Free Writing Prospectus (Form FWP)

2033 Notes

2035 Notes

2056 Notes

Principal Amount:

$800,000,000

$1,000,000,000

$1,000,000,000

Title of Securities:

4.625% Senior Notes due 2033

4.950% Senior Notes due 2035

5.700% Senior Notes due 2056

Final Maturity Date:

January 15, 2033

November 15, 2035

January 15, 2056

Public Offering Price:

99.875% of principal amount, plus accrued and unpaid interest, if any, from October 9, 2025

99.663% of principal amount, plus accrued and unpaid interest, if any, from October 9, 2025

99.326% of principal amount, plus accrued and unpaid interest, if any, from October 9, 2025

Coupon:

4.625%

4.950%

5.700%

Yield-to-Maturity:

4.642%

4.992%

5.745%

Spread over Reference Treasury:

+70 bps

+83 bps

+98 bps

Reference Treasury:

3.875% UST due September 30, 2032

4.250% UST due August 15, 2035

4.750% UST due May 15, 2055

Reference Treasury Yield:

3.942%

4.162%

4.765%

Gross Proceeds Before Expenses:

$799,000,000

$996,630,000

$993,260,000

Net Proceeds Before Expenses:

$796,600,000

$992,880,000

$986,260,000

CUSIP/ISIN Numbers:

CUSIP: 87264A DW2

ISIN: US87264ADW27

CUSIP: 87264A DX0

ISIN: US87264ADX00

CUSIP: 87264A DY8

ISIN: US87264ADY82

Issuer:

T-Mobile USA, Inc., a Delaware corporation

Optional Redemption:

Prior to the applicable Par Call Date with respect to each series of Notes, the Issuer may redeem the Notes of such series at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i)

100% of the principal amount of the Notes to be redeemed; and

(ii)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming that such Notes matured on their applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points in the case of the 2033 Notes, 15 basis points in the case of the 2035 Notes and 15 basis points in the case of the 2056 Notes less (b) unpaid interest accrued to the date of redemption (any excess of the amount described in this bullet point over the amount described in the immediately preceding bullet point, the "Make-Whole Premium");

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the applicable Par Call Date with respect to each series of Notes, the Issuer may redeem the Notes of such series, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary's procedures) at least 10 days but not more than 60 days before the redemption date to each holder of notes to be redeemed.

"Par Call Date" with respect to the applicable Series means:

Series

Par Call Date

2033 Notes

November 15, 2032

2035 Notes

August 15, 2035

2056 Notes

July 15, 2055

Interest Payment Dates:

January 15 and July 15, commencing July 15, 2026 in the case of the 2033 Notes

May 15 and November 15, commencing May 15, 2026 in the case of the 2035 Notes

January 15 and July 15, commencing July 15, 2026 in the case of the 2056 Notes

Record Dates:

January 1 and July 1 in the case of the 2033 Notes

May 1 and November 1 in the case of the 2035 Notes

January 1 and July 1 in the case of the 2056 Notes

Underwriters:

Joint Book-Running Managers:

Barclays Capital Inc.

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Wells Fargo Securities, LLC

BNP Paribas Securities Corp.

Mizuho Securities USA LLC

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

Commerz Markets LLC

Credit Agricole Securities (USA) Inc.

Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Santander US Capital Markets LLC

SMBC Nikko Securities America, Inc.

SG Americas Securities, LLC

TD Securities (USA) LLC

Truist Securities, Inc.

UBS Securities LLC

U.S. Bancorp Investments, Inc.

Co-Managers:

ING Financial Markets LLC

NatWest Markets Securities Inc.

PNC Capital Markets LLC

Scotia Capital (USA) Inc.

Trade Date:

October 6, 2025

Settlement Date:

October 9, 2025 (T+3)

We expect that delivery of the Notes will be made to investors on or about October 9, 2025, which will be the third business day following the date of this pricing supplement (such settlement being referred to as "T+3"). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than one business day prior to the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.

Form of Offering:

SEC Registered (Registration No. 333-271553)

Denominations:

$2,000 and integral multiples of $1,000