TMUS Form 4: Deutsche Telekom and Subsidiaries Report August 2025 Sales

Rhea-AI Filing Summary

T-Mobile US, Inc. (TMUS) Form 4 filings show Deutsche Telekom and certain wholly-owned subsidiaries executed multiple open-market sales of TMUS common stock under a 10b5-1 trading plan adopted March 13, 2025. The reported transactions occurred between August 21 and August 25, 2025, with weighted-average sale prices disclosed in footnotes ranging roughly from $249.93 to $261.09 per share. The reported beneficial ownership figures decline from 635,965,747 shares to 635,782,844, a reduction of 182,903 shares. Footnotes clarify many line items are weighted-average prices from multiple sales and the reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.

Positive

• Transactions were executed pursuant to a 10b5-1 trading plan, indicating pre-arranged compliance with insider trading rules
• Detailed weighted-average price ranges provided in footnotes improve transparency about execution prices
• Reporting includes disclaimers and signatures, meeting Section 16 disclosure formalities

Negative

• Significant shareholder and multiple directors sold shares, reducing reported beneficial ownership from 635,965,747 to 635,782,844 (a decrease of 182,903 shares)
• Sales occurred across multiple days, which could attract investor attention despite being under a 10b5-1 plan

Insights

Financial Analyst

TL;DR: Large shareholder executed planned, disclosed sales across several days at prices between ~$250 and ~$261 per share.

The Form 4s document methodical open-market dispositions by Deutsche Telekom and affiliated reporting persons executed pursuant to a 10b5-1 plan. The filings show the company's reported beneficial position fell by 182,903 shares between the first and last reported line. Sales occurred at weighted-average prices described in footnotes with ranges that span roughly $249.93 to $261.09. From an investor-analysis standpoint, these are structured, pre-arranged disposals rather than ad-hoc insider sales, and the disclosure is consistent with Rule 10b5-1 compliance practices.

Corporate Governance Expert

TL;DR: Multiple directors and >10% owner sold shares under a declared 10b5-1 plan; disclosure and footnotes provide price range transparency.

The report identifies Deutsche Telekom and several subsidiaries as reporting persons, each marked as a director and 10% owner, and includes a detailed explanation and weighted-average pricing footnotes for multiple tranches. The adoption date of the 10b5-1 plan (March 13, 2025) is explicitly stated, and signatures by an attorney-in-fact are provided. The filing also contains standard disclaimers of beneficial ownership. Governance-wise, the filing adheres to Section 16 reporting requirements and supplies the supplemental pricing detail investors or regulators may request.

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

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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)
08/21/2025

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	08/21/2025		S(1)		26,617	D	$257.6644(2)	635,965,747	D
Common Stock	08/21/2025		S(1)		40,824	D	$258.4023(3)	635,924,923	D
Common Stock	08/21/2025		S(1)		2,399	D	$259.1514(4)	635,922,524	D
Common Stock	08/22/2025		S(1)		22,935	D	$251.8585(5)	635,899,589	D
Common Stock	08/22/2025		S(1)		7,900	D	$252.6558(6)	635,891,689	D
Common Stock	08/22/2025		S(1)		4,000	D	$253.7694(7)	635,887,689	D
Common Stock	08/22/2025		S(1)		8,710	D	$254.8117(8)	635,878,979	D
Common Stock	08/22/2025		S(1)		10,199	D	$255.7311(9)	635,868,780	D
Common Stock	08/22/2025		S(1)		1,000	D	$256.504(10)	635,867,780	D
Common Stock	08/22/2025		S(1)		1,200	D	$257.7688(11)	635,866,580	D
Common Stock	08/22/2025		S(1)		4,015	D	$259.4051(12)	635,862,565	D
Common Stock	08/22/2025		S(1)		8,181	D	$260.2032(13)	635,854,384	D
Common Stock	08/22/2025		S(1)		1,700	D	$260.901(14)	635,852,684	D
Common Stock	08/25/2025		S(1)		15,186	D	$250.5044(15)	635,837,498	D
Common Stock	08/25/2025		S(1)		50,201	D	$251.4726(16)	635,787,297	D
Common Stock	08/25/2025		S(1)		2,953	D	$252.1308(17)	635,784,344	D
Common Stock	08/25/2025		S(1)		1,500	D	$252.7473(18)	635,782,844	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 $257.04 to $258.03 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 $258.04 to $259.03 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 $259.06 to $259.40 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.20 to $252.19 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 $252.23 to $253.19 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 $253.23 to $254.20 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 $254.27 to $255.26 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.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $255.30 to $256.29 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.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.30 to $256.87 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 $257.39 to $258.34 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 $258.75 to $259.73 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.

13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $259.75 to $260.64 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 $260.75 to $261.09 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 $249.93 to $250.92 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.

16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.93 to $251.91 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.

17. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.93 to $252.49 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.

18. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.53 to $253.12 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	08/25/2025
	/s/ Christoph Appel Attorney-in-fact	08/25/2025
	/s/ Christoph Appel Attorney-in-fact	08/25/2025
	/s/ Christoph Appel Attorney-in-fact	08/25/2025
	** 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

When were the TMUS insider transactions reported on this Form 4?

The reported transactions occurred between 08/21/2025 and 08/25/2025.

Were the TMUS sales executed under a trading plan?

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

What price ranges were reported for the TMUS sales?

Footnotes disclose weighted-average price ranges across tranches, approximately $249.93 to $261.09 per share.

How much did reported beneficial ownership change for TMUS?

Reported beneficial ownership decreased from 635,965,747 to 635,782,844, a decline of 182,903 shares.

Who are the reporting persons on the Form 4 for TMUS?

The reporting persons include Deutsche Telekom AG and affiliated entities: T-Mobile Global Holding GmbH, T-Mobile Global Zwischenholding GmbH, and Deutsche Telekom Holding B.V..