Insider Sale: Deutsche Telekom Entities Dispose 139,680 TMUS Shares

Rhea-AI Filing Summary

Deutsche Telekom entities reported sales of 139,680 shares of T-Mobile US (TMUS) under a 10b5-1 plan adopted March 13, 2025. The disposals occurred on August 26-27, 2025 in multiple transactions with weighted-average prices shown for each block and price ranges disclosed in footnotes.

After these sales the reporting parties continue to show large aggregate holdings (reported beneficial ownership figures around 635.6 million shares), and the Form 4 states the reporting persons are directors and >10% owners through Deutsche Telekom and its wholly owned subsidiaries. The filing includes standard disclaimers about pecuniary interest and non-assertion of beneficial ownership.

Positive

• Transactions were executed under a documented 10b5-1 trading plan, reducing regulatory ambiguity
• Detailed pricing disclosure via weighted-average prices and explicit price ranges in footnotes
• Post-transaction beneficial ownership remains very large (~635.6 million shares), indicating sales were small relative to total holdings

Negative

• None.

Insights

Securities Analyst

TL;DR: Large institutional insider sales of 139,680 TMUS shares executed under a pre-established 10b5-1 plan; holdings remain substantial.

The Form 4 documents routine, rule-compliant disposals by Deutsche Telekom and affiliated entities on August 26-27, 2025 totaling 139,680 shares sold in multiple blocks with weighted-average prices reported per block and disclosed price ranges. The transactions were executed pursuant to a 10b5-1 trading plan adopted March 13, 2025, which typically provides an affirmative defense against insider trading claims when properly implemented. Reported post-transaction beneficial ownership figures are very large (approximately 635.6 million shares), indicating the sales are small relative to total holdings and likely not material to ownership percentage.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; clear footnotes on weighted-average pricing and standard ownership disclaimers.

The filing includes explicit footnotes describing weighted-average prices and price ranges for each sale tranche and reiterates disclaimers that the reporting entities may be deemed directors-by-deputization and disclaim beneficial ownership except to the extent of pecuniary interest. Signatures are provided by an attorney-in-fact. From a governance perspective, the filing is thorough and consistent with expected disclosure practices for a >10% parent company and its subsidiaries executing a 10b5-1 plan.

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)
08/26/2025

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	08/26/2025		S(1)		26,772	D	$250.0959(2)	635,756,072	D
Common Stock	08/26/2025		S(1)		42,925	D	$251.0357(3)	635,713,147	D
Common Stock	08/26/2025		S(1)		143	D	$251.5093(4)	635,713,004	D
Common Stock	08/27/2025		S(1)		26,118	D	$251.0193(5)	635,686,886	D
Common Stock	08/27/2025		S(1)		43,722	D	$251.5415(6)	635,643,164	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 $249.47 to $250.45 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 $250.47 to $251.42 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 $251.50 to $251.96 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 $250.30 to $251.29 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 $251.30 to $252.25 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.

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	08/28/2025
	/s/ Christoph Appel Attorney-in-fact	08/28/2025
	/s/ Christoph Appel Attorney-in-fact	08/28/2025
	/s/ Christoph Appel Attorney-in-fact	08/28/2025
	** 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.
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FAQ

What shares were sold by Deutsche Telekom related parties in the TMUS Form 4?

The filing reports disposals of 139,680 shares of T-Mobile US common stock executed on August 26-27, 2025 across multiple transactions.

Were the sales part of an insider trading plan for TMUS?

Yes. The transactions were effected pursuant to a 10b5-1 trading plan adopted on March 13, 2025.

What prices were reported for the TMUS share sales?

The Form 4 lists weighted-average prices for each block (for example, $250.0959 and $251.0357) and footnotes disclose price ranges for the multiple transactions comprising each weighted average.

Do the reporting persons still hold a significant stake in TMUS after the sales?

Yes. The Form 4 shows reported beneficial ownership figures around 635.6 million shares after the reported transactions.

Who signed the Form 4 for these TMUS transactions?

The document is signed by Christoph Appel, Attorney-in-fact, with signatures dated August 28, 2025.