T-Mobile Agrees to Sell €2.5 Billion of Euro-Denominated Senior Notes

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Key Terms

senior notes financial

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

registered public offering financial

A registered public offering is when a company files required documents with regulators to sell new shares or bonds to the general public, providing standardized financial and business information for transparency. For investors, it matters because it creates an opportunity to buy newly issued securities while often increasing market liquidity, but it can also dilute existing ownership and affect share price as supply and company funding needs change—think of a bakery baking extra loaves that can satisfy more customers but slightly reduces each owner's slice of the original batch.

prospectus regulatory

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

MiFID II regulatory

MiFID II is a set of rules in Europe that aims to make financial markets more transparent and fair. It requires banks and investment firms to clearly explain their services and costs to clients, helping people make better-informed decisions when investing their money.

PRIIPs key information document (KID) regulatory

A PRIIPs Key Information Document (KID) is a short, standardized leaflet that explains the essential facts about complex packaged investment products for everyday investors. Like a nutrition label on food, it lays out what you might gain or lose, the main risks, and the costs in a simple, comparable way so buyers can quickly compare options and make informed choices before investing.

UK MiFIR regulatory

UK MiFIR is the set of UK trading rules and reporting requirements that govern how financial instruments are bought, sold and reported in UK markets, essentially the local version of a broader European framework. It matters to investors because it sets the “rules of the road” for transparency, trade reporting and which trading venues can be used, affecting how easily prices can be compared, how quickly trades settle and the costs and visibility of market activity — like street signs and traffic lights for trading.

02/12/2026 - 05:03 PM

BELLEVUE, Wash.--(BUSINESS WIRE)-- T-Mobile US, Inc. (NASDAQ: TMUS) (“T-Mobile”) announced today that T-Mobile USA, Inc., its direct wholly-owned subsidiary (“T-Mobile USA” or the “Issuer”), has agreed to sell €750,000,000 aggregate principal amount of its 3.200% Senior Notes due 2032 (the “2032 Notes”), €750,000,000 aggregate principal amount of its 3.625% Senior Notes due 2035 (the “2035 Notes”) and €1,000,000,000 aggregate principal amount of its 3.900% Senior Notes due 2038 (the “2038 Notes,” and collectively with the 2032 Notes and the 2035 Notes, the “notes”) in a registered public offering.

The offering of the notes is scheduled to close on February 19, 2026, subject to satisfaction of customary closing conditions. T-Mobile USA intends to use the net proceeds from the offering for general corporate purposes, which may include among other things, share repurchases, any dividends declared by T-Mobile’s Board of Directors and refinancing of existing indebtedness on an ongoing basis.

Barclays Bank PLC, BNP PARIBAS, Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, Banco Santander, S.A., Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Deutsche Bank AG, London Branch, ING Bank N.V. Belgian Branch, J.P. Morgan Securities plc, Mizuho International plc, MUFG Securities EMEA plc, NatWest Markets Plc, PNC Capital Markets LLC, RBC Europe Limited, Scotiabank (Ireland) Designated Activity Company, SMBC Bank International plc, Société Générale, TD Global Finance unlimited company, Truist Securities, Inc., UBS AG London Branch, U.S. Bancorp Investments, Inc. and Wells Fargo Securities International Limited are the joint book-running managers for the offering of the notes. Canadian Imperial Bank of Commerce, London Branch is acting as co-manager.

The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering of notes to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the related prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering of notes. You may get these documents for free by visiting EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the notes offering will arrange to send you the prospectus and related prospectus supplement if you request it by contacting Barclays Bank PLC, 1 Churchill Place, London E14 5HP, United Kingdom, Telephone: +44 (0) 20 7773 9098, Email: LeadManagedBondNotices@barclayscorp.com; BNP PARIBAS, 16, boulevard des Italiens 75009 Paris, France, Attention: Debt Syndicate Desk, Email: dl.syndsupportbonds@uk.bnpparibas.com, Telephone: (toll-free) +1-800-854-5674; Crédit Agricole Corporate and Investment Bank, Broadwalk House 5 Appold Street, London EC2A 2DA, United Kingdom, Email: corp-syndicate@ca-cib.com; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, Telephone: +1-866-471-2526, Email: Prospectus-ny@ny.email.gs.com or Morgan Stanley & Co. International plc, Telephone: +1-866-718-1649.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes, the related guarantees or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 has been prepared as not available to retail in EEA.

Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 as it forms part of UK domestic law has been prepared as not available to retail in the UK.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based on T-Mobile management’s current expectations. Such statements include, without limitation, statements about the expected closing of the offering of the notes and statements regarding the intended use of proceeds from the offering of the notes. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including, without limitation, prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect T-Mobile and its results is included in T-Mobile’s filings with the SEC, which are available at http://www.sec.gov.