The computation of basic and diluted earnings per share was as follows:


	Year Ended December 31,
(in millions, except shares and per share amounts)		2025		2024		2023

Net income		$	10,992	$	11,339	$	8,317


Weighted-average shares outstanding – basic (1) (2)		1,127,984,348		1,169,195,373		1,185,121,562
Effect of dilutive securities:
Outstanding stock options, unvested stock awards and SoftBank contingent consideration (1) (2)		3,091,903		4,018,525		15,164,702

Weighted-average shares outstanding – diluted		1,131,076,251		1,173,213,898		1,200,286,264

Earnings per share – basic		$	9.75	$	9.70	$	7.02
Earnings per share – diluted		$	9.72	$	9.66	$	6.93

Potentially dilutive securities:
Outstanding stock options and unvested stock awards		77,805		25,652		148,537
Ka’ena Acquisition earnout (3)		—		750,162		—

(1) For year ended December 31, 2025, the weighted-average number of shares issuable related to the Ka’ena Acquisition earnout (“Ka’ena Shares”) are included in our calculations of basic and diluted weighted-average shares outstanding based on the 20 trading day volume-weighted average price as of December 31, 2025, as further described below.

(2) During 2023, the SoftBank Specified Shares (as defined below) were issued and included in our calculations of basic and diluted weighted-average shares outstanding as further described below.

(3) Represents the Ka’ena Shares that were contingently issuable based on achievement of specified performance indicators from the Ka’ena Acquisition closing date of May 1, 2024, based on the maximum number of shares contingently issuable for the earnout and 20 trading day volume-weighted average price as of December 31, 2024.

As of December 31, 2025, we had authorized 100 million shares of preferred stock, with a par value of $0.00001 per share. There was no preferred stock outstanding as of December 31, 2025 and 2024. Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive.

The Ka’ena Shares were previously contingent consideration for the Ka’ena Acquisition. On June 30, 2025, we amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of $1.35 billion and the upfront payment, as adjusted, and removed the requirement for Ka’ena to achieve specified performance indicators. The Ka’ena Shares issuable are included in the calculation of basic and diluted weighted-average shares outstanding for the year ended December 31, 2025. The Ka’ena Shares are expected to be issued after the Ka’ena Acquisition earnout payment date.

On February 20, 2020, T-Mobile, SoftBank and DT entered into a letter agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, an aggregate of 48,751,557 shares of T-Mobile common stock (the “SoftBank Specified Shares”) were contingently issuable from the Sprint Merger date of April 1, 2020. The SoftBank Specified Shares was determined to be contingent consideration for the Sprint Merger and was not dilutive until the defined volume-weighted average price per share was reached.

The issuance of the SoftBank Specified Shares was contingent on the trailing 45-trading day volume-weighted average (“VWAP”) per share of T-Mobile common stock on the NASDAQ Global Select Market being equal to or greater than $150.00 (the “Threshold Price”), at any time during the period commencing on April 1, 2022, and ending on December 31, 2025 (the “Measurement Period”). In accordance with the terms of the Letter Agreement, the Threshold Price was subject to downward adjustment by the per share amount of any cash dividends or other cash distributions declared or paid on our common stock during the Measurement Period.

As of the close of trading on December 22, 2023, the 45-trading day VWAP exceeded $149.35, the then-current Threshold Price, and the Company delivered the SoftBank Specified Shares to SoftBank in accordance with the Letter Agreement on December 28, 2023, by reissuing Company treasury shares. Upon reissuance of treasury shares, the Company recorded a reclassification from Treasury shares to Additional paid-in capital of $6.9 billion, calculated based on the cost of treasury shares reissued.