On January 12, 2026, T-Mobile USA, Inc. (“T-Mobile USA”), a direct, wholly-owned subsidiary of T-Mobile US, Inc. (the “Company”), closed an underwritten public offering of $1.15 billion in aggregate principal amount of its 5.000% Senior Notes due 2036 (the “2036 Notes”) and $850 million in aggregate principal amount of its 5.850% Senior Notes due 2056 (the “2056 Notes” and, together with the 2036 Notes, the “Notes”) pursuant to an underwriting agreement, dated January 7, 2026 (the “Underwriting Agreement”), with the several underwriters named in Schedule 1 thereto, for which Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and UBS Securities LLC acted as representatives. The Notes were issued pursuant to an Indenture, dated as of September 15, 2022 (the “Base Indenture”), among T-Mobile USA, the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and supplemented by (i) a Thirty-Eighth Supplemental Indenture, dated as of January 12, 2026 (the “Thirty-Eighth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2036 Notes, and (ii) a Thirty-Ninth Supplemental Indenture, dated as of January 12, 2026 (the “Thirty-Ninth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2056 Notes (the Base Indenture, as amended and supplemented by each of the Thirty-Eighth Supplemental Indenture and the Thirty-Ninth Supplemental Indenture, each an “Indenture” and, collectively, the “Indentures”). The offering of the Notes was registered pursuant to an automatic shelf registration statement on Form S-3 that the Company, T-Mobile USA and certain guarantors filed with the SEC on May 1, 2023, as amended (File No. 333-271553).
The net proceeds from the sale of the Notes are expected to be used for refinancing existing indebtedness on an ongoing basis, or other general corporate purposes.
T-Mobile USA’s obligations under the Notes will be guaranteed on a senior unsecured basis initially by the Company and certain wholly-owned subsidiaries, subject to release under the conditions provided in the Indenture.
The above description of the Underwriting Agreement and the Indentures is a summary only and is subject to, and qualified entirely by, the Underwriting Agreement, the Base Indenture, the Thirty-Eighth Supplemental Indenture and the Thirty-Ninth Supplemental Indenture, which are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
The following exhibits are provided as part of this Current Report on Form 8-K:
(d) Exhibits:
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| Exhibit No. |
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Description |
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| 1.1 |
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Underwriting Agreement, dated January 7, 2026, among T-Mobile USA, Inc., the Company, the other guarantors party thereto and the several underwriters named in Schedule 1 thereto, for which Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and UBS Securities LLC acted as representatives. |
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| 4.1 |
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Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 15, 2022). |
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| 4.2 |
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Thirty-Eighth Supplemental Indenture, dated as of January 12, 2026, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.000% Senior Note due 2036. |
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| 4.3 |
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Thirty-Ninth Supplemental Indenture, dated as of January 12, 2026, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.850% Senior Note due 2056. |
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| 5.1 |
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Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. |
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| 5.2 |
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Opinion of Ryan Brady, Esq. |
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| 23.1 |
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Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). |
