v3.26.3
Business Combinations
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations
Note 2 – Business Combinations

Acquisition of Ka’ena Corporation

On March 9, 2023, we entered into a merger and unit purchase agreement (the “Merger and Unit Purchase Agreement”) for the acquisition of 100% of the outstanding equity of Ka’ena Corporation and its subsidiaries, including, among others, Mint Mobile LLC (collectively, “Ka’ena”), for a maximum purchase price of $1.35 billion to be paid out 39% in cash and 61% in shares of T-Mobile common stock (the “Ka’ena Acquisition”). On March 13, 2024, we entered into Amendment No. 1 to the Merger and Unit Purchase Agreement, which amended, among other things, certain mechanics of the payment of the purchase consideration for the Ka’ena Acquisition, which resulted in a nominal increase in the percentage of cash compared to shares of T-Mobile common stock to be paid out as part of the total purchase price.

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on May 1, 2024 (the “Ka’ena Acquisition Date”), we completed the Ka’ena Acquisition, and as a result, Ka’ena became a wholly owned subsidiary of T-Mobile. Concurrently, and as agreed upon through the Merger and Unit Purchase Agreement, T-Mobile and Ka’ena entered into certain separate transactions, including the effective settlement of the preexisting wholesale arrangement between T-Mobile and Ka’ena and agreements with certain of the sellers to provide services to T-Mobile during the post-acquisition period.

In accordance with the terms of the Merger and Unit Purchase Agreement, the total purchase price consists of an upfront payment made on the Ka’ena Acquisition Date and an earnout, which was paid on October 9, 2026. 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.

Based on the amount of the adjusted upfront payment, an additional $420 million in future cash and T-Mobile common stock is payable in satisfaction of the earnout, including the replacement of equity awards of certain Ka’ena employees, related to:

•$251 million for the acquired Ka’ena business; and
•$169 million for services provided to T-Mobile by certain sellers during the post-acquisition period.

As of September 30, 2026 and December 31, 2025, $251 million and $242 million, respectively, of liabilities for deferred earnout consideration for the acquired Ka’ena business and $169 million and $157 million, respectively, of liabilities for post-acquisition services are presented within current liabilities on our Condensed Consolidated Balance Sheets.

Subsequent to September 30, 2026, on October 9, 2026, we transferred $164 million in cash and 1,510,371 shares of T-Mobile common stock in satisfaction of our $420 million earnout obligation. The number of shares of T-Mobile common stock transferred was determined based on the 20 trading day volume-weighted average price as of October 6, 2026, and we withheld 102,164 shares for associated tax obligations.

Acquisition of UScellular Wireless Business

On May 24, 2024, we entered into a securities purchase agreement with United States Cellular Corporation (“UScellular”), Telephone and Data Systems, Inc. and USCC Wireless Holdings, LLC for the acquisition of substantially all of UScellular’s wireless operations and select AWS, PCS, 600 MHz, 700 MHz and other spectrum assets for an aggregate purchase price of approximately $4.4 billion, payable in cash and the assumption of up to $2.0 billion of debt through exchange offers to certain UScellular debtholders.

On May 23, 2025, we launched exchange offers (the “Exchange Offers”) for any and all of certain outstanding senior notes of UScellular for new notes of T-Mobile with the same interest rate, interest payment dates, maturity dates and redemption terms as each corresponding series of senior notes of UScellular.
On July 22, 2025, we entered into three separate asset purchase agreements for the acquisition of substantially all of the wireless operations assets (together with UScellular’s wireless operations and select spectrum assets, the “UScellular Wireless Business”) of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership and Iowa RSA No. 12 Limited Partnership (collectively, the “Iowa Entities”) for an aggregate purchase price of $175 million payable in cash. Prior to our acquisition of the Iowa Entities, UScellular held a minority interest in each of the Iowa Entities.

On August 1, 2025, upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals (the “UScellular Acquisition Date”), we completed the acquisition of the UScellular Wireless Business (the “UScellular Acquisition”), and as a result, the UScellular Wireless Business became wholly owned by T-Mobile. In exchange, on the UScellular Acquisition Date, we transferred cash of $2.8 billion. Additionally, the closing of the UScellular Acquisition obligated us to execute the Exchange Offers. UScellular senior notes with an aggregate outstanding principal balance of $1.7 billion were subsequently exchanged for T-Mobile notes in the Exchange Offers on August 5, 2025. The obligation to execute the Exchange Offers was recorded as debt assumed in the UScellular Acquisition with an aggregate assigned fair value of $1.7 billion.

Consideration Transferred

The acquisition-date fair value of consideration transferred in the UScellular Acquisition is comprised of the following:
(in millions)August 1, 2025
Fair value of cash paid on the UScellular Acquisition Date, as adjusted$2,770 
Fair value of T-Mobile replacement equity awards attributable to pre-combination service44 
Total fair value of consideration exchanged$2,814 

Fair Value of Assets Acquired and Liabilities Assumed

We accounted for the UScellular Acquisition as a business combination. The identifiable assets acquired and liabilities assumed of the UScellular Wireless Business were recorded at their fair values as of the UScellular Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the UScellular Acquisition Date required the use of judgment regarding estimates and assumptions. For the fair values of the assets acquired and liabilities assumed, we used the cost, income and market approaches.
The following table summarizes the assigned fair values for each class of assets acquired and liabilities assumed at the UScellular Acquisition Date, including immaterial adjustments based on information identified during the measurement period, which closed on July 31, 2026. We retained the services of certified valuation specialists to assist with assigning values to certain acquired assets and liabilities assumed.
(in millions)August 1, 2025
Cash and cash equivalents$12 
Accounts receivable317 
Equipment installment plan receivables503 
Inventory129 
Prepaid expenses63 
Other current assets33 
Property and equipment1,451 
Operating lease right-of-use assets (1)
1,199 
Goodwill206 
Spectrum licenses1,730 
Other intangible assets407 
Equipment installment plan receivables due after one year388 
Deferred tax assets23 
Other assets125 
Total assets acquired6,586 
Accounts payable and accrued liabilities295 
Deferred revenue275 
Short-term operating lease liabilities (1)
179 
Other current liabilities114 
Long-term debt (2)
1,653 
Operating lease liabilities (1)
1,029 
Other long-term liabilities227 
Total liabilities assumed3,772 
Total consideration transferred$2,814 
(1)Includes $749 million, $51 million and $698 million of Operating lease right-of-use assets, Short-term operating lease liabilities and Operating lease liabilities, respectively, for towers associated with the UScellular master license agreement where we were not leasing tower space prior to the UScellular Acquisition Date.
(2)The obligation to execute the Exchange Offers was recorded as debt assumed in the UScellular Acquisition with an aggregate assigned fair value of $1.7 billion.

Intangible Assets

Goodwill was assigned to our Wireless segment and has an assigned value of $206 million, which represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed. The assigned goodwill recognized includes synergies expected to be achieved from the operations of the combined company, the assembled workforce of UScellular and intangible assets that do not qualify for separate recognition. Of the total assigned amount of goodwill resulting from the UScellular Acquisition of $206 million, the amount deductible for tax purposes is $181 million. Expected synergies from the UScellular Acquisition include the cost savings from the planned integration of network infrastructure, facilities, personnel and systems.

Acquisition of Vistar Media Inc.

On December 20, 2024, we entered into an agreement and plan of merger for the acquisition of 100% of the outstanding capital stock of Vistar Media Inc. (“Vistar”), a provider of technology solutions for digital-out-of-home advertisements (the “Vistar Acquisition”).

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on February 3, 2025 (the “Vistar Acquisition Date”), we completed the Vistar Acquisition, and as a result, Vistar became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $621 million. A portion of the payment made on the Vistar Acquisition Date was for the settlement of preexisting relationships with Vistar and is excluded from the fair value of consideration transferred.
Fair Value of Assets Acquired and Liabilities Assumed

We have accounted for the Vistar Acquisition as a business combination. The identifiable assets acquired and liabilities assumed from Vistar were recorded at their fair values as of the Vistar Acquisition Date and consolidated with those of T-Mobile. Assigning fair values to the assets acquired and liabilities assumed at the Vistar Acquisition Date required the use of judgment regarding estimates and assumptions. For the fair values of the assets acquired and liabilities assumed, we used the cost and income approaches.

The following table summarizes the assigned fair values for each class of assets acquired and liabilities assumed at the Vistar Acquisition Date, including immaterial adjustments based on information identified during the measurement period, which closed on February 2, 2026.
(in millions)February 3, 2025
Cash and cash equivalents$42 
Accounts receivable157 
Prepaid expense and other current assets2 
Property and equipment1 
Operating lease right-of-use assets1 
Goodwill341 
Other intangible assets264 
Total assets acquired808 
Accounts payable and accrued liabilities128 
Deferred revenue1 
Deferred tax liabilities59 
Operating lease liabilities2 
Total liabilities assumed190 
Total consideration transferred$618 

Acquisition of Blis Holdco Limited

On February 18, 2025, we entered into a share purchase agreement for the acquisition of 100% of the outstanding capital stock of Blis Holdco Limited (“Blis”), a provider of advertising solutions (the “Blis Acquisition”).

Upon the completion of certain customary closing conditions, including the receipt of certain regulatory approvals, on March 3, 2025 (the “Blis Acquisition Date”), we completed the Blis Acquisition, and as a result, Blis became a wholly owned subsidiary of T-Mobile. In exchange, we transferred cash of $180 million. A portion of the payment made on the Blis Acquisition Date was for the settlement of preexisting relationships with Blis and is excluded from the fair value of consideration transferred.

We have accounted for the Blis Acquisition as a business combination. The fair value of consideration transferred as of the Blis Acquisition Date totaled $174 million. The identifiable assets acquired and liabilities assumed from Blis were recorded at their fair values as of the Blis Acquisition Date and consolidated with those of T-Mobile. The assigned fair values of total assets acquired were $263 million, including goodwill of $103 million, and total liabilities assumed were $89 million at the Blis Acquisition Date. These amounts reflect immaterial adjustments based on information identified during the measurement period, which closed on March 2, 2026.