T-Mobile US Insider Filing: 0.03% Stake Trim by Deutsche Telekom

Rhea-AI Filing Summary

Deutsche Telekom AG and four wholly owned subsidiaries — all more than 10% owners and directors-by-deputization of T-Mobile US, Inc. (NYSE: TMUS) — filed a Form 4 disclosing open-market sales of common stock executed between 9 July 2025 and 11 July 2025.

• Total shares sold: 209,070.
• Price range (weighted-average prices): $226.76 – $234.85 per share.
• Proceeds (rough estimate): about $48 million, using the weighted-average prices reported for each tranche.
• Residual ownership: 647,381,484 TMUS shares held directly after the final sale on 11 July 2025.
• Ownership dilution: the divestiture represents roughly 0.03% of the reporting group’s TMUS stake (209,070 ÷ 647.6 million).
• Plan-based trading: all transactions were executed under a Rule 10b5-1 plan adopted 13 March 2025, indicating the sales were pre-scheduled.

The filing shows no derivative activity and no change in the group’s director status. Given the tiny percentage sold relative to the controlling position, the move appears to be routine liquidity management rather than a strategic reduction. However, it confirms ongoing supply from the majority shareholder, a factor investors may monitor for future volume and price dynamics.

Positive

• Transparent execution under a pre-established Rule 10b5-1 plan, reducing perception of opportunistic insider trading.
• Minor dilution; only ~0.03% of Deutsche Telekom’s position was sold, leaving majority control unchanged.

Negative

• Continued insider selling by the controlling shareholder could create incremental supply pressures if the pattern persists.
• Cash extraction of approximately $48 million signals ongoing capital reallocation away from TMUS, albeit modest.

Insights

Securities Analyst

TL;DR – Very small 10b5-1 sales; negligible impact on TMUS control or float.

The reporting group trimmed 209,070 shares across three trading days, realising about $48 million at an average of roughly $229.50. Post-sale holdings remain exceptionally large at 647.4 million shares, so Deutsche Telekom still controls well over half of TMUS. Because the trades were pre-programmed under a 10b5-1 plan and represent only ~0.03% of their stake, I view the action as routine cash generation with minimal valuation impact. Investors should nonetheless track future Form 4 filings for any acceleration or pattern change that could signal broader monetisation.

Corporate Governance Expert

TL;DR – Governance-friendly disclosure; insider selling modest and planned.

Executing sales through a 10b5-1 plan adopted months in advance reduces litigation risk and counters perceptions of opportunistic trading. The weighted-average pricing disclosure and willingness to furnish granular data on request further enhance transparency. From a governance lens, the principal concern would arise only if divestitures became material enough to alter Deutsche Telekom’s influence. At present, the firm’s board representation and majority stake are undisturbed, keeping corporate control intact. Therefore, governance risk remains stable.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DEUTSCHE TELEKOM AG

(Last) (First) (Middle)

FRIEDRICH-EBERT-ALLEE 140

(Street)

BONN 2M 53113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/09/2025		S(1)		64,060	D	$232.2206(2)	647,526,944	D
Common Stock	07/09/2025		S(1)		5,080	D	$232.7215(3)	647,521,864	D
Common Stock	07/09/2025		S(1)		500	D	$233.632(4)	647,521,364	D
Common Stock	07/09/2025		S(1)		200	D	$234.8475(5)	647,521,164	D
Common Stock	07/10/2025		S(1)		45,153	D	$228.061(6)	647,476,011	D
Common Stock	07/10/2025		S(1)		7,277	D	$228.618(7)	647,468,284	D
Common Stock	07/10/2025		S(1)		14,560	D	$229.6319(8)	647,453,724	D
Common Stock	07/10/2025		S(1)		2,400	D	$230.5885(9)	647,451,324	D
Common Stock	07/11/2025		S(1)		17,310	D	$226.7587(10)	647,434,014	D
Common Stock	07/11/2025		S(1)		49,175	D	$227.7797(11)	647,384,839	D
Common Stock	07/11/2025		S(1)		3,355	D	$228.3206(12)	647,381,484	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

DEUTSCHE TELEKOM AG

(Last) (First) (Middle)

FRIEDRICH-EBERT-ALLEE 140

(Street)

BONN 2M 53113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

T-Mobile Global Holding GmbH

(Last) (First) (Middle)

LANDGRABENWEG 151

(Street)

BONN 2M 53227

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

T-Mobile Global Zwischenholding GmbH

(Last) (First) (Middle)

FRIEDRICH-EBERT-ALLEE 140

(Street)

BONN 2M 53113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Deutsche Telekom Holding B.V.

(Last) (First) (Middle)

STATIONSPLEIN 8K

(Street)

MAASTRICHT P7 6221 BT

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted on March 13, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.44 to $232.43 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.44 to $233.24 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.49 to $233.75 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.72 to $234.98 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.19 to $228.18 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.19 to $229.18 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.22 to $230.21 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.23 to $231.16 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.20 to $227.19 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.20 to $228.19 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.20 to $228.78 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder ("Section 16"), each Reporting Person may be deemed to be a director-by-deputization by virtue of the fact that each of Timotheus Hoettges, Chief Executive Officer of DT, Dr. Christian P. Illek, Board Member for Finance of DT, Raphael Kubler, Senior Vice President of the Corporate Operating Office of DT and Managing Director of Deutsche Telekom Holding B.V., Thorsten Langheim, Board Member for USA and Group Development of DT, and Dominique Leroy, Board Member for Europe of DT, serve on the board of directors of the Issuer. In addition, Each of T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and Deutsche Telekom Holding B.V. are wholly-owned subsidiaries of DT. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Project 6 or Project 9 if such Common Stock is not subject to the Proxy Agreement.

	/s/ Christoph Appel Attorney-in-fact	07/11/2025
	/s/ Christoph Appel Attorney-in-fact	07/11/2025
	/s/ Christoph Appel Attorney-in-fact	07/11/2025
	/s/ Christoph Appel Attorney-in-fact	07/11/2025
	** Signature of Reporting Person	Date
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FAQ

How many TMUS shares did Deutsche Telekom sell according to the July 2025 Form 4?

The filing reports 209,070 common shares sold between 9 July and 11 July 2025.

What price range did Deutsche Telekom receive for its TMUS shares?

Weighted-average sale prices ranged from $226.76 to $234.85 per share, depending on the tranche.

How many TMUS shares does Deutsche Telekom hold after the transactions?

After the last sale, Deutsche Telekom and its subsidiaries own 647,381,484 shares of T-Mobile US.

Were the TMUS insider sales executed under a Rule 10b5-1 plan?

Yes. All sales were made under a 10b5-1 trading plan adopted on 13 March 2025.

Does the filing report any derivative security activity?

No. Table II lists no derivative transactions; the activity was limited to common stock sales.