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Roll Out the Magenta Welcome Mat: T-Mobile Completes UScellular Deal

Combined Company Will Deliver Improved Network Experiences, Low Prices and New Benefits to Millions More Customers Across the U.S.

BELLEVUE, Wash.--(BUSINESS WIRE)-- T-Mobile (NASDAQ: TMUS) today announced it has closed its acquisition of UScellular鈥檚 wireless operations 鈥� a big win for U.S. mobile and broadband consumers across the country. More than four million UScellular customers, including businesses, will soon get access to blazing fast speeds on the nation鈥檚 best network and have the opportunity to unlock value, new perks and savings on a T-Mobile plan. Plus, hundreds of thousands of households in UScellular鈥檚 footprint that previously lacked access to high-speed connectivity will soon be eligible for T-Mobile鈥檚 popular in-home broadband service. And T-Mobile customers who live in, travel to, or pass through the UScellular footprint will benefit from enhanced network coverage, too.

T-Mobile announced it has closed its acquisition of UScellular鈥檚 wireless operations. More than four million UScellular customers, including businesses, will soon get access to blazing fast speeds on the nation鈥檚 best network and have the opportunity to unlock value, new perks and savings on a T-Mobile plan. Plus, hundreds of thousands of households in UScellular鈥檚 footprint that previously lacked access to high-speed connectivity will soon be eligible for T-Mobile鈥檚 popular in-home broadband service.

鈥淭oday is such an exciting one because we get to officially welcome UScellular customers to Team Magenta and we鈥檙e doing it with some pretty amazing Un-carrier gifts: America鈥檚 best network, value-packed benefits, and a best-in-class experience,鈥� said Mike Sievert, CEO of T-Mobile. 鈥淲e鈥檙e improving experiences for millions of UScellular and T-Mobile customers and adding more amazing employees to the T-Mobile family to help us do it.鈥�

鈥淔or over 40 years, UScellular has been dedicated to the mission of connecting people to what matters most. The completion of our transaction with T-Mobile ensures that mission endures, as customers across our footprint will have an even better network experience,鈥� said Laurent Therivel, former CEO of UScellular. 鈥淚 am proud of the entire UScellular team and grateful for their contributions to our company and their support of our customers over the years. The completion of this transaction with T-Mobile is a win for customers and communities across the United States.鈥�

Delivering More for Customers from Day One

• Superior Network Experience, Seamless Transition. UScellular customers now on America鈥檚 best network will notice performance improvements from day one. With the companies鈥� combined footprint, both T-Mobile and UScellular customers will benefit from enhanced coverage. UScellular customers will move beyond limited roaming to a broader, more powerful experience 鈥� starting with reciprocal roaming and evolving into an integrated network experience in the coming months. And the transition will be seamless: nearly all of UScellular customer devices will continue to work on the T-Mobile network.
• More Value, New Benefits, Low Prices. UScellular customers stay on their existing plans with no changes for now but as networks and systems are integrated, customers can choose to move to one of T-Mobile鈥檚 unlimited plans where they would unlock added value like streaming benefits (Netflix, AppleTV+, MLB.TV), free international roaming in over 215 countries and destinations, free in-flight Wi-Fi, built-in device upgrades, and more. Customers can also choose to level up to the new plans with top-tier benefits like or select plans tailored for 55+ seniors, and . Starting August 7, customers will get a taste of what it鈥檚 like to be with the Un-carrier as they get access to customer-favorite dining and travel benefits. To come: every customer will get access to the Un-carrier鈥檚 award-winning Care support, more retail locations, expanded digital support and even more savings.

• More Choice, Better Coverage. With T-Mobile鈥檚 best-in-class network, customers will have more choices than ever before, including T-Mobile鈥檚 home broadband and fixed wireless products. As the Un-carrier expands availability of these products, hundreds of thousands more households, including those in rural communities, will have a new option for reliable, high-speed internet they didn鈥檛 previously have 鈥� further closing the digital divide.

Transaction Summary

T-Mobile acquired substantially all of UScellular鈥檚 wireless operations, including its wireless customers and stores, as well as certain specified spectrum assets for an aggregate purchase price of approximately $4.3 billion after adjustments, consisting of $2.6 billion paid in cash and approximately $1.7 billion in debt to be assumed through an exchange offer made to UScellular鈥檚 debtholders, which is expected to close on August 5, 2025. In connection with this transaction, T-Mobile completed the Iowa Transactions¹ for an additional payment of approximately $175 million in the aggregate, after adjustments. The UScellular brand will transition in phases to T-Mobile. Array Digital Infrastructure Inc. (formerly UScellular) will retain ownership of a significant portion of the company鈥檚 spectrum and towers, continuing operations as a separate infrastructure-focused entity. T-Mobile expects no impact from the acquisition to the company鈥檚 previous shareholder return authorization of up to $14 billion in 2025 and will provide an update on the financial impact of the transaction prior to or during its Q3 earnings call. All amounts are preliminary estimates and remain subject to customary purchase price and working capital adjustments following the closing.

Best network: Best mobile network in the U.S. based on analysis by Ookla庐 of Speedtest Intelligence庐 data 1H 2025. Ookla trademarks used under license and reprinted with permission.

Advisors

Cleary Gottlieb Steen & Hamilton LLP and DLA Piper LLP served as legal counsel to T-Mobile.

About T-Mobile US, Inc.

T-Mobile US, Inc. (NASDAQ: TMUS) is America鈥檚 supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile鈥檚 customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile, and Mint Mobile. For more information please visit: .

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain forward-looking statements concerning T-Mobile. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking statements are generally identified by the words 鈥減lan,鈥� 鈥渁nticipate,鈥� 鈥渂elieve,鈥� 鈥渆stimate,鈥� 鈥渆xpect,鈥� 鈥渋ntend,鈥� 鈥渕ay,鈥� 鈥渃ould鈥� or similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the acquisition of substantially all of UScellular鈥檚 wireless operations, including anticipated future financial and operating results and T-Mobile鈥檚 objectives, expectations and intentions. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, adverse economic, political or market conditions in the U.S. and international markets; negative effects of the acquisition on the market price of T-Mobile鈥檚 common stock and on T-Mobile鈥檚 operating results, including as a result of changes in key customer, supplier, employee or other business relationships; costs or difficulties related to the integration of UScellular鈥檚 operations and financial reporting and internal controls into T-Mobile; effects of changes in the regulatory environment in which T-Mobile operates; the risk of litigation or regulatory actions; and other risks and uncertainties detailed in T-Mobile鈥檚 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including in the sections thereof captioned 鈥淩isk Factors鈥� and 鈥淐autionary Statement Regarding Forward-Looking Statements,鈥� as well as in its subsequent reports on Form 8-K and Form 10-Q, all of which are filed with the SEC and available at and . Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-looking statements. T-Mobile assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law. References to our and the SEC鈥檚 website are inactive textual references only. Information contained on our and the SEC鈥檚 website is not incorporated by reference in this communication and should not be considered to be a part of this communication.

¹ On July 22, 2025, we entered into asset purchase agreements for the acquisition of substantially all of the wireless operations assets of each of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership, and Iowa RSA No. 12 Limited Partnership (collectively, the 鈥淚owa Entities鈥�) for aggregate cash consideration totaling approximately $175 million (collectively, the 鈥淚owa Transactions鈥�). The Iowa Transactions are expected to close concurrently with the UScellular Acquisition on August 1, 2025, at which time we expect to account for them as a business combination. Following the closing of the Iowa Transactions, the Iowa Entities will retain ownership of their towers and spectrum.

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Source: T-Mobile