UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 8.01 – Other Events.
On August 5, 2025, T-Mobile US, Inc. (the “Company”), together with T-Mobile USA, Inc., its wholly-owned subsidiary (“T-Mobile USA”), settled the previously announced exchange offers and consent solicitations (the “Exchange Offers and Consent Solicitations”), in connection with the Company’s acquisition of certain assets from Array Digital Infrastructure, Inc. (formerly known as United States Cellular Corporation), which closed on August 1, 2025.
Pursuant to the settlement of the Exchange Offers and Consent Solicitations, on August 5, 2025, T-Mobile USA issued $488,860,000 million in aggregate principal amount of its 6.700% Senior Notes due 2033 (the “2033 Notes”), $393,481,525 million in aggregate principal amount of its 6.250% Senior Notes due 2069 (the “2069 Notes”), $400,797,075 million in aggregate principal amount of its 5.500% Senior Notes due March 2070 (the “March 2070 Notes”) and $394,753,475 million in aggregate principal amount of its 5.500% Senior Notes due June 2070 (the “June 2070 Notes” and, together with the 2033 Notes, the 2069 Notes and the March 2070 Notes, the “Notes”). 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 Twenty-Ninth Supplemental Indenture, dated as of August 5, 2025 (the “Twenty-Ninth Supplemental Indenture”), with respect to the 2033 Notes, (ii) a Thirtieth Supplemental Indenture, dated as of August 5, 2025 (the “Thirtieth Supplemental Indenture”), with respect to the 2069 Notes, (iii) a Thirty-First Supplemental Indenture, dated as of August 5, 2025 (the “Thirty-First Supplemental Indenture”), with respect to the March 2070 Notes and (iv) a Thirty-Second Supplemental Indenture, dated as of August 5, 2025 (the “Thirty-Second Supplemental Indenture”), with respect to the June 2070 Notes (the Base Indenture, as amended and supplemented by each of the Twenty-Ninth Supplemental Indenture, the Thirtieth Supplemental Indenture, the Thirty-First Supplemental Indenture and the Thirty-Second Supplemental Indenture, each an “Indenture” and, collectively, the “Indentures”), in each case among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee. The offering of the Notes was registered pursuant to a registration statement on Form S-4 that the Company, T-Mobile USA and certain guarantors filed with the U.S. Securities and Exchange Commission on May 20, 2025, as amended (File No. 333-287414).
The 2033 Notes will bear interest at a rate of 6.700% per year and mature on December 15, 2033. The 2069 Notes will bear interest at a rate of 6.250% per year and mature on September 1, 2069. The March 2070 Notes will bear interest at a rate of 5.500% per year and mature on March 1, 2070. The June 2070 Notes will bear interest at a rate of 5.500% per year and mature on June 1, 2070. T-Mobile USA will pay interest on the 2033 Notes semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2025. T-Mobile USA will pay interest on the 2069 Notes, March 2070 Notes and June 2070 Notes quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2025. The 2069 Notes, March 2070 Notes and June 2070 Notes will be listed on Nasdaq’s Global Select Market and such notes are expected to trade on Nasdaq’s Global Select Market on or promptly following the date hereof. T-Mobile USA does not intend to apply for the 2033 Notes to be listed on any securities exchange or to arrange for the 2033 Notes to be quoted on any quotation system.
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 applicable Indenture.
The above description of the Indentures is a summary only and is subject to, and qualified entirely by, the Base Indenture, the Twenty-Ninth Supplemental Indenture, the Thirtieth Supplemental Indenture, the Thirty-First Supplemental Indenture and the Thirty-Second Supplemental Indenture, as applicable, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
On August 1, 2025, the Company, together with T-Mobile USA, issued a press release announcing successful completion of the Exchange Offers and Consent Solicitations. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 - Financial Statements and Exhibits
The following exhibits are provided as part of this Current Report on Form 8-K:
(d) Exhibits:
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.
| T-MOBILE US, INC. | ||||||
| August 5, 2025 | /s/ Peter Osvaldik | |||||
| Peter Osvaldik | ||||||
| Executive Vice President and Chief Financial Officer | ||||||