Schedule 13D/A: DT and Subsidiaries Report Majority 56.5% Ownership of TMUS

Rhea-AI Filing Summary

Deutsche Telekom and its direct subsidiaries report aggregate beneficial ownership of 636,411,404 shares of T‑Mobile US common stock, representing 56.5% of the outstanding class. The reported stake comprises 585,550,339 shares held by DT Holding plus 32,861,065 shares (Project 6) and 18,000,000 shares (Project 9) that are described in the filing as subject to a proxy.

The amendment also discloses that Project 6 and Project 9 reported an unregistered block sale of 182,043 and 9,251,557 shares, respectively. Deutsche Telekom states it disclaims beneficial ownership of shares held by Project 6 and Project 9 if those shares are not subject to the proxy.

Positive

• Majority ownership disclosed: Reporting persons beneficially own 636,411,404 shares (56.5%) of TMUS, indicating control of a majority of the common stock.
• Clear ownership breakdown: The filing specifies 585,550,339 shares held by DT Holding and identifies 32,861,065 and 18,000,000 shares held by Project 6 and Project 9, respectively, which helps investors understand composition of the stake.

Negative

• Reliance on proxy: Deutsche Telekom disclaims beneficial ownership of Project 6/Project 9 shares if those shares are not subject to the proxy, which may affect the reporting person’s effective voting control.
• Reported block sales: Project 6 and Project 9 reported unregistered block sales of 182,043 and 9,251,557 shares, respectively, reducing the number of shares associated with those entities.

Insights

Financial Analyst

TL;DR: Reporting persons control a majority stake (56.5%) of TMUS, a material ownership position that affects control and voting outcomes.

The Schedule 13D/A confirms aggregate beneficial ownership of 636,411,404 shares (56.5%), primarily held by DT Holding with additional shares held by Project 6 and Project 9 that are reported as subject to a proxy. This level of ownership is material because it constitutes a majority of the outstanding common stock and therefore has direct implications for corporate control and governance votes. The filing also notes that Project 6 and Project 9 completed an unregistered block sale (182,043 and 9,251,557 shares), which reduced the number of shares reported as held by those entities. The disclaimer that Deutsche Telekom may not claim beneficial ownership of Project 6/9 shares if not subject to the proxy is important for assessing the firm’s actual voting control.

Corporate Governance Expert

TL;DR: Majority ownership disclosure is material to investors and governance, with proxy arrangements and recent block sales noting potential shifts in effective control.

The schedule amendment reiterates that reporting persons collectively hold a majority stake in T‑Mobile US and clarifies the composition: DT Holding holds the bulk of shares while Project 6 and Project 9 hold additional shares subject to a proxy. The explicit disclaimer regarding beneficial ownership tied to the proxy, combined with reported block sales by Project 6 and Project 9, creates a need to track which shares remain under the proxy for accurate governance analysis. For shareholders and boards, these disclosures are directly relevant to voting power, board composition prospects, and any coordinated shareholder actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 33)

T-Mobile US, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872590104

(CUSIP Number)

Dr. Axel Lutzner, VP DT Legal
Deutsche Telekom AG, Friedrich-Ebert-Allee 140
Bonn, 2M, 53113
49-228-181-0

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 872590104

1

Name of reporting person

Deutsche Telekom AG

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 636,411,404.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 585,550,339.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

636,411,404.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 872590104

1

Name of reporting person

T-Mobile Global Zwischenholding GmbH

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 636,411,404.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 585,550,339.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

636,411,404.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 872590104

1

Name of reporting person

T-Mobile Global Holding GmbH

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 636,411,404.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 585,550,339.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

636,411,404.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 872590104

1

Name of reporting person

Deutsche Telekom Holding B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 636,411,404.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 585,550,339.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

636,411,404.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: T-Mobile US, Inc.
(c)	Address of Issuer's Principal Executive Offices: Friedrich-Ebert Allee 140, Bonn, GERMANY , 53113.
Item 1 Comment: This Amendment No. 33 (this "Amendment No. 33") to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on May 10, 2013, (as amended and supplemented from time to time, this "Schedule 13D"), is being filed by Deutsche Telekom AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Deutsche Telekom"), T-Mobile Global Zwischenholding GmbH, a limited liability company (Gesellschaft mit beschrankter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of Deutsche Telekom ("T-Mobile Global"), T-Mobile Global Holding GmbH, a limited liability company (Gesellschaft mit beschrankter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of T-Mobile Global ("T-Mobile Holding"), and Deutsche Telekom Holding B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and a direct wholly owned subsidiary of T-Mobile Holding ("DT Holding" and, together with Deutsche Telekom, T-Mobile Global and T-Mobile Holding, the "Reporting Persons", and each, a "Reporting Person"), pursuant to Section 13(d) of the Exchange Act, and Rule 13d-2(a) thereunder, with respect to the shares of common stock, par value $0.00001 per share (the "Common Stock"), of T-Mobile US, Inc., a Delaware corporation (the "Issuer" or "T-Mobile"). Except as set forth below, all Items of this Schedule 13D, as amended prior to the date hereof, are materially unchanged. Capitalized terms used in this Amendment No. 33 and not otherwise defined shall have the respective meanings assigned to such terms in this Schedule 13D. Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Delaware Project 6 L.L.C. ("Project 6") and Delaware Project 9 L.L.C. ("Project 9"), each a wholly-owned subsidiary of SoftBank Group Corp. ("SoftBank"), if such Common Stock is not subject to the Proxy.
Item 5.	Interest in Securities of the Issuer
(a)	This Item 5 is hereby amended and supplemented as follows: The information contained in the cover pages of this Schedule 13D is incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own, in aggregate, 636,411,404 shares of Common Stock consisting of (i) 585,550,339 shares of Common Stock held by DT Holding, (ii) 32,861,065 shares of Common Stock held by Project 6 and subject to the Proxy and (iii) 18,000,000 shares of Common Stock held by Project 9 and subject to the Proxy, representing 56.5% of the shares of the Common Stock outstanding as of July 18, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission on July 23, 2025. The number of shares of Common Stock held by Project 6 and Project 9 is based solely on the information contained in the Schedule 13D filed by, among others, SoftBank, Project 6 and Project 9, as set forth in Schedule B.
(b)	Same as (a) above.
(c)	On August 8, 2025, Project 6 and Project 9 reported the sale, on August 6, 2025, of 182,043 and 9,251,557 shares of Common Stock, respectively, in an unregistered block sale transaction. The description of the transaction in the immediately preceding sentence is based solely on the information contained in the amendment to the Schedule 13D filed by, among others, SoftBank, Project 6 and Project 9 on August 8, 2025. Except as previously reported on this Schedule 13D or as set forth in Exhibit 66, to the best knowledge of the Reporting Persons, none of the Reporting Persons has effected any transaction in Common Stock in the 60 days preceding the date hereof.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Deutsche Telekom AG

Signature:	/s/ Christoph Appel
Name/Title:	Christoph Appel / Attorney-in-fact
Date:	08/12/2025

T-Mobile Global Zwischenholding GmbH

Signature:	/s/ Christoph Appel
Name/Title:	Christoph Appel / Attorney-in-fact
Date:	08/12/2025

T-Mobile Global Holding GmbH

Signature:	/s/ Christoph Appel
Name/Title:	Christoph Appel / Attorney-in-fact
Date:	08/12/2025

Deutsche Telekom Holding B.V.

Signature:	/s/ Christoph Appel
Name/Title:	Christoph Appel / Attorney-in-fact
Date:	08/12/2025

FAQ

How many TMUS shares do Deutsche Telekom and affiliates beneficially own?

The reporting persons beneficially own 636,411,404 shares of T‑Mobile US common stock, representing 56.5% of the outstanding class.

What is the breakdown of the 636,411,404 shares?

585,550,339 shares are held by DT Holding; 32,861,065 shares are held by Project 6 and described as subject to the proxy; 18,000,000 shares are held by Project 9 and described as subject to the proxy.

Did Project 6 or Project 9 sell any TMUS shares recently?

Yes. The filing reports that Project 6 and Project 9 reported an unregistered block sale of 182,043 and 9,251,557 shares, respectively, in a transaction reported by those entities.

Does Deutsche Telekom disclaim ownership of any shares?

Deutsche Telekom states it disclaims beneficial ownership of any Common Stock held by Project 6 and Project 9 if such shares are not subject to the proxy.

Who signed the Schedule 13D/A amendment for the reporting persons?

The amendment is signed by Christoph Appel, acting as attorney‑in‑fact for the reporting persons.