Deutsche Telekom Discloses Multiple TMUS Sales at ~$250 per Share

Rhea-AI Filing Summary

Deutsche Telekom and several wholly-owned affiliates reported multiple open-market dispositions of T‑Mobile US common stock executed under a 10b5-1 trading plan. The filings disclose a series of sales totaling 140,680 shares across two reporting dates at weighted-average prices ranging roughly from $249.35 to $253.11 per share. After the reported transactions, the aggregate beneficial ownership reported for the related holders remains approximately 635.5 million shares, indicating the sellers retained a large equity position. The report includes customary disclaimers about indirect ownership and deputized directors and notes that per‑trade pricing reflects multiple transactions within disclosed ranges.

Positive

• Transactions executed under a 10b5‑1 plan, indicating preplanned, rule‑compliant trading
• Detailed pricing ranges provided for the multiple trades, enhancing transparency
• Reporting parties retain a very large aggregate stake (~635.5M shares), maintaining alignment with shareholders

Negative

• Insider sales totaling 140,680 shares could be viewed negatively by some market participants despite being preplanned
• Large single‑day dispositions (multiple sales on the same reporting dates) may create short‑term supply pressure on the stock

Insights

Financial Analyst

TL;DR: Routine, rule‑compliant insider sales under a 10b5‑1 plan; sales size is modest relative to the large retained stake.

The report documents multiple systematic dispositions by Deutsche Telekom and related entities executed pursuant to an established 10b5‑1 plan. Total shares sold equal 140,680 with weighted average prices in the low $250s. These transactions appear pre‑planned rather than opportunistic, reducing the likelihood of signalling new material information about the issuer's fundamentals. The reporting parties continue to hold an aggregate stake of roughly 635.5 million shares, showing sustained large ownership that preserves alignment with shareholders.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 and 10b5‑1 transparency; governance disclosures clarify indirect holdings and deputized directors.

The Form 4 includes clear disclosure that the sales were effected under a 10b5‑1 plan and provides weighted‑average price ranges for the multiple transactions. The filing also explains the reporting structure: deputies on the issuer board and wholly‑owned subsidiary relationships, and it contains standard beneficial‑ownership disclaimers. From a governance perspective, the filing demonstrates procedural adherence and transparency about potential indirect ownership lines, which helps stakeholders assess conflicts of interest and control continuity.

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

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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)
08/28/2025

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	08/28/2025		S(1)		23,622	D	$250.0685(2)	635,619,542	D
Common Stock	08/28/2025		S(1)		44,718	D	$250.7321(3)	635,574,824	D
Common Stock	08/28/2025		S(1)		1,500	D	$251.515(4)	635,573,324	D
Common Stock	08/29/2025		S(1)		23,300	D	$249.979(5)	635,550,024	D
Common Stock	08/29/2025		S(1)		5,700	D	$250.6464(6)	635,544,324	D
Common Stock	08/29/2025		S(1)		35,660	D	$251.9371(7)	635,508,664	D
Common Stock	08/29/2025		S(1)		5,180	D	$252.6118(8)	635,503,484	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 $249.44 to $250.43 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 $250.44 to $251.43 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.47 to $251.60 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 $249.35 to $250.33 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 $250.35 to $251.25 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 $251.38 to $252.36 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 $252.38 to $253.11 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	08/29/2025
	/s/ Christoph Appel Attorney-in-fact	08/29/2025
	/s/ Christoph Appel Attorney-in-fact	08/29/2025
	/s/ Christoph Appel Attorney-in-fact	08/29/2025
	** Signature of Reporting Person	Date
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FAQ

What did Deutsche Telekom sell in the Form 4 for TMUS?

The report discloses open‑market sales of 140,680 common shares of T‑Mobile US executed under a 10b5‑1 trading plan.

Were the sales preplanned or discretionary?

Yes. The filing states the transactions were effected pursuant to a 10b5‑1 trading plan adopted in March 2025.

What prices were the TMUS shares sold at?

Weighted‑average prices are disclosed across transactions, with per‑share ranges approximately $249.35 to $253.11.

How much TMUS ownership remains after these sales?

The filing shows aggregate reported beneficial ownership of roughly 635.5 million shares following the transactions.

Do the reporting parties claim direct beneficial ownership of the sold shares?

The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest and note indirect ownership through subsidiaries and deputized directors.