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

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

Financial Analyst

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.

Corporate Governance Expert

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.

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
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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.

Which entities filed the Form 4s and how are they related to TMUS?

Deutsche Telekom AG and subsidiaries (T-Mobile Global Holding GmbH, T-Mobile Global Zwischenholding GmbH, Deutsche Telekom Holding B.V.) are listed; each is described as a director and a 10% owner.

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.