T-Mobile (TMUS) Agrees to Sell $2.8B of Senior Notes

T-Mobile US filed an 8-K reporting debt transactions tied to a proposed public offering of senior notes and related indentures and underwriting arrangements.

Rhea-AI Filing Summary

T-Mobile US filed an 8-K reporting debt transactions tied to a proposed public offering of senior notes and related indentures and underwriting arrangements. The filing lists an Underwriting Agreement dated October 6, 2025 and three supplemental indentures dated October 9, 2025 that include the forms of newly issued senior notes with coupon rates of 4.625% due 2033, 4.950% due 2035, and 5.700% due 2056.

The company also disclosed press releases describing a proposed offering and a sale agreement for $2.8 billion of senior notes. Legal opinions and consents from counsel are included as exhibits. The filing documents the financing mechanics but does not present operating results, use-of-proceeds detail, or pricing allocation by tranche within the disclosed $2.8 billion aggregate amount.

Positive

• Successful agreement to sell $2.8 billion of senior notes
• Multiple maturities issued (2033, 2035, 2056) providing tenor diversification
• Legal opinions and trustee consents included, supporting closing mechanics

Negative

• No tranche-level pricing or explicit use-of-proceeds disclosed in the filing
• Higher coupon on the longest tranche (5.700% due 2056) may raise long-term interest costs

Insights

Capital Markets Strategist

New long-term debt issued: $2.8B across multiple maturities

The company arranged a public offering and underwriting for senior notes and executed supplemental indentures that establish three new note series with coupons of 4.625%, 4.950%, and 5.700% maturing in 2033, 2035, and 2056. These documents set the legal and distribution framework for the debt sale.

Key dependencies include final pricing, allocation across tranches, and explicit use of proceeds; absent tranche-level pricing or use-of-proceeds details, the near-term impact on leverage and interest expense is not fully quantifiable. Watch for final prospectus terms and settlement timing within the coming days to confirm cost of capital and refinancing effects.

Corporate Debt Analyst

Interest-cost profile extended with longer maturities

The disclosed coupon rates imply T-Mobile is issuing fixed-rate obligations across medium and long maturities, which will add predictable interest cashflows through 2056. The inclusion of opinions and trustee instruments indicates standard closing steps were completed for issuance.

Material items to monitor are the final allocation of the $2.8 billion aggregate, any stated use of proceeds (refinancing vs. general corporate purposes), and whether proceeds will retire higher-cost debt or fund capital expenditures; these factors determine whether net interest expense rises materially over the near term.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What senior notes did T-Mobile (TMUS) announce in the 8-K?

T-Mobile disclosed supplemental indentures including forms of senior notes at 4.625% due 2033, 4.950% due 2035, and 5.700% due 2056.

How much debt did T-Mobile agree to sell?

The filing references press releases stating an agreement to sell $2.8 billion of senior notes.

Are underwriting and legal documents included in the filing?

Yes. The 8-K lists an Underwriting Agreement dated October 6, 2025, supplemental indentures dated October 9, 2025, and legal opinions and consents as exhibits.

Does the filing state how T-Mobile will use the proceeds?

No. The filing does not disclose tranche-level allocations or an explicit use-of-proceeds for the $2.8 billion aggregate.

Were final pricing terms provided in the 8-K?

No. Coupon rates for the note forms are disclosed, but final pricing, yield-to-maturity, and allocation details are not included.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/09/2025 - 04:53 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 9, 2025

T-MOBILE US, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-33409	20-0836269
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12920 SE 38th Street Bellevue, Washington		98006-1350
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (425) 378-4000

(Former Name or Former Address, if Changed Since Last Report):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		TMUS		The NASDAQ Stock Market LLC
3.550% Senior Notes due 2029		TMUS29		The NASDAQ Stock Market LLC
3.700% Senior Notes due 2032		TMUS32		The NASDAQ Stock Market LLC
3.150% Senior Notes due 2032		TMUS32A		The NASDAQ Stock Market LLC
3.850% Senior Notes due 2036		TMUS36		The NASDAQ Stock Market LLC
3.500% Senior Notes due 2037		TMUS37		The NASDAQ Stock Market LLC
3.800% Senior Notes due 2045		TMUS45		The NASDAQ Stock Market LLC
6.250% Senior Notes due 2069		TMUSL		The NASDAQ Stock Market LLC
5.500% Senior Notes due March 2070		TMUSZ		The NASDAQ Stock Market LLC
5.500% Senior Notes due June 2070		TMUSI		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

On October 9, 2025, 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 $800 million in aggregate principal amount of its 4.625% Senior Notes due 2033 (the “2033 Notes”), $1.0 billion in aggregate principal amount of its 4.950% Senior Notes due 2035 (the “2035 Notes”) and $1.0 billion in aggregate principal amount of its 5.700% Senior Notes due 2056 (the “2056 Notes” and, together with the 2033 Notes and the 2035 Notes, the “Notes”) pursuant to an underwriting agreement, dated October 6, 2025 (the “Underwriting Agreement”), with the several underwriters named in Schedule 1 thereto, for which Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo 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-Fourth Supplemental Indenture, dated as of October 9, 2025 (the “Thirty-Fourth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2033 Notes, (ii) a Thirty-Fifth Supplemental Indenture, dated as of October 9, 2025 (the “Thirty-Fifth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2035 Notes and (iii) a Thirty-Sixth Supplemental Indenture, dated as of October 9, 2025 (the “Thirty-Sixth 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-Fourth Supplemental Indenture, the Thirty-Fifth Supplemental Indenture and the Thirty-Sixth 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-Fourth Supplemental Indenture, the Thirty-Fifth Supplemental Indenture and the Thirty-Sixth Supplemental Indenture, which are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, 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:

Exhibit No.	Description
1.1	Underwriting Agreement, dated October 6, 2025, among T‑Mobile USA, Inc., the Company, the other guarantors party thereto and the several underwriters named in Schedule 1 thereto, for which Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC acted as representatives.
4.1	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).
4.2	Thirty-Fourth Supplemental Indenture, dated as of October 9, 2025, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.625% Senior Note due 2033.
4.3	Thirty-Fifth Supplemental Indenture, dated as of October 9, 2025, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 4.950% Senior Note due 2035.
4.4	Thirty-Sixth Supplemental Indenture, dated as of October 9, 2025, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.700% Senior Note due 2056.
5.1	Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
5.2	Opinion of Ryan Brady, Esq.
23.1	Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
23.2	Consent of Ryan Brady, Esq. (included in Exhibit 5.2).
99.1	Press release entitled “T-Mobile Announces Proposed Public Offering of Senior Notes.”
99.2	Press release entitled “T-Mobile Agrees to Sell $2.8 Billion of Senior Notes.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	T-MOBILE US, INC.
October 9, 2025	/s/ Peter Osvaldik
	Name:	Peter Osvaldik
	Title:	Executive Vice President and Chief Financial Officer