T-Mobile (NASDAQ: TMUS) issues $2.0B senior notes for debt refinancing
Rhea-AI Filing Summary
T-Mobile US, Inc., through its subsidiary T-Mobile USA, Inc., closed a new senior notes financing on January 12, 2026. The company issued $1.15 billion of 5.000% Senior Notes due 2036 and $850 million of 5.850% Senior Notes due 2056 in an underwritten public offering under an existing automatic shelf registration.
The notes were issued under a base indenture dated September 15, 2022, as supplemented by new indentures specific to each series, and are guaranteed on a senior unsecured basis by T-Mobile US and certain wholly owned subsidiaries. The company expects to use the net proceeds primarily to refinance existing debt over time, or for other general corporate purposes, which helps manage its long-term capital structure.
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Insights
T-Mobile adds $2.0B of long-term debt mainly for refinancing.
T-Mobile USA, Inc. issued
The stated intent to use net proceeds for refinancing existing indebtedness or other general corporate purposes suggests a focus on extending maturities and optimizing funding rather than funding a specific acquisition or project. Actual impact on interest expense and leverage will depend on the terms of debt being refinanced, which are not detailed here.
The notes were sold via a syndicate led by major banks under an existing automatic shelf registration, indicating routine access to capital markets. Future periodic reports will show how this new debt fits into total borrowings and any changes in average borrowing costs and maturity profiles.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
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:
| Exhibit No. | Description | |
| 1.1 |
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. | |
| 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-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. | |
| 4.3 |
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. | |
| 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 $2.0 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.
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T-MOBILE US, INC. | |||||
| January 12, 2026 | /s/ Peter Osvaldik | |||||
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Name: | Peter Osvaldik | ||||
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Title: | Chief Financial Officer | ||||
FAQ
What new senior notes did T-Mobile (TMUS) issue in January 2026?
T-Mobile USA, Inc. issued $1.15 billion of 5.000% Senior Notes due 2036 and $850 million of 5.850% Senior Notes due 2056 in an underwritten public offering.
How does T-Mobile (TMUS) plan to use the proceeds from the January 2026 notes offering?
The net proceeds from the notes are expected to be used to refinance existing indebtedness on an ongoing basis, or for other general corporate purposes.
Who guarantees the new T-Mobile senior notes issued in January 2026?
T-Mobile USA’s obligations under the notes are guaranteed on a senior unsecured basis by T-Mobile US, Inc. and certain wholly owned subsidiaries, subject to release conditions in the indenture.
Under what legal framework were T-Mobile’s January 2026 senior notes issued?
The notes were issued under an Indenture dated September 15, 2022, as supplemented by a Thirty-Eighth Supplemental Indenture for the 2036 notes and a Thirty-Ninth Supplemental Indenture for the 2056 notes.
Was T-Mobile’s January 2026 senior notes sale registered with the SEC?
Yes. The offering was conducted under an automatic shelf registration statement on Form S-3 (File No. 333-271553) that was filed and later amended.
Which banks led T-Mobile’s January 2026 senior notes offering?
The underwriting syndicate was represented by Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and UBS Securities LLC.
