Flow.

UScellular merger-related costs are presented below:

(in millions)

NM - Not meaningful

Anticipated Impacts

As a result of our UScellular Acquisition restructuring and integration activities, we expect to realize cost efficiencies by eliminating redundancies within our combined network as well as other business processes and operations. Upon completion of these activities, we expect to achieve total annual run rate cost synergies of $1.2 billion, consisting of $950 million in operating expenses and $250 million in capital expenditures. 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.

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc. (“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).

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.

Acquisition of Blis Holdco Limited

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

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.

Acquisition of Ka’ena Corporation

On May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the merger with Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile (the “Ka’ena Acquisition”). The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable.

Subsequent to September 30, 2026, on October 9, 2026, we transferred $164 million in cash and 1,510,371 shares of T-Mobile common stock in satisfaction of our $420 million earnout obligation.

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

Sprint Merger-Related Costs

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. 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.

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. 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. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan. Following the joint acquisition, Lumos transitioned to a wholesale model where we are the anchor tenant owning residential and small business customer relationships.

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

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 to acquire i3 Broadband, one of Wren House’s existing fiber portfolio companies. Subsequent to September 30, 2026, on October 1, 2026, we completed the joint acquisition of i3 Broadband upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. At closing, we invested $671 million to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers.

On April 25, 2026, we entered into definitive agreements with affiliates of Oak Hill Capital Management, LLC (“Oak Hill”) to establish a joint venture to acquire 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.

Joint Venture with AT&T and Verizon

On September 14, 2026, we entered into definitive agreements and formed a 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. We expect to 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. The formation of this joint venture did not have a material impact on our condensed consolidated financial statements. We account for the joint venture with AT&T and Verizon under the equity method of accounting.

Network Restructuring Initiative

Recent technological advancements have enhanced our Customer-Driven Coverage insights, enabling us to identify, assess and shut down low customer value sites. In the fourth quarter of 2025, we began implementing restructuring initiatives to identify and realize these cost savings on our network, excluding activities associated with the UScellular Acquisition (the “Network Restructuring Initiative”). The major activities associated with the Network Restructuring Initiative include the rationalization of network and backhaul services and the decommissioning of cell sites and distributed antenna systems to reduce our overall network cost. Our Network Restructuring Initiative also includes the termination of certain of our operating leases for cell sites and switch sites, and accelerated depreciation related to assets associated with the decommissioning of cell sites.

Network Restructuring Initiative costs are presented below:

(in millions)

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

Our Network Restructuring Initiative is expected to be completed prior to the end of 2027, with total expected costs incurred to be between $500 million and $800 million. We are evaluating additional restructuring activities associated with the Network Restructuring Initiative, which are dependent on consultations and negotiations with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments.

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

2025-2026 Workforce Transformation

In the fourth quarter of 2025, we began implementing a restructuring initiative to streamline operations by centralizing leaders and teams, reducing organizational layers and eliminating duplicative roles (the “2025-2026 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 nine months ended September 30, 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 throughout 2026.

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, store decommissioning 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 nine months ended September 30, 2026, we recorded a pre-tax charge of $50 million and $158 million, respectively, 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.

See Note 15 – 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:

(in millions)

42

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

Total revenues increased $1.6 billion, or 7%, for the three months ended and increased $5.5 billion, or 9%, for the nine months ended September 30, 2026. The components of these changes are discussed below.

Postpaid revenues increased $1.4 billion, or 9%, for the three months ended and increased $5.2 billion, or 12%, for the nine months ended September 30, 2026.

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

• Higher average postpaid accounts, including following the acquisitions of UScellular and Metronet; and
• Higher postpaid ARPA. See “Postpaid ARPA” in the “Performance Measures” section of this MD&A.

The increase for the nine months ended September 30, 2026, was primarily from:

• Higher average postpaid accounts, including following the acquisitions of UScellular, Metronet and Lumos; and
• Higher postpaid ARPA. See “Postpaid ARPA” in the “Performance Measures” section of this MD&A.

Prepaid revenues decreased $198 million, or 8%, for the three months ended and decreased $494 million, or 6%, for the nine months ended September 30, 2026.

The decrease for the three months ended September 30, 2026, was primarily from:

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

The decrease for the nine months ended September 30, 2026, was primarily from:

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

Wholesale and other service revenues decreased $55 million, or 7%, for the three months ended and decreased $118 million, or 6%, for the nine months ended September 30, 2026, primarily from lower MVNO revenues, including lower DISH and TracFone MVNO revenues.

Equipment revenues increased $464 million, or 13%, for the three months ended and increased $841 million, or 8%, for the nine months ended September 30, 2026.

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

• An increase of $293 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 and higher manufacturer pricing; partially offset by
• A decrease in the total number of devices sold, primarily driven by lower prepaid devices; and
• An increase in liquidation revenue, primarily due to a higher number of liquidated devices and an increase in the high-end phone mix.

The increase for the nine months ended September 30, 2026, was primarily from:

• An increase of $517 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 and higher manufacturer pricing; partially offset by
• A decrease in the total number of devices sold, primarily driven by lower prepaid devices; and
• An increase in liquidation revenue, primarily due to an increase in the high-end phone mix and a higher number of liquidated devices.

Other revenues were essentially flat.

Total operating expenses increased $496 million, or 3%, for the three months ended and increased $4.4 billion, or 9%, for the nine months ended September 30, 2026. The components of this change are discussed below.

Cost of services, exclusive of depreciation and amortization, increased $134 million, or 5%, for the three months ended and increased $1.1 billion, or 14%, for the nine months ended September 30, 2026.

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

• Higher wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos; and
• Higher repair and maintenance expenses.

The increase for the nine months ended September 30, 2026, was primarily from:

• Higher costs following the UScellular Acquisition, including merger-related costs;
• Higher wholesale network access costs and amortization of customer installation fees paid to Metronet and Lumos; and
• Higher site costs related to the continued build-out of our nationwide 5G network.

Cost of equipment sales, exclusive of depreciation and amortization, increased $591 million, or 12%, for the three months ended and increased $1.7 billion, or 12%, for the nine months ended September 30, 2026.

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

• An increase of $528 million in device cost of equipment sales, primarily from:
• Higher average cost per device sold, primarily driven by higher manufacturer pricing and 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; and
• An increase in liquidation costs, primarily due to a higher number of liquidated devices and an increase in the high-end phone mix.

The increase for the nine months ended September 30, 2026, was primarily from:

• An increase of $1.4 billion in device cost of equipment sales, primarily from:
• Higher average cost per device sold, primarily driven by higher manufacturer pricing and 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; and
• 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 were essentially flat for the three months ended and increased $920 million, or 5%, for the nine months ended September 30, 2026.

The three months ended September 30, 2026 was impacted by:

• Lower business tax refunds and credits; and
• Higher bad debt expense; offset by
• Lower personnel-related costs, including payroll and benefits; and
• Lower external labor and professional services expenses.

The increase for the nine months ended September 30, 2026, was primarily from:

• Higher costs following the UScellular Acquisition, including merger-related costs;
• Higher bad debt expense;
• Higher advertising expense;
• Contract termination and other costs associated with our retail initiatives; and
• A $151 million gain recognized in the prior period related to the completed sale of a portion of our 3.45 GHz spectrum licenses; partially offset by
• Lower external labor and professional services expenses; and
• An increase in vendor credits related to software services.

Impairment expense was $278 million for both the three and nine months ended September 30, 2025, due to the impairment of capitalized software development costs related to our billing system.

Depreciation and amortization increased slightly for the three months ended and increased $951 million, or 10%, for the nine months ended September 30, 2026.

The increase for the nine months ended September 30, 2026, was primarily from:

• Higher depreciation and amortization expense from assets acquired in the UScellular Acquisition and the continued build-out of our nationwide 5G network; and
• Higher depreciation expense from the accelerated depreciation of certain network and technology assets, including UScellular restructuring.

Operating income, the components of which are discussed above, increased $1.1 billion, or 25%, for the three months ended and increased $1.1 billion, or 8%, for the nine months ended September 30, 2026.

Interest expense, net increased $107 million, or 12%, for the three months ended and increased $355 million, or 13%, for the nine months ended September 30, 2026.

The increase for the nine months ended September 30, 2026, was primarily from:

• Higher interest expense due to higher average debt outstanding and a higher average effective interest rate; and
• Lower interest income, primarily due to lower average balances and lower average interest rates on short-term cash equivalents.

Other expense, net was essentially flat for the three months ended and increased $194 million, or 144%, for the nine months ended September 30, 2026.

The increase for the nine months ended September 30, 2026, was primarily from our proportionate share of net 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 $4.5 billion and $3.5 billion for the three months ended September 30, 2026 and 2025, respectively, and $12.2 billion and $11.6 billion for the nine months ended September 30, 2026 and 2025, respectively.

Income tax expense increased $271 million, or 33%, for the three months ended and increased $247 million, or 9%, for the nine months ended September 30, 2026.

The increase for the three months ended September 30, 2026, was primarily from higher income before income taxes.

Our effective tax rate was 23.9% and 23.1% for the three months ended September 30, 2026 and 2025, respectively.

The increase for the nine months ended September 30, 2026, was primarily from:

• Higher income before income taxes; and
• A decrease in excess tax benefits related to the vesting of restricted stock awards.

Our effective tax rate was 24.6% and 23.7% for the nine months ended September 30, 2026 and 2025, respectively.

Net income, the components of which are discussed above, was $3.5 billion and $2.7 billion for the three months ended September 30, 2026 and 2025, respectively, and $9.2 billion and $8.9 billion for the nine months ended September 30, 2026 and 2025, respectively. Net income included:

• UScellular merger-related costs, including accelerated depreciation, net of tax, of $98 million and $720 million for the three and nine months ended September 30, 2026, respectively, compared to $55 million and $90 million of UScellular merger-related costs, net of tax, for the three and nine months ended September 30, 2025, respectively;
• Costs associated with our Network Restructuring Initiative, including accelerated depreciation, net of tax, of $35 million and $184 million for the three and nine months ended September 30, 2026, respectively; and
• Impairment expense related to certain capitalized software development costs, net of tax, of $208 million for both the three and nine months ended September 30, 2025.

Guarantor Financial Information

Pursuant to the applicable indentures and supplemental indentures, the Senior Notes issued by T-Mobile USA, Inc. 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. 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 merge, consolidate or sell, or otherwise dispose of, substantially all of their assets.

On March 31, 2026, T-Mobile USA, Inc. 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. As a result of the release, the obligors under the credit agreement and outstanding Senior Notes issued by T-Mobile USA, Inc. 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. These are the same obligors as the outstanding Senior Notes issued by Sprint Capital Corporation.

Basis of Presentation

The following tables include summarized financial information of the obligor group of debt issued by T-Mobile USA, Inc. and Sprint Capital Corporation. 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. and Sprint Capital Corporation is presented in the table below:

(in millions)

The summarized results of operations information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. and Sprint Capital Corporation is presented in the table below:

(in millions)

Performance Measures

In managing our business and assessing financial performance, we supplement the information provided by our condensed consolidated financial statements with other operating or statistical data and non-GAAP financial measures. These operating and financial measures are utilized by our management to evaluate our operating performance and, in certain cases, our ability to meet liquidity requirements. Although companies in the 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.

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

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

(in thousands)

(1) 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.

(2) 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.

(3) 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.

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

(5) 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:

(in thousands)

Postpaid net account additions decreased 122,000, or 31%, for the three months ended September 30, 2026, primarily from higher account deactivations driven by higher average broadband-only accounts which have higher churn, the temporary impact of our rate plan modernization and the impact of a growing account base, including following the acquisitions of UScellular and Metronet.

Postpaid net account additions decreased 151,000, or 16%, for the nine months ended September 30, 2026, primarily from:

• Higher account deactivations driven by higher average broadband-only accounts which have higher churn, the impact of a growing account base, including following the acquisitions of UScellular and Metronet, 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

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. 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. 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:

Postpaid account churn increased 12 basis points for the three months ended September 30, 2026, primarily from:

• Higher average broadband-only accounts which have higher churn; and
• The temporary impact of our rate plan modernization.

Postpaid account churn increased 10 basis points for the nine months ended September 30, 2026, primarily from:

• Higher average broadband-only accounts which have higher churn, including following the acquisitions of Metronet and Lumos; and
• 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. We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assists in forecasting our future postpaid service revenues on a per account basis. We consider postpaid ARPA to be indicative of our revenue growth potential, given management’s priority on growing high-value accounts through deepening customer relationships.

The following table sets forth our operating measure ARPA:

Postpaid ARPA increased $6.29, or 4%, for the three months ended and increased $4.99, or 3%, for the nine months ended September 30, 2026.

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

• Higher fee revenue, including from the adoption of tax and fee exclusive plans, and the positive impact from our rate plan modernization; and
• 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 nine months ended September 30, 2026, was primarily from:

• Higher fee revenue, including from the adoption of tax and fee exclusive plans, and the positive impacts from our rate plan optimization in the prior year and rate plan modernization; and
• 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.

Adjusted EBITDA and Core Adjusted EBITDA

Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization, stock-based compensation and certain expenses, gains and losses, which are not reflective of our ongoing operating performance (“Special Items”). Special Items include UScellular merger-related costs, costs associated with the Network Restructuring Initiative, certain legal-related expenses and recoveries, Impairment expense, 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. Adjusted EBITDA margin represents Adjusted EBITDA divided by Service revenues. Core Adjusted EBITDA margin represents Core Adjusted EBITDA divided by Service revenues.

Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin are non-GAAP financial measures utilized by our management, including our chief operating decision maker, to monitor the financial performance of our operations and allocate resources of the Company as a whole. We historically used Adjusted EBITDA, and we currently use Core Adjusted EBITDA internally as a measure to evaluate and compensate our personnel and management for their performance. 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, 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. Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with GAAP.

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

(in millions, except percentages)

(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, 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 nine months ended September 30, 2026, includes $141 million of severance and related costs associated with the 2025-2026 Workforce Transformation and $50 million and $158 million of costs associated with our retail initiatives for the three and nine months ended September 30, 2026, respectively.

NM - Not meaningful

Core Adjusted EBITDA increased $940 million, or 11%, for the three months ended and increased $2.9 billion, or 11%, for the nine months ended September 30, 2026. The components of Core Adjusted EBITDA are discussed further above.

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

• Higher Total service revenues; and
• Higher Equipment revenues, excluding Lease revenues; partially offset by
• Higher Cost of equipment sales, excluding Special Items; and
• Higher Cost of services, excluding Special Items.

The increase for the nine months ended September 30, 2026, was primarily from:

• Higher Total service revenues; and
• Higher Equipment revenues, excluding Lease revenues; partially offset by
• Higher Cost of equipment sales, excluding Special Items;
• Higher Cost of services, excluding Special Items; and
• Higher Selling, general and administrative expenses, excluding Special Items.

Adjusted EBITDA increased $936 million, or 11%, for the three months ended September 30, 2026, and increased $2.9 billion, or 11%, for the nine months ended September 30, 2026, due to the fluctuations in Core Adjusted EBITDA discussed above.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables, the Revolving Credit Facility (as defined below) and an unsecured short-term commercial paper program. Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt in the future to finance our business strategy under the terms governing our existing and future indebtedness.

Cash Flows

The following is a condensed schedule of our cash flows:

(in millions)

Operating Activities

Net cash provided by operating activities decreased $116 million, or 2%, for the three months ended and increased $767 million, or 4%, for the nine months ended September 30, 2026.

The decrease for the three months ended September 30, 2026, was primarily from:

• A $592 million increase in net cash outflows from changes in working capital, primarily due to higher use of cash from Accounts payable and accrued liabilities and Inventory, partially offset by lower use of cash from Other current and long-term liabilities, Accounts receivable and Other current and long-term assets; partially offset by
• A $476 million increase in Net income, adjusted for non-cash income and expenses.
• Net cash provided by operating activities includes the impact of $198 million and $96 million in net payments for Merger-related costs for the three months ended September 30, 2026 and 2025, respectively.

The increase for the nine months ended September 30, 2026, was primarily from:

• A $1.4 billion increase in Net income, adjusted for non-cash income and expenses; partially offset by
• A $681 million increase in net cash outflows from changes in working capital, primarily due to higher use of cash from Accounts payable and accrued liabilities and Short- and long-term operating lease liabilities, partially offset by lower use of cash from Other current and long-term liabilities, Other current and long-term assets and Operating lease right-of-use assets.
• Net cash provided by operating activities includes the impact of $532 million and $258 million in net payments for Merger-related costs for the nine months ended September 30, 2026 and 2025, respectively.

Investing Activities

Net cash provided by investing activities increased $10.5 billion from a net use of cash for the three months ended September 30, 2025, to a net source of cash for the three months ended September 30, 2026. Net cash used in investing activities decreased $9.6 billion, or 63%, for the nine months ended September 30, 2026.

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

• $2.9 billion in Proceeds from the sale of property, equipment and intangible assets, primarily from the cash consideration related to the sale of our 800 MHz spectrum licenses to Grain (see Note 6 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements); partially offset by
• $2.3 billion in Purchases of property and equipment, including capitalized interest, for the continued build-out of our nationwide 5G network; and
• $324 million in Purchases of spectrum and intangible assets.

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

• $7.6 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; and
• $834 million in Purchases of spectrum and intangible assets; partially offset by
• $3.0 billion in Proceeds from the sale of property, equipment and intangible assets, primarily from the cash consideration related to the sale of our 800 MHz spectrum licenses to Grain (see Note 6 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements).

Financing Activities

Net cash used in financing activities increased $610 million, or 14%, for the three months ended and increased $8.2 billion, or 100%, for the nine months ended September 30, 2026.

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

• $2.4 billion in Repurchases of common stock;
• $1.4 billion in Repayments of long-term debt;
• $1.1 billion in Dividends on common stock; and
• $331 million in Repayments of financing lease obligations; partially offset by
• $498 million in Proceeds from issuance of long-term debt, net.

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

• $9.6 billion in Repurchases of common stock;
• $9.1 billion in Repayments of long-term debt;
• $3.3 billion in Dividends on common stock; and
• $995 million in Repayments of financing lease obligations; partially offset by
• $6.9 billion in Proceeds from issuance of long-term debt, net.

Cash and Cash Equivalents

As of September 30, 2026, and December 31, 2025, our Cash and cash equivalents were $5.6 billion.

Adjusted Free Cash Flow

Adjusted Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment, including capitalized interest. 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. 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:

(in millions, except percentages)

Adjusted Free Cash Flow increased $253 million, or 5%, for the three months ended and increased $657 million, or 5%, for the nine months ended September 30, 2026.

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

• Lower Cash purchases of property and equipment, including capitalized interest, primarily from the planned timing of capital purchases; partially offset by
• Lower Net cash provided by operating activities, as described above.
• Adjusted Free Cash Flow includes the impact of $198 million and $96 million in net payments for Merger-related costs for the three months ended September 30, 2026 and 2025, respectively.

The increase for the nine months ended September 30, 2026, was primarily from higher Net cash provided by operating activities, as described above. Adjusted Free Cash Flow includes the impact of $532 million and $258 million in net payments for Merger-related costs for the nine months ended September 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 September 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.

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

Debt Financing

As of September 30, 2026, our total debt and financing lease liabilities were $86.0 billion, excluding our tower obligations, of which $77.3 billion was classified as long-term debt and $1.1 billion was classified as long-term financing lease liabilities.

During the nine months ended September 30, 2026, we issued long-term debt for net proceeds of $6.9 billion and redeemed, repaid and repurchased $9.1 billion of short- and long-term debt.

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. We paid the FCC the remaining $253 million for the licenses won in the auction in July 2026.

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. The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the Comcast License Purchase Agreement. On January 13, 2025, we and Comcast entered into an amendment to the Comcast License Purchase Agreement, pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion. 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 agreed to sell our 800 MHz spectrum licenses in exchange for cash consideration and the receipt of Grain’s 600 MHz spectrum licenses, which we previously utilized under lease agreements with Grain. Following the receipt of certain regulatory approvals, including certain modifications to the 800 MHz spectrum licenses, on August 10, 2026, we completed the sale of our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses valued at $690 million, for total consideration of $3.6 billion. We expect to pay approximately $850 million of cash income taxes primarily through December 31, 2027, related to the close of this transaction. In addition, we are entitled to receive a 50% share of future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, in excess of their invested capital, certain expenses and a specified return on their investment. On October 8, 2026, Grain entered into a purchase and sale agreement with

Space Exploration Technologies Corp. for the sale of the 800 MHz spectrum licenses, subject to customary closing conditions and regulatory approvals. We have not recognized an associated gain for this potential additional consideration.

On September 21, 2026, we acquired 600 MHz spectrum licenses from TStar 600, LLC and two of its subsidiaries, in exchange for cash consideration of $290 million, which is expected to be paid in the first quarter of 2027.

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

Acquisition of Ka’ena Corporation

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.

Subsequent to September 30, 2026, on October 9, 2026, we transferred $164 million in cash and 1,510,371 shares of T-Mobile common stock in satisfaction of our $420 million earnout obligation.

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

Acquisition of Vistar Media Inc.

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

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.

Acquisition of UScellular Wireless Business

On August 1, 2025, we completed the UScellular Acquisition, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.

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

Fiber Joint Ventures

On April 1, 2025, we completed the joint acquisition of Lumos. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.

On July 24, 2025, we completed the joint acquisition of Metronet. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 residential fiber customers.

On April 24, 2026, we entered into a definitive agreement with Wren House to establish a joint venture to acquire i3 Broadband, one of Wren House’s existing fiber portfolio companies. Subsequent to September 30, 2026, on October 1, 2026, we completed the joint acquisition of i3 Broadband upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. At closing, we invested $671 million to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers.

On April 25, 2026, we entered into definitive agreements with Oak Hill to establish a joint venture to acquire 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.

Off-Balance Sheet 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 September 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 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. 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. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses could exceed the costs historically borne by us and adversely affect our financial condition and results of operations. There are a number of additional risks and uncertainties that could cause our financial and operating results and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment.

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 September 30, 2026.

Financing Lease Facilities

We have uncommitted financing lease facilities with certain third parties that provide us with the ability to enter into financing leases for network equipment and services. 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 September 30, 2026, we have entered into $12.1 billion of financing leases under these financing lease facilities, of which $326 million and $1.0 billion were executed during the three and nine months ended September 30, 2026, respectively.

Capital Expenditures

Our capital liquidity requirements have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure, the integration of the networks, spectrum, technology, personnel and customer base of T-Mobile and UScellular and investments in information technology platforms. We expect to maintain our investment in capital expenditures related to these efforts in 2026 compared to 2025, as we continue our integration efforts, maintain our commitment to build out our nationwide 5G network and continue our digital journey. Future capital expenditure requirements will be primarily driven by the deployment of acquired spectrum licenses.

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

Stockholder Returns

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. The declaration and payment of all dividends is subject to the discretion of our Board of Directors and will depend on financial and legal requirements and other considerations. The amount available under the 2026 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.

The 2026 Stockholder Return Program aligns with our commitment to a balanced capital allocation strategy that supports core and strategic investments in the business while delivering returns to stockholders. From January 1, 2026, through the end of 2027, the Company expects its business plan to support:

• Up to approximately $30.0 billion for share repurchases and cash dividends, which includes the 2026 Stockholder Return Program; and
• 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 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 was paid on September 10, 2026, to stockholders of record as of the close of business on August 28, 2026.

On September 24, 2026, our Board of Directors declared a cash dividend of $1.17 per share on our issued and outstanding common stock, which will be paid on December 10, 2026, to stockholders of record as of the close of business on November 25, 2026.

During the three and nine months ended September 30, 2026, we paid an aggregate of $1.1 billion and $3.3 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 September 30, 2026, $1.2 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.

During the three months ended September 30, 2026, we repurchased 13,621,695 shares of our common stock at an average price per share of $177.31 for a total purchase price of $2.4 billion, and during the nine months ended September 30, 2026, we repurchased 48,372,465 shares of our common stock at an average price per share of $195.81 for a total purchase price of $9.5 billion, under the 2026 Stockholder Return Program. As of September 30, 2026, we had up to $5.4 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.

Subsequent to September 30, 2026, from October 1, 2026, through October 23, 2026, we repurchased 4,987,500 shares of our common stock at an average price per share of $158.68 for a total purchase price of $791 million under the 2026 Stockholder Return Program. As of October 23, 2026, we had up to $4.6 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.

For additional information regarding the 2026 Stockholder Return Program, see Note 12 – Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements.

Related Person Transactions

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 October 23, 2026, DT held, directly or indirectly, approximately 55.0% 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 October 23, 2026, over approximately 55.9% of the outstanding T-Mobile common stock.

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

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.

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, 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.

DT, through certain of its non-U.S. subsidiaries, is party to roaming and interconnect agreements with the following mobile and fixed line telecommunication providers in Iran, some of which are or may be government-controlled entities: 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 September 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. Department of the Treasury’s Office of Foreign Assets Control: 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. For the three months ended September 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 September 30, 2026, were less than $0.1 million. We understand that DT intends to continue these 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. 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

For information regarding recently issued accounting standards, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements.

We are exposed to economic risks in the normal course of business, primarily from changes in interest rates, including changes in investment yields and changes in spreads due to credit risk, foreign currency exchange rate fluctuations and other factors. These risks, along with other business risks, impact our cost of capital. Our policy is to manage exposure related to fluctuations in interest rates in order to manage capital costs, control financial risks and maintain financial flexibility over the long term. We have established interest rate risk limits that are closely monitored by measuring interest rate sensitivities of our debt portfolio. As of September 30, 2026, we have €7.3 billion outstanding in EUR-denominated Senior Notes, which are subject to foreign currency exchange rate fluctuations. We have entered into cross-currency swap agreements that qualify and have been designated as fair value hedges of our EUR-denominated debt, mitigating our exposure to foreign currency transaction gains and losses. We do not foresee significant changes in the strategies used to manage market risk in the near future.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls include the use of a Disclosure Committee that comprises representatives from our Accounting, Legal, Treasury, Technology, Risk Management, Government Affairs and Investor Relations functions and are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Form 10-Q.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) are filed as Exhibits 31.1 and 31.2 to this Form 10-Q.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In the second quarter of 2025, we began implementation of a new global enterprise resource planning (“ERP”) system. The implementation is expected to occur in phases over the next several years and will replace many of our operating and financial systems. The ERP system is designed to accurately maintain our financial records, support integrated billing, supply chain and other operational functionality, facilitate data analysis and accelerate information reporting to our management team related to the operation of the business.

As the phased implementation of the new ERP system continues, we could have changes to our processes and procedures which, in turn, could result in changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

Other than the updated risk factor below, there have been no material changes in our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

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

Our business involves the receipt, storage, and transmission of confidential information about our customers, such as sensitive personal, account, and payment information, confidential information about our employees and suppliers, and other sensitive information about our Company, such as our business plans, transactions, financial information, and intellectual property (collectively, “Confidential Information”). Additionally, to offer services to our customers and operate our business, we utilize several applications and systems, including those we own and operate, such as our wireless network, as well as others provided to us by third parties, such as cloud service providers and SaaS companies (collectively, “Systems”).

We are subject to persistent cyberattacks and threats to our business from bad actors seeking to gain unauthorized access to Confidential Information and to compromise Systems. They are perpetrated by a variety of groups and persons, including nation state-sponsored parties, malicious actors, employees, contractors, and other third parties. Some of these bad actors reside in jurisdictions where law enforcement measures to address such attacks are ineffective or unavailable.

Cyberattacks against companies like ours are increasing in frequency and scope of potential harm over time, and the methods used to gain unauthorized access constantly evolve, making it increasingly difficult to anticipate, prevent, and detect incidents successfully in every instance. In some cases, these bad actors exploit bugs, errors, misconfigurations or other vulnerabilities in our Systems to obtain Confidential Information. In other cases, these bad actors obtain unauthorized access to Confidential Information by exploiting insider access or utilizing login credentials taken from our customers, employees, or third-party providers through credential harvesting, social engineering or other means. Other bad actors aim to cause serious operational disruptions to our business and Systems through ransomware or distributed denial of service attacks. Moreover, the amount and scope of insurance that we maintain against losses resulting from any such incidents or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our business that may result.

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

In addition, we routinely rely upon third-party providers whose products and services are used in our business. These third-party providers have experienced, and will continue to experience, cyberattacks that involve attempts to access our Confidential Information and/or to create operational risk that could materially and adversely affect our business, and these providers also face other security challenges common to all parties that collect and process information. Additionally, our Systems include components from third parties or fourth parties we do not control and may have compromises, defects, flaws, or design errors unknown to us.

As a result of the previously disclosed cyberattacks in August 2021 and January 2023, we incurred significant costs in connection with, among other things, responding to and resolving mass arbitration claims, multiple class action lawsuits, and an FCC investigation. For more information on the foregoing, see “– Contingencies and Litigation – Litigation and Regulatory Matters” in Note 14 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements.

In addition to the August 2021 cyberattack and the January 2023 cyberattack, we have experienced unrelated, non-material incidents involving unauthorized access to certain Confidential Information and Systems. Typically, these incidents have involved attempts to commit fraud by taking control of a customer’s phone line, often by exploiting insider access or using compromised credentials. In other cases, the incidents have involved unauthorized access to certain of our customers’ private information, including payment information, financial data, Social Security numbers or passwords, and our intellectual property. Some of these incidents have occurred at third-party providers, including third parties who provide us with various Systems and others who sell our products and services through retail locations or take care of our customers.

Our procedures and safeguards to prevent unauthorized access to Confidential Information and to defend against cyberattacks seeking to disrupt our operations must be continually evaluated and enhanced to address the ever-evolving threat landscape and changing cybersecurity regulations, including while we adapt complex digital efforts. These preventative actions require the investment of significant resources and management time and attention. Additionally, we do not have control of the cybersecurity systems, breach prevention, and response protocols of our third-party providers, including through our cybersecurity programs or policies. While T-Mobile may have contractual rights to assess the effectiveness of many of our providers’ systems and protocols, we do not have the means to always know or assess the effectiveness of all of our providers’ systems and controls. We cannot provide any assurances that actions taken by us, or our third-party providers, including through our cybersecurity programs or policies, will adequately repel a significant cyberattack or prevent or substantially mitigate the impacts of cybersecurity breaches or misuses of Confidential Information, unauthorized access to our networks or Systems or exploits against third-party environments, or that we, or our third-party providers, will be able to effectively identify, investigate, and remediate such incidents in a timely manner or at all. We expect to continue to be the target of cyberattacks, given the nature of our business, and we expect the same with respect to our third-party providers. We expect threat actors to continue to increase in sophistication, including through the use of increasingly advanced AI tools, which may accelerate the identification and exploitation of vulnerabilities, enable evasion of security controls, and reduce the time between discovery and attempted exploitation. Although AI may also enhance defensive capabilities, the pace at which vulnerabilities can be identified and weaponized may outstrip our ability, and that of our third-party providers, to test and deploy patches or other mitigating measures across complex systems. Efforts to accelerate remediation may also increase the risk of operational disruptions or system instability, and the continued development and integration of AI may introduce new and evolving cybersecurity risks. These dynamics may heighten our exposure to cybersecurity incidents and related adverse impacts on our business, reputation, financial condition, and operating results. In addition, we have acquired and continue to acquire companies with cybersecurity vulnerabilities or unsophisticated security measures, which expose us to significant cybersecurity, operational, and financial risks. If we fail to protect Confidential Information or to prevent operational disruptions from future cyberattacks, there may be a material adverse effect on our business, reputation, financial condition, cash flows, and operating results.