T-Mobile US (TMUS) risk factors, FY2025 10-K

T-Mobile US's FY2025 10-K, filed Feb 11, 2026, lists 25 risk factors in 4 groups. Against the prior year's 26: 1 dropped, 13 substantially reworded.

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Risk factors listed
254 groups
New this year
0vs 26 last year
Dropped
1since the prior 10-K
Substantially reworded
13of those kept
Section length
10k wordsItem 1A

What the changes say

  • UScellular Wireless Business acquisition is now a central transaction risk, including integration and spectrum-related exposure.
  • Risk discussion broadens to tax-law changes, deferred tax balances, tariffs, trade restrictions, currencies, and immigration policies.
  • New T-Mobile Visa, CEO transition, and enterprise-wide restructurings are now explicit business execution considerations.
  • The prior FCC subsidy and regulatory-compliance risk is no longer listed.

What changed since the prior 10-K

Dropped

  • DroppedRisks Related to Legal and Regulatory Matters

    Further, government funded programs may be discontinued due to ongoing legal challenges to the FCC’s funding mechanism, which could result in the reduction in subsidies for low-income customers and the associated revenue

Reworded

  • 75% rewrittenRisks Related to Legal and Regulatory Matters

    Our business may be impacted by new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations

    Broadens the risk from product-and-service taxes to changing tax rates, liabilities, deferred-tax balances, interpretations, and enforcement.

  • 72% rewrittenRisks Related to Our Business

    Economic, political, and market conditions may adversely affect our business, financial condition, and operating results

    Adds tariffs, trade restrictions, currency fluctuations, and immigration policies; reframes industry population risk around immigrant-population growth.

  • 52% rewrittenRisks Related to Our Business

    Any acquisition, investment, joint venture, merger, or divestiture may subject us to significant risks, any of which may harm our business

    Now identifies the August 1, 2025 UScellular Wireless Business acquisition and explicitly includes spectrum acquisitions.

    Was: Any acquisition, divestiture, investment, joint venture or merger may subject us to significant risks, any of which may harm our business

  • 52% rewrittenRisks Related to Our Business

    If we do not successfully deliver new products and services, we may not realize our intended growth targets or generate the expected returns from our business, adversely affecting our financial condition and operating results

    Adds the T-Mobile Visa credit card and financial products to newer offerings, while no longer expressly mentioning unfamiliar regulations or customer-relationship damage.

  • 47% rewrittenRisks Related to Our Business

    If we fail to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies, our competitive position and financial performance could be materially harmed

    No substantive change; the discussion still focuses on integrating emerging technologies, legacy systems, disparate data, and third-party AI tools.

  • 43% rewrittenRisks Related to Our Business

    We rely on highly skilled personnel throughout all levels of our business. Our business could be harmed if we are unable to retain or motivate key personnel, hire a sufficient number of qualified new personnel, or maintain our corporate culture

    Adds Sievert’s November 2025 CEO retirement, Gopalan’s appointment, other leadership changes, and enterprise-wide restructurings.

  • 41% rewrittenRisks Related to Our Business

    We rely on third parties to provide products and services for the operation of our business, and the failure or inability of such parties to provide these products or services could adversely affect our business, financial condition, and operating results

    References change from wireless or wireline infrastructure to wireless or fiber infrastructure; supplier concentration and termination risks remain.

  • 40% rewrittenRisks Related to Our Business

    If we fail to adopt and deploy emerging network technologies in a timely and effective manner, our competitive position could erode, which may adversely affect our business, financial condition, and operating results

    Adds competitors’ marketing, branding, and third-party network-performance recognition as differentiation methods; removes explicit development delays, regulatory hurdles, and supply constraints.

    Was: If we fail to timely adopt and effectively deploy emerging network technologies, our competitive position could erode, which may adversely affect our business, financial condition, and operating results

  • 37% rewrittenRisks Related to Legal and Regulatory Matters

    Laws and regulations relating to the handling of privacy, data protection, and AI may result in increased costs, legal claims, fines, or reputational damage

    Was: Laws and regulations relating to the handling of privacy, data protection and AI may result in increased costs, legal claims, fines against us, or reputational damage

  • 35% rewrittenRisks Related to Our Business

    We operate in a highly competitive industry. If we are unable to attract and retain customers, our business, financial condition, and operating results could be negatively affected

    Was: We operate in a highly competitive industry. If we are unable to attract and retain customers, our business, financial condition, and operating results would be negatively affected

  • 35% rewrittenRisks Related to Legal and Regulatory Matters

    Compliance with the current regulatory framework, including our national security obligations, and any changes in regulations or in the regulatory framework under which we operate could adversely affect our business, financial condition, and operating results

    Was: Changes in regulations or in the regulatory framework under which we operate could adversely affect our business, financial condition, and operating results

  • 26% rewrittenRisks Related to Our Business

    The scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use, may adversely affect our business, financial condition, and operating results

  • 24% rewrittenRisks Related to Legal and Regulatory Matters

    We offer regulated financial services products. These products expose us to a wide variety of state and federal regulations

All 25 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01We operate in a highly competitive industry. If we are unable to attract and retain customers, our business, financial condition, and operating results could be negatively affected35% rewritten
  2. 02We have experienced cyberattacks and may experience disruptions, data loss and other security breaches, whether directly or indirectly through third parties whose products and services we rely on in operating our business
  3. 03If we fail to adopt and deploy emerging network technologies in a timely and effective manner, our competitive position could erode, which may adversely affect our business, financial condition, and operating results40% rewritten
  4. 04If we fail to effectively execute our digital transformation and drive customer and employee adoption of emerging technologies, our competitive position and financial performance could be materially harmed47% rewritten
  5. 05We rely on highly skilled personnel throughout all levels of our business. Our business could be harmed if we are unable to retain or motivate key personnel, hire a sufficient number of qualified new personnel, or maintain our corporate culture43% rewritten
  6. 06System failures and business disruptions may prevent us from providing reliable service, which could materially and adversely affect our reputation and financial condition
  7. 07The scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use, may adversely affect our business, financial condition, and operating results26% rewritten
  8. 08Any acquisition, investment, joint venture, merger, or divestiture may subject us to significant risks, any of which may harm our business52% rewritten
  9. 09Economic, political, and market conditions may adversely affect our business, financial condition, and operating results72% rewritten
  10. 10If we do not successfully deliver new products and services, we may not realize our intended growth targets or generate the expected returns from our business, adversely affecting our financial condition and operating results52% rewritten
  11. 11We rely on third parties to provide products and services for the operation of our business, and the failure or inability of such parties to provide these products or services could adversely affect our business, financial condition, and operating results41% rewritten
  12. 12Sociopolitical volatility and polarization may adversely affect our business operations and reputation

Risks Related to Our Indebtedness

  1. 13Our substantial level of indebtedness could adversely affect our business flexibility and ability to service our debt and could increase our borrowing costs
  2. 14Changes in credit market conditions and other factors could adversely affect our ability to raise debt favorably

Risks Related to Legal and Regulatory Matters

  1. 15Failure to maintain effective internal control over financial reporting could impair our compliance with Section 404 of the Sarbanes-Oxley Act, which could lead to material misstatements in our financial statements and adversely affect our operations and reputation
  2. 16Compliance with the current regulatory framework, including our national security obligations, and any changes in regulations or in the regulatory framework under which we operate could adversely affect our business, financial condition, and operating results35% rewritten
  3. 17Laws and regulations relating to the handling of privacy, data protection, and AI may result in increased costs, legal claims, fines, or reputational damage37% rewritten
  4. 18Unfavorable outcomes of legal proceedings may adversely affect our business, reputation, financial condition, cash flows, and operating results
  5. 19Our business may be adversely impacted if we are not able to protect our intellectual property rights or if we infringe on the intellectual property rights of others
  6. 20We offer regulated financial services products. These products expose us to a wide variety of state and federal regulations24% rewritten
  7. 21Our business may be impacted by new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations75% rewritten
  8. 22Our wireless licenses are subject to renewal and may be revoked in the event that we violate applicable laws

Risks Related to Ownership of Our Common Stock

  1. 23DT controls a majority of the voting power of our common stock and the T-Mobile trademarks we utilize in our business and may have interests that differ from the interests of our other stockholders
  2. 24We cannot guarantee that our current and future stockholder return programs will be fully utilized or that they will enhance long-term stockholder value
  3. 25We cannot predict the effect, if any, that market sales of shares of our common stock by DT will have on the prevailing trading price of our common stock. Sales of a substantial number of shares of our common stock could cause our stock price to decline

Other T-Mobile US 10-Ks

  • FY2024 10-K risk factors
    27 risks

    Competition from AT&T, Verizon and DISH pressures wireless pricing, margins and customer growth across market segments.

    Filed Jan 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.