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  4. [Form 4] T-Mobile US, Inc. Insider Trading Activity

Major 10% Owner Disposes TMUS Stock via 10b5-1 Plan at ~$250–$256

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Deutsche Telekom and its subsidiaries reported multiple sales of T-Mobile US (TMUS) common stock under a 10b5-1 trading plan adopted March 13, 2025. The Form 4 shows a series of dispositions executed on August 13–15, 2025, with individual sale lots ranging from 100 to 41,883 shares and reported weighted-average prices in footnotes spanning roughly $249.51 to $256.14 per share. The reporting entities are Deutsche Telekom AG and several wholly owned subsidiaries, each identified as a director and a 10% owner of TMUS. The reports state the sellers disclaim beneficial ownership except to the extent of any pecuniary interest, and that full breakdowns of per-transaction prices are available upon written request.

Positive

  • Transactions were executed under a documented 10b5-1 trading plan, indicating pre-established, rule-compliant selling procedures.
  • Detailed weighted-average price ranges are disclosed in footnotes with an undertaking to provide per-trade breakdowns upon request, supporting transparency.

Negative

  • Large dispositions by a 10% owner and director group over a short period could be material to free float and may exert short-term downward pressure on the stock.
  • Reporting persons disclaim beneficial ownership, which may limit clarity about the economic alignment between Deutsche Telekom and other shareholders.

Insights

TL;DR: Significant block sales by a 10% owner executed under a pre-established 10b5-1 plan; market impact likely muted but noteworthy.

The disclosed transactions represent systematic disposals by Deutsche Telekom and affiliates via a 10b5-1 plan adopted March 13, 2025, executed over three trading days (Aug 13–15, 2025). The lot sizes reported vary, with several tens of thousands of shares in individual lots, and weighted-average prices reported in footnotes across a roughly $249.51–$256.14 range. Because the sales are under an established trading plan and the reporting parties disclaim beneficial ownership beyond pecuniary interest, the immediate governance or signaling effects are reduced relative to ad-hoc insider selling. However, aggregate volume from a 10% owner can be material to free float and deserves monitoring for potential short-term supply pressure.

TL;DR: Sales were conducted pursuant to a documented 10b5-1 plan, which supports procedural compliance but still warrants disclosure scrutiny.

The Form 4 includes explicit statements that transactions were effected pursuant to a 10b5-1 plan and provides weighted-average price ranges in detailed footnotes, which is consistent with best-practice disclosure for planned insider sales. Multiple reporting persons are listed (Deutsche Telekom AG and three subsidiaries) and are noted as directors-by-deputization and 10% owners; the filings include standard disclaimers of beneficial ownership. From a governance perspective, the presence of a written plan and the offer to provide per-trade price breakdowns on request enhance transparency, though stakeholders may seek clarity on aggregate share counts sold under the plan versus total holdings.

Insider DEUTSCHE TELEKOM AG, T-Mobile Global Holding GmbH, T-Mobile Global Zwischenholding GmbH, Deutsche Telekom Holding B.V.
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Sold 209,520 shs ($52.84M)
Type Security Shares Price Value
Sale Common Stock 14,933 $251.7684 $3.76M
Sale Common Stock 3,501 $252.7109 $885K
Sale Common Stock 1,500 $253.7037 $381K
Sale Common Stock 31,258 $254.7627 $7.96M
Sale Common Stock 18,648 $255.6709 $4.77M
Sale Common Stock 20,655 $250.3212 $5.17M
Sale Common Stock 41,883 $250.9816 $10.51M
Sale Common Stock 7,302 $251.7705 $1.84M
Sale Common Stock 36,036 $250.9575 $9.04M
Sale Common Stock 22,705 $251.7763 $5.72M
Sale Common Stock 10,999 $252.8139 $2.78M
Sale Common Stock 100 $253.46 $25K
Holdings After Transaction: Common Stock — 636,256,791 shares (Direct)
Footnotes (1)
  1. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted on March 13, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.45 to $251.44 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.45 to $252.44 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.45 to $253.40 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.51 to $250.50 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.51 to $251.50 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.51 to $252.39 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.23 to $252.20 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.27 to $253.15 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $253.40 to $254.10 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.24 to $255.22 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $255.23 to $256.14 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.
Form 4 Insider Transactions: What Each Field Means →
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)
08/13/2025
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 08/13/2025 S(1) 36,036 D $250.9575(2) 636,375,368 D
Common Stock 08/13/2025 S(1) 22,705 D $251.7763(3) 636,352,663 D
Common Stock 08/13/2025 S(1) 10,999 D $252.8139(4) 636,341,664 D
Common Stock 08/13/2025 S(1) 100 D $253.46 636,341,564 D
Common Stock 08/14/2025 S(1) 20,655 D $250.3212(5) 636,320,909 D
Common Stock 08/14/2025 S(1) 41,883 D $250.9816(6) 636,279,026 D
Common Stock 08/14/2025 S(1) 7,302 D $251.7705(7) 636,271,724 D
Common Stock 08/15/2025 S(1) 14,933 D $251.7684(8) 636,256,791 D
Common Stock 08/15/2025 S(1) 3,501 D $252.7109(9) 636,253,290 D
Common Stock 08/15/2025 S(1) 1,500 D $253.7037(10) 636,251,790 D
Common Stock 08/15/2025 S(1) 31,258 D $254.7627(11) 636,220,532 D
Common Stock 08/15/2025 S(1) 18,648 D $255.6709(12) 636,201,884 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 $250.45 to $251.44 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 $251.45 to $252.44 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 $252.45 to $253.40 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 $249.51 to $250.50 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 $250.51 to $251.50 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 $251.51 to $252.39 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 $251.23 to $252.20 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 $252.27 to $253.15 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 $253.40 to $254.10 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 $254.24 to $255.22 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 $255.23 to $256.14 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 08/15/2025
/s/ Christoph Appel Attorney-in-fact 08/15/2025
/s/ Christoph Appel Attorney-in-fact 08/15/2025
/s/ Christoph Appel Attorney-in-fact 08/15/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Deutsche Telekom report on the Form 4 for TMUS?

Deutsche Telekom AG and several wholly owned subsidiaries reported multiple sales of TMUS common stock executed Aug 13–15, 2025 under a 10b5-1 trading plan.

When was the 10b5-1 trading plan adopted?

The trading plan was adopted on March 13, 2025, as stated in the Form 4 explanations.

What were the price ranges disclosed for the sales?

Footnotes disclose weighted-average price ranges roughly between $249.51 and $256.14 per share across the various sale lots.

Are full per-trade price details available?

Yes. The filer undertakes to provide full information on the number of shares sold at each separate price within each disclosed range upon written request to the issuer, any security holder, or the SEC staff.