T-Mobile US Inc美股招股说明书(2026-02-12版)

% Senior Notes due 20% Senior Notes due 20% Senior Notes due 20 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 Delawarecorporation (“T-Mobile US” or “Parent”) is offering €aggregate principal amount of its% Senior Notes due 20(the “20Notes”),€aggregate principal amount of its% Senior Notes due 20(the “20Notes”) and €aggregate principal amount of its% Senior (the “20Notes”). In this prospectus supplement, the term “Notes” collectively refers to the 20Notes, the 20Notes and the 20Notes. We intend to use the net proceeds from this offering for general corporate purposes, which may include among other things, share repurchases, anydividends declared by Parent’s Board of Directors and refinancing of existing indebtedness on an ongoing basis. See “Use of Proceeds.”The 20Notes will bear interest at a rate of% per year and mature on, 20. The 20Notes will bear interest at a rate of% per year and mature on, 20. The 20Notes will bear interest at a rate of% per year and mature on, 20. Interest on the 20Notes will be paidannually in arrears on, commencing, 2027. Interest on the 20Notes will be paid annually in arrears on, commencing,2027. Interest on the 20Notes will be paid annually in arrears on, commencing, 2027. See “Description of Notes—Brief Description ofthe 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% ofthe principal amount of such Notes being redeemed and a “make whole” premium and (ii)on or after the applicable date indicated in the table below at a priceequal to 100% of the principal amount of such Notes being redeemed; plus, in the case of both (i)and (ii), accrued and unpaid interest, if any, to, but notincluding, the redemption date, as described in this prospectus supplement. In addition, the Notes will be redeemable if certain events occur involving UnitedStates taxation. The Issuer’s obligations under the Notes will be guaranteed (such guarantees, the “Guarantees”) (i) initially by T-Mobile US and each wholly-ownedsubsidiary of the Issuer that is not an Excluded Subsidiary (as defined herein) and is an obligor of the Credit Agreement (as defined herein) and (ii)by any futuredirect or indirect subsidiary of T-Mobile US that is not a subsidiary of the Issuer or any other guarantor that owns capital stock of the Issuer. However, aguarantor will be automatically and unconditionally released from its obligations in respect of the Notes of any series if, immediately following such release andany concurrent releases of other guarantees of the subsidiary guarantors, the aggregate principal amount of indebtedness for borrowed money of non-guarantorsubsidiaries that are not Excluded Subsidiaries (excluding any indebtedness under any Permitted Receivables Financing (as defined herein) and any indebtednessof an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary (as defined herein)) thatwould remain incurred or issued and outstanding would not exceed $2,000.0million. See “Description of Notes—Brief Description of the Notes and the NoteGuarantees—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 anyfuture indebtedness of the Issuer or any guarantor to the extent that such future indebtedness provides by its terms that it is subordinated in right of payment tothe Notes and the Guarantees; will be equal in right of payment with any of the Issuer’s and the guarantors’ existing and future indebtedness and other liabilitiesthat are not by their terms subordinated in right of payment to the Notes, including, without limitation, obligations under the Credit Agreement, the ExistingT-Mobile Unsecured Notes, the Existing Sprint Unsecured Notes and the Tower Obligations (each as defined herein); will be effectively subordinated to allexisting and future secured indebtedness of the Issuer or any guarantor, in each case to the extent of the value of the assets securing such indebtedness; and willbe structurally subordinated to all of the liabilities and other 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 (as defined herein), factoring arrangements and towerobligations. 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 pageS-9 of this prospectus supplement. You should also consider the risk factors described in the doc