T-Mobile (NASDAQ: TMUS) sells €2.5B of euro senior notes
Rhea-AI Filing Summary
T-Mobile USA, Inc., a wholly owned subsidiary of T-Mobile US, Inc., closed an underwritten public offering of euro-denominated senior notes. The company issued €750 million of 3.200% Senior Notes due 2032, €750 million of 3.625% Senior Notes due 2035 and €1.0 billion of 3.900% Senior Notes due 2038.
The notes are issued under existing indentures and are expected to be listed on the Nasdaq Bond Exchange. Net proceeds are intended for general corporate purposes, which may include share repurchases, dividends declared by the board and refinancing of existing debt over time.
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Insights
T-Mobile adds €2.5B of long-term euro debt for general purposes.
T-Mobile USA has completed a euro-denominated senior notes offering split into three tranches: €750 million 3.200% notes due
The obligations are guaranteed on a senior unsecured basis by the parent and certain subsidiaries, which helps support investor confidence but also extends guarantee coverage. Proceeds are designated for general corporate purposes, including potential share repurchases, dividends and ongoing refinancing of existing indebtedness.
The euro issuance diversifies funding sources and staggers maturities across
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
On February 19, 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 €750 million in aggregate principal amount of its 3.200% Senior Notes due 2032 (the “2032 Notes”), €750 million in aggregate principal amount of its 3.625% Senior Notes due 2035 (the “2035 Notes”) and €1.0 billion in aggregate principal amount of its 3.900% Senior Notes due 2038 (the “2038 Notes” and, together with the 2032 Notes and the 2035 Notes, the “Notes”) pursuant to an underwriting agreement, dated February 12, 2026 (the “Underwriting Agreement”), with the several underwriters named in Schedule 1 thereto. 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 Fortieth Supplemental Indenture, dated as of February 19, 2026 (the “Fortieth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2032 Notes, (ii) a Forty-First Supplemental Indenture, dated as of February 19, 2026 (the “Forty-First 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 Forty-Second Supplemental Indenture, dated as of February 19, 2026 (the “Forty-Second Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2038 Notes (the Base Indenture, as amended and supplemented by each of the Fortieth Supplemental Indenture, the Forty-First Supplemental Indenture and the Forty-Second 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). T-Mobile USA intends to list the Notes on the Nasdaq Bond Exchange.
The net proceeds from the sale of the Notes are expected to be used for general corporate purposes, which may include among other things, share repurchases, any dividends declared by the Company’s Board of Directors and refinancing of existing indebtedness on an ongoing basis.
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 Fortieth Supplemental Indenture, the Forty-First Supplemental Indenture and the Forty-Second 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 February 12, 2026, among T-Mobile USA, Inc., the Company, the other guarantors party thereto and the several underwriters named in Schedule 1 thereto. | |
| 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 | Fortieth Supplemental Indenture, dated as of February 19, 2026, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, paying agent and registrar, including the Form of 3.200% Senior Note due 2032. | |
| 4.3 | Forty-First Supplemental Indenture, dated as of February 19, 2026, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, paying agent and registrar, including the Form of 3.625% Senior Note due 2035. | |
| 4.4 | Forty-Second Supplemental Indenture, dated as of February 19, 2026, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, paying agent and registrar, including the Form of 3.900% Senior Note due 2038. | |
| 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 Euro-Denominated Senior Notes.” | |
| 99.2 | Press release entitled “T-Mobile Agrees to Sell $2.5 Billion of Euro-Denominated 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.
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T-MOBILE US, INC. | |||||
| February 19, 2026 | /s/ Peter Osvaldik | |||||
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Name: Peter Osvaldik Title: Chief Financial Officer | |||||
Exhibit 99.1
T-Mobile Announces Proposed Public Offering of Euro-Denominated Senior Notes
February 12, 2026
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”), plans to offer, subject to market and other conditions, euro-denominated senior notes (the “notes”) in a registered public offering. 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 and Morgan Stanley & Co. International plc are the joint book-running managers for the offering of the notes.
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 by virtue of the EUWA 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 planned 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.
Contacts
T-Mobile US Media Relations
MediaRelations@T-Mobile.com
or
Investor Relations
investor.relations@t-mobile.com
Exhibit 99.2
T-Mobile Agrees to Sell €2.5 Billion of Euro-Denominated Senior Notes
February 12, 2026
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.
Contacts
T-Mobile US Media Relations
MediaRelations@T-Mobile.com
or
Investor Relations
investor.relations@t-mobile.com
FAQ
What did T-Mobile US (TMUS) announce in this 8-K filing?
How much euro-denominated debt did T-Mobile USA issue in total?
What are the interest rates and maturities of T-Mobile’s new euro notes?
How will T-Mobile use the proceeds from the €2.5 billion notes offering?
Are the new T-Mobile euro notes guaranteed by the parent company?
On which market does T-Mobile plan to list the new euro notes?
Filing Exhibits & Attachments
12 documentsPress Releases
Other Documents
- EX-1.1 EX-1.1 319.7 KB
- EX-4.2 EX-4.2 158.3 KB
- EX-4.3 EX-4.3 160.5 KB
- EX-4.4 EX-4.4 164.8 KB
- EX-5.1 EX-5.1 47.1 KB
- EX-5.2 EX-5.2 11.1 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.9 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 16.0 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 27.7 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 17.4 KB
