T-Mobile US, Inc.
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 28, 2026
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Performance Measures
In managing our business and assessing financial performance, we supplement the information provided by our condensed consolidated financial statements with other operating or statistical data and non-GAAP financial measures. These operating and financial measures are utilized by our management to evaluate our operating performance and, in certain cases, our ability to meet liquidity requirements. Although companies in the telecommunications industry may not define each of these measures in precisely the same way, we believe that these measures facilitate comparisons with other companies in the industry on key operating and financial measures.
Beginning with the three months ended March 31, 2026, we shifted away from reporting customer performance measures to better align with the Company’s long-held priority on growing high-value accounts, which management believes is the best reflection of value creation versus customers.
Postpaid Accounts
A postpaid account is generally defined as a billing account that generates revenue. Postpaid accounts generally consist of customers that are qualified for postpaid service utilizing phones, 5G broadband gateways, fiber connections, mobile internet devices (including tablets and hotspots), wearables, DIGITS and other connected devices (including SyncUP and IoT), where they generally pay after receiving service.
The following table sets forth the number of ending postpaid accounts:
| As of September 30, · Change | ||||
|---|---|---|---|---|
| (in thousands) | 2026 | 2025 | # | % |
| Postpaid accounts (1) (2) (3) (4) (5) | 34,974 | 33,979 | 995 | 3% |
(1)In the second quarter of 2026, Metronet agreed to repurchase certain customer accounts, resulting in a base adjustment to decrease postpaid accounts by 16,000.
(2)In the first quarter of 2026, we recognized a base adjustment to decrease postpaid accounts by 18,000, primarily due to combining certain business accounts that have multiple billing account numbers.
(3)In the third quarter of 2025, we acquired 1,448,000 postpaid accounts through the UScellular Acquisition, which includes the impact of certain base adjustments to align the policies of UScellular and T-Mobile.
(4)In the third quarter of 2025, we acquired 633,000 postpaid accounts from Metronet and other acquisitions.
(5)In the second quarter of 2025, we acquired 85,000 postpaid accounts from Lumos.
These base adjustments had no impact on postpaid net account additions.
Postpaid Net Account Additions
The following table sets forth the number of postpaid net account additions:
| Three Months Ended September 30, · Change · Nine Months Ended September 30, · Change | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2026 | 2025 | # | % | 2026 | 2025 | # | % |
| Postpaid net account additions | 274 | 396 | (122) | (31)% | 768 | 919 | (151) | (16)% |
Postpaid net account additions decreased 122,000, or 31%, for the three months ended September 30, 2026, primarily from higher account deactivations driven by higher average broadband-only accounts which have higher churn, the temporary impact of our rate plan modernization and the impact of a growing account base, including following the acquisitions of UScellular and Metronet.
Postpaid net account additions decreased 151,000, or 16%, for the nine months ended September 30, 2026, primarily from:
Higher account deactivations driven by higher average broadband-only accounts which have higher churn, the impact of a growing account base, including following the acquisitions of UScellular and Metronet, and higher industry switching; partially offset by
Higher gross account additions, including fiber account additions following the acquisitions of Metronet and Lumos.
Postpaid Account Churn
Postpaid account churn represents the number of postpaid accounts whose service was deactivated as a percentage of the average number of postpaid accounts during the specified period further divided by the number of months in the period. The number of postpaid accounts whose service was deactivated is calculated net of accounts that subsequently had their service restored within a certain period of time and excludes accounts who received service for less than a certain minimum period of time, account mergers and account migrations. We believe that postpaid account churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.
The following table sets forth the churn:
| Three Months Ended September 30, · Change · Nine Months Ended September 30, · Change | ||||||
|---|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||||
| Postpaid account churn | 1.09% | 0.97% | 12 bps | 1.04% | 0.94% | 10 bps |
Postpaid account churn increased 12 basis points for the three months ended September 30, 2026, primarily from:
Higher average broadband-only accounts which have higher churn; and
The temporary impact of our rate plan modernization.
Postpaid account churn increased 10 basis points for the nine months ended September 30, 2026, primarily from:
Higher average broadband-only accounts which have higher churn, including following the acquisitions of Metronet and Lumos; and
Higher industry switching.
Postpaid Average Revenue Per Account
Postpaid Average Revenue per Account (“ARPA”) represents the average monthly postpaid service revenue earned per account. Postpaid ARPA is calculated as Postpaid revenues for the specified period divided by the average number of postpaid accounts during the period, further divided by the number of months in the period. We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assists in forecasting our future postpaid service revenues on a per account basis. We consider postpaid ARPA to be indicative of our revenue growth potential, given management’s priority on growing high-value accounts through deepening customer relationships.
The following table sets forth our operating measure ARPA:
| (in dollars) · Three Months Ended September 30, · Change · Nine Months Ended September 30, · Change | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 · 2025 · $ · % · 2026 · 2025 · $ · % | ||||||||
| Postpaid ARPA | $155.73 | $149.44 | $6.29 | 4% | $153.53 | $148.54 | $4.99 | 3% |
Postpaid ARPA increased $6.29, or 4%, for the three months ended and increased $4.99, or 3%, for the nine months ended September 30, 2026.
Higher fee revenue, including from the adoption of tax and fee exclusive plans, and the positive impact from our rate plan modernization; and
An increase in customers per account, including from the continued adoption of 5G broadband and continued growth of T-Mobile for Business accounts, partially offset by fiber and UScellular accounts with fewer customers per account; partially offset by
Increased promotional activity, including the success of bundled offerings.
Higher fee revenue, including from the adoption of tax and fee exclusive plans, and the positive impacts from our rate plan optimization in the prior year and rate plan modernization; and
An increase in customers per account, including from the continued adoption of 5G broadband and continued growth of T-Mobile for Business accounts, partially offset by fiber and UScellular accounts with fewer customers per account; partially offset by
Increased promotional activity, including the success of bundled offerings.
Adjusted EBITDA and Core Adjusted EBITDA
Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization, stock-based compensation and certain expenses, gains and losses, which are not reflective of our ongoing operating performance (“Special Items”). Special Items include UScellular merger-related costs, costs associated with the Network Restructuring Initiative, certain legal-related expenses and recoveries, Impairment expense, restructuring costs not directly attributable to the UScellular Acquisition (including severance), and other non-core gains and losses. Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues. Adjusted EBITDA margin represents Adjusted EBITDA divided by Service revenues. Core Adjusted EBITDA margin represents Core Adjusted EBITDA divided by Service revenues.
Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin are non-GAAP financial measures utilized by our management, including our chief operating decision maker, to monitor the financial performance of our operations and allocate resources of the Company as a whole. We historically used Adjusted EBITDA, and we currently use Core Adjusted EBITDA internally as a measure to evaluate and compensate our personnel and management for their performance. We use Adjusted EBITDA and Core Adjusted EBITDA as benchmarks to evaluate our operating performance in comparison to our competitors. Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and to facilitate comparisons with other wireless communications and broadband services companies because they are indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, depreciation and amortization from capital investments, stock-based compensation and Special Items. Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the Company’s device financing strategy, by excluding the impact of device lease revenues from Adjusted EBITDA, to align with the exclusion of the related depreciation expense on leased devices from Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with GAAP.
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 September 30, · Change · Nine Months Ended September 30, · Change | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except percentages) · 2026 · 2025 · $ · % · 2026 · 2025 · $ · % | |||||||||||
| Net income | $3,455 | $2,714 | $741 | 27% | $9,198 | $8,889 | $309 | 3% | |||
| Adjustments: | |||||||||||
| Interest expense, net | 1,031 | 924 | 107 | 12% | 3,117 | 2,762 | 355 | 13% | |||
| Other expense, net | 90 | 78 | 12 | 15% | 329 | 135 | 194 | 144% | |||
| Income tax expense | 1,085 | 814 | 271 | 33% | 3,004 | 2,757 | 247 | 9% | |||
| Operating income | 5,661 | 4,530 | 1,131 | 25% | 15,648 | 14,543 | 1,105 | 8% | |||
| Depreciation and amortization | 3,452 | 3,408 | 44 | 1% | 10,703 | 9,752 | 951 | 10% | |||
| Stock-based compensation (1) | 195 | 217 | (22) | (10)% | 610 | 563 | 47 | 8% | |||
| UScellular merger-related costs | 129 | 73 | 56 | 77% | 717 | 120 | 597 | 498% | |||
| Network Restructuring Initiative costs | 38 | — | 38 | NM | 166 | — | 166 | NM | |||
| Legal-related expenses, net (2) | 14 | 8 | 6 | 75% | 84 | 10 | 74 | 740% | |||
| Impairment expense | — | 278 | (278) | (100)% | — | 278 | (278) | (100)% | |||
| Other, net (3) | 131 | 170 | (39) | (23)% | 470 | 224 | 246 | 110% | |||
| Adjusted EBITDA | 9,620 | 8,684 | 936 | 11% | 28,398 | 25,490 | 2,908 | 11% | |||
| Lease revenues | — | (4) | 4 | (100)% | (1) | (11) | 10 | (91)% | |||
| Core Adjusted EBITDA | $9,620 | $8,680 | $940 | 11% | $28,397 | $25,479 | $2,918 | 11% | |||
| Net income margin (Net income divided by Service revenues) | 18% | 15% | 300 bps | 16% | 17% | -100 bps | |||||
| Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) | 50% | 48% | 200 bps | 50% | 48% | 200 bps | |||||
| Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues) | 50% | 48% | 200 bps | 50% | 48% | 200 bps | |||||
(1)Stock-based compensation includes payroll tax impacts and may not agree with stock-based compensation expense on the condensed consolidated financial statements.
(2)Legal-related expenses, net, consists of the settlement of certain litigation and compliance costs associated with the August 2021 cyberattack, net of insurance recoveries.
(3)Other, net, primarily consists of certain severance, restructuring and other expenses, gains and losses, not directly attributable to the UScellular Acquisition, which are not reflective of T-Mobile’s ongoing core business activities and are, therefore, excluded from Adjusted EBITDA and Core Adjusted EBITDA. Other, net, for the nine months ended September 30, 2026, includes $141 million of severance and related costs associated with the 2025-2026 Workforce Transformation and $50 million and $158 million of costs associated with our retail initiatives for the three and nine months ended September 30, 2026, respectively.
NM - Not meaningful
Core Adjusted EBITDA increased $940 million, or 11%, for the three months ended and increased $2.9 billion, or 11%, for the nine months ended September 30, 2026. The components of Core Adjusted EBITDA are discussed further above.
Higher Total service revenues; and
Higher Equipment revenues, excluding Lease revenues; partially offset by
Higher Cost of equipment sales, excluding Special Items; and
Higher Cost of services, excluding Special Items.
Higher Total service revenues; and
Higher Equipment revenues, excluding Lease revenues; partially offset by
Higher Cost of equipment sales, excluding Special Items;
Higher Cost of services, excluding Special Items; and
Higher Selling, general and administrative expenses, excluding Special Items.
Adjusted EBITDA increased $936 million, or 11%, for the three months ended September 30, 2026, and increased $2.9 billion, or 11%, for the nine months ended September 30, 2026, due to the fluctuations in Core Adjusted EBITDA discussed above.
Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of debt, financing leases, the sale of certain receivables, the Revolving Credit Facility (as defined below) and an unsecured short-term commercial paper program. Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt in the future to finance our business strategy under the terms governing our existing and future indebtedness.
Cash Flows
The following is a condensed schedule of our cash flows:
| Three Months Ended September 30, · Change · Nine Months Ended September 30, · Change | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % |
| Net cash provided by operating activities | $7,341 | $7,457 | $(116) | (2)% | $22,063 | $21,296 | $767 | 4% |
| Net cash provided by (used in) investing activities | 358 | (10,139) | 10,497 | (104)% | (5,543) | (15,107) | 9,564 | (63)% |
| Net cash used in financing activities | (4,848) | (4,238) | (610) | 14% | (16,470) | (8,250) | (8,220) | 100% |
Operating Activities
Net cash provided by operating activities decreased $116 million, or 2%, for the three months ended and increased $767 million, or 4%, for the nine months ended September 30, 2026.
The decrease for the three months ended September 30, 2026, was primarily from:
A $592 million increase in net cash outflows from changes in working capital, primarily due to higher use of cash from Accounts payable and accrued liabilities and Inventory, partially offset by lower use of cash from Other current and long-term liabilities, Accounts receivable and Other current and long-term assets; partially offset by
A $476 million increase in Net income, adjusted for non-cash income and expenses.
Net cash provided by operating activities includes the impact of $198 million and $96 million in net payments for Merger-related costs for the three months ended September 30, 2026 and 2025, respectively.
A $1.4 billion increase in Net income, adjusted for non-cash income and expenses; partially offset by
A $681 million increase in net cash outflows from changes in working capital, primarily due to higher use of cash from Accounts payable and accrued liabilities and Short- and long-term operating lease liabilities, partially offset by lower use of cash from Other current and long-term liabilities, Other current and long-term assets and Operating lease right-of-use assets.
Net cash provided by operating activities includes the impact of $532 million and $258 million in net payments for Merger-related costs for the nine months ended September 30, 2026 and 2025, respectively.
Investing Activities
Net cash provided by investing activities increased $10.5 billion from a net use of cash for the three months ended September 30, 2025, to a net source of cash for the three months ended September 30, 2026. Net cash used in investing activities decreased $9.6 billion, or 63%, for the nine months ended September 30, 2026.
The net source of cash for the three months ended September 30, 2026, was primarily from:
$2.9 billion in Proceeds from the sale of property, equipment and intangible assets, primarily from the cash consideration related to the sale of our 800 MHz spectrum licenses to Grain (see Note 6 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements); partially offset by
$2.3 billion in Purchases of property and equipment, including capitalized interest, for the continued build-out of our nationwide 5G network; and
$324 millionin Purchases of spectrum and intangible assets.
The net use of cash for the nine months ended September 30, 2026, was primarily from:
$7.6 billion in Purchases of property and equipment, including capitalized interest, for the continued build-out of our nationwide 5G network, including for incremental capital expenditures following the UScellular Acquisition; and
$834 million in Purchases of spectrum and intangible assets; partially offset by
$3.0 billion in Proceeds from the sale of property, equipment and intangible assets, primarily from the cash consideration related to the sale of our 800 MHz spectrum licenses to Grain (see Note 6 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements).
Financing Activities
Net cash used in financing activities increased $610 million, or 14%, for the three months ended and increased $8.2 billion, or 100%, for the nine months ended September 30, 2026.
The net use of cash for the three months ended September 30, 2026, was primarily from:
$2.4 billion in Repurchases of common stock;
$1.4 billion in Repayments of long-term debt;
$1.1 billion in Dividends on common stock; and
$331 million in Repayments of financing lease obligations; partially offset by
$498 million in Proceeds from issuance of long-term debt, net.
The net use of cash for the nine months ended September 30, 2026, was primarily from:
$9.6 billion in Repurchases of common stock;
$9.1 billion in Repayments of long-term debt;
$3.3 billion in Dividends on common stock; and
$995 million in Repayments of financing lease obligations; partially offset by
$6.9 billion in Proceeds from issuance of long-term debt, net.
Cash and Cash Equivalents
As of September 30, 2026, and December 31, 2025, our Cash and cash equivalents were $5.6 billion.
Adjusted Free Cash Flow
Adjusted Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment, including capitalized interest. Adjusted Free Cash Flow is a non-GAAP financial measure utilized by management, investors and analysts of our financial information to evaluate cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business. Adjusted Free Cash Flow margin is calculated as Adjusted Free Cash Flow divided by Service revenues. Adjusted Free Cash Flow margin is utilized by management, investors and analysts to evaluate the Company’s ability to convert service revenue efficiently into cash available to pay debt, repurchase shares, pay dividends and provide further investment in the business.
The table below provides a reconciliation of Adjusted Free Cash Flow to Net cash provided by operating activities, which we consider to be the most directly comparable GAAP financial measure:
| Three Months Ended September 30, · Change · Nine Months Ended September 30, · Change | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except percentages) · 2026 · 2025 · $ · % · 2026 · 2025 · $ · % | |||||||||||
| Net cash provided by operating activities | $7,341 | $7,457 | $(116) | (2)% | $22,063 | $21,296 | $767 | 4% | |||
| Cash purchases of property and equipment, including capitalized interest | (2,270) | (2,639) | 369 | (14)% | (7,596) | (7,486) | (110) | 1% | |||
| Adjusted Free Cash Flow | $5,071 | $4,818 | $253 | 5% | $14,467 | $13,810 | $657 | 5% | |||
| Net cash provided by operating activities margin (Net cash provided by operating activities divided by Service revenues) | 38% | 41% | -300 bps | 39% | 40% | -100 bps | |||||
| Adjusted Free Cash Flow margin (Adjusted Free Cash Flow divided by Service revenues) | 26% | 26% | — bps | 25% | 26% | -100 bps | |||||
Adjusted Free Cash Flow increased $253 million, or 5%, for the three months ended and increased $657 million, or 5%, for the nine months ended September 30, 2026.
Lower Cash purchases of property and equipment, including capitalized interest, primarily from the planned timing of capital purchases; partially offset by
Lower Net cash provided by operating activities, as described above.
Adjusted Free Cash Flow includes the impact of $198 million and $96 million in net payments for Merger-related costs for the three months ended September 30, 2026 and 2025, respectively.
The increase for the nine months ended September 30, 2026, was primarily from higher Net cash provided by operating activities, as described above. Adjusted Free Cash Flow includes the impact of $532 million and $258 million in net payments for Merger-related costs for the nine months ended September 30, 2026 and 2025, respectively.
Borrowing Capacity
We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $10.0 billion. As of September 30, 2026, there was no outstanding balance under the Revolving Credit Facility. See Note 8 – Debt of the Notes to the Condensed Consolidated Financial Statements for more information regarding the Revolving Credit Facility.
We maintain an unsecured short-term commercial paper program with the ability to borrow up to $2.0 billion from time to time. This program supplements our other available external financing arrangements and proceeds are expected to be used for general corporate purposes. As of September 30, 2026, there was no outstanding balance under this program.
Debt Financing
As of September 30, 2026, our total debt and financing lease liabilities were $86.0 billion, excluding our tower obligations, of which $77.3 billion was classified as long-term debt and $1.1 billion was classified as long-term financing lease liabilities.
During the nine months ended September 30, 2026, we issued long-term debt for net proceeds of $6.9 billion and redeemed, repaid and repurchased $9.1 billion of short- and long-term debt.
For more information regarding our debt financing transactions, see Note 8 – Debt of the Notes to the Condensed Consolidated Financial Statements.
Spectrum Auction
In June 2026, the FCC announced that we were the winning bidder of 102 licenses in Auction 113 (AWS-3 band spectrum) for an aggregate purchase price of $278 million. At the inception of Auction 113 in April 2026, we deposited $25 million. We paid the FCC the remaining $253 million for the licenses won in the auction in July 2026.
For more information regarding the spectrum auction, see Note 6 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.
License Purchase Agreements
On August 8, 2022, we entered into License Purchase Agreements to acquire spectrum in the 600 MHz band from Channel 51 License Co LLC and LB License Co, LLC (together with Channel 51 License Co LLC, the “Sellers”) in exchange for total cash consideration of $3.5 billion. On March 30, 2023, we and the Sellers entered into Amended and Restated License Purchase Agreements, pursuant to which we and the Sellers agreed to bifurcate the transaction into two tranches of licenses, with the closings on the acquisitions of certain licenses in Chicago, Dallas and New Orleans being deferred in order to potentially expedite the regulatory approval process for the remainder of the licenses. Subsequently, on August 25, 2023, we and the Sellers entered into Amendments No. 1 to the Amended and Restated License Purchase Agreements, whereby we deferred the closings of certain additional licenses in Chicago and Dallas into the second closing tranche. Together, the licenses with closings deferred into the second closing tranche represent approximately $1.1 billion of the aggregate $3.5 billion cash consideration.
The FCC approved the purchase of the first tranche on December 29, 2023. The first tranche closed on June 24, 2024, and the associated payment of $2.4 billion was made on August 5, 2024.
The FCC approved the purchase of the Dallas licenses included in the second tranche on October 22, 2024. The purchase of the Dallas licenses closed on December 6, 2024, and the associated payment of $541 million was made on the same day.
The FCC approved the purchase of the remaining Chicago and New Orleans deferred licenses from the second tranche on April 15, 2025. The purchase of the remaining licenses closed on June 2, 2025, and the associated payment of $604 million was made on the same day.
On September 12, 2023, we entered into a license purchase agreement with Comcast (the “Comcast License Purchase Agreement”), pursuant to which we will acquire spectrum in the 600 MHz band from Comcast in exchange for total cash consideration of between $1.2 billion and $3.3 billion, subject to an application for FCC approval. The licenses are subject to an exclusive leasing arrangement between us and Comcast entered into contemporaneously with the Comcast License Purchase Agreement. On January 13, 2025, we and Comcast entered into an amendment to the Comcast License Purchase Agreement, pursuant to which we will acquire additional spectrum. Subsequent to the amendment, the total cash consideration for the transaction is between $1.2 billion and $3.4 billion. On June 2, 2026, we closed on the acquisition of $46 million of the spectrum licenses, with the associated payment made on the same day. We are targeting a closing in the first half of 2028 for the acquisition of the remaining spectrum licenses.
On September 10, 2024, we entered into a License Purchase Agreement with N77 License Co LLC (“Buyer”), pursuant to which Buyer has the option to purchase all or a portion of our remaining 3.45 GHz spectrum licenses in exchange for a range of cash consideration, with the specific licenses sold to be determined based upon the amount of committed financing raised by Buyer. Following receipt of the required regulatory approvals, on April 30, 2025, we completed the sale of a portion of our 3.45 GHz spectrum licenses for $2.0 billion.
On May 30, 2025, we entered into a License and Unit Purchase Agreement with NEWLEVEL IV, L.P. and NEWLEVEL, LLC, both of which are affiliates of Grain Management, LLC (“Grain”), pursuant to which we agreed to sell our 800 MHz spectrum licenses in exchange for cash consideration and the receipt of Grain’s 600 MHz spectrum licenses, which we previously utilized under lease agreements with Grain. Following the receipt of certain regulatory approvals, including certain modifications to the 800 MHz spectrum licenses, on August 10, 2026, we completed the sale of our 800 MHz spectrum licenses in exchange for cash consideration of $2.9 billion and the receipt of Grain’s 600 MHz spectrum licenses valued at $690 million, for total consideration of $3.6 billion. We expect to pay approximately $850 million of cash income taxes primarily through December 31, 2027, related to the close of this transaction. In addition, we are entitled to receive a 50% share of future proceeds from transactions entered into by Grain that monetize the 800 MHz spectrum licenses, in excess of their invested capital, certain expenses and a specified return on their investment. On October 8, 2026, Grain entered into a purchase and sale agreement with
Space Exploration Technologies Corp. for the sale of the 800 MHz spectrum licenses, subject to customary closing conditions and regulatory approvals. We have not recognized an associated gain for this potential additional consideration.
On September 21, 2026, we acquired 600 MHz spectrum licenses from TStar 600, LLC and two of its subsidiaries, in exchange for cash consideration of $290 million, which is expected to be paid in the first quarter of 2027.
For more information regarding our license purchase agreements, see Note 6 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.
On May 1, 2024, we completed the Ka’ena Acquisition. The total purchase price consists of an upfront payment on the Ka’ena Acquisition Date and an earnout payable.
Subsequent to September 30, 2026, on October 9, 2026, we transferred $164 million in cash and 1,510,371 shares of T-Mobile common stock in satisfaction of our $420 million earnout obligation.
For more information regarding the Ka’ena Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
On February 3, 2025, we completed the Vistar Acquisition in exchange for $621 million in cash.
For more information regarding the Vistar Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
On March 3, 2025, we completed the Blis Acquisition in exchange for $180 million in cash.
For more information regarding the Blis Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
On August 1, 2025, we completed the UScellular Acquisition, and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. On August 5, 2025, we executed the Exchange Offers of certain senior notes of UScellular with an aggregate outstanding principal balance of $1.7 billion for T-Mobile notes with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.
For more information regarding the UScellular Acquisition, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
On April 1, 2025, we completed the joint acquisition of Lumos. During the three months ended June 30, 2025, we invested $932 million to acquire a 50% equity interest in the joint venture and 97,000 fiber customers. In addition, pursuant to the definitive agreement, we expect to make an additional capital contribution of approximately $500 million between 2027 and 2028 under the existing business plan.
On July 24, 2025, we completed the joint acquisition of Metronet. During the three months ended September 30, 2025, we invested $4.6 billion to acquire a 50% equity interest in the joint venture and 713,000 residential fiber customers.
On April 24, 2026, we entered into a definitive agreement with Wren House to establish a joint venture to acquire i3 Broadband, one of Wren House’s existing fiber portfolio companies. Subsequent to September 30, 2026, on October 1, 2026, we completed the joint acquisition of i3 Broadband upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals. At closing, we invested $671 million to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers.
On April 25, 2026, we entered into definitive agreements with Oak Hill to establish a joint venture to acquire GoNetspeed and Greenlight Networks, two of Oak Hill’s existing fiber portfolio companies. The transaction with Oak Hill is expected to close in the first half of 2027, subject to customary closing conditions and regulatory approvals, at which time we expect to invest approximately $2.0 billion to acquire a 50% equity interest in the joint venture and substantially all existing residential fiber customers.
Off-Balance Sheet Arrangements
We have arrangements, as amended from time to time, to sell certain EIP receivables and service accounts receivable on a revolving basis as a source of liquidity. As of September 30, 2026, we derecognized net receivables of $1.7 billion upon sale through these arrangements.
For more information regarding these off-balance sheet arrangements, see Note 5 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements.
Future Sources and Uses of Liquidity
We may seek additional sources of liquidity, including through the issuance of additional debt, to continue to opportunistically acquire spectrum licenses or other long-lived assets in private party transactions, make strategic investments, repurchase shares, pay dividends or for the refinancing or repurchasing of existing long-term debt on an opportunistic basis. Excluding liquidity that could be needed for acquisitions of businesses, spectrum and other long-lived assets, or for any potential stockholder returns or debt repurchases, we expect our principal sources of funding to be sufficient to meet our anticipated liquidity needs for business operations for the next 12 months, as well as our longer-term liquidity needs. Our intended use of any such funds is for general corporate purposes, including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption or repurchase of debt, tower obligations, share repurchases and dividend payments.
We determine future liquidity requirements for operations, capital expenditures, share repurchases, dividend payments and debt repurchases based in large part upon projected financial and operating performance, and opportunities to acquire additional spectrum, repurchase shares or repurchase debt. We regularly review and update these projections for changes in current and projected financial and operating results, general economic conditions, the competitive landscape and other factors. We have incurred, and will incur, substantial expenses to comply with the current regulatory framework, including our national security obligations, and we have incurred all of the remaining restructuring and integration costs associated with the Sprint Merger, with the cash expenditures for the Sprint Merger-related costs extending beyond 2026. Additionally, we are expecting to incur substantial expenses in connection with the UScellular Acquisition, including coordinating and integrating businesses, operations, policies and procedures. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses could exceed the costs historically borne by us and adversely affect our financial condition and results of operations. There are a number of additional risks and uncertainties that could cause our financial and operating results and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment.
The indentures, supplemental indentures and credit agreements governing our long-term debt to third parties, excluding financing leases, contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, create liens or other encumbrances and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. We were in compliance with all restrictive debt covenants as of September 30, 2026.
Financing Lease Facilities
We have uncommitted financing lease facilities with certain third parties that provide us with the ability to enter into financing leases for network equipment and services. We expect to enter into up to a total of $1.2 billion in financing lease commitments during the year ending December 31, 2026. As of September 30, 2026, we have entered into $12.1 billion of financing leases under these financing lease facilities, of which $326 million and $1.0 billion were executed during the three and nine months ended September 30, 2026, respectively.
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. We expect to maintain our investment in capital expenditures related to these efforts in 2026 compared to 2025, as we continue our integration efforts, maintain our commitment to build out our nationwide 5G network and continue our digital journey. Future capital expenditure requirements will be primarily driven by the deployment of acquired spectrum licenses.
For more information regarding our spectrum licenses, see Note 6 – Spectrum License Transactions of the Notes to the Condensed Consolidated Financial Statements.
Stockholder Returns
On December 11, 2025, we announced that our Board of Directors authorized our 2026 Stockholder Return Program of up to $14.6 billion that will run through December 31, 2026 (the “2026 Stockholder Return Program”). On April 23, 2026, we announced that our Board of Directors increased the 2026 Stockholder Return Program authorization to up to $18.2 billion. The 2026 Stockholder Return Program consists of repurchases of shares of our common stock and the payment of cash dividends. The declaration and payment of all dividends is subject to the discretion of our Board of Directors and will depend on financial and legal requirements and other considerations. The amount available under the 2026 Stockholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by us.
The 2026 Stockholder Return Program aligns with our commitment to a balanced capital allocation strategy that supports core and strategic investments in the business while delivering returns to stockholders. From January 1, 2026, through the end of 2027, the Company expects its business plan to support:
Up to approximately $30.0 billion for share repurchases and cash dividends, which includes the 2026 Stockholder Return Program; and
Over $22.0 billion in a discretionary and flexible envelope for opportunistic deployment, which may include de-levering, investments in our core business, strategic investments, and/or additional capital returns to stockholders beyond the $30.0 billion allocation.
These figures represent initial allocations subject to change based on changes in opportunities and our views on deleveraging, investments in our core business and strategic investment opportunities.
On December 4, 2025, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which was paid on March 12, 2026, to stockholders of record as of the close of business on February 27, 2026.
On March 19, 2026, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which was paid on June 11, 2026, to stockholders of record as of the close of business on May 29, 2026.
On June 15, 2026, our Board of Directors declared a cash dividend of $1.02 per share on our issued and outstanding common stock, which was paid on September 10, 2026, to stockholders of record as of the close of business on August 28, 2026.
On September 24, 2026, our Board of Directors declared a cash dividend of $1.17 per share on our issued and outstanding common stock, which will be paid on December 10, 2026, to stockholders of record as of the close of business on November 25, 2026.
During the three and nine months ended September 30, 2026, we paid an aggregate of $1.1 billion and $3.3 billion, respectively, in cash dividends to our stockholders, which are presented within Net cash used in financing activities on our Condensed Consolidated Statements of Cash Flows. As of September 30, 2026, $1.2 billion for dividends payable is presented within Other current liabilities on our Condensed Consolidated Balance Sheets.
During the three months ended September 30, 2026, we repurchased 13,621,695 shares of our common stock at an average price per share of $177.31 for a total purchase price of $2.4 billion, and during the nine months ended September 30, 2026, we repurchased 48,372,465 shares of our common stock at an average price per share of $195.81 for a total purchase price of $9.5 billion, under the 2026 Stockholder Return Program. As of September 30, 2026, we had up to $5.4 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.
Subsequent to September 30, 2026, from October 1, 2026, through October 23, 2026, we repurchased 4,987,500 shares of our common stock at an average price per share of $158.68 for a total purchase price of $791 million under the 2026 Stockholder Return Program. As of October 23, 2026, we had up to $4.6 billion remaining under the 2026 Stockholder Return Program for repurchases of shares and quarterly dividends through December 31, 2026.
For additional information regarding the 2026 Stockholder Return Program, see Note 12 – Stockholder Return Program of the Notes to the Condensed Consolidated Financial Statements.
Related Person Transactions
We have related person transactions associated with DT or its respective affiliates in the ordinary course of business, including intercompany servicing and licensing.
As of October 23, 2026, DT held, directly or indirectly, approximately 55.0% of the outstanding T-Mobile common stock. As a result of the Proxy, Lock-Up and ROFR Agreement, dated April 1, 2020, by and between DT and SoftBank Group Corp., DT has voting control, as of October 23, 2026, over approximately 55.9% of the outstanding T-Mobile common stock.
Disclosure of Iranian Activities under Section 13(r) of the Exchange Act
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.
As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the three months ended September 30, 2026, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates or former affiliates that we do not control and that are our affiliates or former affiliates solely due to their common control with DT. We have relied upon DT for information regarding their respective activities, transactions and dealings.
DT, through certain of its non-U.S. subsidiaries, is party to roaming and interconnect agreements with the following mobile and fixed line telecommunication providers in Iran, some of which are or may be government-controlled entities: Irancell Telecommunications Services Company, Telecommunication Kish Company, Mobile Telecommunication Company of Iran and Telecommunication Infrastructure Company of Iran. In addition, during the three months ended September 30, 2026, DT, through certain of its non-U.S. subsidiaries, provided basic telecommunications services to four customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control: CPG Engineering & Commercial Services GmbH, Golgohar Trade and Technology GmbH, International Trade and Industrial Technology ITRITEC GmbH and Kara Industrial Trading GmbH. These services are in the process of being terminated, in particular by undertaking appropriate legal steps before German courts. For the three months ended September 30, 2026, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.1 million, and the estimated net profits were less than $0.1 million.
In addition, DT, through certain of its non-U.S. subsidiaries that operate a fixed-line network in their respective European home countries (in particular, Germany), provides telecommunications services in the ordinary course of business to the Embassy of Iran in those European countries. Gross revenues and net profits recorded from these activities for the three months ended September 30, 2026, were less than $0.1 million. We understand that DT intends to continue these activities.
Critical Accounting Estimates
Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 7 and Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, and which are hereby incorporated by reference herein.
Accounting Pronouncements Not Yet Adopted
For information regarding recently issued accounting standards, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.