T-Mobile US, Inc.

T-Mobile US, Inc. operates in the highly competitive U.S. wireless telecommunications industry, which is characterized by market saturation and intense competition from traditional Mobile Network Operators such as AT&T and Verizon, as well as numerous smaller and regional providers including cable companies like Charter Communications, Comcast Corporation, EchoStar Corporation, Cox Communications, and Altice USA, and providers using alternative technologies like satellite. The company is the second largest provider of wireless communications services in the U.S. as measured by total postpaid and prepaid customers. T-Mobile's competitive advantages are built on what management describes as America's best network, with the largest, fastest, most awarded and most advanced 5G network, underpinned by a dense and multi-layer portfolio of low-band, mid-band, and millimeter-wave spectrum licenses, alongside a relentless focus on customer experience and disruptive innovation through its Un-carrier strategy.

T-Mobile's primary competitors named in the filing include AT&T and Verizon, as well as numerous smaller and regional providers such as Charter Communications, Comcast Corporation, EchoStar Corporation, Cox Communications, and Altice USA. The company's stated competitive advantages include what it believes is America's best network, with the largest, fastest, most awarded and most advanced 5G network, an unmatched combination of best value and best network, award-winning customer experience, and a history of disruptive Un-carrier initiatives that have changed the industry, such as ending annual service contracts, overages, and unpredictable international roaming fees. As of December 31, 2025, T-Mobile provided wireless communications and broadband services to 142.4 million ¹ postpaid and prepaid customers, making it the second largest provider in the U.S. by that measure.

T-Mobile generates the majority of its service revenues by providing wireless communications and broadband services to postpaid and prepaid customers. In 2025, service revenues by customer category were 81% ² from Postpaid customers, 15% ³ from Prepaid customers, and 4% ⁴ from Wholesale and other services. The company also generates equipment revenues from selling a wide selection of wireless devices and accessories, and other revenues from complementary services including device protection, financial services, and advertising. Revenues are primarily recurring in nature through monthly service plan offerings, with equipment revenues recognized at a point in time when control of the device is transferred. The company serves consumers and business customers under the T-Mobile for Business brand, and prepaid customers under the T-Mobile, Metro by T-Mobile, Mint Mobile, and Ultra Mobile brands.

T-Mobile's service offerings include a full suite of postpaid and prepaid service plans, with its most popular current offerings being premium Experience plans such as Experience More and Experience Beyond, which include unlimited talk, text and data, 5G access, scam protection, streaming subscriptions, and in-flight Wi-Fi, as well as an Essentials rate plan and specific plans for Military and Veterans, First Responder, and 55+ customers. At the time of device purchase, qualified customers can finance all or a portion of the purchase price over an installment period, generally of 24 months, using an equipment installment plan. The company also offers complementary broadband services including 5G broadband, a fixed wireless product utilizing excess capacity of its nationwide 5G network, and fiber broadband through joint ventures. Additionally, T-Mobile provides device protection, financial services such as the T-Mobile Money debit card and T-Mobile Visa credit card introduced in November 2025, and advertising technology and services through its acquisitions of Vistar Media Inc. and Blis Holdco Limited.

During the fiscal year, T-Mobile completed several significant operational developments. On August 1, 2025, the company completed the acquisition of the UScellular Wireless Business for an aggregate purchase price of approximately $4.4 billion ⁵, payable in cash and the assumption of up to $2.0 billion ⁶ of debt through exchange offers, transferring cash of $2.8 billion ⁷ on the closing date and executing exchange offers for UScellular senior notes with an aggregate outstanding principal balance of $1.7 billion ⁸. On February 3, 2025, the company completed the acquisition of Vistar Media Inc. for $621 million ⁹ in cash, and on March 3, 2025, completed the acquisition of Blis Holdco Limited for $180 million ¹⁰ in cash. On April 1, 2025, T-Mobile completed the joint acquisition of Lumos, investing $932 million ¹¹ to acquire a 50% equity interest and 97,000 ¹² fiber customers, with an expected additional capital contribution of approximately $500 million ¹³ between 2027 and 2028. On July 24, 2025, the company completed the joint acquisition of Metronet, investing $4.6 billion ¹⁴ to acquire a 50% equity interest and 713,000 ¹⁵ residential fiber customers. The company also executed a License and Unit Purchase Agreement on May 30, 2025, to sell its 800 MHz spectrum licenses for cash consideration of $2.9 billion ¹⁶ and the receipt of Grain's 600 MHz spectrum licenses. During the year, T-Mobile repurchased 42,363,226 ¹⁷ shares of common stock at an average price of $232.96 ¹⁸ for a total of $9.9 billion ¹⁹, and paid aggregate cash dividends of $4.1 billion ²⁰ under the 2025 Stockholder Return Program. The company also issued long-term debt for net proceeds of $12.0 billion ²¹ and redeemed and repaid short- and long-term debt with an aggregate principal amount of $6.2 billion ²².

For the fiscal year ended December 31, 2025, T-Mobile reported total revenues of $88.309 billion ²³, an increase of 8% compared to $81.400 billion ²⁴ in 2024. Net income was $10.992 billion ²⁵, a decrease of 3% from $11.339 billion ²⁶ in the prior year. Diluted earnings per share were $9.72 ²⁷ compared to $9.66 ²⁸ in 2024. Total service revenues grew 8% to $71.306 billion ²⁹, driven by an 11% increase in Postpaid revenues to $57.932 billion ³⁰. Operating income increased 1% to $18.279 billion ³¹, while Core Adjusted EBITDA, a non-GAAP measure, increased 7% to $33.924 billion ³². Net cash provided by operating activities was $27.950 billion ³³, up 25% from $22.293 billion ³⁴ in 2024, and Adjusted Free Cash Flow was $17.995 billion ³⁵, up 6% from $17.032 billion ³⁶.

Management provided forward-looking statements regarding the company's business plan, stating that from January 1, 2026, through the end of 2027, the Company expects its business plan to support up to approximately $30.0 billion ³⁷ for share repurchases and cash dividends, which includes the 2026 Stockholder Return Program, and over $22.0 billion ³⁸ in a discretionary and flexible envelope for opportunistic deployment, which may include de-levering, investments in the core business, strategic investments, and/or additional capital returns to stockholders beyond the $30.0 billion allocation. The company also expects to achieve total annual run rate cost synergies of $1.2 billion ³⁹ from the UScellular Acquisition, consisting of $950 million ⁴⁰ in operating expenses and $250 million ⁴¹ in capital expenditures, with costs to achieve expected to be approximately $2.6 billion ⁴².

A major growth vector for T-Mobile is the expansion of its broadband services, including both 5G broadband fixed wireless and fiber. The company's 5G broadband product utilizes the excess capacity of its nationwide 5G network and is available to tens of millions of domestic households. As of December 31, 2025, T-Mobile had 7,602,000 ⁴³ 5G broadband customers included in Postpaid other customers and 848,000 ⁴⁴ in Prepaid customers, with 5G broadband net customer additions of 1,719,000 ⁴⁵ for postpaid and 160,000 ⁴⁶ for prepaid during the year. The company is also expanding fiber broadband through joint ventures with EQT Infrastructure VI for Lumos and with KKR & Co. Inc. for Metronet, acquiring 97,000 ⁴⁷ fiber customers from Lumos and 713,000 ⁴⁸ residential fiber customers from Metronet, with total fiber customers of 997,000 ⁴⁹ as of December 31, 2025. The Lumos joint venture expects an additional capital contribution of approximately $500 million ⁵⁰ between 2027 and 2028, while Metronet does not anticipate further capital contributions under the existing business plan.

Another growth vector is the expansion into advertising technology and services through the acquisitions of Vistar Media Inc., a provider of technology solutions for digital-out-of-home advertisements, and Blis Holdco Limited, a provider of advertising solutions, for $621 million ⁵¹ and $180 million ⁵² in cash, respectively. These acquisitions are expected to contribute to higher advertising revenues, which partially offset declines in wholesale and other service revenues. Additionally, T-Mobile is investing in new products and services such as the T-Mobile Visa credit card introduced in November 2025, specialized network solutions like T-Priority for first responders and 5G advanced network solutions for enterprises, and the T-Life app designed to simplify customer experiences. The company is also part of an alliance working to bring Radio Access Network and AI innovation closer together to deliver transformational network experiences.

Management expects Total operating expenses to increase in 2026, primarily driven by higher Depreciation and amortization from assets placed into service associated with the continued build-out of the nationwide 5G network, as well as higher Cost of equipment sales driven by higher expected unit sales from a growing customer base, and higher Cost of services and Selling, general and administrative expenses including from the result of the recently closed UScellular Acquisition. The company expects to realize cost efficiencies from the UScellular Acquisition restructuring and integration activities, with total annual run rate cost synergies of $1.2 billion ⁵³, consisting of $950 million ⁵⁴ in operating expenses and $250 million ⁵⁵ in capital expenditures. The Network Restructuring Initiative, which began in the fourth quarter of 2025, is expected to incur between $500 million and $800 million ⁵⁶ of costs over the next two years, with a majority incurred by the end of fiscal year 2026. The 2025 Workforce Transformation, which began in the fourth quarter of 2025, recorded a pre-tax charge of $390 million ⁵⁷ during the year, with remaining costs of approximately $150 million ⁵⁸ expected to be substantially incurred by the end of the first quarter of 2026.

T-Mobile expects to maintain its investment in capital expenditures in 2026 compared to 2025, as it continues integration efforts, maintains its commitment to build out its nationwide 5G network, and continues its digital transformation. The company expects to enter into up to a total of $1.2 billion ⁵⁹ in financing lease commitments during the year ending December 31, 2026. The company's restructuring and integration activities associated with the UScellular Acquisition are expected to occur over the next two years with substantially all costs incurred and associated cash payments made by the end of fiscal year 2027. The company is also evaluating additional restructuring initiatives associated with the UScellular Acquisition, which could affect the amount or timing of costs and related payments.

On December 11, 2025, the Board of Directors authorized the 2026 Stockholder Return Program of up to $14.6 billion ⁶⁰ that will run through December 31, 2026, expected to consist of additional share repurchases and cash dividends. The amount available under the program for share repurchases will be reduced by the amount of any cash dividends declared and paid. From January 1, 2026, through the end of 2027, the Company expects its business plan to support up to approximately $30.0 billion ⁶¹ for share repurchases and cash dividends, which includes the 2026 Stockholder Return Program, and over $22.0 billion ⁶² in a discretionary and flexible envelope for opportunistic deployment. Subsequent to December 31, 2025, from January 1, 2026, through February 6, 2026, the company repurchased 5,106,691 ⁶³ shares of common stock at an average price of $192.61 ⁶⁴ for a total of $984 million ⁶⁵ under the 2026 Stockholder Return Program. As of February 6, 2026, the company had up to $13.6 billion ⁶⁶ remaining under the 2026 Stockholder Return Program. The company also issued $1.2 billion ⁶⁷ of 5.000% Senior Notes due 2036 and $850 million ⁶⁸ of 5.850% Senior Notes due 2056 subsequent to year-end, and delivered notices of redemption on $3.0 billion ⁶⁹ aggregate principal amount of 4.750% Senior Notes due 2028 and 4.750% Senior Notes to affiliates due 2028, which were redeemed at par on February 1, 2026.

Management identified several headwinds and constraints to the growth plan. The telecommunications industry is highly competitive and reaching saturation, which is expected to further intensify competition in all market segments, putting pressure on pricing and margins. The company faces risks from cyberattacks, having experienced incidents in August 2021 and January 2023 that resulted in significant costs, mass arbitration claims, class action lawsuits, and an FCC investigation. The company also faces risks related to the scarcity and cost of additional wireless spectrum, with the FCC potentially being unable to make sufficient spectrum available for auction, and heightened competition for spectrum that could increase costs. Changes to trade policies, including higher tariffs, could lead to operational delays, higher procurement and operational costs, and supply chain disruptions. The company's substantial level of indebtedness, with total debt and financing lease liabilities of $88.6 billion ⁷⁰ as of December 31, 2025, could reduce flexibility in responding to changing conditions and increase cash required to service debt.

Additional constraints include the risk that the company may not successfully deliver new products and services such as broadband, advertising, and financial products, which require significant capital and expertise and whose success depends on factors the company cannot fully control. The company also faces risks from its reliance on third-party suppliers, with a limited number of suppliers in certain areas such as billing services, network infrastructure equipment, and handsets, which decreases flexibility to switch to alternatives. Economic, political, and market conditions, including interest rates, consumer credit conditions, inflation, and geopolitical instability, could adversely affect the business. The company's restructuring and integration activities associated with the UScellular Acquisition are expected to occur over the next two years and may involve risks related to network integration and customer migration, including potential service disruptions and challenges in maintaining customer experience.

T-Mobile operates in a highly competitive industry where market saturation is intensifying competition from traditional carriers like AT&T and Verizon, as well as cable providers and satellite operators, putting pressure on pricing and margins. The company has experienced significant cyberattacks, including incidents in August 2021 and January 2023, which resulted in substantial costs from mass arbitration claims, class action lawsuits, and an FCC investigation, and the company expects to continue being a target given the nature of its business. The scarcity and cost of additional wireless spectrum, along with FCC regulations on spectrum use, pose a material risk; the company may be unable to secure needed spectrum on favorable terms, and the FCC's ability to make sufficient spectrum available for auction is uncertain. The company's substantial indebtedness, with total debt and financing lease liabilities of $88.6 billion ⁷¹ as of December 31, 2025, could reduce flexibility in responding to changing business conditions and increase cash required to service debt, and changes in credit market conditions could adversely affect the ability to raise debt favorably. Changes to trade policies, including higher tariffs, could lead to operational delays, higher procurement and operational costs, and supply chain disruptions, with a certain portion of increased costs potentially being passed through to the company.

Management's message emphasizes T-Mobile's position as America's supercharged Un-carrier, having disrupted the telecommunications industry through a relentless focus on customer experience and signature Un-carrier initiatives. The key themes include the company's belief in having America's best network with the largest, fastest, most awarded and most advanced 5G network, which is the foundation of its success and powers everything it does. Management highlights the company's transformation into an AI-enabled, data-informed, digital-first organization to continue delivering differentiated customer experiences, leveraging the T-Life app and large-format customer experience stores. Strategic priorities for the period ahead include continuing to expand the footprint and improve the quality of the network, delivering new innovative products and services such as 5G broadband fixed wireless and fiber, and executing on the integration of the UScellular Acquisition to achieve expected cost synergies. Management also emphasizes a balanced capital allocation strategy that supports core and strategic investments while delivering returns to stockholders, as evidenced by the 2026 Stockholder Return Program of up to $14.6 billion ⁷² and the expectation that the business plan will support up to approximately $30.0 billion ⁷³ for share repurchases and cash dividends from January 1, 2026 through the end of 2027.