02/12/2026 | Press release | Distributed by Public on 02/12/2026 15:40
Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated February 12, 2026
Registration No. 333-271553
Pricing Term Sheet
T-MOBILE USA, INC.
€2,500,000,000
3.200% Senior Notes due 2032 (the "2032 Notes")
3.625% Senior Notes due 2035 (the "2035 Notes")
3.900% Senior Notes due 2038 (the "2038 Notes" and, together with the 2032 Notes and the 2035 Notes, the "Notes")
Pricing Supplement, dated February 12, 2026, to Preliminary Prospectus Supplement, dated February 12, 2026 (the "Preliminary Prospectus Supplement"), of T-Mobile USA, Inc. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement only to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Supplement but not defined herein have the meanings given them in the Preliminary Prospectus Supplement.
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| 2032 Notes | 2035 Notes | 2038 Notes | ||||
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Principal Amount: |
€750,000,000 | €750,000,000 | €1,000,000,000 | |||
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Title of Securities: |
3.200% Senior Notes due 2032 | 3.625% Senior Notes due 2035 | 3.900% Senior Notes due 2038 | |||
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Final Maturity Date: |
February 19, 2032 | February 19, 2035 | February 19, 2038 | |||
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Public Offering Price: |
99.823% of principal amount, plus accrued and unpaid interest, if any, from February 19, 2026 | 99.902% of principal amount, plus accrued and unpaid interest, if any, from February 19, 2026 | 99.511% of principal amount, plus accrued and unpaid interest, if any, from February 19, 2026 | |||
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Coupon: |
3.200% | 3.625% | 3.900% | |||
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Yield-to-Maturity: |
3.233% | 3.638% | 3.952% | |||
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Mid-Swap Yield: |
2.533% | 2.738% | 2.902% | |||
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Spread to Mid-Swap Yield: |
+70 bps | +90 bps | +105 bps | |||
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Benchmark: |
0.000% DBR due February 15, 2032 | 2.500% DBR due February 15, 2035 | 4.000% DBR due January 4, 2037 | |||
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Benchmark Yield: |
2.441% | 2.712% | 2.870% | |||
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Spread to Benchmark: |
+79.2 bps | +92.6 bps | +108.2 bps | |||
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Gross Proceeds Before Expenses: |
€748,672,500 | €749,265,000 | €995,110,000 | |||
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Net Proceeds Before Expenses: |
€746,797,500 | €746,827,500 | €991,410,000 | |||
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ISIN Numbers / Common Codes: |
ISIN: XS3298843684 Common Code: 329884368 |
ISIN: XS3298843924 Common Code: 329884392 |
ISIN: XS3298844146 Common Code: 329884414 |
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Terms Applicable to All Notes |
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Issuer: |
T-Mobile USA, Inc., a Delaware corporation |
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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, not including any portion of these payments of interest accrued as of the date of which the notes are to be redeemed, discounted to the redemption date (assuming that such Notes matured on their applicable Par Call Date) on an annual basis (ACTUAL / ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 15 basis points in the case of the 2032 Notes, 15 basis points in the case of the 2035 Notes and 20 basis points in the case of the 2038 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. "Par Call Date" with respect to the applicable Series means: |
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Series |
Par Call Date |
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| 2032 Notes | December 19, 2031 | |||
| 2035 Notes | November 19, 2034 | |||
| 2038 Notes | November 19, 2037 |
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Clearing and Settlement: |
Euroclear / Clearstream |
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Anticipated Listing: |
The Nasdaq Bond Exchange |
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Interest Payment Dates: |
Annually on February 19, commencing February 19, 2027 |
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Record Dates: |
The Business Day immediately preceding each interest payment date. |
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Underwriters: |
Joint Book-Running Managers: Barclays Bank PLC BNP PARIBAS Crédit Agricole Corporate and Investment Bank Goldman Sachs & Co. LLC Morgan Stanley & Co. International plc Banco Santander, S.A. Citigroup Global Markets Limited Commerzbank Aktiengesellschaft Deutsche Bank AG, London Branch ING Bank N.V. Belgian Branch |
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J.P. Morgan Securities plc Mizuho International plc MUFG Securities EMEA plc NatWest Markets Plc PNC Capital Markets LLC RBC Europe Limited Scotiabank (Ireland) Designated Activity Company SMBC Bank International plc Société Générale TD Global Finance unlimited company Truist Securities, Inc. UBS AG London Branch U.S. Bancorp Investments, Inc. Wells Fargo Securities International Limited Co-Managers: Canadian Imperial Bank of Commerce, London Branch |
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Trade Date: |
February 12, 2026 | |
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Settlement Date: |
February 19, 2026 We expect that delivery of the Notes will be made to investors on or about February 19, 2026, which will be the fifth London business day and fourth New York business day following the date of this pricing supplement. Under the E.U. Central Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. Also, 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 to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. |
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Form of Offering: |
SEC Registered (Registration No. 333-271553) | |
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Denominations: |
€100,000 and integral multiples of €1,000 | |
The Issuer has filed a registration statement (Registration No. 333-271553) (including a Prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus in that registration statement, the related Preliminary Prospectus Supplement and other documents the Issuer has filed with the SEC, for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, the underwriters or any dealer participating in the offering will arrange to send you the Prospectus and related Preliminary Prospectus Supplement if you request it by contacting Barclays Bank PLC, 1 Churchill Place, London E14 5HP, United Kingdom, Telephone: +1-888-603-5847, Email: [email protected]; BNP PARIBAS, 16, boulevard des Italiens 75009 Paris, France, Attention: Debt Syndicate Desk, Email: [email protected], Telephone: (toll-free) +1-800-854-5674; Crédit Agricole Corporate and Investment Bank, Broadwalk House 5 Appold Street, London EC2A 2DA, United Kingdom, Email: [email protected]; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, Telephone: +1-866-471-2526, Email: [email protected] or Morgan Stanley & Co. International plc, Telephone: +1-866-718-1649.
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Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 has been prepared as not available to retail in EEA.
Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 as it forms part of UK domestic law has been prepared as not available to retail in the UK.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers and other notices were automatically generated as a result of this communication being sent via Bloomberg or another communication system.
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