T-Mobile US Inc美股招股说明书(2026-01-09版)

T-Mobile USA, Inc.$1,150,000,000 5.000% Senior Notes due 2036$850,000,000 5.850% Senior Notes due 2056 T-Mobile USA, Inc., a Delaware corporation (“T-Mobile USA” or the “Issuer”) and a direct wholly-owned subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile US” or “Parent”) isoffering $1,150,000,000 aggregate principal amount of its 5.000% Senior Notes due 2036 (the “2036 Notes”) and $850,000,000 aggregate principal amount of its 5.850% Senior Notes due 2056 (the“2056 Notes”). In this prospectus supplement, the term “Notes” collectively refers to the 2036 Notes and the 2056 Notes. We intend to use the net proceeds from this offering for refinancing existing indebtedness on an ongoing basis, or other general corporate purposes. See “Use of Proceeds.” The 2036 Notes will bear interest at a rate of 5.000% per year and mature on February 15, 2036. The 2056 Notes will bear interest at a rate of 5.850% per year and mature on February 15, 2056.Interest on the 2036 Notes will be paid on each February 15 and August 15, commencing August15, 2026. Interest on the 2056 Notes will be paid on each February 15 and August 15, commencingAugust 15, 2026. See “Description of Notes—Brief Description of the Notes and the Note Guarantees—Principal, Maturity and Interest.” There is no sinking fund for the Notes. Some or all of the Notes are permitted to be redeemed (i)at any time prior to the applicable date indicated in the table below at a price equal to 100% of the principal amount of such Notes beingredeemed and a “make whole” premium and (ii)on or after the applicable date indicated in the table below at a price equal to 100% of the principal amount of such Notes being redeemed; plus, in the caseof both (i)and (ii), accrued and unpaid interest, if any, to, but not including, the redemption date, as described in this prospectus supplement: November15, 2035August15, 2055 2036 Notes2056 Notes The Issuer’s obligations under the Notes will be guaranteed (such guarantees, the “Guarantees”) (i) initially by T-Mobile US and each wholly-owned subsidiary of the Issuer that is not an ExcludedSubsidiary (as defined herein) and is an obligor of the Credit Agreement (as defined herein) and (ii)by any future direct or indirect subsidiary of T-Mobile US that is not a subsidiary of the Issuer or anyother guarantor that owns capital stock of the Issuer. However, a guarantor will be automatically and unconditionally released from its obligations in respect of the Notes of any series if, immediatelyfollowing such release and any concurrent releases of other guarantees of the subsidiary guarantors, the aggregate principal amount of indebtedness for borrowed money of non-guarantor subsidiaries thatare not Excluded Subsidiaries (excluding any indebtedness under any Permitted Receivables Financing (as defined herein) and any indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof)under the Credit Agreement or Permitted Receivables Financing Subsidiary (as defined herein)) that would remain incurred or issued and outstanding would not exceed $2,000.0million. See “Descriptionof Notes—Brief Description of the Notes and the Note Guarantees—The Note Guarantees.” The Notes and the Guarantees will be the Issuer’s and the guarantors’ unsubordinated unsecured obligations; will be senior in right of payment to any future indebtedness of the Issuer or anyguarantor to the extent that such future indebtedness provides by its terms that it is subordinated in right of payment to the Notes and the Guarantees; will be equal in right of payment with any of theIssuer’s and the guarantors’ existing and future indebtedness and other liabilities that are not by their terms subordinated in right of payment to the Notes, including, without limitation, obligations underthe Credit Agreement, the Existing T-Mobile Unsecured Notes, the Existing Sprint Unsecured Notes and the Tower Obligations (each as defined herein); will be effectively subordinated to all existing andfuture secured indebtedness of the Issuer or any guarantor, in each case to the extent of the value of the assets securing such indebtedness; and will be structurally subordinated to all of the liabilities andother obligations of the subsidiaries of T-Mobile US that are not obligors with respect to the Notes, including the Existing ABS Notes (as defined herein), the Existing Sprint Spectrum-Backed Notes (asdefined herein), factoring arrangements and tower obligations. This prospectus supplement includes additional information on the terms of the Notes, including redemption prices and covenants. See “Description of Notes.” Investing in the Notes involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement. You should also consider the risk factorsdescribed in the documents incorporated by reference in this prospectus supplement. Public Offering PriceTotal (1)Plus accrued interest, if any, on the 2036 Notes from January 12, 2026, if settlement oc