Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
•We controlled an average of 394 MHz of combined low- and mid-band spectrum nationwide as of December 31, 2025.
Business / Spectrum Position · Dépôt 11/02/2026
Leased spectrum agreements have varying expiration terms that generally extend through 2050.
Commitments / Spectrum leases · Dépôt 11/02/2026
•Ookla awarded T-Mobile with the Best Mobile Network in its Speedtest Connectivity report for the third consecutive time(4)
Q2 2026 results / Reported Ookla award · Dépôt 23/07/2026
•T-Mobile yet again recognized as the most awarded network by Opensignal, sweeping all Quality of Experience and Network Performance categories, while also leading in 5G Coverage and Application Experience categories(5)
Q2 2026 results / Reported Opensignal awards · Dépôt 23/07/2026
In addition to our wireless communications services, our broadband services compete against other broadband providers, including Cable, DSL and other Fiber broadband providers, other fixed wireless solutions, including AT&T and Verizon’s fixed wireless products, and satellite internet providers.
Business / Broadband competition · Dépôt 11/02/2026
Some of our competitors have shown a willingness to use discounted pricing or offer bundled services as a potential source of differentiation.
Business / Competitive discounting and bundles · Dépôt 11/02/2026
The following table sets forth the churn: Year Ended December 31, Bps Change 2025 Versus 2024 Bps Change 2024 Versus 2023 2025 2024 2023 Postpaid phone churn 0.93 % 0.86 % 0.87 % 7 bps -1 bps Prepaid churn 2.72 % 2.73 % 2.76 % -1 bps -3 bps Postpaid phone churn increased 7 basis points, primarily due to higher industry switching and from the temporary impact of current year rate plan optimizations.
Performance measures / Customer churn · Dépôt 11/02/2026
Prepaid revenues decreased $170 million, or 6%, for the three months ended and decreased $296 million, or 6%, for the six months ended June 30, 2026, primarily from lower average revenue per customer, primarily from dilution from promotional activity and rate plan mix.
MD&A / Prepaid revenue decline · Dépôt 23/07/2026
We signed a short-term spectrum manager lease on the 3.45 GHz spectrum, which was deployed in cell sites covering nearly two-thirds of the U.S.
AT&T comparison / Deployed leased spectrum · Dépôt 09/02/2026
On August 25, 2025, we agreed to purchase FCC licenses in the 600 MHz and 3.45 GHz bands from EchoStar for approximately $23,000, subject to certain adjustments.
AT&T comparison / Agreed spectrum purchase · Dépôt 09/02/2026
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; 34 Table of Contents •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”).
Forward-looking risk disclosures / License renewal and revocation · Dépôt 23/07/2026
In addition to our wireless communications services, we offer complementary broadband services including 5G broadband, which is a fixed wireless product available to tens of millions of domestic households utilizing the excess capacity of our nationwide 5G network, and fiber, expanding broadband access and choices for some consumers.
Business / Fixed wireless using excess network capacity · Dépôt 11/02/2026
As of December 31, 2022, we had decommissioned substantially all targeted Sprint macro sites.
Network Strategy / Completed Sprint site decommissioning · Dépôt 02/02/2024
As a result of the Merger, we have achieved significant synergies and cost reductions by eliminating redundancies within our network, as well as through other business processes and operations.
Network Strategy / Reported achieved merger cost reductions · Dépôt 02/02/2024
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.
MD&A / Expected UScellular synergies · Dépôt 23/07/2026
Network Restructuring Initiative costs are presented below: Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 (in millions) Network Restructuring Initiative Cost of services, exclusive of depreciation and amortization $ 52 $ 128 Depreciation and amortization 11 71 Total Network Restructuring Initiative costs $ 63 $ 199 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.
MD&A / Network restructuring costs and exclusions · Dépôt 23/07/2026
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.
Liquidity / Network and integration capital requirements · Dépôt 28/04/2026
The following table sets forth our operating measure ARPU:
(in dollars)
$ Change
% Change
$ Change
% Change
Postpaid phone ARPU
50.37
49.35
48.83
0.52
Prepaid ARPU
34.14
36.06
37.92
(1.92)
(1.86)
Postpaid Phone ARPU
Postpaid phone ARPU increased $1.02, or 2%, primarily from:
Performance measures / Postpaid phone ARPU · Dépôt 11/02/2026
•The positive impact from rate plan optimizations and higher fee revenue, including from the adoption of new tax and fee exclusive plans;
Performance measures / Implemented plan and fee changes · Dépôt 11/02/2026
Prepaid ARPU
Prepaid ARPU decreased $1.92, or 5%, primarily from the inclusion of lower ARPU prepaid customers associated with the Ka’ena Acquisition and dilution from promotional activity and rate plan mix.
Performance measures / Prepaid ARPU decline · Dépôt 11/02/2026
■Higher fee revenue, including from the adoption of new tax and fee exclusive plans
Q2 2026 operating discussion / Higher fee revenue · Dépôt 23/07/2026
Postpaid account churn increased 9 basis points for the six months ended June 30, 2026, primarily from:
Performance measures / First-half account churn increase · Dépôt 23/07/2026
•Higher average broadband-only accounts, including following the acquisitions of Metronet and Lumos; and
•Higher industry switching.
Performance measures / Account churn drivers · Dépôt 23/07/2026
39 Table of Contents Results of Operations Set forth below is a summary of our consolidated financial results: Three Months Ended June 30, Change Six Months Ended June 30, Change (in millions) 2026 2025 $ % 2026 2025 $ % Revenues Postpaid revenues $ 15,853 $ 14,078 $ 1,775 13 % $ 31,482 $ 27,672 $ 3,810 14 % Prepaid revenues 2,473 2,643 (170) (6) % 4,990 5,286 (296) (6) % Wholesale and other service revenues 657 717 (60) (8) % 1,342 1,405 (63) (4) % Total service revenues 18,983 17,438 1,545 9 % 37,814 34,363 3,451 10 % Equipment revenues 3,524 3,439 85 2 % 7,520 7,143 377 5 % Other revenues 284 255 29 11 % 564 512 52 10 % Total revenues 22,791 21,132 1,659 8 % 45,898 42,018 3,880 9 % Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below 2,978 2,717 261 10 % 6,317 5,319 998 19 % Cost of equipment sales, exclusive of depreciation and amortization shown separately below 5,055 4,659 396 8 % 10,543 9,457 1,086 11 % Selling, general and administrative 5,834 5,397 437 8 % 11,800 10,885 915 8 % Depreciation and amortization 3,434 3,146 288 9 % 7,251 6,344 907 14 % Total operating expenses 17,301 15,919 1,382 9 % 35,911 32,005 3,906 12 % Operating income 5,490 5,213 277 5 % 9,987 10,013 (26) — % Other expense, net Interest expense, net (1,055) (922) (133) 14 % (2,086) (1,838) (248) 13 % Other expense, net (107) (11) (96) 873 % (239) (57) (182) 319 % Total other expense, net (1,162) (933) (229) 25 % (2,325) (1,895) (430) 23 % Income before income taxes 4,328 4,280 48 1 % 7,662 8,118 (456) (6) % Income tax expense (1,089) (1,058) (31) 3 % (1,919) (1,943) 24 (1) % Net income $ 3,239 $ 3,222 $ 17 1 % $ 5,743 $ 6,175 $ (432) (7) % Statement of Cash Flows Data Net cash provided by operating activities $ 7,500 $ 6,992 $ 508 7 % $ 14,722 $ 13,839 $ 883 6 % Net cash used in investing activities (3,052) (1,559) (1,493) 96 % (5,901) (4,968) (933) 19 % Net cash used in financing activities (5,182) (7,205) 2,023 (28) % (11,622) (4,012) (7,610) 190 % Non-GAAP Financial Measures Adjusted EBITDA $ 9,537 $ 8,547 $ 990 12 % $ 18,778 $ 16,806 $ 1,972 12 % Core Adjusted EBITDA 9,537 8,541 996 12 % 18,777 16,799 1,978 12 % Adjusted Free Cash Flow 4,797 4,596 201 4 % 9,396 8,992 404 4 % 40 Table of Contents The following discussion and analysis is for the three and six months ended June 30, 2026, compared to the same periods in 2025, unless otherwise stated.
MD&A / First-half operating results and cash generation · Dépôt 23/07/2026
46 Table of Contents The following table illustrates the calculation of Adjusted EBITDA and Core Adjusted EBITDA and reconciles Adjusted EBITDA and Core Adjusted EBITDA to Net income, which we consider to be the most directly comparable GAAP financial measure: Three Months Ended June 30, Change Six Months Ended June 30, Change (in millions, except percentages) 2026 2025 $ % 2026 2025 $ % Net income $ 3,239 $ 3,222 $ 17 1 % $ 5,743 $ 6,175 $ (432) (7) % Adjustments: Interest expense, net 1,055 922 133 14 % 2,086 1,838 248 13 % Other expense, net 107 11 96 873 % 239 57 182 319 % Income tax expense 1,089 1,058 31 3 % 1,919 1,943 (24) (1) % Operating income 5,490 5,213 277 5 % 9,987 10,013 (26) — % Depreciation and amortization 3,434 3,146 288 9 % 7,251 6,344 907 14 % Stock-based compensation (1) 212 178 34 19 % 415 346 69 20 % UScellular merger-related costs 182 33 149 452 % 588 47 541 NM Network Restructuring Initiative costs 52 — 52 NM 128 — 128 NM Legal-related expenses (recoveries), net (2) 16 (4) 20 (500) % 70 2 68 NM Other, net (3) 151 (19) 170 (895) % 339 54 285 528 % Adjusted EBITDA 9,537 8,547 990 12 % 18,778 16,806 1,972 12 % Lease revenues — (6) 6 (100) % (1) (7) 6 (86) % Core Adjusted EBITDA $ 9,537 $ 8,541 $ 996 12 % $ 18,777 $ 16,799 $ 1,978 12 % Net income margin (Net income divided by Service revenues) 17 % 18 % -100 bps 15 % 18 % -300 bps Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) 50 % 49 % 100 bps 50 % 49 % 100 bps Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues) 50 % 49 % 100 bps 50 % 49 % 100 bps (1)Stock-based compensation includes payroll tax impacts and may not agree with stock-based compensation expense on the condensed consolidated financial statements.
MD&A / GAAP reconciliation and margins · Dépôt 23/07/2026
Cybersecurity
Item 2.
Properties
While the Communications Act generally preempts state and local governments from regulating the entry of, or the rates charged by, wireless communications services providers, certain state and local governments regulate other terms and conditions of wireless service, including billing, termination of service arrangements and the imposition of early termination fees, advertising, network outages, the use of devices while driving, service mapping, protection of consumer information, zoning and land use.
Regulation / Wireless rate preemption and regulated terms · Dépôt 11/02/2026
For example, California has passed separate privacy and net neutrality legislation, while many others have passed privacy laws, and New York has passed a broadband rate-setting law.
Regulation / State broadband rate-setting · Dépôt 11/02/2026
Reclassification of loss from cash flow hedges, net of tax effect of $17, $17, $16, $34 and $32
50
50
47
100
93
Gains (losses) on fair value hedges, net of tax effect of $48, $(12), $13, $36 and $(48)
142
(36)
37
106
(140)
Unrealized gain (loss) on foreign currency translation adjustment, net of tax effect of $0, $0, $0, $0 and $0
9
—
(1)
9
(1)
Amortization of actuarial gain, net of tax effect $(1), $0, $(1), $(1) and $(1)
(1)
(1)
(2)
(2)
(3)
Other comprehensive income (loss)
200
13
81
213
(51)
Total comprehensive income
$
3,439
$
2,517
$
3,303
$
5,956
$
6,124
Earnings per share
Basic
$
2.99
$
2.28
$
2.84
$
5.26
$
5.43
Diluted
$
2.99
$
2.27
$
2.84
2025
2026
2025
Operating activities
Net income
$
3,239
$
2,504
$
3,222
$
5,743
$
6,175
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
3,434
3,817
3,146
7,251
6,344
Stock-based compensation expense
214
209
200
423
386
Deferred income tax expense
893
682
937
1,575
1,708
Bad debt expense
398
426
265
824
588
Losses from sales of receivables
17
20
19
37
41
Changes in operating assets and liabilities
Accounts receivable
(498)
(162)
(338)
(660)
(431)
Equipment installment plan receivables
103
(55)
65
48
89
Inventory
142
86
264
228
(54)
Operating lease right-of-use assets
965
1,196
883
2,161
1,738
Other current and long-term assets
(354)
33
(671)
(321)
(661)
Accounts payable and accrued liabilities
(265)
(408)
107
(673)
(161)
Short- and long-term operating lease liabilities
(976)
(1,218)
(886)
(2,194)
(1,784)
Other current and long-term liabilities
(3)
(109)
(82)
(112)
(170)
Other, net
191
201
(139)
392
31
Net cash provided by operating activities
7,500
7,222
6,992
14,722
13,839
Investing activities
Purchases of property and equipment, including capitalized interest of $(6), $(7), $(10), $(13) and $(20)
(2,703)
(2,623)
(2,396)
(5,326)
(4,847)
Purchases of spectrum licenses and other intangible assets, including deposits
(484)
(26)
(842)
(510)
(915)
Proceeds from the sale of property, equipment and intangible assets
16
95
2,066
111
2,073
Acquisition of companies, net of cash acquired
—
(1)
1
(1)
(726)
Investments in unconsolidated affiliates, net
(3)
—
(908)
(3)
(983)
Other, net
122
(294)
520
(172)
430
Net cash used in investing activities
(3,052)
(2,849)
(1,559)
(5,901)
(4,968)
Financing activities
Proceeds from issuance of long-term debt, net
(5)
6,398
(6)
6,393
7,768
Repayments of financing lease obligations
(360)
(304)
(331)
(664)
(646)
Cash flows / Investment and debt issuance · Dépôt 23/07/2026
Repayments of long-term debt
(1,336)
(6,435)
(3,257)
(7,771)
(3,736)
Repurchases of common stock
(2,320)
(4,826)
(2,555)
(7,146)
(5,049)
Dividends on common stock
(1,101)
(1,120)
(996)
(2,221)
(1,999)
Tax withholdings on share-based awards
(31)
(154)
(30)
(185)
(302)
Other, net
(29)
1
(30)
(28)
(48)
Net cash used in financing activities
(5,182)
(6,440)
(7,205)
(11,622)
(4,012)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash
—
—
13
—
13
Change in cash and cash equivalents, including restricted cash
(734)
(2,067)
(1,759)
(2,801)
4,872
Cash and cash equivalents, including restricted cash
Beginning of period
3,909
5,976
12,344
5,976
5,713
End of period
$
3,175
$
3,909
$
10,585
$
3,175
$
10,585
18
T-Mobile US, Inc.
Cash flows / Debt repayments, distributions and cash balances · Dépôt 23/07/2026
The following table summarizes the timing of such purchase commitments as of December 31, 2025: (in millions) Less Than 1 Year 1 - 3 Years 3 - 5 Years More Than 5 Years Total Purchase commitments (1) $ 5,047 $ 6,181 $ 2,990 $ 2,836 $ 17,054 (1) These amounts are not reflective of our entire anticipated purchases under the related agreements but are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated.
Commitments / Noncancelable purchase obligations · Dépôt 11/02/2026
Each Named Executive Officer received half of the aggregate value of their annual 2025 LTI awards in the form of PRSUs and half of such value in the form of RSUs.
Executive compensation / Actual 2025 annual award mix · Dépôt 27/04/2026
For 2025, 65% of the PRSUs granted as annual awards are measured based on our relative total shareholder return (“RTSR”) over a three-year performance period and the remaining 35% are measured based on our Adjusted Free Cash Flow (“FCF”) as reported in our Annual Report on Form 10-K over a three-year performance period.
Executive compensation / Three-year performance measures · Dépôt 27/04/2026
Clawback Provisions In September 2023, the Compensation Committee adopted the Company’s Amended and Restated Executive Incentive Compensation Recoupment Policy in compliance with the SEC rules and NASDAQ listing standards regarding clawback policies.
Executive compensation / Adopted clawback policy · Dépôt 27/04/2026
As of December 31, 2025, all then-serving non-employee directors were in compliance with our stock ownership guidelines.
Director compensation / Ownership guideline compliance · Dépôt 27/04/2026
Transformation Awards
Core Adjusted EBITDA Achievement
Adjustment Percentage 1
At or Below Threshold
80%
100%
Maximum
120%
If actual performance falls between two levels, the Adjustment Percentage will be determined by using linear interpolation as between the applicable levels.
Executive compensation / Transformation Award payout floor · Dépôt 27/04/2026
The result from our investigation indicates that the bad actor(s) obtained data from this API for approximately 37 million current postpaid and prepaid customer accounts, though many of these accounts did not include the full data set.
Legal proceedings / Realized unauthorized customer-data access · Dépôt 28/04/2026
(2)Legal-related expenses (recoveries), net, consists of the settlement of certain litigation and compliance costs associated with the August 2021 cyberattack, net of insurance recoveries.
MD&A / Continuing cyberattack-related legal and compliance costs · Dépôt 23/07/2026
DT controls a majority of the voting power of our common stock and therefore we are a “controlled company,” as defined in the NASDAQ Stock Market LLC (“NASDAQ”) listing rules, and we are not subject to NASDAQ requirements that would otherwise require us to have a majority of independent directors, a nominating committee composed solely of independent directors or a compensation committee composed solely of independent directors.
Risk factors / Controlled-company exemptions · Dépôt 11/02/2026
In addition, pursuant to our Certificate of Incorporation and the Second Amended and Restated Stockholders’ Agreement, as long as DT beneficially owns 30% or more of our outstanding common stock, we are restricted from taking certain actions without DT’s prior written consent, including (i) incurring indebtedness above certain levels based on a specified debt to cash flow ratio, (ii) taking any action that would cause a default under any instrument evidencing indebtedness involving DT or its affiliates, (iii) acquiring or disposing of assets or entering into mergers or similar acquisitions in excess of $1.0 billion, (iv) changing the size of our Board of Directors, (v) subject to certain exceptions, issuing equity of 10% or more of the then-outstanding shares of our common stock, or issuing equity to redeem debt held by DT, (vi) repurchasing or redeeming equity securities or making any extraordinary or in-kind dividend other than on a pro rata basis, or (vii) making certain changes involving our CEO.
Risk factors / Controlling shareholder consent rights · Dépôt 11/02/2026
(“SoftBank”) on June 22, 2020 (the “Stockholders’ Agreement”) and its current ownership position, Deutsche Telekom has the right to designate 10 members of our Board of Directors (the “Board”).
Corporate governance / Board designation rights · Dépôt 27/04/2026
The Board also includes independent directors, including three designated by the Nominating, Corporate Governance and Compliance Committee, each of whom meets applicable NASDAQ and SEC independence standards.
Corporate governance / Independent directors · Dépôt 27/04/2026
We ended annual service contracts, overages, unpredictable international roaming fees and data buckets, among other things.
Business / Elimination of annual service contracts · Dépôt 11/02/2026
The compensation provided to the Company’s named executive officers for 2025 was approved by an advisory vote, as set forth below:
For
Against
Abstain
Broker Non-Votes
723,426,378
263,459,102
530,999
38,894,937
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Annual meeting results / Actual advisory compensation vote · Dépôt 18/06/2026
