As filed with the Securities and Exchange Commission on January 7, 2026

Registration No. 333-271553

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 6

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

T-Mobile US, Inc.

T-Mobile USA, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

Delaware

  

20-0836269

91-1983600

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

Additional Registrants

(See Table of Additional Registrants on next page)

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Mark W. Nelson

Chief Legal Officer & General Counsel

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

Daniel J. Bursky

Mark Hayek

John Lawrence

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

 

 
 

TABLE OF ADDITIONAL REGISTRANTS

In addition to T-Mobile US, Inc., the following direct or indirect subsidiaries of T-Mobile USA, Inc. may be guarantors of debt securities issued by T-Mobile USA, Inc. and are Co-Registrants:

 

Exact name of registrant as specified in its charter(1)

    State or other
jurisdiction of
incorporation or
organization		    I.R.S. Employer
Identification
Number

APC Realty and Equipment Company, LLC

    Delaware    52-2013278

Assurance Wireless USA, L.P.

    Delaware    94-3410099

ATI Sub, LLC

    Delaware    26-2670017

Blis USA, Inc.

    Delaware    81-2163985

Breeze Acquisition Sub LLC

    Delaware    33-3728363

Clearwire Communications LLC

    Delaware    26-3783012

Clearwire Legacy LLC

    Delaware    26-3791581

Clearwire Spectrum Holdings II LLC

    Nevada    38-4054757

Clearwire Spectrum Holdings III LLC

    Nevada    37-1875879

Clearwire Spectrum Holdings LLC

    Nevada    38-4054751

Fixed Wireless Holdings, LLC

    Delaware    75-3120884

Lab465, LLC

    Delaware    61-1773180

MetroPCS California, LLC

    Delaware    68-0618381

MetroPCS Florida, LLC

    Delaware    68-0618383

MetroPCS Georgia, LLC

    Delaware    68-0618386

MetroPCS Massachusetts, LLC

    Delaware    20-8303630

MetroPCS Michigan, LLC

    Delaware    20-2509038

MetroPCS Nevada, LLC

    Delaware    20-8303430

MetroPCS New York, LLC

    Delaware    20-8303519

MetroPCS Pennsylvania, LLC

    Delaware    20-8303570

MetroPCS Texas, LLC

    Delaware    20-2508993

Mint Mobile, LLC

    Delaware    84-2466109

Nextel Systems, LLC

    Delaware    54-1878330

Nextel West Corp.

    Delaware    84-1116272

NSAC, LLC

    Delaware    54-1879079

Play Octopus LLC

    Delaware    82-4700125

PushSpring, LLC

    Delaware    46-2545203

Sprint Capital Corporation

    Delaware    48-1132866

Sprint Communications LLC

    Delaware    48-0457967

Sprint LLC

    Delaware    46-1170005

Sprint Solutions LLC

    Delaware    47-0882463

Sprint Spectrum LLC

    Delaware    48-1165245

Sprint Spectrum Realty Company, LLC

    Delaware    43-1746021

SprintCom LLC

    Kansas    48-1187511

T-Mobile Central LLC

    Delaware    91-1973799

T-Mobile Financial LLC

    Delaware    47-1324347

T-Mobile Innovations LLC

    Delaware    37-2001657

T-Mobile Leasing LLC

    Delaware    47-5079638

T-Mobile License LLC

    Delaware    91-1917328

T-Mobile MW LLC

    Delaware    33-4885222

T-Mobile Northeast LLC

    Delaware    52-2069434

T-Mobile Puerto Rico Holdings LLC

    Delaware    20-2209577

T-Mobile Puerto Rico LLC

    Delaware    66-0649631

T-Mobile Resources LLC

    Delaware    91-1909782

T-Mobile South LLC

    Delaware    20-3945483

T-Mobile West LLC

    Delaware    36-4027581

TDI Acquisition Sub, LLC

    Delaware    26-2671363

TMPR License LLC

    Delaware    41-2973954

TMUS International Corp.

    Delaware    91-2116909

USCC Services, LLC

    Delaware    36-4046814

UVNV, LLC

    Delaware    45-4829750

Vistar Media Global Partners, LLC

    New York    33-4018758

Vistar Media, Inc.

    Delaware    45-2857556

VMU GP, LLC

    Delaware    Not applicable

WBSY Licensing, LLC

    Delaware    36-4046585

 

  (1)

The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000.

EXPLANATORY NOTE

This Post-Effective Amendment No. 6 to the registration statement on Form S-3 (Registration No. 333-271553) initially filed by T-Mobile US, Inc. and T-Mobile USA, Inc. (“T-Mobile USA”) on May  1, 2023 with the Securities and Exchange Commission and as amended by Amendment No. 1 thereto filed on September 11, 2023 with the Securities and Exchange Commission, Amendment No. 2 thereto filed on September  23, 2024 with the Securities and Exchange Commission, Amendment No. 3 thereto filed on February 4, 2025 with the Securities and Exchange Commission, Amendment No. 4 thereto filed on March  24, 2025 and Amendment No. 5 thereto filed on October 6, 2025 with the Securities and Exchange Commission (as so amended, the “Registration Statement”) is filed (i) to add TMPR License LLC (the “New Guarantor”) as a subsidiary guarantor of debt securities of T-Mobile USA and a co-registrant under the Registration Statement, (ii) to register the New Guarantor’s guarantees of the debt securities covered by the Registration Statement, (iii) to reflect the conversion of TMUS International LLC, a Delaware limited liability company, to TMUS International Corp., a Delaware corporation, (iv) to remove each of ADstruc, LLC, Mint Mobile Incentive Company, LLC, Octopus Interactive Inc. and PRWireless PR, LLC as subsidiary guarantors of debt securities of T-Mobile USA and co-registrants under the Registration Statement, (v) to update the Table of Additional Registrants (and to remove all other entities previously included therein from the Registration Statement as amended hereby) and (vi) to include additional exhibits to the Registration Statement under Item 16 of Part II thereof.

No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Our estimated expenses in connection with the issuance and distribution of the securities being registered are set forth in the following table.

 

SEC Registration Fee

      $    *  

Legal Fees and Expenses

      **  

Trustee Fees and Expenses

      **  

Accounting Fees and Expenses

      **  

Printing Expenses

      **  

NASDAQ and Other Listing Fees

      **  

Miscellaneous

      **  
  

 

 

  

Total

      $    **  
  

 

 

  

 

*

In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee for the securities offered by this prospectus.

**

These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers

Delaware Corporations

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in effect, that any person made a party to any action by reason of the fact that he is or was a director, officer, employee or agent of a corporation may and, in some cases, must be indemnified by the corporation against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees) incurred by him as a result of such action and in the case of a derivative action, against expenses (including attorneys’ fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, in the case of a criminal action, he had no reasonable cause to believe his conduct was unlawful. This indemnification does not apply, in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is liable to the corporation, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses.

Delaware Limited Liability Companies

Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Delaware Limited Partnerships

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its partnership agreement.

 

II-1

Kansas Limited Liability Companies

Section 17-7670 of the Kansas Revised Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. To the extent that a present or former member, manager, officer, employee or agent of a limited liability company has been successful on the merits or otherwise as a plaintiff in an action to determine that the plaintiff is a member of a limited liability company or in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member, manager, officer, employee or agent of the limited liability company, or is or was serving at the request of the limited liability company as a member, manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, or in defense of any claim, issue or matter therein, such member, manager, officer, employee or agent shall be indemnified by the limited liability company against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.

Nevada Limited Liability Companies

Sections 86.411 and 86.421 of the Nevada Limited-Liability Companies law permit indemnification of any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager, member, employee or agent of the company, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Indemnification may not be made for any claim as to which such a person has been adjudged to be liable to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Nevada Limited-Liability Companies law allows a company to purchase or maintain insurance for members, managers, employees, and agents of the company.

New York Limited Liability Companies

Section 420 of the New York Limited Liability Company Law provides that, subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless, and advance expenses to, any member or manager or other person from and against any and all claims and demands whatsoever. However, no indemnification may be made to or on behalf of any member, manager or other person if a judgment or other final adjudication adverse to such member, manager or other person establishes that (i) such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (ii) such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled.

General

The certificates of incorporation of T-Mobile US, Inc. (“T-Mobile”) and T-Mobile USA, Inc. (“T-Mobile USA”) each provide for indemnification, to the fullest extent permitted by the DGCL, to any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of T-Mobile or T-Mobile USA, respectively, or is or was serving at the request of T-Mobile or T-Mobile USA, respectively, as a director, officer, or agent of another corporation, limited liability company, or other enterprise, against expenses (including attorneys’ fees), judgments, liabilities, losses, fines and amounts paid in settlement reasonably

 

II-2

incurred by him in connection with such action, suit or proceeding. Each of T-Mobile and T-Mobile USA applies the provisions of its certificate of incorporation to indemnification of directors and officers of its wholly-owned subsidiaries, including the co-registrants. In addition, the organizational documents governing certain of the co-registrants generally provide directors, managers and officers with similar rights to indemnification to the fullest extent permitted by law.

The Fifth Amended and Restated Certificate of Incorporation of T-Mobile provides that no director is liable to T-Mobile or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL.

T-Mobile has entered into indemnification agreements with all of its directors and executive officers and has purchased directors’ and officers’ liability insurance. Any underwriting agreement may provide for indemnification by the underwriters of the issuer(s), any guarantors and their officers and directors for certain liabilities arising under the Securities Act or otherwise.

Item 16. Exhibits

The following exhibits are filed as part of this registration statement:

 

Exhibit
No.		    Document
 1.1*    Form of Underwriting or Purchase Agreement.
 2.1    Business Combination Agreement, dated as of April  29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V. and SoftBank Group Corp. (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on April 30, 2018).
 2.2    Amendment No. 1, dated as of July 26, 2019, to the Business Combination Agreement, dated as of April 29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp. (incorporated by reference to Exhibit 2.2 to T-Mobile’s Current Report on Form 8-K filed with the SEC on July 26, 2019).
 2.3    Amendment No. 2, dated as of February 20, 2020, to the Business Combination Agreement, dated as of April  29, 2018, by and among T-Mobile US, Inc., Huron Merger Sub LLC, Superior Merger Sub Corporation, Sprint Corporation, Starburst I, Inc., Galaxy Investment Holdings, Inc., and for the limited purposes set forth therein, Deutsche Telekom AG, Deutsche Telekom Holding B.V., and SoftBank Group Corp., as amended (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on February 20, 2020).
 2.4**    Membership Interest Purchase Agreement, dated as of September  6, 2022, by and among Sprint LLC, Sprint Communications LLC, and Cogent Infrastructure, Inc. (incorporated by reference to Exhibit 2.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on September 7, 2022).
 4.1    Fifth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (incorporated by reference to Exhibit 3.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on April 1, 2020).
 4.2    Seventh Amended and Restated Bylaws of T-Mobile US, Inc. (incorporated by reference to Exhibit  3.2 to T-Mobile’s Current Report on Form 8-K filed with the SEC on April 1, 2020).
 4.3    Proxy, Lock-Up and ROFR Agreement, dated as of April  1, 2020, by and between Deutsche Telekom AG and SoftBank Group Corp. (incorporated by reference to Exhibit 6 to the Schedule 13D with respect to T-Mobile filed with the SEC on April 2, 2020).

 

II-3

 4.4   Specimen Common Stock Certificate (incorporated by reference to Exhibit 99.3 to Amendment No.  1 to T-Mobile’s Form 8-A filed with the SEC on May 2, 2013).
 4.5   Second Amended and Restated Stockholders’ Agreement, dated as of June  22, 2020, by and among Deutsche Telekom AG, SoftBank Group Corp. and T-Mobile US, Inc. (incorporated by reference to Exhibit 4.2 to T-Mobile’s Registration Statement on Form S-3 filed with the SEC on June 22, 2020).
 4.6   Indenture, dated as of September  15, 2022, by and among T-Mobile USA, Inc., the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to T-Mobile’s Current Report on Form 8-K filed with the SEC on September 15, 2022).
 4.7   Eighteenth Supplemental Indenture, dated as of May  21, 2024, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.6 to T-Mobile’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2024).
 4.8***   Twenty-Fifth Supplemental Indenture, dated as of March  10, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.8 to Amendment No. 4 to T-Mobile’s Registration Statement on Form S-3 filed with the SEC on March 24, 2025).
 4.9***   Thirty-Third Supplemental Indenture, dated as of August  11, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.9 to Amendment No. 5 to T-Mobile’s Registration Statement on Form S-3 filed with the SEC on October 6, 2025).
 4.10†   Thirty-Seventh Supplemental Indenture, dated as of December  31, 2025, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
 4.11*   Specimen Preferred Stock Certificate.
 4.12*   Form of Warrant Agreement.
 4.13*   Form of Rights Certificate.
 4.14*   Form of Rights Agreement.
 4.15*   Form of Deposit Agreement.
 4.16*   Form of Purchase Agreement.
 4.17*   Form of Unit Agreement.
 5.1***   Opinion of Fried, Frank, Harris, Shriver  & Jacobson LLP (incorporated by reference to Exhibit 5.1 to T-Mobile’s Registration Statement on Form S-3, File No.  333-271553, filed with the SEC on May 1, 2023).
 5.2***   Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP (incorporated by reference to Exhibit 5.2 to Amendment No. 2 to T-Mobile’s Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on September 23, 2024).
 5.3***   Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP (incorporated by reference to Exhibit 5.3 to Amendment No. 4 to T-Mobile’s Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on March 24, 2025).
 5.4***   Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP (incorporated by reference to Exhibit 5.4 to Amendment No. 5 to T-Mobile’s Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on October 6, 2025).

 

II-4

 5.5†   Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
 5.6***   Opinion of Polsinelli PC (incorporated by reference to Exhibit 5.2 to T-Mobile’s Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on May 1, 2023).
22.1†   List of Guarantor Subsidiaries.
23.1***   Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
23.2***   Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.2).
23.3***   Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.3).
23.4***   Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.4).
23.5†   Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.5).
23.6***  

Consent of Polsinelli PC (included in Exhibit 5.6).

23.7†   Consent of Deloitte & Touche LLP.
24.1***   Powers of Attorney (incorporated by reference to signature pages to T-Mobile’s Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on May 1, 2023).
24.2***   Powers of Attorney (incorporated by reference to signature pages to Amendment No.  2 to T-Mobile’s Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on September  23, 2024).
24.3***   Powers of Attorney (incorporated by reference to signature pages to Amendment No.  4 to T-Mobile’s Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on March 24, 2025).
24.4***   Powers of Attorney (incorporated by reference to signature pages to Amendment No.  5 to T-Mobile’s Registration Statement on Form S-3, File No. 333-271553, filed with the SEC on October 6, 2025).
24.5†   Powers of Attorney (included on the signature pages hereof).
25.1†   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture dated as of September 15, 2022.
107.1†   Filing Fee Table.
 
*

To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K or other report to be filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference.

**

In accordance with Item 601(a)(5) of Regulation S-K, certain schedules (or similar attachments) to this exhibit have been omitted from this filing. The registrant will provide a copy of any omitted schedule to the Securities and Exchange Commission or its staff upon request.

***

Previously filed as an exhibit to the Registration Statement.

†

Filed herewith.

The registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any long-term debt instruments that have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

 

Item 17.

Undertakings

 

  (a)

The undersigned registrant hereby undertakes:

 

  (1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

  (ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,

 

II-5

  individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

  (iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

  (2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

  (i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

  (ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

  (5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the

 

II-6

purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

  (iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

  (b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

T-MOBILE US, INC.

By:   /s/ Peter Osvaldik
 

Name: Peter Osvaldik

Title:  Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

   

Chief Financial Officer (Principal Financial Officer)

   January 7, 2026

*

Daniel J. Drobac

   

Vice President & Chief Accounting Officer (Principal Accounting Officer)

   January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

Each person whose signature appears below constitutes and appoints Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

   

Date

/s/ Srinivasan Gopalan

Srinivasan Gopalan

   

President and Chief Executive Officer (Principal Executive Officer) and Director

    January 7, 2026

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

*

Timotheus Höttges

   

Chairman of the Board of Directors

   January 7, 2026

*

Marcelo Claure

   

Director

   January 7, 2026

*

Srikant M. Datar

   

Director

   January 7, 2026

*

Christian P. Illek

   

Director

   January 7, 2026

*

Raphael Kübler

   

Director

   January 7, 2026

*

Thorsten Langheim

   

Director

   January 7, 2026

*

Dominique Leroy

   

Director

   January 7, 2026

*

Letitia A. Long

   

Director

   January 7, 2026

*

G. Michael Sievert

   

Director

   January 7, 2026

*

Teresa A. Taylor

   

Director

   January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

Thomas Dannenfeldt

    Director    January 7, 2026
 

James J. Kavanaugh

    Director    January 7, 2026
 

Abdurazak Mudesir

    Director    January 7, 2026

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

T-MOBILE USA, INC.

By:  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  Executive Vice President & Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    Executive Vice President & Chief Financial Officer (Principal Financial Officer) and Director   January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)   January 7, 2026

*

Christopher M. Miller

    Director   January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

Each person whose signature appears below constitutes and appoints Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Srinivasan Gopalan

Srinivasan Gopalan

   

President & Chief Executive Officer (Principal Executive Officer)

   January 7, 2026

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

ATI SUB, LLC

CLEARWIRE LEGACY LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

   

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)    January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)    January 7, 2026

/s/ Peter Osvaldik

Peter Osvaldik

    President of Clearwire Communications LLC, the Registrant’s Member    January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

CLEARWIRE SPECTRUM HOLDINGS LLC

CLEARWIRE SPECTRUM HOLDINGS II LLC

FIXED WIRELESS HOLDINGS, LLC

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

   

President (Principal Executive Officer and Principal Financial Officer)

   January 7, 2026

*

Daniel J. Drobac

   

Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)

   January 7, 2026

/s/ Peter Osvaldik

Peter Osvaldik

   

President of Clearwire Legacy LLC, the Registrant’s Member

   January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

APC REALTY AND EQUIPMENT COMPANY, LLC

BREEZE ACQUISITION SUB LLC

MINT MOBILE, LLC

NSAC, LLC

PLAY OCTOPUS LLC

PUSHSPRING, LLC

SPRINT COMMUNICATIONS LLC

SPRINT SOLUTIONS LLC

T-MOBILE INNOVATIONS LLC

T-MOBILE LICENSE LLC

T-MOBILE NORTHEAST LLC

T-MOBILE PUERTO RICO HOLDINGS LLC

T-MOBILE PUERTO RICO LLC

T-MOBILE RESOURCES LLC

T-MOBILE SOUTH LLC

T-MOBILE WEST LLC

UVNV, LLC

VISTAR MEDIA GLOBAL PARTNERS, LLC

WBSY LICENSING, LLC

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

   

President (Principal Executive Officer and Principal Financial Officer) and Manager

   January 7, 2026

*

Daniel J. Drobac

   

Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)

   January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

LAB465, LLC

T-MOBILE MW LLC

USCC SERVICES, LLC

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

   

President (Principal Executive Officer and Principal Financial Officer) and Manager

   January 7, 2026

*

Daniel J. Drobac

   

Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)

   January 7, 2026

*

Christopher M. Miller

   

Manager

   January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

CLEARWIRE SPECTRUM HOLDINGS III LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

   

President (Principal Executive Officer and Principal Financial Officer)

   January 7, 2026

*

Daniel J. Drobac

   

Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)

   January 7, 2026

/s/ Peter Osvaldik

Peter Osvaldik

   

President of Nextel West Corp., the Registrant’s Member

   January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

BLIS USA, INC.

NEXTEL WEST CORP.

SPRINT CAPITAL CORPORATION

VISTAR MEDIA, INC.

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

   

President (Principal Executive Officer and Principal Financial Officer) and Director

   January 7, 2026

*

Daniel J. Drobac

   

Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)

   January 7, 2026

*

Christopher M. Miller

   

Director

   January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

T-MOBILE FINANCIAL LLC

T-MOBILE LEASING LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President & Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

   

President & Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager

   January 7, 2026

*

Daniel J. Drobac

   

Controller (Principal Accounting Officer)

   January 7, 2026

*

Christopher M. Miller

   

Manager

   January 7, 2026

 

* By:   /s/ Peter Osvaldik
 

Peter Osvaldik

 

Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

CLEARWIRE COMMUNICATIONS LLC

 

By:   /s/ Peter Osvaldik
 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)   January 7, 2026

/s/ Peter Osvaldik

Peter Osvaldik

    President of Sprint Communications LLC, the Registrant’s Member   January 7, 2026

 

*By:   /s/ Peter Osvaldik
  Peter Osvaldik
  Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

SPRINTCOM LLC

SPRINT SPECTRUM LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President & Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President & Treasurer (Principal Executive Officer and Principal Financial Officer) and Manager   January 7, 2026

*

Daniel J. Drobac

   

Controller

(Principal Accounting Officer)

   January 7, 2026

 

*By:   /s/ Peter Osvaldik
  Peter Osvaldik
  Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

NEXTEL SYSTEMS, LLC

VMU GP, LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)   January 7, 2026

/s/ Peter Osvaldik

Peter Osvaldik

    President & Treasurer of SprintCom LLC, the Registrant’s Member   January 7, 2026

 

*By:   /s/ Peter Osvaldik
  Peter Osvaldik
  Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

ASSURANCE WIRELESS USA, L.P.

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)   January 7, 2026

/s/ Peter Osvaldik

Peter Osvaldik

    President of VMU GP, LLC, the Registrant’s General Partner   January 7, 2026

 

*By:   /s/ Peter Osvaldik
  Peter Osvaldik
  Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

METROPCS CALIFORNIA, LLC

METROPCS FLORIDA, LLC

METROPCS GEORGIA, LLC

METROPCS MASSACHUSETTS, LLC

METROPCS MICHIGAN, LLC

METROPCS NEVADA, LLC

METROPCS NEW YORK, LLC

METROPCS PENNSYLVANIA, LLC

METROPCS TEXAS, LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer) and Manager   January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)   January 7, 2026

*

Christopher M. Miller

    Manager   January 7, 2026

 

*By:   /s/ Peter Osvaldik
  Peter Osvaldik
  Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

T-MOBILE CENTRAL LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)   January 7, 2026

/s/ Peter Osvaldik

Peter Osvaldik

    Executive Vice President & Chief Financial Officer of T-Mobile USA, Inc., the Registrant’s Member   January 7, 2026

 

*By:   /s/ Peter Osvaldik
  Peter Osvaldik
  Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

SPRINT LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  Executive Vice President & Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    Executive Vice President & Chief Financial Officer (Principal Financial Officer) and Manager   January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)   January 7, 2026

 

*By:   /s/ Peter Osvaldik
  Peter Osvaldik
  Attorney-in-Fact

Each person whose signature appears below constitutes and appoints Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Srinivasan Gopalan

Srinivasan Gopalan

    President & Chief Executive Officer (Principal Executive Officer)   January 7, 2026

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

SPRINT SPECTRUM REALTY COMPANY, LLC

TDI ACQUISITION SUB, LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)   January 7, 2026

/s/ Peter Osvaldik

Peter Osvaldik

    President of T-Mobile License LLC, the Registrant’s Member   January 7, 2026

 

*By:   /s/ Peter Osvaldik
  Peter Osvaldik
  Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

TMPR LICENSE LLC

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Each person whose signature appears below constitutes and appoints Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)   January 7, 2026

/s/ Daniel J. Drobac

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)   January 7, 2026

/s/ Peter Osvaldik

Peter Osvaldik

    President of T-Mobile Puerto Rico LLC, the Registrant’s Managing Member   January 7, 2026

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 7, 2026.

 

TMUS INTERNATIONAL CORP.

 

By:

  

/s/ Peter Osvaldik

 

Name: Peter Osvaldik

Title:  President

Each person whose signature appears below constitutes and appoints Peter Osvaldik and Mark W. Nelson, and each or any of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

   

Date

/s/ Peter Osvaldik

Peter Osvaldik

    President (Principal Executive Officer and Principal Financial Officer)    January 7, 2026

*

Daniel J. Drobac

    Vice President, Accounting & Chief Accounting Officer (Principal Accounting Officer)    January 7, 2026

/s/ Christopher M. Miller

Christopher M. Miller

    Director    January 7, 2026

/s/ Larry Weians

Larry Weians

    Director    January 7, 2026

 

*By:   /s/ Peter Osvaldik
  Peter Osvaldik
  Attorney-in-Fact

Exhibit 4.10

Execution Version

THIRTY-SEVENTH SUPPLEMENTAL INDENTURE

THIRTY-SEVENTH SUPPLEMENTAL INDENTURE (this “Thirty-Seventh Supplemental Indenture”), dated as of December 31, 2025, among T-Mobile USA, Inc. (the “Issuer”), TMPR License LLC (the “New Guarantor”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Issuer is party to the Indenture, dated as of September 15, 2022 (the “Base Indenture”) among the Issuer, T-Mobile US, Inc., a Delaware corporation, as a guarantor, and the Trustee, as amended and supplemented with respect to the Issuer’s (a) 5.200% Senior Notes due 2033 by the First Supplemental Indenture dated as of September 15, 2022, (b) 5.650% Senior Notes due 2053 by the Second Supplemental Indenture dated as of September 15, 2022 and the Sixth Supplemental Indenture dated as of February 9, 2023, (c) 5.800% Senior Notes due 2062 by the Third Supplemental Indenture dated as of September 15, 2022, (d) 4.950% Senior Notes due 2028 by the Fourth Supplemental Indenture dated as of February 9, 2023, (e) 5.050% Senior Notes due 2033 by the Fifth Supplemental Indenture dated as of February 9, 2023 and the Eighth Supplemental Indenture dated as of May 11, 2023, (f) 4.800% Senior Notes due 2028 by the Seventh Supplemental Indenture dated as of May 11, 2023, (g) 5.750% Senior Notes due 2054 by the Ninth Supplemental Indenture dated as of May 11, 2023, (h) 5.750% Senior Notes due 2034 by the Tenth Supplemental Indenture dated as of September 14, 2023, (i) 6.000% Senior Notes due 2054 by the Eleventh Supplemental Indenture dated as of September 14, 2023, (j) 4.850% Senior Notes due 2029 by the Twelfth Supplemental Indenture dated as of January 12, 2024, (k) 5.150% Senior Notes due 2034 by the Thirteenth Supplemental Indenture dated as of January 12, 2024, (l) 5.500% Senior Notes due 2055 by the Fourteenth Supplemental Indenture dated as of January 12, 2024, (m) 3.550% Senior Notes due 2029 by the Fifteenth Supplemental Indenture dated as of May 8, 2024, (n) 3.700% Senior Notes due 2032 by the Sixteenth Supplemental Indenture dated as of May 8, 2024, (o) 3.850% Senior Notes due 2036 by the Seventeenth Supplemental Indenture dated as of May 8, 2024, (p) 4.200% Senior Notes due 2029 by the Nineteenth Supplemental Indenture dated as of September 26, 2024, (q) 4.700% Senior Notes due 2035 by the Twentieth Supplemental Indenture dated as of September 26, 2024, (r) 5.250% Senior Notes due 2055 by the Twenty-First Supplemental Indenture dated as of September 26, 2024, (s) 3.150% Senior Notes due 2032 by the Twenty-Second Supplemental Indenture dated as of February 11, 2025, (t) 3.500% Senior Notes due 2037 by the Twenty-Third Supplemental Indenture dated as of February 11, 2025, (u) 3.800% Senior Notes due 2045 by the Twenty-Fourth Supplemental Indenture dated as of February 11, 2025, (v) 5.125% Senior Notes due 2032 by the Twenty-Sixth Supplemental Indenture dated as of March 27, 2025, (w) 5.300% Senior Notes due 2035 by the Twenty-Seventh Supplemental Indenture dated as of March 27, 2025, (x) 5.875% Senior Notes due 2055 by the Twenty-Eighth Supplemental Indenture dated as of March 27, 2025, (y) 6.700% Senior Notes due 2033 by the Twenty-Ninth Supplemental Indenture dated as of August 5, 2025, (z) 6.250% Senior Notes due 2069 by the Thirtieth Supplemental Indenture dated as of August 5, 2025, (aa) 5.500% Senior Notes due March 2070 by the Thirty-First Supplemental Indenture dated as of August 5, 2025, (bb) 5.500% Senior Notes due June 2070 by the Thirty-Second Supplemental Indenture dated as of August 5, 2025, (cc) 4.625% Senior Notes due 2033 by the Thirty-Fourth Supplemental Indenture dated as of October 9, 2025, (dd) 4.950% Senior Notes due 2035 by the Thirty-Fifth Supplemental Indenture dated as of October 9, 2025 and (ee) 5.700% Senior Notes due 2056 by the Thirty-Sixth Supplemental Indenture dated as of October 9, 2025, and as amended and supplemented by the Eighteenth Supplemental Indenture dated as of May 21, 2024, the Twenty-Fifth Supplemental Indenture dated as of March 10, 2025 and the Thirty-Third Supplemental Indenture dated as of August 11, 2025 (the Base Indenture as so amended and supplemented, the “Indenture”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer, the Existing Guarantors and the New Guarantor are authorized to execute and deliver this Thirty-Seventh Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Guarantor, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the applicable Notes as follows:

1. Defined Terms. As used in this Thirty-Seventh Supplemental Indenture, capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Thirty-Seventh Supplemental Indenture refer to this Thirty-Seventh Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Guarantor hereby agrees to unconditionally guarantee, and the Existing Guarantors hereby affirm their joint and several unconditional guarantee of, the Issuer’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to ARTICLE X and the release provisions thereof, the provisions of which, notwithstanding anything the contrary therein, shall apply mutatis mutandis to the New Guarantor’s guarantees of the Issuer’s obligations under the Notes and the Indenture.

3. Notices. All notices or other communications to the Issuer and the New Guarantor shall be given as provided in Section 12.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly contemplated hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

5. Governing Law. THIS THIRTY-SEVENTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirty-Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantor and the Issuer.

7. Counterpart Originals. This Thirty-Seventh Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. The exchange of copies of this Thirty-Seventh Supplemental Indenture and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Thirty-Seventh Supplemental Indenture as to the parties hereto and may be used in lieu of the original Thirty-Seventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes. The parties may sign any number of copies of this Thirty-Seventh Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

8. Headings, etc. The headings of the Articles and Sections of this Thirty-Seventh Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Thirty-Seventh Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Thirty-Seventh Supplemental Indenture to be duly executed, all as of the date first above written.

 

T-MOBILE US, INC.
T-MOBILE USA, INC.

TMPR LICENSE LLC

 

and on behalf of the other Guarantors listed in Annex I

By:   /s/ Johannes Thorsteinsson
  Name: Johannes Thorsteinsson
  Title: As set forth in Annex I below

[Thirty-Seventh Supplemental Indenture]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:   /s/ Carol Ng
  Name: Carol Ng
  Title: Vice President
By:   /s/ Sebastian Hidalgo
  Name: Sebastian Hidalgo
  Title: Assistant Vice President

[Thirty-Seventh Supplemental Indenture]

ANNEX I

 

Name of Issuer or Guarantor

   

Signatory Title

APC REALTY AND EQUIPMENT COMPANY, LLC

ASSURANCE WIRELESS USA, L.P.

ATI SUB, LLC

BLIS USA, INC.

BREEZE ACQUISITION SUB LLC

CLEARWIRE COMMUNICATIONS LLC

CLEARWIRE LEGACY LLC

CLEARWIRE SPECTRUM HOLDINGS II LLC

CLEARWIRE SPECTRUM HOLDINGS III LLC

CLEARWIRE SPECTRUM HOLDINGS LLC

FIXED WIRELESS HOLDINGS, LLC

LAB465, LLC

METROPCS CALIFORNIA, LLC

METROPCS FLORIDA, LLC

METROPCS GEORGIA, LLC

METROPCS MASSACHUSETTS, LLC

METROPCS MICHIGAN, LLC

METROPCS NEVADA, LLC

METROPCS NEW YORK, LLC

METROPCS PENNSYLVANIA, LLC

METROPCS TEXAS, LLC

MINT MOBILE, LLC

NEXTEL SYSTEMS, LLC

NEXTEL WEST CORP.

NSAC, LLC

PLAY OCTOPUS LLC

PUSHSPRING, LLC

SPRINT CAPITAL CORPORATION

SPRINT COMMUNICATIONS LLC

SPRINT LLC

SPRINT SOLUTIONS LLC

SPRINT SPECTRUM REALTY COMPANY, LLC

T-MOBILE CENTRAL LLC

T-MOBILE INNOVATIONS LLC

T-MOBILE LICENSE LLC

T-MOBILE MW LLC

T-MOBILE NORTHEAST LLC

T-MOBILE PUERTO RICO HOLDINGS LLC

T-MOBILE PUERTO RICO LLC

T-MOBILE RESOURCES LLC

T-MOBILE SOUTH LLC

T-MOBILE US, INC.

T-MOBILE USA, INC.

T-MOBILE WEST LLC

TDI ACQUISITION SUB, LLC

TMPR LICENSE LLC

TMUS INTERNATIONAL CORP.

USCC SERVICES, LLC

    Senior Vice President, Treasury & Treasurer

 

I-1

Name of Issuer or Guarantor

   

Signatory Title

UVNV, LLC

VISTAR MEDIA GLOBAL PARTNERS, LLC

VISTAR MEDIA, INC.

VMU GP, LLC

WBSY LICENSING, LLC

    Senior Vice President, Treasury & Treasurer

SPRINTCOM LLC

SPRINT SPECTRUM LLC

T-MOBILE FINANCIAL LLC

T-MOBILE LEASING LLC

    Assistant Treasurer

 

I-2

Exhibit 5.5

 

Fried, Frank, Harris, Shriver & Jacobson LLP    LOGO

January 7, 2026

T-Mobile US, Inc.

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, WA 98006

Ladies and Gentlemen:

We have acted as counsel to T-Mobile USA, Inc., a Delaware corporation (the “Company”), T-Mobile US, Inc., a Delaware corporation and the direct parent of the Company (“Parent”), and TMPR License LLC, a Delaware limited liability company (the “New Guarantor”), in connection with Post-Effective Amendment No. 6 (the “Amendment”) to the Registration Statement on Form S-3 (File No. 333-271553) initially filed on May 1, 2023 with the Securities and Exchange Commission, and as amended by Post-Effective Amendment No. 1 thereto, filed on September 11, 2023, Post-Effective Amendment No. 2 thereto, filed on September 23, 2024, Post-Effective Amendment No. 3 thereto, filed on February 4, 2025, Post-Effective Amendment No. 4 thereto, filed on March 24, 2025 and Post-Effective Amendment No. 5 thereto, filed on October 6, 2025 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), which Amendment relates to (i) the addition of the New Guarantor as a co-registrant under the Registration Statement and (ii) the registration of guarantees (the “New Guarantees”) by the New Guarantor to be issued in connection with one or more series of debt securities (the “Debt Securities”) that may be issued by the Company. The Registration Statement, as amended, relates to the contemplated issuance from time to time, as set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and as may be set forth in one or more supplements to the Prospectus, of (i) Debt Securities and (ii) guarantees of the Debt Securities (the “Guarantees”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

The New Guarantees may be issued from time to time pursuant to one or more supplemental indentures to the Indenture, dated as of September 15, 2022 (as supplemented to the date hereof, the “Indenture”), among the Company, Parent and Deutsche Bank Trust Company Americas, as trustee (any such supplemental indenture, a “Supplemental Indenture” and, collectively, the “Supplemental Indentures”). The Indenture, any Supplemental Indentures, any certificates evidencing Debt Securities and any notations of guarantee with respect to Guarantees and any other documents contemplated thereby or hereby are collectively referred to herein as the “Documents.”

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined the originals or certified, conformed, electronic or reproduction copies of such agreements, instruments, documents and records of the Company, Parent, the New Guarantor and their subsidiaries, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company, Parent, the New Guarantor and their subsidiaries and others, in each case as we have deemed necessary or appropriate for the purposes of this opinion.

One New York Plaza, New York, New York 10004—1903

T: +1.212.859.8000 friedfrank.com

Fried, Frank, Harris, Shriver & Jacobson LLP  

January 7, 2026

Page 2

 

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Documents and certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, Parent, the New Guarantor and their subsidiaries and others.

To the extent it may be relevant to the opinion expressed herein, we have assumed that (i) all of the parties to the Documents (other than the New Guarantor) are validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) the parties to the Documents (other than the New Guarantor) have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (iii) each of the Documents has been duly authorized, executed and delivered by each of the parties thereto (other than the New Guarantor); (iv) each of the Documents constitutes a valid and binding obligation of all the parties thereto (other than as expressly addressed in the opinion below as to the New Guarantor), enforceable against such parties in accordance with their respective terms; and (v) all of the parties to the Documents will comply with all of their covenants, agreements and obligations under the Documents and all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that when (i) the Amendment and any subsequent amendments to the Registration Statement (including any post-effective amendments) have become effective under the Securities Act, (ii) the terms of the issuance and sale of the New Guarantees registered pursuant to the Registration Statement have been established in accordance with the Indenture and duly approved by the Member(s), Manager(s), other governing body or committee thereof, as applicable, of the New Guarantor, in conformity with such New Guarantor’s (x) Certificate of Formation and (y) Limited Liability Company Agreement (as each may be amended from time to time), and all other necessary limited liability company action on the part of the New Guarantor has been taken in connection therewith and in a manner so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding on any of the Company or the New Guarantor, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and the New Guarantor, (iii) any relevant Supplemental Indenture has been duly authorized, executed and delivered by the Company, the New Guarantor and each other party thereto, (iv) such New Guarantees have been duly issued in accordance with the Indenture and any applicable Supplemental Indenture, and (v) such Debt Securities have been duly authenticated, executed and delivered against payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement, such New Guarantees will constitute valid and binding obligations of the New Guarantor.

Fried, Frank, Harris, Shriver & Jacobson LLP  

January 7, 2026

Page 3

 

The opinion set forth above is subject to the following qualifications:

(A) We express no opinion as to the validity, binding effect or enforceability of any provision in any Document:

(i) relating to indemnification, contribution or exculpation;

(ii) containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Company or the New Guarantor under any of such Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under, provisions of applicable law (including judicial decisions); or (b) with respect to any Waiver in the New Guarantees insofar as it relates to causes or circumstances that would operate as a discharge or release of, or defense available to, the New Guarantor thereunder as a matter of law (including judicial decisions), except to the extent such a Waiver is effective under, and is not prohibited by or void or invalid under applicable law (including judicial decisions);

(iii) related to (a) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York, (b) choice of governing law to the extent the validity, binding effect or enforceability of any such provision is to be considered by any court other than a court of the State of New York or a federal district court sitting in the State of New York, in each case, applying the choice of law rules of the State of New York, (c) service of process, or (d) waivers of any rights to trial by jury;

(iv) specifying that provisions thereof may be modified or waived only in writing;

(v) purporting to give any person or entity the power to accelerate obligations without notice to the obligor;

(vi) relating to payment of late charges, interest (or discount or equivalent amounts), premium, “make-whole” payments, collection costs or fees at a rate or in an amount, after or upon the maturity or acceleration of the liabilities evidenced or secured thereby or after or during the continuance of any default or other circumstance, or upon prepayment, that a court would determine in the circumstances to be unreasonable, a penalty or forfeiture; or

Fried, Frank, Harris, Shriver & Jacobson LLP  

January 7, 2026

Page 4

 

(vii) that purports to create a trust, power of attorney or other fiduciary relationship.

(B) We express no opinion as to the effect of any law of any jurisdiction other than the State of New York wherein any party to the Documents may be located or wherein enforcement of any Document may be sought that limits the rates of interest legally chargeable or collectible.

(C) Our opinion is subject to the following:

(i) bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect relating to or affecting creditors’ rights or remedies generally;

(ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies), whether such principles are considered in a proceeding in equity or at law; and

(iii) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.

(D) Provisions in the New Guarantees and the Indenture that provide that the New Guarantor’s liability thereunder shall not be affected by (i) actions or failures to act on the part of the recipient, the holders or the Trustee, (ii) amendments or waivers of provisions of documents governing the guaranteed obligations or (iii) other actions, events or circumstances that make more burdensome or otherwise change the obligations and liabilities of the New Guarantor, might not be enforceable under the circumstances and in the event of actions that change the essential nature of the terms and conditions of the guaranteed obligations. With respect to the New Guarantor, we have assumed that consideration that is sufficient to support the agreements of the New Guarantor under the Documents has been received by the New Guarantor.

(E) We express no opinion as to the validity or binding effect of any provision of any agreement (i) providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction, under applicable law, will convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law or (ii) providing for governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

The opinion expressed herein is limited to the laws of the State of New York and to the extent relevant, the Limited Liability Company Act of the State of Delaware, each as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinion expressed herein. The opinion expressed herein is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This letter is given only as of the time of its delivery, and we undertake no responsibility to update or supplement this letter after its delivery.

We hereby consent to the filing of this opinion as an exhibit to the Amendment. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

 

Very truly yours,
/s/ Fried, Frank, Harris, Shriver & Jacobson LLP
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

Exhibit 22.1

Obligors

From time to time, T-Mobile US, Inc., a Delaware corporation, as a guarantor, and its subsidiaries listed in the following table, may be obligors under debt securities issued by T-Mobile USA, Inc., a Delaware corporation, pursuant to the registration statement to which this list is filed as an exhibit.

 

Name of Subsidiary

   

Jurisdiction of Organization

   

Obligor Type

APC Realty and Equipment Company, LLC    Delaware    Guarantor
Assurance Wireless USA, L.P.    Delaware    Guarantor
ATI Sub, LLC    Delaware    Guarantor
Blis USA, Inc.    Delaware    Guarantor
Breeze Acquisition Sub LLC    Delaware    Guarantor
Clearwire Communications LLC    Delaware    Guarantor
Clearwire Legacy LLC    Delaware    Guarantor
Clearwire Spectrum Holdings II LLC    Nevada    Guarantor
Clearwire Spectrum Holdings III LLC    Nevada    Guarantor
Clearwire Spectrum Holdings LLC    Nevada    Guarantor
Fixed Wireless Holdings, LLC    Delaware    Guarantor
Lab465, LLC    Delaware    Guarantor
MetroPCS California, LLC    Delaware    Guarantor
MetroPCS Florida, LLC    Delaware    Guarantor
MetroPCS Georgia, LLC    Delaware    Guarantor
MetroPCS Massachusetts, LLC    Delaware    Guarantor
MetroPCS Michigan, LLC    Delaware    Guarantor
MetroPCS Nevada, LLC    Delaware    Guarantor
MetroPCS New York, LLC    Delaware    Guarantor
MetroPCS Pennsylvania, LLC    Delaware    Guarantor
MetroPCS Texas, LLC    Delaware    Guarantor
Mint Mobile, LLC    Delaware    Guarantor
Nextel Systems, LLC    Delaware    Guarantor
Nextel West Corp.    Delaware    Guarantor
NSAC, LLC    Delaware    Guarantor
Play Octopus LLC    Delaware    Guarantor
PushSpring, LLC    Delaware    Guarantor
Sprint Capital Corporation    Delaware    Guarantor
Sprint Communications LLC    Delaware    Guarantor
Sprint LLC    Delaware    Guarantor
Sprint Solutions LLC    Delaware    Guarantor
Sprint Spectrum LLC    Delaware    Guarantor
Sprint Spectrum Realty Company, LLC    Delaware    Guarantor
SprintCom LLC    Kansas    Guarantor
T-Mobile Central LLC    Delaware    Guarantor
T-Mobile Financial LLC    Delaware    Guarantor

T-Mobile Innovations LLC    Delaware    Guarantor
T-Mobile Leasing LLC    Delaware    Guarantor
T-Mobile License LLC    Delaware    Guarantor
T-Mobile MW LLC    Delaware    Guarantor
T-Mobile Northeast LLC    Delaware    Guarantor
T-Mobile Puerto Rico Holdings LLC    Delaware    Guarantor
T-Mobile Puerto Rico LLC    Delaware    Guarantor
T-Mobile Resources LLC    Delaware    Guarantor
T-Mobile South LLC    Delaware    Guarantor
T-Mobile USA, Inc.    Delaware    Issuer
T-Mobile West LLC    Delaware    Guarantor
TDI Acquisition Sub, LLC    Delaware    Guarantor
TMPR License LLC    Delaware    Guarantor
TMUS International Corp.    Delaware    Guarantor
USCC Services, LLC    Delaware    Guarantor
UVNV, LLC    Delaware    Guarantor
Vistar Media Global Partners, LLC    New York    Guarantor
Vistar Media, Inc.    Delaware    Guarantor
VMU GP, LLC    Delaware    Guarantor
WBSY Licensing, LLC    Delaware    Guarantor

Exhibit 23.7

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement (No. 333-271553) on Form S-3 of our report dated January 31, 2025, relating to the consolidated financial statements of T-Mobile US, Inc. and the effectiveness of T-Mobile US, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of T-Mobile US, Inc. for the year ended December 31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Seattle, Washington

January 7, 2026

Exhibit 25.1

 

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

☐

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

 

 

 

NEW YORK   13-4941247

(Jurisdiction of Incorporation or

organization if not a U.S. national bank)

  

(I.R.S. Employer

Identification no.)

One Columbus Circle

NEW YORK, NEW YORK

   10019
(Address of principal executive offices)   (Zip Code)

Deutsche Bank Trust Company Americas

One Columbus Circle

New York, New York 10019

(212) 250 – 2500

(Name, address and telephone number of agent for service)

 

 

T-Mobile USA, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   91-1983600

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

Additional Obligors

(See Table of Additional Obligors on next page)

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

(Address, including zip code, and telephone number, including area code, of obligor’s principal executive offices)

 

 

Debt Securities

(Title of the Indenture securities)

 

 
 

Exact name of obligor as specified in its charter(1)

  

State or other

jurisdiction of

incorporation or

organization

   

I.R.S. Employer

Identification

Number

T-Mobile US, Inc.    Delaware    20-0836269
APC Realty and Equipment Company, LLC    Delaware    52-2013278
Assurance Wireless USA, L.P.    Delaware    94-3410099
ATI Sub, LLC    Delaware    26-2670017
Blis USA, Inc.    Delaware    81-2163985
Breeze Acquisition Sub LLC    Delaware    33-3728363
Clearwire Communications LLC    Delaware    26-3783012
Clearwire Legacy LLC    Delaware    26-3791581
Clearwire Spectrum Holdings II LLC    Nevada    38-4054757
Clearwire Spectrum Holdings III LLC    Nevada    37-1875879
Clearwire Spectrum Holdings LLC    Nevada    38-4054751
Fixed Wireless Holdings, LLC    Delaware    75-3120884
Lab465, LLC    Delaware    61-1773180
MetroPCS California, LLC    Delaware    68-0618381
MetroPCS Florida, LLC    Delaware    68-0618383
MetroPCS Georgia, LLC    Delaware    68-0618386
MetroPCS Massachusetts, LLC    Delaware    20-8303630
MetroPCS Michigan, LLC    Delaware    20-2509038
MetroPCS Nevada, LLC    Delaware    20-8303430
MetroPCS New York, LLC    Delaware    20-8303519
MetroPCS Pennsylvania, LLC    Delaware    20-8303570
MetroPCS Texas, LLC    Delaware    20-2508993
Mint Mobile, LLC    Delaware    84-2466109
Nextel Systems, LLC    Delaware    54-1878330
Nextel West Corp.    Delaware    84-1116272
NSAC, LLC    Delaware    54-1879079
Play Octopus LLC    Delaware    82-4700125
PushSpring, LLC    Delaware    46-2545203
Sprint Capital Corporation    Delaware    48-1132866
Sprint Communications LLC    Delaware    48-0457967
Sprint LLC    Delaware    46-1170005
Sprint Solutions LLC    Delaware    47-0882463
Sprint Spectrum LLC    Delaware    48-1165245
Sprint Spectrum Realty Company, LLC    Delaware    43-1746021
SprintCom LLC    Kansas    48-1187511
T-Mobile Central LLC    Delaware    91-1973799
T-Mobile Financial LLC    Delaware    47-1324347
T-Mobile Innovations LLC    Delaware    37-2001657
T-Mobile Leasing LLC    Delaware    47-5079638
T-Mobile License LLC    Delaware    91-1917328
T-Mobile MW LLC    Delaware    33-4885222
T-Mobile Northeast LLC    Delaware    52-2069434
T-Mobile Puerto Rico Holdings LLC    Delaware    20-2209577
T-Mobile Puerto Rico LLC    Delaware    66-0649631
T-Mobile Resources LLC    Delaware    91-1909782
T-Mobile South LLC    Delaware    20-3945483
T-Mobile West LLC    Delaware    36-4027581
TDI Acquisition Sub, LLC    Delaware    26-2671363
TMPR License LLC    Delaware    41-2973954
TMUS International Corp.    Delaware    91-2116909
USCC Services, LLC    Delaware    36-4046814
UVNV, LLC    Delaware    45-4829750
Vistar Media Global Partners, LLC    New York    33-4018758
Vistar Media, Inc.    Delaware    45-2857556
VMU GP, LLC    Delaware    Not applicable

WBSY Licensing, LLC

   

Delaware

    36-4046585

 

(1)

The address of each obligor is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000.

Item 1.

General Information.

Furnish the following information as to the trustee.

 

  (a)

Name and address of each examining or supervising authority to which it is subject.

 

Name

   

Address

Federal Reserve Bank (2nd District)    New York, NY
Federal Deposit Insurance Corporation    Washington, D.C.
New York State Banking Department    Albany, NY

 

  (b)

Whether it is authorized to exercise corporate trust powers.

 

   

Yes.

 

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

NA

 

Item 3. -15.

Not Applicable

 

Item 16.

List of Exhibits.

 

Exhibit 1 -

    Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 2 -

    Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 3 -

    Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333- 201810.

Exhibit 4 -

    A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated May 1, 2025 (see attached).

Exhibit 5 -

    Not applicable.

Exhibit 6 -

    Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 7 -

    A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8 -

    Not Applicable.

Exhibit 9 -

    Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 31st day of December 2025.

 

DEUTSCHE BANK TRUST COMPANY AMERICAS
  By:  

/s/ Carol Ng

  Carol Ng
  Vice President

Exhibit 4

AMENDED AND RESTATED

BY-LAWS

OF

DEUTSCHE BANK TRUST COMPANY AMERICAS

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meeting. The annual meeting of the stockholders of Deutsche Bank Trust Company Americas (the “Company”) shall be held in the City of New York within the State of New York within the first four months of the Company’s fiscal year, on such date and at such time and place as the board of directors of the Company (“Board of Directors” or “Board”) may designate in the call or in a waiver of notice thereof, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Section 1.02. Special Meetings. Special meetings of the stockholders of the Company may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five percent (25%) of the shares of stock of the Company issued and outstanding and entitled to vote, at such times. If for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the Company, the Board of Directors shall call a special meeting for the election of directors within two weeks after the expiration of such period; otherwise, holders of record of ten percent (10%) of the shares of stock of the Company entitled to vote in an election of directors may, in writing, demand the call of a special meeting at the office of the Company for the election of directors, specifying the date and month thereof, but not less than two nor more than three months from the date of such call. At any such special meeting called on demand of stockholders, the stockholders attending, in person or by proxy, and entitled to vote in an election of directors shall constitute a quorum for the purpose of electing directors, but not for the transaction of any other business.

Section 1.03. Notice of Meetings. Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than 10 nor more than 50 days before the date of such meeting (or any other action) to each stockholder of record entitled to vote, at his post office address appearing upon the records of the Company or at such other address as shall be furnished in writing by him to the Secretary of the Company for such purpose. Such further notice shall be given as may be required by law or by these By-Laws. Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 1.04. Quorum. The holders of record of at least a majority of the shares of the stock of the Company issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law, by the Company’s Organization Certificate or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 1.05. Organization of Meetings. Meetings of the stockholders shall be presided over by the Chairman of the Board or, if he is not present, by the President or, if he is not present, by a chairman to be chosen at the meeting. The Secretary of the Company, or in his absence an Assistant Secretary, shall act as secretary of the meeting, if present.

 

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Section 1.06. Voting. At each meeting of stockholders, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his name on the records of the Company. Elections of directors shall be determined by a plurality of the votes cast thereat and, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.

At all elections of directors, the voting shall be by ballot or in such other manner as may be determined by the stockholders present in person or by proxy entitled to vote at such election.

Section 1.07. Action by Consent. Except as may otherwise be provided in the Company’s Organization Certificate, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by all the holders of record of shares of the stock of the Company, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

DIRECTORS

Section 2.01. Chairman of the Board. Following the election of the Board of Directors at each annual meeting, the elected Board shall appoint one of its members as Chairman. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders, and he shall perform such other duties and have such other powers as from time to time may be prescribed by the Board of Directors. 

Section 2.02. Lead Independent Director. Following the election of the Board of Directors at each annual meeting, the elected Board may appoint one of its independent members as its Lead Independent Director. When the Chairman of the Board is not present at a meeting of the Board of Directors, the Lead Independent Director, if there be one, shall preside.

Section 2.03. Director Emeritus. The Board of Directors may from time to time elect one or more Directors Emeritus. Each Director Emeritus shall be elected for a term expiring on the date of the regular meeting of the Board of Directors following the next annual meeting. No Director Emeritus shall be considered a "director" for purposes of these By-Laws or for any other purpose.

Section 2.04. Powers, Number, Quorum, Term, Vacancies, Removal. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Company’s Organization Certificate or by these By-Laws required to be exercised or done by the stockholders.

The number of directors may be changed by a resolution passed by a majority of the members of the Board of Directors or by a vote of the holders of record of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote, but at all times the Board of Directors must consist of not less than seven nor more than thirty directors. No more than one-third of the directors shall be active officers or employees of the Company. At least one-half of the directors must be citizens of the United States at the time of their election and during their continuance in office.

 

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Except as otherwise required by law, rule or regulation, or by the Company’s Organization Certificate, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors, or such committee, as applicable. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or video, or other similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Whether or not a quorum shall be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time; notice of the adjourned meeting shall be given to the directors who were not present at the time of the adjournment, but if the time and place of the adjourned meeting are announced, no additional notice shall be required to be given to the directors present at the time of adjournment.

Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified. Director vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.

Any one or more of the directors of the Company may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Company, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.

Section 2.05. Meetings, Notice. Meetings of the Board of Directors shall be held at such place either within or without the State of New York, as may from time to time be fixed by resolution of the Board, or as may be specified in the call or in a waiver of notice thereof. Regular meetings of the Board of Directors and its Executive Committee shall be held as often as may be required under applicable law, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board or the President, by oral, telegraphic or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 2.06. Compensation. The Board of Directors may determine, from time to time, the amount of compensation, which shall be paid to its members. The Board of Directors shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. The Board of Directors shall also have power, in its discretion, to provide for and pay to directors rendering services to the Company not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.

ARTICLE III

COMMITTEES

Section 3.01. Executive Committee. There shall be an Executive Committee of the Board who shall be appointed annually by resolution adopted by the majority of the entire Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his

 

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absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Executive Committee as the Executive Committee from time to time may designate shall preside at such meetings.

Section 3.02. Audit and Fiduciary Committee. There shall be an Audit and Fiduciary Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of independent directors, as may from time to time be fixed by the Audit and Fiduciary Committee charter adopted by the Board of Directors.

Section 3.03. Other Committees. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.

Section 3.04. Limitations. No committee shall have the authority as to the following matters: (i) the submission to stockholders of any action that needs stockholders’ authorization under New York Banking Law; (ii) the filling of vacancies in the Board of Directors or in any such committee; (iii) the fixing of compensation of the directors for serving on the Board of Directors or on any committee; (iv) the amendment or repeal of these By-Laws, or the adoption of new by-laws; (v) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable; or (vi) the taking of action which is expressly required by any provision of New York Banking Law to be taken at a meeting of the Board of Directors or by a specified proportion of the directors.

ARTICLE IV

OFFICERS

Section 4.01. Titles and Election. The officers of the Company, who shall be chosen by the Board of Directors within twenty-five days after each annual meeting of stockholders, shall be a President, Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Treasurer, Secretary, and a General Auditor. The Board of Directors from time to time may elect one or more Managing Directors, Directors, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it shall deem necessary, and may define their powers and duties. Any number of offices may be held by the same person, except the offices of President and Secretary.

Section 4.02. Terms of Office. Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.

Section 4.03. Removal. Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.

Section 4.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05. Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

 

- 4 -

Section 4.06. President. The President shall have general authority to exercise all the powers necessary for the President of the Company. In the absence of the Chairman and the Lead Independent Director, the President shall preside at all meetings of the Board of Directors and of the stockholders. The President shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the president of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.

Section 4.07. Chief Executive Officer. Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Company. The Chief Executive Officer shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Company; he shall appoint and discharge employees and agents of the Company (other than officers elected by the Board of Directors); he shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the chief executive officer of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.

Section 4.08. Chief Risk Officer. The Chief Risk Officer shall have the responsibility for the risk management and monitoring of the Company. The Chief Risk Officer shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to his office and as from time to time may otherwise be prescribed by the Board of Directors.

Section 4.09. Chief Financial Officer. The Chief Financial Officer shall have the responsibility for reporting to the Board of Directors on the financial condition of the Company, preparing and submitting all financial reports required by applicable law, and preparing annual financial statements of the Company and coordinating with qualified third party auditors to ensure such financial statements are audited in accordance with applicable law.

Section 4.10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys, and other valuable effects in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it an account of all his transactions as Treasurer and of the financial condition of the Company.

Section 4.11. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of proceedings in records or books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors and shall perform such other duties and have such other powers as may be incident to the office of the secretary of a corporation and as from time to time may otherwise be prescribed by the Board of Directors. The Secretary shall have and be the custodian of the stock records and all other books, records and papers of the Company (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.

Section 4.12. General Auditor. The General Auditor shall be responsible, through the Audit and Fiduciary Committee, to the Board of Directors for the determination of the program of the

 

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internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit and Fiduciary Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit and Fiduciary Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit and Fiduciary Committee may request.

Section 4.13. Managing Directors, Directors and Vice Presidents. If chosen, the Managing Directors, Directors and Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. Such Managing Directors, Directors and Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and they shall perform such other duties and have such other powers as may be incident to their respective offices and as from time to time may be prescribed by the Board of Directors or the President.

Section 4.14. Duties of Officers may be Delegated. In case of the absence or disability of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 5.01. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made or threatened to be made a party to an action or proceeding (other than one by or in the right of the Company to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company served in any capacity at the request of the Company, by reason of the fact that such person, his or her testator or intestate, was a director or officer of the Company, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, and had no reasonable cause to believe that such person’s conduct was unlawful. 

Section 5.02. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made, or threatened to be made, a party to an action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person, his or her testator or intestate, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise,

 

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against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, except that no indemnification under this Section 5.02 shall be made in respect of (a) a threatened action, or a pending action which is settled or otherwise disposed of, or (b) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

Section 5.03. Authorization of Indemnification. Any indemnification under this Article V (unless ordered by a court) shall be made by the Company only if authorized in the specific case (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be; or (ii) if a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be, has been met by such director or officer; or (y) by the stockholders upon a finding that the director or officer has met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be. A person who has been successful on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Sections 5.01 or 5.02, shall be entitled to indemnification as authorized in such section.

Section 5.04. Good Faith Defined. For purposes of any determination under Section 5.03, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 5.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be.

Section 5.05. Serving an Employee Benefit Plan on behalf of the Company. For the purpose of this Article V, the Company shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

Section 5.06. Indemnification upon Application to a Court. Notwithstanding the failure of the Company to provide indemnification and despite any contrary resolution of the Board or stockholders under Section 5.03, or in the event that no determination has been made within ninety

 

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days after receipt of the Company of a written claim therefor, upon application to a court by a director or officer, indemnification shall be awarded by a court to the extent authorized in Section 5.01 or Section 5.02. Such application shall be upon notice to the Company. Neither a contrary determination in the specific case under Section 5.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.

Section 5.07. Expenses Payable in Advance. Subject to the other provisions of this Article V, and subject to applicable law, expenses incurred in defending a civil or criminal action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount (i) if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V, (ii) where indemnification is granted, to the extent expenses so advanced by the Company or allowed by a court exceed the indemnification to which such person is entitled and (iii) upon such other terms and conditions, if any, as the Company deems appropriate. Any such advancement of expenses shall be made in the sole and absolute discretion of the Company only as authorized in the specific case upon a determination made, with respect to a person who is a director or officer at the time of such determination, (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding, or (ii) if a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel or (y) by the stockholders and, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Company. Without limiting the foregoing, the Company reserves the right in its sole and absolute discretion to revoke at any time any approval previously granted in respect of any such request for the advancement of expenses or to, in its sole and absolute discretion, impose limits or conditions in respect of any such approval.

Section 5.08. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses granted pursuant to, or provided by, this Article V shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled whether contained in the Company’s Organization Certificate, these By-Laws or, when authorized by the Organization Certificate or these By-Laws, (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this Article V shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

Section 5.09. Insurance. Subject to the other provisions of this Article V, the Company may purchase and maintain insurance (in a single contract or supplement thereto, but not in a retrospective rated contract): (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this Article V, (ii) to indemnify directors and officers in instances in which they may be indemnified by the Company under the provisions of this Article V and applicable law, and (iii) to indemnify directors and officers in instances in which they may not otherwise be indemnified by the Company under the provisions of this Article V, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York Superintendent of Financial Services, for a retention amount and for co-insurance. Notwithstanding the foregoing, any such insurance shall be subject to the provisions of, and the Company shall comply with the requirements set forth in, Section 7023 of the New York State Banking Law.

 

- 8 -

Section 5.10. Limitations on Indemnification and Insurance. All indemnification and insurance provisions contained in this Article V are subject to any limitations and prohibitions under applicable law, including but not limited to Section 7022 (with respect to indemnification, advancement or allowance) and Section 7023 (with respect to insurance) of the New York State Banking Law and the Federal Deposit Insurance Act (with respect to administrative proceedings or civil actions initiated by any federal banking agency). Notwithstanding anything contained in this Article V to the contrary, no indemnification, advancement or allowance shall be made (i) to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (ii) in any circumstance where it appears (a) that the indemnification would be inconsistent with a provision of the Company’s Organization Certificate, these By-Laws, a resolution of the Board or of the stockholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) if there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.

Notwithstanding anything contained in this Article V to the contrary, but subject to any requirements of applicable law, (i) except for proceedings to enforce rights to indemnification (which shall be governed by Section 5.06), the Company shall not be obligated to indemnify any director or officer (or his testators intestate) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Company, (ii) with respect to indemnification or advancement of expenses relating to attorneys’ fees under this Article V, counsel for the present or former director or officer must be reasonably acceptable to the Company (and the Company may, in its sole and absolute discretion, establish a panel of approved law firms for such purpose, out of which the present or former director or officer could be required to select an approved law firm to represent him), (iii) indemnification in respect of amounts paid in settlement shall be subject to the prior consent of the Company (not to be unreasonably withheld), (iv) any and all obligations of the Corporation under this Article V shall be subject to applicable law, (v) in no event shall any payments pursuant to this Article V be made if duplicative of any indemnification or advancement of expenses or other reimbursement available to the applicable director or officer (other than for coverage maintained by such person in his individual capacity), and (vi) no indemnification or advancement of expenses shall be provided under these By-Laws to any person in respect of any expenses, judgments, fines or amounts paid in settlement to the extent incurred by such person in his capacity or position with another entity (including, without limitation, an entity that is a stockholder of the Company or any of the branches or affiliates of such stockholder), except as expressly provided in these By-Laws in respect of such person’s capacity and position as a director or officer of the Company or such person is a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Section 5.11. Indemnification of Other Persons. The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses (whether pursuant to an adoption of a policy or otherwise) to employees and agents of the Company (whether similar to those conferred in this Article V upon directors and officers of the Company or on other terms and conditions authorized from time to time by the Board of Directors), as well as to employees of direct and indirect subsidiaries of the Company and to other persons (or categories of persons) approved from time to time by the Board of Directors.

 

- 9 -

Section 5.12. Repeal. Any repeal or modification of this Article V shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Company existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE VI

CAPITAL STOCK

Section 6.01. Certificates. The interest of each stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the President or a Managing Director or a Director or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Company or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe. Where any such certificate is countersigned by a transfer agent other than the Company or its employee, or registered by a registrar other than the Company or its employee, the signature of any such officer may be a facsimile signature. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation, retirement, disqualification, removal or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.

Section 6.02. Transfer. The shares of stock of the Company shall be transferred only upon the books of the Company by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

Section 6.03. Record Dates. The Board of Directors may fix in advance a date, not less than 10 nor more than 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.

Section 6.04. Lost Certificates. In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Board of Directors may authorize the issuance of a new certificate of the same tenor and for the same number of shares in lieu thereof. The Board may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary and to give the Company a bond in such reasonable sum as it directs to indemnify the Company.

 

- 10 -

ARTICLE VII

CHECKS, NOTES, ETC.

Section 7.01. Checks, Notes, Etc. All checks and drafts on the Company's bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by the President or any Managing Director or any Director or any Vice President and may also be signed by such other officer or officers, agent or agents, as shall be thereunto authorized from time to time by the Board of Directors.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Fiscal Year. The fiscal year of the Company shall be from January 1 to December 31, unless changed by the Board of Directors.

Section 8.02. Books. There shall be kept at such office of the Company as the Board of Directors shall determine, within or without the State of New York, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.

Section 8.03. Voting of Stock. Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Company, other than stock of the Company, shall be voted, in person or by proxy, by the President or any Managing Director or any Director or any Vice President of the Company on behalf of the Company.

ARTICLE IX

AMENDMENTS

Section 9.01. Amendments. The vote of the holders of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws. These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board, provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.

Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Company issued and outstanding and entitled to vote are present at such meeting.

 

- 11 -

Exhibit 7

 

    Board of Governors of the Federal Reserve System   OMB Number 7100-0036
    Federal Deposit Insurance Corporation   OMB Number 3064-0052
    Office of the Comptroller of the Currency   OMB Number 1557-0081
      Approval expires September 30, 2028
      Page 1 of 86

,Federal Financial Institutions Examination Council

 

 
LOGO   Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041
 

 

Report at the close of business September 30, 2025       20250930
     (RCON 9999)

This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).

 

Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.

   

This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031.

 

NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.

 

I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting

   

schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.

 

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.

  

 

   Director (Trustee)

 

   

 

Signature of Chief Financial Officer (or Equivalent)    Director (Trustee)

10/30/2025

   

 

Date of Signature

 

       Director (Trustee)   
 

 

Submission of Reports

Each bank must file its Reports of Condition and Income (Call Report) data by either:

 

(a)  Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or

   

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.

(b)  Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR.

   

The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.

     

DEUTSCHE BANK TRUST COMPANY AMERICAS

      Legal Title of Bank (RSSD 9017)

For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.

   

 

New York

City (RSSD 9130)
                
FDIC Certificate Number    623      

NY

      

10019

   (RSSD 9050)       State Abbreviation (RSSD 9200)       Zip Code (RSSD 9220)
         Legal Entity Identifier (LEI)
         8EWQ2UQKS07AKK8ANH81
         (Report only if your institution already has an LEI.) (RCON 9224)

 

 

The estimated average burden associated with this information collection is 55.56 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.

06/2012

09/2025    

     

FFIEC 041   

Page 16 of 86

RC-1      

 

Consolidated Report of Condition for Insured Banks

and Savings Associations for September 30, 2025

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

 

Dollar Amounts in Thousands

      RCON      Amount         

Assets

                

1.

    Cash and balances due from depository institutions (from Schedule RC-A):             
     a.    Noninterest-bearing balances and currency and coin (1)      0081    40,000      1.a.  
     b.    Interest-bearing balances (2)      0071    15,917,000      1.b.  

2.

    Securities:                  
     a.    Held-to-maturity securities (from Schedule RC-B, column A) (3)      JJ34    0      2.a.  
     b.    Available-for-sale debt securities (from Schedule RC-B, column D)      1773    400,000      2.b.  
     c.    Equity securities with readily determinable fair values not held for trading (4)      JA22    0      2.c.  

3.

    Federal funds sold and securities purchased under agreements to resell:               
     a.    Federal funds sold      B987    0      3.a.  
     b.    Securities purchased under agreements to resell (5, 6)      B989    6,920,000      3.b.  

4.

    Loans and lease financing receivables (from Schedule RC-C):                  
     a.    Loans and leases held for sale      5369    0      4.a.  
     b.    Loans and leases held for investment    B528      15,361,000             4.b.  
     c.    LESS: Allowance for credit losses on loans and leases    3123    28,000             4.c.  
     d.    Loans and leases held for investment, net of allowance (item 4.b minus 4.c)      B529    15,333,000      4.d.  

5.

    Trading assets (from Schedule RC-D)

 

    3545      0        5.  

6.

    Premises and fixed assets (including right-of-use assets)

 

    2145      1,000        6.  

7.

    Other real estate owned (from Schedule RC-M)

 

    2150      0        7.  

8.

    Investments in unconsolidated subsidiaries and associated companies

 

    2130      0        8.  

9.

    Direct and indirect investments in real estate ventures            3656      0        9.  

10.

    Intangible assets (from Schedule RC-M)         2143      1,000        10.  

11.

    Other assets (from Schedule RC-F) (6)

 

    2160      1,681,000        11.  

12.

    Total assets (sum of items 1 through 11)

 

    2170         40,293,000        12.  
   

Liabilities

                

13.

    Deposits:                
   a.    In domestic offices (sum of totals of columns A and C from Schedule RC-E)

 

    2200      28,141,000        13.a.  
      (1) Noninterest-bearing (7)    6631      8,451,000             13.a. (1) 
      (2) Interest-bearing    6636        19,690,000             13.a. (2) 
     b.    Not applicable                          

14.

    Federal funds purchased and securities sold under agreements to repurchase:             
   a.    Federal funds purchased (8)            B993      0        14.a.  
   b.    Securities sold under agreements to repurchase (9)            B995      0        14.b.  

15.

    Trading liabilities (from Schedule RC-D)

 

    3548      0        15.  

16.

    Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)         3190      0        16.  

17.

    and 18. Not applicable                  

19.

    Subordinated notes and debentures (10)         3200      0        19.  
 
1.

Includes cash items in process of collection and unposted debits.

2.

Includes time certificates of deposit not held for trading.

3.

Institutions should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.

4.

Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.

5.

Includes all securities resale agreements, regardless of maturity.

6.

Institutions should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.

7.

Includes noninterest-bearing demand, time, and savings deposits.

8.

Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

9.

Includes all securities repurchase agreements, regardless of maturity.

10.

Includes limited-life preferred stock and related surplus.

06/2012

09/2025

  

FFIEC 041

Page 17 of 86

RC-2

 

Schedule RC—Continued

 

Dollar Amounts in Thousands     RCON     Amount      

Liabilities—continued

       
20.    Other liabilities (from Schedule RC-G)    2930      2,486,000     20.
21.    Total liabilities (sum of items 13 through 20)    2948      30,627,000     21.
22.    Not applicable       
   

Equity Capital

       
  

Bank Equity Capital

       
23.    Perpetual preferred stock and related surplus    3838      0     23.
24.    Common stock    3230      2,127,000     24.
25.    Surplus (exclude all surplus related to preferred stock)    3839      933,000     25.
26.    a. Retained earnings    3632      6,625,000     26.a.
   b. Accumulated other comprehensive income (1)    B530      (19,000 )    26.b.
   c. Other equity capital components (2)    A130      0     26.c.
27.    a. Total bank equity capital (sum of items 23 through 26.c)    3210      9,666,000     27.a.
   b. Noncontrolling (minority) interests in consolidated subsidiaries    3000      0     27.b.
28.    Total equity capital (sum of items 27.a and 27.b)    G105      9,666,000     28.
29.    Total liabilities and equity capital (sum of items 21 and 28)    3300      40,293,000     29.

 

Memoranda

         

To be reported with the March Report of Condition.

         

1.

    Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2024      RCON        Number   
     6724              NA        M.1.  

 

1a =

An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution

 

1b =

An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution

 

2a =

An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

2b =

An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

 

3 =

This number is not to be used

 

4 =

Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)

 

5 =

Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)

 

6 =

Review of the bank’s financial statements by external auditors

 

7 =

Compilation of the bank’s financial statements by external auditors

 

8 =

Other audit procedures (excluding tax preparation work)

 

9 =

No external audit work

 

 

To be reported with the March Report of Condition.

      RCON        Date     

 2. Bank’s fiscal year-end date (report the date in MMDD format)

      8678             NA        M.2.  
 
1.

Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.

2.

Includes treasury stock and unearned Employee Stock Ownership Plan shares.

06/2012

0001283699333-271553POSASREX-FILING FEESCommon Stock, par value $0.00001 per share, of T-Mobile US, Inc.Preferred Stock, par value $0.00001 per share, of T-Mobile US, Inc.Guarantees of Debt SecuritiesN/AN/A 0001283699 2026-01-05 2026-01-05 0001283699 7 2026-01-05 2026-01-05 0001283699 8 2026-01-05 2026-01-05 0001283699 9 2026-01-05 2026-01-05 0001283699 1 2026-01-05 2026-01-05 0001283699 2 2026-01-05 2026-01-05 0001283699 3 2026-01-05 2026-01-05 0001283699 4 2026-01-05 2026-01-05 0001283699 5 2026-01-05 2026-01-05 0001283699 6 2026-01-05 2026-01-05 iso4217:USD
Exhibit 107.1
Calculation of Filing Fee Table
Form S-3
(Form Type)
Issuer:
T-Mobile USA,
Inc.
Guarantors:
APC Realty and Equipment Company, LLC
Assurance Wireless USA, L.P.
ATI Sub, LLC
Blis USA, Inc.
Breeze Acquisition Sub LLC
Clearwire Communications LLC
Clearwire Legacy LLC
Clearwire Spectrum Holdings II LLC
Clearwire Spectrum Holdings III LLC
Clearwire Spectrum Holdings LLC
Fixed Wireless Holdings, LLC
Lab465, LLC
MetroPCS California, LLC
MetroPCS Florida, LLC
MetroPCS Georgia, LLC
MetroPCS Massachusetts, LLC
MetroPCS Michigan, LLC
MetroPCS Nevada, LLC
MetroPCS New York, LLC
MetroPCS Pennsylvania, LLC
MetroPCS Texas, LLC
Mint Mobile, LLC
Nextel Systems, LLC
Nextel West Corp.
NSAC, LLC
Play Octopus LLC
PushSpring, LLC
Sprint Capital Corporation
Sprint Communications LLC
Sprint LLC
Sprint Solutions LLC
Sprint Spectrum LLC
Sprint Spectrum Realty Company, LLC
SprintCom LLC
T-Mobile Central
LLC
T-Mobile Financial
LLC
T-Mobile Innovations
LLC
T-Mobile Leasing
LLC
T-Mobile L
icen
se
LLC
T-Mobile
MW LLC
T-Mobile Northeast
LLC
T-Mobile Puerto
Rico Holdings LLC
T-Mobile Puerto
Rico LLC
T-Mobile Resources
LLC
T-Mobile South
LLC
T-Mobile US,
Inc.
T-Mobile West
LLC
TDI Acquisition Sub, LLC
TMPR License LLC
TMUS International Corp.
USCC Services, LLC
UVNV, LLC
Vistar Media Global Partners, LLC
Vistar Media, Inc.
VMU GP, LLC
WBSY Licensing, LLC
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
 
                         
    
Security
Type
  
Security
Class
Title
  
Fee
Calculation
or Carry
Forward
Rule
  
Amount
Registered
  
Proposed
Maximum
Offering
Price Per
Unit
  
Maximum
Aggregate
Offering
Price
  
Fee
Rate
  
Amount of
Registration
Fee
  
Carry
Forward
Form
Type
  
Carry
Forward
File
Number
  
Carry
Forward
Initial
effective
date
  
Filing Fee
Previously
Paid in
Connection
with
Unsold
Securities
to be
Carried
Forward
 
Newly Registered Securities
                         
Fees to Be
Paid
  
Equity
  
Common
Stock, par value $0.00001 per share, of
T-Mobile
US, Inc.		  
Rule 456(b)
and
Rule 457(r)(1)
   (1)   (1)   (1)   (1)   (1)          
                         
    Equity  
Preferred
Stock, par value $0.00001 per share, of
T-Mobile
US, Inc.		  
Rule 456(b)
and
Rule 457(r)(1)
   (1)   (1)   (1)   (1)   (1)          
                         
    Debt   Debt Securities  
Rule 456(b)
and
Rule 457(r)(1)
   (1)   (1)   (1)   (1)   (1)          
                         
    Debt  
Guarantees of
Debt
Securities(2)		  
Rule 456(b)
and
Rule 457(r)(1)
   (1)   (1)   (1)   (1)   (1)          
                         
    Other   Depositary Shares  
Rule 456(b)
and
Rule 457(r)(1)
   (1)   (1)   (1)   (1)   (1)          
                         
    Other   Warrants  
Rule 456(b)
and
Rule 457(r)(1)
   (1)   (1)   (1)   (1)   (1)          
                         
    Other   Rights  
Rule 456(b)
and
Rule 457(r)(1)
   (1)   (1)   (1)   (1)   (1)          
                         
    Other   Purchase Contracts  
Rule 456(b)
and
Rule 457(r)(1)
   (1)   (1)   (1)   (1)   (1)          
                         
    Other   Units  
Rule 456(b)
and
Rule 457(r)(1)
   (1)   (1)   (1)   (1)   (1)          
                         
Fees
Previously
Paid
   —   —   —   —   —   —     —          
 
Carry Forward Securities
                         
Carry
Forward
Securities
   —   —   —   —     —       —   —   —   —
                     
     
Total Offering Amounts 
     $ —     $ —          
                     
     
Total Fees Previously Paid 
         $ —          
                     
     
Total Fee Offsets 
         $ —          
                     
       
Net Fee Due 
               $ —                
 
(1)
An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. In accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the registration fee.
(2)
T-Mobile US,
Inc. or the registrants listed on the Table of Additional Registrants may guarantee the obligations of such debt securities
of T-Mobile USA,
Inc. The guarantees will not be traded separately. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no additional registration fee is due with respect to the guarantees.