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Form 4: Minor Deutsche Telekom insider sale leaves TMUS control unchanged

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

Rhea-AI Filing Summary

Form 4 filing (08/07/2025) – T-Mobile US (TMUS)

Deutsche Telekom AG and its wholly-owned subsidiaries (collectively the “Reporting Persons”), which are directors-by-deputization and >10% owners of TMUS, disclosed open-market sales executed under a Rule 10b5-1 plan adopted 13 Mar 2025.

  • Sale dates: 6-7 Aug 2025
  • Total shares sold: 139,680 common shares (11 individual trades)
  • Price range: $235.70 – $243.14; weighted averages per trade noted in footnotes (2)-(12)
  • Estimated proceeds: ≈ $33 million (shares × reported weighted averages)
  • Post-sale ownership: 646,054,524 common shares held directly

The divestiture reduces Deutsche Telekom’s stake by roughly 0.02%, leaving its majority position essentially intact. No derivative transactions were reported.

Positive

  • Sales executed under a pre-arranged Rule 10b5-1 plan, reducing informational-timing concerns for outside investors.
  • Very small percentage of total holdings (≈0.02%), indicating continued long-term commitment by the controlling shareholder.

Negative

  • Insider selling by majority owner can be interpreted as a mild negative sentiment signal, even if quantitatively immaterial.

Insights

TL;DR: Small 10b5-1 insider sale (<0.1%)—immaterial to control; neutral signal.

The Reporting Persons sold ~140 k shares for ≈$33 m at ~$239 avg., trimming their 646 m-share stake by only 0.02%. Because Deutsche Telekom remains TMUS’s controlling shareholder, the transaction appears aimed at portfolio liquidity rather than signaling a change in strategic commitment. Executions under a pre-set 10b5-1 plan further reduce informational asymmetry concerns. From a valuation perspective, the sale is too small to affect supply-demand dynamics or EPS. I view the filing as neutral for TMUS shares.

TL;DR: Governance impact minimal; control, board representation unchanged.

Deutsche Telekom’s directors-by-deputization status and 50%+ holding persist after the divestiture, so shareholder-rights and control structures remain intact. The 10b5-1 framework and detailed footnote disclosure meet Section 16 best-practice standards. No red flags emerge with respect to undisclosed derivative positions or rapid volume sales. Consequently, I classify the governance impact as not impactful to minority investors.

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 139,680 shs ($33.59M)
Type Security Shares Price Value
Sale Common Stock 7,739 $239.1354 $1.85M
Sale Common Stock 16,921 $239.9931 $4.06M
Sale Common Stock 16,425 $241.0415 $3.96M
Sale Common Stock 8,097 $242.0389 $1.96M
Sale Common Stock 20,658 $242.8773 $5.02M
Sale Common Stock 1,900 $236.2684 $449K
Sale Common Stock 2,558 $237.3761 $607K
Sale Common Stock 3,904 $238.4133 $931K
Sale Common Stock 30,206 $239.234 $7.23M
Sale Common Stock 18,099 $240.3539 $4.35M
Sale Common Stock 13,173 $241.2414 $3.18M
Holdings After Transaction: Common Stock — 646,116,625 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 $235.70 to $236.68 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 $236.76 to $237.70 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 $237.85 to $238.84 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 $238.85 to $239.84 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 $239.85 to $240.83 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 $240.86 to $241.81 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 $238.51 to $239.49 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 $239.51 to $240.50 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 $240.51 to $241.49 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 $241.51 to $242.49 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 $242.51 to $243.14 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)
08/06/2025
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 08/06/2025 S(1) 1,900 D $236.2684(2) 646,192,304 D
Common Stock 08/06/2025 S(1) 2,558 D $237.3761(3) 646,189,746 D
Common Stock 08/06/2025 S(1) 3,904 D $238.4133(4) 646,185,842 D
Common Stock 08/06/2025 S(1) 30,206 D $239.234(5) 646,155,636 D
Common Stock 08/06/2025 S(1) 18,099 D $240.3539(6) 646,137,537 D
Common Stock 08/06/2025 S(1) 13,173 D $241.2414(7) 646,124,364 D
Common Stock 08/07/2025 S(1) 7,739 D $239.1354(8) 646,116,625 D
Common Stock 08/07/2025 S(1) 16,921 D $239.9931(9) 646,099,704 D
Common Stock 08/07/2025 S(1) 16,425 D $241.0415(10) 646,083,279 D
Common Stock 08/07/2025 S(1) 8,097 D $242.0389(11) 646,075,182 D
Common Stock 08/07/2025 S(1) 20,658 D $242.8773(12) 646,054,524 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 $235.70 to $236.68 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 $236.76 to $237.70 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 $237.85 to $238.84 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 $238.85 to $239.84 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 $239.85 to $240.83 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 $240.86 to $241.81 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 $238.51 to $239.49 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 $239.51 to $240.50 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.
10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $240.51 to $241.49 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 $241.51 to $242.49 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 $242.51 to $243.14 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 08/07/2025
/s/ Christoph Appel Attorney-in-fact 08/07/2025
/s/ Christoph Appel Attorney-in-fact 08/07/2025
/s/ Christoph Appel Attorney-in-fact 08/07/2025
** 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

How many TMUS shares did Deutsche Telekom sell in August 2025?

The filing reports 139,680 common shares sold on 6-7 Aug 2025.

What price range were the TMUS shares sold at?

Weighted average prices ranged from $235.70 to $243.14 per share, per footnotes (2)-(12).

How many TMUS shares does Deutsche Telekom own after the sale?

The Reporting Persons now hold 646,054,524 TMUS common shares directly.

Was the sale part of a Rule 10b5-1 trading plan?

Yes. The Form 4 states the transactions were made under a 10b5-1 plan adopted on 13 March 2025.

Does Deutsche Telekom remain a >10% owner of TMUS after this filing?

Yes. Despite the sale, the company still owns well above the 10% threshold.