T-Mobile US, Inc.TMUS

Legal and litigation · Intellectual property disputes

Additionally, we have faced and will continue to face various litigations alleging that our products or services infringe patents or other intellectual property of third parties, including potential litigation arising from our use of AI. If successful, these litigations could result in an award of financial compensation, including damages or royalties, business disruptions, reputational harm, or an order requiring that we cease offering, selling, and using the relevant products, equipment, services, and network functions.

Legal and litigation · Product liability and warranty claims

In addition, we, along with equipment manufacturers and other carriers, are subject to current and potential future lawsuits alleging adverse health effects arising from the use of wireless handsets or from wireless transmission equipment such as cell towers.

Data and privacy · Cross border data transfer regulations

Outside of the United States, as a result of our business acquisitions, we are subject to an expanding set of privacy, data protection, and related regulatory requirements in jurisdictions where we conduct operations or process personal data. Certain international data protection regimes, including those in the European Union and the United Kingdom, impose specific obligations on the collection, use, sharing, and transfer of personal data.

Industry regulation · Regulatory compliance and changes

We are subject to regulatory oversight by various federal, state, and local agencies on issues related to the telecommunications industry that include, but are not limited to, roaming, interconnection, spectrum allocation and licensing, facilities siting, pole attachments, intercarrier compensation, Universal Service Fund, 911 services, robocalling/robotexting, consumer protection, consumer privacy, and cybersecurity.

Tax and financial reporting · Tax compliance and changes in tax law

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. Tax laws and regulations are dynamic and subject to change through new legislation and evolving legislative, regulatory, administrative, and judicial interpretations.

Supply chain and procurement · Supplier financial distress and capability

Our suppliers and third-party technology partners are also subject to their own risks, including, but not limited to, cybersecurity, economic, financial and credit conditions, labor force disruptions, geopolitical tensions, disruptions in global supply chain, natural catastrophic events, such as earthquakes, floods, hurricanes, storms, heatwaves and fires, energy shortages, power outages, equipment failures, terrorist attacks or other hostile acts, and public health crises.

Supply chain and procurement · Supplier operation and dependance

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. In certain areas such as billing services, voice, and data communications transport services, wireless or fiber network infrastructure equipment, handsets, other devices, back-office processes, and payment processing, there are a limited number of suppliers that can provide adequate support.

Core operations · Operational disruption and business continuity

System, network, or infrastructure failures resulting from one of several potential causes may prevent us from providing reliable service or otherwise operating our business. Examples of these risks include: physical damage, power surges or outages, equipment failure, or other service disruptions with respect to both our wireless and fiber networks, including those resulting from severe weather, storms, earthquakes, floods, hurricanes, wildfires, and other natural disasters.

Digital transformation and innovation · Digital transformation and modernization

We are engaged in complex digital transformation efforts intended to streamline operations, enhance customer experience, and improve our overall competitiveness. These initiatives involve integrating emerging and rapidly evolving technologies, reconfiguring internal processes, and implementing advanced data analytics and AI-driven tools.

Cybersecurity and data protection · Data privacy and protection regulations

Laws and regulations relating to the handling of privacy, data protection, and AI may result in increased costs, legal claims, fines, or reputational damage. We have incurred and will continue to incur significant implementation costs to ensure compliance with the CCPA, new privacy laws in other states, and their related regulations.

Natural and catastrophic events · Climate change and environmental impact

shifts in physical conditions due to climate change, such as sea-level rise or changes in temperature or precipitation patterns, which may impact the operating conditions of our infrastructure or other infrastructure we rely on.

Economic and market conditions · Inflation and deflation pressures

Rising prices for goods, services, and labor due to inflation, including inflation resulting from higher tariffs, restrictions, and other economic disincentives to trade, could adversely impact our margins and growth.

Social and demographic · Public perception and reputation

Sociopolitical volatility and polarization may adversely affect our business operations and reputation. The current sociopolitical environment is characterized by deep complexity, volatility, and polarization on various social and political issues. As a company that sells products and services across the nation to millions of customers, these dynamics increase the risk of potential reputational damage, boycotts, and shifts in consumer behavior that could adversely affect our brand, sales, and profitability.

Natural and catastrophic events · Natural disasters and extreme weather

physical damage, power surges or outages, equipment failure, or other service disruptions with respect to both our wireless and fiber networks, including those resulting from severe weather, storms, earthquakes, floods, hurricanes, wildfires, and other natural disasters, which may occur more frequently or with greater intensity as a result of global climate change.

Reputation and brand · Esg environmental social governance performance

Additionally, we are subject to emerging and evolving regulatory requirements and frameworks regarding environmental, social and governance matters, including recently enacted or proposed legislation in jurisdictions such as California. Meeting these obligations may require significant investments of time, capital, and personnel.

Corporate governance · Shareholder rights and activism

DT controls a majority of the voting power of our common stock and therefore we are a 'controlled company.' DT effectively has control over all matters submitted to our stockholders for approval, including the election or removal of directors, changes to our Certificate of Incorporation, a sale or merger of our Company and other transactions requiring stockholder approval under Delaware law.

Customer and revenue · Customer retention and subscription renewal

Our ability to attract and retain customers will depend on multiple factors, such as network quality and capacity, customer service excellence, effective marketing strategies, competitive pricing, compelling value propositions, and distribution and logistics capabilities.

Strategic execution · Merger acquisition and divestiture risks

We have pursued and may continue to pursue additional acquisitions of, investments in, or joint ventures or mergers with, other companies. For example, on August 1, 2025, we completed the acquisition of the UScellular Wireless Business. Any such transactions involve risks and could present financial, managerial, and operational challenges, including diversion of management attention from running our existing business and increased costs to integrate the networks, spectrum, technology, personnel, customer base, distributors and business partners and business practices.

Capital structure and performance · Debt management and refinancing

We have, and we expect that we will continue to have, a substantial amount of debt. Our substantial level of indebtedness could have the effect of, among other things, reducing our flexibility in responding to changing business, economic, market, and industry conditions and increasing the amount of cash required to service our debt.

Capital structure and performance · Dividend policy and capital allocation

We cannot guarantee that our current and future stockholder return programs will be fully utilized or that they will enhance long-term stockholder value. Any stockholder return program could impact our cash flows, affect the trading price of our common stock, and increase volatility.