S-3ASR 1 ny20071621x2_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on April 30, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

T-Mobile US, Inc.

T-Mobile USA, Inc.

(Exact name of registrant as specified in its charter)


Delaware Delaware			20-0836269 91-1983600
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

Additional Registrants

(See Table of Additional Registrants on next page)

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark W. Nelson

Chief Legal Officer & General Counsel

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Daniel J. Bursky

Mark Hayek

John Lawrence

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.			☐


			Page
About This Prospectus			1
About Us			2
Cautionary Note Regarding Forward-Looking Statements			3
Risk Factors			5
Use of Proceeds			6
Description of Debt Securities and Guarantees of Debt Securities			7
Description of Capital Stock			8
Description of Other Securities			14
Selling Securityholders			15
Plan of Distribution			16
Legal Matters			18
Experts			18
Where You Can Find More Information			18
Information Incorporated by Reference			19


SEC Registration Fee			$ *
Legal Fees and Expenses			**
Trustee Fees and Expenses			**
Accounting Fees and Expenses			**
Printing Expenses
Nasdaq and Other Listing Fees			**
Miscellaneous			**
Total			$**


Exhibit No.			Document
1.1*			Form of Underwriting or Purchase Agreement.

2.1			Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and SoftBank Group Corp. (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on April 30, 2018).

2.2			Amendment No. 1, dated as of July 26, 2019, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp. (incorporated by reference to Exhibit 2.2 to T-Mobile’s Current Report on Form 8-K filed with the SEC on July 26, 2019).

2.3			Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp., as amended (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on February 20, 2020).

2.4**			Membership Interest Purchase Agreement, dated as of September 6, 2022, by and among Sprint LLC, Sprint Communications LLC, and Cogent Infrastructure, Inc. (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on September 7, 2022).

4.1			Fifth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on April 1, 2020).

4.2			Seventh Amended and Restated Bylaws of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.2 to T-Mobile’s Current Report on Form 8-K filed with the SEC on April 1, 2020).

4.3			Proxy, Lock-Up and ROFR Agreement, dated as of April 1, 2020, by and between Deutsche Telekom AG and SoftBank Group Corp. (incorporated by reference to Exhibit 6 to the Schedule 13D with respect to T-Mobile filed with the SEC on April 2, 2020).

4.4			Specimen Common Stock Certificate (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to T-Mobile’s Form 8-A filed with the SEC on May 2, 2013).

4.5			Second Amended and Restated Stockholders’ Agreement, dated as of June 22, 2020, by and among Deutsche Telekom AG, SoftBank Group Corp. and T-Mobile US, Inc. (incorporated by reference to Exhibit 4.2 to T-Mobile’s Registration Statement on Form S-3 filed with the SEC on June 22, 2020).

4.6			Indenture, dated as of September 15, 2022, by and among T-Mobile USA, Inc., the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on September 15, 2022).

4.7*			Specimen Preferred Stock Certificate.

4.8*			Form of Warrant Agreement.

4.9*			Form of Rights Certificate.


Exhibit No.			Document
4.10*			Form of Rights Agreement.

4.11*			Form of Deposit Agreement.

4.12*			Form of Purchase Agreement.

4.13*			Form of Unit Agreement.

5.1†			Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

22.1†			List of Guarantor Subsidiaries.

23.1†			Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).

23.2†			Consent of Deloitte & Touche LLP.

24.1†			Powers of Attorney (included on the signature pages hereof).

25.1†			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture dated as of September 15, 2022.

107†			Filing Fee Table.


T-MOBILE US, INC.

By:	/s/ Peter Osvaldik
	Name:	Peter Osvaldik
	Title:	Chief Financial Officer


Name	Title	Date

/s/ Srinivasan Gopalan	President and Chief Executive Officer (Principal Executive Officer) and Director	April 30, 2026
Srinivasan Gopalan		April 30, 2026

/s/ Peter Osvaldik	Chief Financial Officer (Principal Financial Officer)	April 30, 2026
Peter Osvaldik	Chief Financial Officer (Principal Financial Officer)	April 30, 2026

/s/ Daniel J. Drobac	Vice President & Chief Accounting Officer (Principal Accounting Officer)	April 30, 2026
Daniel J. Drobac		April 30, 2026

/s/ Timotheus Höttges	Chairman of the Board of Directors	April 30, 2026
Timotheus Höttges	Chairman of the Board of Directors	April 30, 2026

/s/ Marcelo Claure	Director	April 30, 2026
Marcelo Claure	Director	April 30, 2026

/s/ Thomas Dannenfeldt	Director	April 30, 2026
Thomas Dannenfeldt	Director	April 30, 2026

/s/ Srikant M. Datar	Director	April 30, 2026
Srikant M. Datar	Director	April 30, 2026

/s/ Christian P. Illek	Director	April 30, 2026
Christian P. Illek	Director	April 30, 2026

/s/ James J. Kavanaugh	Director	April 30, 2026
James J. Kavanaugh	Director	April 30, 2026

/s/ Raphael Kübler	Director	April 30, 2026
Raphael Kübler	Director	April 30, 2026

Exact name of registrant as specified in its charter⁽¹⁾

State or other
jurisdiction of
incorporation or
organization

I.R.S. Employer
Identification
Number

Sprint Capital Corporation

Sprint Communications LLC

Sprint LLC

SEC Form S-3ASR filed by T-Mobile US Inc.