UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 8.01– Other Events.
On June 16, 2025, T-Mobile US, Inc. (the “Company”), together with T-Mobile USA, Inc., its wholly-owned subsidiary (“T-Mobile USA”), issued a press release announcing the preliminary results of its offers to exchange (collectively, the “Exchange Offers”) up to $544,000,000 aggregate principal amount of the outstanding 6.700% Senior Notes due 2033 (the “USCC 2033 Notes”) of United States Cellular Corporation, a Delaware corporation (“USCC”), $500,000,000 aggregate principal amount of USCC’s outstanding 6.250% Senior Notes due 2069 (the “USCC 2069 Notes”), $500,000,000 aggregate principal amount of USCC’s outstanding 5.500% Senior Notes due 2070 (March) (the “USCC March 2070 Notes”), and $500,000,000 aggregate principal amount of USCC’s outstanding 5.500% Senior Notes due 2070 (June) (the “USCC June 2070 Notes” and, together with the USCC 2033 Notes, the USCC 2069 Notes, and the USCC March 2070 Notes, the “USCC Notes”) for up to a like principal amount, respectively, of T-Mobile’s 6.700% Senior Notes due 2033 (the “New 2033 Notes”), 6.250% Senior Notes due 2069 (the “New 2069 Notes”), 5.500% Senior Notes due March 2070 (the “New March 2070 Notes”) and 5.500% Senior Notes due June 2070 (the “New June 2070 Notes” and, together with the New 2033 Notes, the New 2069 Notes, and the New March 2070 Notes, the “New T-Mobile Notes”), pursuant to a registration statement on Form S-4 (No. 333-287414) filed with the Securities and Exchange Commission on May 20, 2025 and declared effective on May 22, 2025 and the related prospectus dated May 23, 2025 (as amended or supplemented from time to time, the “Prospectus”). The Exchange Offers were launched in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of May 24, 2024, by and among USCC, Telephone and Data Systems, Inc., the Company and USCC Wireless Holdings, LLC.
A copy of this press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to exchange or a solicitation of an offer to exchange the USCC Notes for New T-Mobile Notes. The Exchange Offers are being made only pursuant to the Prospectus, and only to such persons and in such jurisdictions as is permitted under applicable law.
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 | Description | |
| 99.1 | Press release, dated June 16, 2025, entitled “T-Mobile US, Inc. and T-Mobile USA, Inc. Announce Preliminary Results of Exchange Offers and Consent Solicitations for Certain of United States Cellular Corporation’s Outstanding Debt Securities” | |
| 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.
| T-MOBILE US, INC. | ||||||
| June 16, 2025 | /s/ Peter Osvaldik | |||||
| Peter Osvaldik | ||||||
| Executive Vice President and Chief Financial Officer | ||||||