Minor Stake Trim by T-Mobile Majority Owner Raises $48M in 3 Days

Rhea-AI Filing Summary

T-Mobile US (NASDAQ: TMUS) Form 4 filed 25-Jun-2025 discloses insider sales by 10% owner Deutsche Telekom AG and affiliates totaling 209,520 common shares from 23-25 June 2025 under a Rule 10b5-1 plan adopted 13-Mar-2025.

The 12 open-market transactions were executed at weighted-average prices of $222.56-$231.23, generating roughly $48 million in proceeds. Post-sale beneficial ownership stands at 648,149,724 shares, maintaining majority control; no derivative securities were involved.

Although the dollar amount is material, the sale equals ~0.03% of Deutsche Telekom’s stake, suggesting limited impact on governance or capital structure.

Positive

• None.

Negative

• 10% owner Deutsche Telekom sold 209,520 TMUS shares (~$48 m), marginally reducing its position and potentially influencing near-term market sentiment.

Insights

Insider Transactions Analyst

Deutsche Telekom trims TMUS stake by 0.03%; $48m sale under 10b5-1 plan appears routine, limiting strategic signal but may cap sentiment.

The filing shows a modest divestiture—209,520 shares versus a 648.1 million-share position. Execution via a pre-set 10b5-1 plan indicates the trades were scheduled, reducing interpretive risk of opportunistic selling. Dollar value is sizable ($48 m) but immaterial to both the issuer’s float and Deutsche Telekom’s balance sheet. Historical context in Section 16 filings reveals similar cadence, reinforcing a liquidity-management motive rather than a strategic exit. Investors should monitor cadence relative to upcoming lock-up expiries; however, control block dynamics remain unchanged and no derivative hedges were added or unwound.

Corporate Governance Specialist

Control unchanged; transaction aligns with board-approved liquidity cadence, minimal governance risk.

Because Deutsche Telekom retains over 648 million shares, its board influence and voting power are unaffected. The 10b5-1 framework provides safe-harbor protection, signalling adherence to best-practice governance. No concurrent board resignations or policy shifts accompany the sale, and Form 4 shows direct, not indirect, ownership transfers, avoiding complexity in chain-of-title. While recurring small trims can gradually diversify the shareholder base, today’s 0.03% reduction is too small to shift governance calculus or float dynamics. Watch for cumulative sales approaching 5% thresholds, which could trigger perception changes or control-premium repricing.

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)
06/23/2025

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	06/23/2025		S(1)		16,475	D	$223.1725(2)	648,342,769	D
Common Stock	06/23/2025		S(1)		3,658	D	$224.051(3)	648,339,111	D
Common Stock	06/23/2025		S(1)		8,533	D	$225.2491(4)	648,330,578	D
Common Stock	06/23/2025		S(1)		11,174	D	$226.2501(5)	648,319,404	D
Common Stock	06/23/2025		S(1)		30,000	D	$226.98	648,289,404	D
Common Stock	06/24/2025		S(1)		5,034	D	$227.2442(6)	648,284,370	D
Common Stock	06/24/2025		S(1)		5,415	D	$228.335(7)	648,278,955	D
Common Stock	06/24/2025		S(1)		19,645	D	$229.1729(8)	648,259,310	D
Common Stock	06/24/2025		S(1)		39,746	D	$229.6356(9)	648,219,564	D
Common Stock	06/25/2025		S(1)		7,400	D	$229.3903(10)	648,212,164	D
Common Stock	06/25/2025		S(1)		32,344	D	$230.4736(11)	648,179,820	D
Common Stock	06/25/2025		S(1)		30,096	D	$230.9333(12)	648,149,724	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 $222.56 to $223.55 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.56 to $224.55 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.56 to $225.55 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.57 to $226.35 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.72 to $227.70 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.72 to $228.71 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 $228.72 to $229.69 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 $229.72 to $230.31 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 $228.86 to $229.85 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 $229.86 to $230.85 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 $230.86 to $231.23 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 Hottges, 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, Dominique Leroy, Board Member for Europe of DT, Andre Almeida, Senior Vice President Investment Management & Tribe Lead US of DT, and Srinivasan Gopalan, Board Member for Germany of DT, serve on the board of directors of the Issuer. 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	06/25/2025
	/s/ Christoph Appel Attorney-in-fact	06/25/2025
	/s/ Christoph Appel Attorney-in-fact	06/25/2025
	/s/ Christoph Appel Attorney-in-fact	06/25/2025
	** 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 sell between 23-25 June 2025?

The Form 4 reports 209,520 common shares sold across 12 transactions.

At what prices were the TMUS shares sold?

Weighted-average sale prices ranged $222.56 to $231.23 per share, as detailed in the footnotes.

What is Deutsche Telekom’s remaining TMUS ownership after the sale?

The reporting persons still hold 648,149,724 TMUS shares, maintaining their 10%-plus ownership status.

Was the sale executed under a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were made under a 10b5-1 plan adopted on 13-Mar-2025.

What percentage of Deutsche Telekom’s TMUS stake was sold?

The 209,520 shares represent approximately 0.03% of its reported holdings.