UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On February 19, 2026, T-Mobile USA, Inc. (“T-Mobile USA”), a direct, wholly-owned subsidiary of T-Mobile US, Inc. (the “Company”), closed an underwritten public offering of €750 million in aggregate principal amount of its 3.200% Senior Notes due 2032 (the “2032 Notes”), €750 million in aggregate principal amount of its 3.625% Senior Notes due 2035 (the “2035 Notes”) and €1.0 billion in aggregate principal amount of its 3.900% Senior Notes due 2038 (the “2038 Notes” and, together with the 2032 Notes and the 2035 Notes, the “Notes”) pursuant to an underwriting agreement, dated February 12, 2026 (the “Underwriting Agreement”), with the several underwriters named in Schedule 1 thereto. 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 Fortieth Supplemental Indenture, dated as of February 19, 2026 (the “Fortieth Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2032 Notes, (ii) a Forty-First Supplemental Indenture, dated as of February 19, 2026 (the “Forty-First Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2035 Notes and (iii) a Forty-Second Supplemental Indenture, dated as of February 19, 2026 (the “Forty-Second Supplemental Indenture”), among T-Mobile USA, the Company, the other guarantors party thereto and the Trustee, with respect to the 2038 Notes (the Base Indenture, as amended and supplemented by each of the Fortieth Supplemental Indenture, the Forty-First Supplemental Indenture and the Forty-Second Supplemental Indenture, each an “Indenture” and, collectively, the “Indentures”). The offering of the Notes was registered pursuant to an automatic shelf registration statement on Form S-3 that the Company, T-Mobile USA and certain guarantors filed with the SEC on May 1, 2023, as amended (File No. 333-271553). T-Mobile USA intends to list the Notes on the Nasdaq Bond Exchange.
The net proceeds from the sale of the Notes are expected to be used for general corporate purposes, which may include among other things, share repurchases, any dividends declared by the Company’s Board of Directors and refinancing of existing indebtedness on an ongoing basis.
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 Indenture.
The above description of the Underwriting Agreement and the Indentures is a summary only and is subject to, and qualified entirely by, the Underwriting Agreement, the Base Indenture, the Fortieth Supplemental Indenture, the Forty-First Supplemental Indenture and the Forty-Second Supplemental Indenture, which are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are provided as part of this Current Report on Form 8-K:
(d) Exhibits:
| 5.1 | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. | |
| 5.2 | Opinion of Ryan Brady, Esq. | |
| 23.1 | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Ryan Brady, Esq. (included in Exhibit 5.2). | |
| 99.1 | Press release entitled “T-Mobile Announces Proposed Public Offering of Euro-Denominated Senior Notes.” | |
| 99.2 | Press release entitled “T-Mobile Agrees to Sell $2.5 Billion of Euro-Denominated Senior Notes.” | |
| 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.
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T-MOBILE US, INC. | |||||
| February 19, 2026 | /s/ Peter Osvaldik | |||||
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Name: Peter Osvaldik Title: Chief Financial Officer | |||||