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T-Mobile US, Inc. 8-K Report, Corporate Update (Jul 2, 2025)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed July 2, 2025
Period End
July 2, 2025
In the record · 2016–202610-K1110-Q338-K226

TMUS filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 226 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · May ’18May ’18
  2. Material agreement8-K · Oct ’20Oct ’20
  3. Leadership change8-K · Nov ’22Nov ’22
  4. Leadership change8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed July 2, 2025. Cited figures are marked; the original filing is the authoritative source.

On July 2, 2025, T-Mobile US, Inc. (TMUS) and its wholly owned subsidiary T-Mobile USA, Inc. announced an extension of their exchange offers and consent solicitations for certain senior notes of United States Cellular Corporation (USCC).

The expiration date moved from 5:00 p.m. NYC time on July 1, 2025 to 5:00 p.m. NYC time on August 1, 2025, unless further extended or terminated.

All other terms are unchanged, and the withdrawal deadline has passed, so tendered USCC notes can no longer be withdrawn and consents can no longer be revoked. The exchange offers are part of the transaction under which T-Mobile will acquire substantially all of USCC's wireless operations and select spectrum assets. The filing reports preliminary participation as of the original July 1 deadline: holders tendered roughly 78%a to 90% of each series.

The 2033 notes had the highest tender rate at about 89.8% ($488.7 millionb), while the 2069, March 2070 and June 2070 notes were each about 78% to 79% tendered. The extension likely gives holders who have not yet tendered more time to participate, which should help T-Mobile complete the exchange and streamline USCC's debt structure. For investors, the filing is a procedural update with limited direct financial impact.

It does not change the purchase agreement's economics or the offering terms. The key items to monitor are the final participation rate after August 1, 2025, whether the offers are extended again, and the closing of the USCC wireless asset acquisition.

02—Key points

Key Highlights

  1. Expiration of the exchange offers and consent solicitations was extended from July 1, 2025 to 5:00 p.m. NYC time on August 1, 2025, subject to further extension or early termination.
  2. All other terms are unchanged, and the withdrawal deadline has passed, so tenders of USCC notes can no longer be withdrawn and consents can no longer be revoked.
  3. The offers cover four series of USCC senior notes (2033, 2069, March 2070 and June 2070) exchanged for new 5.5% to 6.7% senior notes issued by T-Mobile USA, Inc.
  4. As of July 1, 2025, about $488.7 million (89.83%) of the 2033 notes had been tendered, and roughly 78% to 79% of each of the three long-dated series.
  5. The exchange supports T-Mobile's agreement to acquire substantially all of USCC's wireless operations and select spectrum assets.
  6. The offers are made only under the effective Form S-4 registration statement and related prospectus dated May 23, 2025, so investors should read the prospectus before deciding to tender.
  7. The filing is an informational update with no change to the purchase economics and no new financial results or guidance.

03—Questions

Frequently Asked Questions

  1. What changed in the exchange offers announced in this filing?

    The expiration time was extended from 5:00 p.m. NYC time on July 1, 2025 to 5:00 p.m. NYC time on August 1, 2025, unless further extended or terminated. No other terms changed.

  2. Can holders who already tendered their USCC notes withdraw them?

    No. The withdrawal deadline has already passed, so tendered notes can no longer be validly withdrawn and consents can no longer be revoked.

  3. What securities are being offered in exchange for USCC notes?

    Holders receive new senior notes issued by T-Mobile USA, Inc.: 6.700% notes due 2033, 6.250% notes due 2069, and 5.500% notes due March 2070 and June 2070. The exchange is made under the prospectus dated May 23, 2025.

  4. How strong was participation before the extension?

    As of the original July 1, 2025 deadline, approximately 89.83% of the 2033 notes ($488.7 million) and roughly 78% to 79% of each of the 2069, March 2070 and June 2070 notes had been tendered. Final participation after the August 1 expiration was not reported in this filing.

  5. Why is T-Mobile making these exchange offers?

    The exchange offers support T-Mobile's agreement to acquire substantially all of USCC's wireless operations and select spectrum assets. Exchanging USCC debt for T-Mobile USA notes is part of the transaction structure.

04—Continue

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