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

Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-11. 27 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024

1new since FY2024
8reworded
0removed
18unchanged

Headings mentioning a theme: Tariffs 1 · AI 1 · Cybersecurity 1 · China 0 · Interest rates 0. Compare across the S&P 500.

Risks Related to Our Business

13
  1. 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.reworded
  2. We 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.rewordedCybersecurity
  3. 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.reworded
  4. 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.
  5. 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.
  6. System failures and business disruptions may prevent us from providing reliable service, which could materially and adversely affect our reputation and financial condition.
  7. The scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use, may adversely affect our business, financial condition, and operating results.
  8. Any acquisition, investment, joint venture, merger, or divestiture may subject us to significant risks, any of which may harm our business.reworded
  9. Economic, political, and market conditions may adversely affect our business, financial condition, and operating results.
  10. Changes to trade policies, including higher tariffs, restrictions, and other economic disincentives to trade, may lead to operational delays, higher procurement and operational costs, and increased regulatory and compliance complexities, resulting in supply chain disruptions and higher prices, and lower demand for devices and services we sell.newTariffs
  11. 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.
  12. 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.
  13. Sociopolitical volatility and polarization may adversely affect our business operations and reputation.

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Risks Related to Our Indebtedness

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

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Risks Related to Legal and Regulatory Matters

8
  1. Failure 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. 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.reworded
  3. Laws and regulations relating to the handling of privacy, data protection, and AI may result in increased costs, legal claims, fines, or reputational damage.rewordedAI
  4. Unfavorable outcomes of legal proceedings may adversely affect our business, reputation, financial condition, cash flows, and operating results.
  5. Our 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. We offer regulated financial services products. These products expose us to a wide variety of state and federal regulations.
  7. 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.
  8. Our wireless licenses are subject to renewal and may be revoked in the event that we violate applicable laws.

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Risks Related to Ownership of Our Common Stock

4
  1. Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions and proceedings, which could limit the ability of our stockholders to obtain a judicial forum of their choice for disputes with the Company or its directors, officers, or employees.
  2. DT 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.
  3. We cannot guarantee that our current and future stockholder return programs will be fully utilized or that they will enhance long-term stockholder value.
  4. Future sales of our common stock by DT and foreign ownership limitations by the FCC could have a negative impact on our stock price and decrease the value of our stock.reworded

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Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.