UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On September 6, 2023, T-Mobile US, Inc., a Delaware corporation (the “Company”), announced that its Board of Directors (the “Board”) has authorized a shareholder return program of up to $19.0 billion that will run through December 31, 2024 (the “Shareholder Return Program”). The Shareholder Return Program is expected to consist of additional repurchases of shares of the Company’s common stock, par value $0.00001 per share, and payment of cash dividends. The Company intends to declare and pay its first dividend of approximately $750 million in the fourth quarter of 2023 and then to pay approximately $3.0 billion in total additional dividends in 2024, with payments occurring each quarter during the year. The dividend amount paid per share is expected to grow by around 10% annually. The amount available under the Shareholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by the Company.
Deutsche Telekom AG (“DT”) does not currently anticipate selling shares directly to the Company under the Shareholder Return Program, but DT has reserved the right to sell shares of the Company’s common stock through one or more customary 10b5-1 plans any time after January 1, 2024.
Share repurchases and any dividends declared by the Board and paid from time to time are expected to be made from available cash on hand and proceeds of one or more debt issuances or other borrowings, based on the Company’s evaluation of market conditions and other factors. For the avoidance of doubt, the Shareholder Return Program is in addition to the Company’s previously announced $14.0 billion share repurchase program that the Board authorized in September 2022.
Under the Shareholder Return Program, share repurchases can be made from time to time using a variety of methods, which may include open market purchases, 10b5-1 plans, accelerated share repurchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing and amount of any share repurchases, and the specific timing and amount of any dividend payments, under the Shareholder Return Program will depend on prevailing share prices, general economic and market conditions, Company performance, and other considerations. In addition, the specific timing and amount of any dividend payments are subject to being declared on future dates by the Board in its sole discretion. The Shareholder Return Program does not obligate the Company to acquire any particular amount of common stock or to declare and pay any particular amount of dividends, and the Shareholder Return Program may be suspended or discontinued at any time at the Company’s discretion.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements concerning the Company’s expectations with respect to repurchases of shares of common stock and the declaration and payment of any dividends, including the timing and manner of any purchases and the declaration and payment of any dividends under the Company’s Shareholder Return Program. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “expect,” “initiative,” “intend,” “may,” “present,” “could” or similar expressions. Such forward-looking statements include, but are not limited to, statements about T-Mobile’s objectives, expectations and intentions with respect to the Shareholder Return Program. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, changes in the market price of the common stock, general market conditions, access to credit or debt capital markets, applicable securities laws and alternative uses of capital, Company performance, and other risks and uncertainties detailed in T-Mobile’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including in the sections thereof captioned “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” as well as in its subsequent reports on Form 8-K and Form 10-Q, all of which are filed with the SEC and available at www.sec.gov and www.t-mobile.com. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-looking statements. T-Mobile assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law. References to our and the SEC’s website are inactive textual references only. Information contained on our and the SEC’s website is not incorporated by reference in this Report and should not be considered to be a part of this Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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T-MOBILE US, INC. | |||||
| September 6, 2023 | /s/ Peter Osvaldik | |||||
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Name: | Peter Osvaldik | ||||
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Title: | Executive Vice President and Chief Financial Officer | ||||