DT discloses call option for 10,000,000 TMUS shares through 2029

Rhea-AI Filing Summary

Deutsche Telekom filed Amendment No. 34 to its Schedule 13D on T-Mobile US (TMUS). The reporting group discloses beneficial ownership of 628,168,603 shares of common stock, representing 55.8% of shares outstanding as of July 18, 2025.

The total includes 582,993,871 shares held by Deutsche Telekom Holding B.V., 27,174,732 shares held by Project 6 subject to a proxy, and 18,000,000 shares held by Project 9 subject to a proxy, of which 10,000,000 are covered by call options in favor of Deutsche Telekom. The filing lists sole voting power over 628,168,603 shares and sole dispositive power over 582,993,871 shares.

New option disclosed: On October 2, 2025, Project 9 granted Deutsche Telekom call options for up to 10,000,000 shares, exercisable until April 1, 2029 at a price equal to the last sale price on the trading day preceding exercise, subject to customary adjustments.

Insights

Equity ownership and governance analyst

Ownership remains controlling; new 10M-share call option added.

Deutsche Telekom reports beneficial ownership of 628,168,603 TMUS shares, or 55.8% as of the issuer’s disclosed share count on July 18, 2025. Control indicators include sole voting power over the full 628,168,603 and sole dispositive power over 582,993,871.

The amendment adds a call option from Project 9 for up to 10,000,000 shares, exercisable from October 2, 2025 to April 1, 2029 at the last sale price on the trading day before exercise, with customary anti-dilution adjustments. This instrument could incrementally adjust Deutsche Telekom’s stake depending on exercise.

The practical impact depends on exercise decisions and future share counts. Subsequent disclosures may detail any option exercises or changes in voting and dispositive power.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 34)

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)

10/02/2025

(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 628,168,603.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 582,993,871.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

628,168,603.00

12

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

13

Percent of class represented by amount in Row (11)

55.8 %

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 628,168,603.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 582,993,871.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

628,168,603.00

12

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

13

Percent of class represented by amount in Row (11)

55.8 %

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 628,168,603.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 582,993,871.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

628,168,603.00

12

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

13

Percent of class represented by amount in Row (11)

55.8 %

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 628,168,603.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 582,993,871.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

628,168,603.00

12

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

13

Percent of class represented by amount in Row (11)

55.8 %

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. 34 (this "Amendment No. 34") 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. 34 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 3.	Source and Amount of Funds or Other Consideration
	This Item 3 is hereby amended and supplemented as follows: The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.
Item 4.	Purpose of Transaction
	This Item 4 is hereby amended and supplemented as follows: The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference.
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 and the information set forth in Item 6 of this Schedule 13D is incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own, in aggregate, 628,168,603 shares of Common Stock consisting of (i) 582,993,871 shares of Common Stock held by DT Holding, (ii) 27,174,732 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 (of which 10,000,000 of such shares of Common Stock are subject to call options granted by Project 9 to Deutsche Telekom), representing 55.8% 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 information provided by SoftBank as of September 30, 2025.
(b)	Same as (a) above.
(c)	Except as previously reported on this Schedule 13D, set forth in Exhibit 67 or in Item 6 below, 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.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	This Item 6 is hereby amended and supplemented as follows: SB-DT 2029 Call Option Agreement Pursuant to an option agreement dated October 2, 2025 (the "SB-DT 2029 Call Option"), between Project 9, as grantor, and Deutsche Telekom, as optionholder, Project 9 has granted call options to Deutsche Telekom which entitle Deutsche Telekom to acquire from Project 9, in whole or in part, up to an aggregate of 10,000,000 shares of Common Stock until April 1, 2029. The SB-DT 2029 Call Option may be exercised on or after October 2, 2025. The SB-DT 2029 Call Option may be exercised at an exercise price per share (the "Exercise Price") equal to the last sale price of the Common Stock as reported on the NASDAQ Global Select Market (as reported on Bloomberg L.P. page "TMUS US Equity HP" (or any successor page thereto)) on the last day on which the NASDAQ Global Select Market is open for trading immediately preceding the relevant date of exercise. The Exercise Price shall be subject to customary adjustment from time to time as a result of certain specified events, including stock splits, subdivisions, reclassifications or combinations of the Common Stock, dividends (other than cash dividends) and merger events. The foregoing description of the SB-DT 2029 Call Option does not purport to be complete and is subject to, and qualified in its entirety by, the SB-DT 2029 Call Option, which is filed as Exhibit 68 hereto.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. - Description of Exhibit Exhibit 67 - Transaction Information Exhibit 68 - SB-DT 2029 Call Option, dated October 2, 2025, between Delaware Project 9 L.L.C., as grantor, and Deutsche Telekom AG, as optionholder. Exhibit 69 - Schedule A-3: Directors and Executive Officers of Deutsche Telekom AG

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:	10/06/2025

Deutsche Telekom Holding B.V.

Signature:	/s/ Christoph Appel
Name/Title:	Christoph Appel / Attorney-in-fact
Date:	10/06/2025

T-Mobile Global Holding GmbH

Signature:	/s/ Christoph Appel
Name/Title:	Christoph Appel / Attorney-in-fact
Date:	10/06/2025

T-Mobile Global Zwischenholding GmbH

Signature:	/s/ Christoph Appel
Name/Title:	Christoph Appel / Attorney-in-fact
Date:	10/06/2025

FAQ

What stake in TMUS does Deutsche Telekom report in this Schedule 13D/A?

The group reports beneficial ownership of 628,168,603 shares, or 55.8% of TMUS common stock as of July 18, 2025.

How are the 628,168,603 TMUS shares allocated among entities?

582,993,871 held by Deutsche Telekom Holding B.V.; 27,174,732 by Project 6 (subject to a proxy); 18,000,000 by Project 9 (subject to a proxy).

What voting and dispositive powers are disclosed for TMUS shares?

Sole voting power over 628,168,603 shares and sole dispositive power over 582,993,871 shares; no shared voting or dispositive power.

What are the terms of the new call option related to TMUS shares?

Project 9 granted call options for up to 10,000,000 shares, exercisable from Oct 2, 2025 until Apr 1, 2029 at the last sale price before exercise, with customary adjustments.

Does the filing mention recent TMUS share transactions by the reporting persons?

It states no transactions in the prior 60 days, except as previously reported or set forth in referenced exhibits.

Which exhibits detail the new option arrangement?

Exhibit 68 is the SB-DT 2029 Call Option dated October 2, 2025; Exhibit 67 includes transaction information.