8-KOther EventsExhibits & Filings

T-Mobile US, Inc. 8-K Report, Corporate Update (Aug 5, 2025)

Filed August 5, 2025For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) has completed the settlement of its previously announced exchange offers and consent solicitations related to the acquisition of certain assets from Array Digital Infrastructure, Inc. (formerly United States Cellular Corporation). This transaction, which closed on August 1, 2025, has resulted in T-Mobile USA, Inc. issuing a significant aggregate principal amount of new senior notes across four different series, with maturities ranging from 2033 to 2070 and interest rates varying from 5.500% to 6.700%. These new notes, totaling approximately $1.67 billion, were issued under an amended indenture agreement. The 2069, March 2070, and June 2070 notes are expected to be listed on the Nasdaq Global Select Market, providing liquidity for investors. This issuance of debt signifies T-Mobile's financing strategy to support its recent acquisition and manage its capital structure. Investors should note the varying interest rates and maturity dates of these new debt instruments, as well as the senior unsecured guarantee provided by the parent company and certain subsidiaries.

Key Highlights

  • 1T-Mobile US, Inc. settled exchange offers and consent solicitations tied to the acquisition of assets from Array Digital Infrastructure, Inc.
  • 2T-Mobile USA, Inc. issued approximately $1.67 billion in new senior notes on August 5, 2025.
  • 3The new notes include four series: 6.700% due 2033, 6.250% due 2069, 5.500% due March 2070, and 5.500% due June 2070.
  • 4Interest payments for the 2033 Notes will be semi-annual, while the other series will have quarterly interest payments.
  • 5The 2069, March 2070, and June 2070 Notes are expected to trade on the Nasdaq Global Select Market.
  • 6The acquisition of assets from Array Digital Infrastructure, Inc. (formerly UScellular) officially closed on August 1, 2025.
  • 7T-Mobile USA's obligations under the Notes are guaranteed on a senior unsecured basis by T-Mobile US, Inc. and certain subsidiaries.

Frequently Asked Questions

T-Mobile USA, Inc. issued approximately $1.67 billion in aggregate principal amount of new senior notes across four series.

The notes include: 6.700% Senior Notes due 2033, 6.250% Senior Notes due 2069, 5.500% Senior Notes due March 2070, and 5.500% Senior Notes due June 2070. Interest rates and maturity dates vary across these series.

The issuance of these notes is to finance the recent acquisition of assets from Array Digital Infrastructure, Inc. It increases T-Mobile's outstanding debt but also provides capital for strategic growth. The parent company and subsidiaries provide a senior unsecured guarantee for these notes.

The 6.250% Senior Notes due 2069, the 5.500% Senior Notes due March 2070, and the 5.500% Senior Notes due June 2070 are expected to be listed and trade on the Nasdaq Global Select Market. The 2033 Notes are not intended for listing on any exchange or quotation system.