T-Mobile's Parent Company Reduces Stake While Maintaining 648M Share Position

Rhea-AI Filing Summary

Deutsche Telekom AG and its subsidiaries reported significant insider trading activity in T-Mobile US (TMUS) stock through a pre-planned 10b5-1 trading program. Over three trading days (June 17-20, 2025), the company executed multiple sales transactions totaling 209,520 shares at prices ranging from $220.12 to $223.14 per share.

Key transaction details:

• Largest single-day sale occurred on June 17, with 69,840 shares sold
• Sales were executed through a 10b5-1 plan established on March 13, 2025
• Following transactions, Deutsche Telekom holds 648,359,244 shares
• Filing corrects previous beneficial ownership reporting to include 81,794,665 shares held by SoftBank under a proxy agreement

Deutsche Telekom maintains significant control through board representation, with several executives serving as directors-by-deputization, including CEO Timotheus Hottges and other senior management. The company remains a 10% owner of T-Mobile US.

Positive

• None.

Negative

• Deutsche Telekom AG (DT) sold approximately 209,520 shares of T-Mobile US stock at prices ranging from $220.12 to $223.14 per share through a pre-planned 10b5-1 trading program
• The sales represent a continued reduction in Deutsche Telekom's stake in T-Mobile US, though DT remains a major shareholder with over 648 million shares

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)
06/17/2025

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	06/17/2025		S(1)		16,137	D	$220.8167(2)	648,552,627(3)	D
Common Stock	06/17/2025		S(1)		49,203	D	$221.5914(4)	648,503,424	D
Common Stock	06/17/2025		S(1)		4,500	D	$222.283(5)	648,498,924	D
Common Stock	06/18/2025		S(1)		33,105	D	$221.1209(6)	648,465,819	D
Common Stock	06/18/2025		S(1)		34,234	D	$222.1213(7)	648,431,585	D
Common Stock	06/18/2025		S(1)		2,501	D	$222.7618(8)	648,429,084	D
Common Stock	06/20/2025		S(1)		47,074	D	$221.5354(9)	648,382,010	D
Common Stock	06/20/2025		S(1)		22,366	D	$222.3313(10)	648,359,644	D
Common Stock	06/20/2025		S(1)		400	D	$223.02(11)	648,359,244	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 $220.12 to $221.11 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 number of shares of common stock of the Issuer beneficially owned by the Reporting Persons following the reported transactions as reported in Column 5 in the Form 4 filed by the Reporting Persons on June 16, 2025, inadvertently excluded 81,794,665 shares held by certain affiliates of SoftBank Group Corp. (collectively, "SoftBank") that the Reporting Persons may be deemed to beneficially own by virtue of a proxy agreement between the Reporting Persons and SoftBank (the "Proxy Agreement"). On June 20, 2025, SoftBank reported on its Schedule 13D the sale of 21,500,000 shares of common stock of the Issuer that the Reporting Persons may have been deemed to beneficially own by virtue of 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.12 to $222.11 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 $222.12 to $222.46 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 $220.69 to $221.68 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.69 to $222.68 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.70 to $222.88 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 $220.95 to $221.94 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 $221.95 to $222.94 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 $222.96 to $223.14 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 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	06/20/2025
	/s/ Christoph Appel Attorney-in-fact	06/20/2025
	/s/ Christoph Appel Attorney-in-fact	06/20/2025
	/s/ Christoph Appel Attorney-in-fact	06/20/2025
	** Signature of Reporting Person	Date
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FAQ

How many TMUS shares did Deutsche Telekom AG sell on June 17, 2025?

Deutsche Telekom AG sold a total of 69,840 shares of TMUS on June 17, 2025, in three separate transactions: 16,137 shares at an average price of $220.82, 49,203 shares at $221.59, and 4,500 shares at $222.28.

What is Deutsche Telekom's remaining ownership in TMUS after the June 2025 transactions?

After the reported transactions, Deutsche Telekom AG directly owned 648,359,244 shares of T-Mobile US (TMUS) common stock. This includes shares that Deutsche Telekom may be deemed to beneficially own through a proxy agreement with SoftBank.

What was the price range of TMUS shares sold by Deutsche Telekom in June 2025?

The TMUS shares were sold at prices ranging from $220.12 to $223.14 per share across multiple transactions between June 17-20, 2025. The weighted average prices for different blocks of shares varied between $220.82 and $223.02.

Was Deutsche Telekom's TMUS stock sale part of a planned transaction?

Yes, the transactions were executed pursuant to a Rule 10b5-1 trading plan that Deutsche Telekom adopted on March 13, 2025. This type of plan allows insiders to pre-schedule trades to avoid allegations of insider trading.

What is Deutsche Telekom's relationship to TMUS according to the Form 4?

Deutsche Telekom AG serves as both a Director and 10% Owner of T-Mobile US (TMUS). The filing notes that several Deutsche Telekom executives serve on TMUS's board of directors, making Deutsche Telekom a 'director-by-deputization' for Section 16 purposes.