Deutsche Telekom affiliates sell 209,520 TMUS shares; proxy note with SoftBank

Rhea-AI Filing Summary

Deutsche Telekom and affiliated entities reported the sale of 209,520 shares of T‑Mobile US, Inc. (TMUS) in multiple transactions on August 8, 11 and 12, 2025, executed under a 10b5‑1 trading plan adopted March 13, 2025. The Form 4 shows block-level weighted‑average prices and disclosed price ranges for each sale, with per‑block weighted prices listed roughly between $243.29 and $252.40 per share. The reporting persons are Deutsche Telekom AG and several wholly owned affiliates that serve as directors and 10% owners; they disclaim beneficial ownership except for any pecuniary interest. Footnotes note a proxy agreement with SoftBank and its reported sale of 9,433,600 shares that affected the shares the reporting persons may be deemed to beneficially own.

Positive

• Sales executed under a 10b5‑1 trading plan, indicating transactions were prearranged rather than opportunistic insider trades.
• Detailed disclosure of weighted‑average prices and price ranges for each block, improving transparency about execution prices.
• Filing explains proxy agreement with SoftBank and the effect of SoftBank's reported sale on shares deemed beneficially owned.

Negative

• None.

Insights

Financial Analyst

TL;DR: Small, preplanned sale of 209,520 TMUS shares by majority owner under a 10b5‑1 plan; likely immaterial to capitalization.

The Form 4 documents the disposition of 209,520 common shares in multiple blocks with weighted average prices per block reported from about $243.29 to $252.40. The sales were executed pursuant to a 10b5‑1 plan adopted March 13, 2025, which signals prearrangement rather than opportunistic insider trading. Reported remaining beneficial ownership figures in the filing are in the high hundreds of millions of shares, so the absolute size of these sales is a very small fraction of the reported holdings, suggesting limited direct market or capitalization impact.

Corporate Governance Expert

TL;DR: Disclosure is thorough—10b5‑1 plan, weighted prices and proxy agreement are noted—supporting governance transparency despite insider sales.

The filing identifies Deutsche Telekom AG and multiple wholly owned affiliates as reporting persons and states their director/10% owner status. Detailed footnotes disclose the 10b5‑1 plan adoption date, per‑block weighted price ranges, and that a proxy agreement with SoftBank affects shares deemed beneficially owned. The reporting persons explicitly disclaim beneficial ownership except for any pecuniary interest. From a governance standpoint, the combination of preplanned trading and comprehensive footnotes enhances transparency for investors evaluating insider activity.

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)
08/08/2025

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	08/08/2025		S(1)		4,588	D	$243.7528(2)	646,049,936	D
Common Stock	08/08/2025		S(1)		39,788	D	$244.9298(3)	646,010,148	D
Common Stock	08/08/2025		S(1)		22,530	D	$245.79(4)	645,987,618	D
Common Stock	08/08/2025		S(1)		2,934	D	$246.4518(5)	636,551,084(6)	D
Common Stock	08/11/2025		S(1)		16,125	D	$246.3336(7)	636,534,959	D
Common Stock	08/11/2025		S(1)		20,956	D	$247.0641(8)	636,514,003	D
Common Stock	08/11/2025		S(1)		11,594	D	$247.9916(9)	636,502,409	D
Common Stock	08/11/2025		S(1)		21,165	D	$248.8235(10)	636,481,244	D
Common Stock	08/12/2025		S(1)		8,870	D	$248.9413(11)	636,472,374	D
Common Stock	08/12/2025		S(1)		16,265	D	$249.8254(12)	636,456,109	D
Common Stock	08/12/2025		S(1)		6,939	D	$250.7045(13)	636,449,170	D
Common Stock	08/12/2025		S(1)		36,466	D	$252.1552(14)	636,412,704	D
Common Stock	08/12/2025		S(1)		1,300	D	$252.3835(15)	636,411,404	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 $243.29 to $244.26 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 $244.33 to $245.32 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 $245.34 to $246.33 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.34 to $246.73 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. On August 8, 2025, certain affiliates of SoftBank Group Corp. (collectively, "SoftBank") reported on its Schedule 13D the sale of 9,433,600 shares of common stock of the Issuer that the Reporting Persons may have been deemed to beneficially own by virtue of a proxy agreement between the Reporting Persons and SoftBank (the "Proxy Agreement"). The number of shares reported in Column 5 of this Form 4 reflect the remaining shares held by SoftBank as reported on its Schedule 13D that the Reporting Persons may be deemed to beneficially own by virtue of the Proxy Agreement following such sale reported by SoftBank.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.56 to $246.54 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 $246.56 to $247.55 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 $247.56 to $248.55 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 $248.56 to $248.93 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 $248.34 to $249.32 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 $249.34 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.

13. 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 $251.33 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.

14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.36 to $252.35 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.

15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.36 to $252.40 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.

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	08/12/2025
	/s/ Christoph Appel Attorney-in-fact	08/12/2025
	/s/ Christoph Appel Attorney-in-fact	08/12/2025
	/s/ Christoph Appel Attorney-in-fact	08/12/2025
	** 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.

FAQ

How many TMUS shares did Deutsche Telekom and affiliates sell?

209,520 shares were sold across multiple transactions reported on August 8, 11 and 12, 2025.

At what prices were the TMUS shares sold?

The Form 4 reports per‑block weighted‑average prices and discloses price ranges for each block; reported weighted prices span roughly $243.29 to $252.40 per share.

Were the sales prearranged under a trading plan for TMUS?

Yes. The transactions were effected pursuant to a 10b5‑1 trading plan adopted on March 13, 2025, as stated in the filing.

Which entities reported the trades for TMUS?

Deutsche Telekom AG and affiliated entities: T‑Mobile Global Holding GmbH, T‑Mobile Global Zwischenholding GmbH, and Deutsche Telekom Holding B.V.

Does the Form 4 mention any agreements affecting beneficial ownership?

Yes. The filing references a proxy agreement with SoftBank and notes SoftBank's reported sale of 9,433,600 shares that affected shares the reporting persons may be deemed to beneficially own.