SCHEDULE 13D/A: Deutsche Telekom Maintains T-Mobile US Majority Stake

Deutsche Telekom and its subsidiaries continue to beneficially own 57.1% of T-Mobile US common stock, despite recent sales by SoftBank affiliates.

Summary

• Deutsche Telekom AG and its subsidiaries (Reporting Persons) beneficially own an aggregate of 648,359,244 shares of T-Mobile US, Inc. Common Stock.
• This ownership represents 57.1% of the outstanding Common Stock as of April 17, 2025, as reported by T-Mobile US in its Quarterly Report on Form 10-Q.
• The beneficially owned shares include 588,064,579 shares held directly by Deutsche Telekom Holding B.V. (DT Holding), 33,043,108 shares held by Delaware Project 6 L.L.C. (Project 6) subject to a proxy, and 27,251,557 shares held by Delaware Project 9 L.L.C. (Project 9) also subject to a proxy.
• On June 17, 2025, Project 9 executed an unregistered block sale of 21,500,000 shares of Common Stock.
• DT Holding also sold a total of 419,040 shares of Common Stock in the open market between June 12, 2025, and June 20, 2025, under a Rule 10b5-1 trading plan, with weighted average prices ranging from $221.4570 to $230.1619 per share.

Sentiment

Score: 6

Explanation: The filing indicates stable majority ownership by Deutsche Telekom, which is a positive for continuity. However, the ongoing divestment by SoftBank and minor sales by DT Holding introduce a slight negative sentiment due to potential market pressure from increased share supply, though these are largely expected actions.

Positives

• Deutsche Telekom maintains a significant majority stake of 57.1% in T-Mobile US, indicating continued strategic control and commitment to the company.

Negatives

• SoftBank's Project 9 sold 21,500,000 shares in a block sale, reducing its stake and potentially increasing market supply, which could exert downward pressure on the stock price.
• DT Holding engaged in open market sales of T-Mobile US shares, albeit a smaller amount, through a 10b5-1 plan, which represents a reduction in its direct holdings.

Risks

• Large block sales by significant shareholders like SoftBank's Project 9 can put downward pressure on the stock price due to increased supply in the market.
• Ongoing sales by major shareholders, even if pre-planned, could be perceived as a lack of confidence or a move to divest, potentially impacting broader investor sentiment.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding T-Mobile US's operational or financial performance, focusing instead on changes in beneficial ownership.

Industry Context

This filing reflects ongoing adjustments in the ownership structure of T-Mobile US, a major player in the highly competitive U.S. wireless telecommunications market. While Deutsche Telekom maintains its controlling stake, SoftBank's continued divestment of its T-Mobile US shares aligns with its broader strategy of monetizing assets to strengthen its balance sheet or fund new investments. Such large-scale ownership changes can influence market perception of a company's stability and future strategic direction, even if operational control remains with the majority shareholder.

Comparison to Industry Standards

• The beneficial ownership percentage of 57.1% by Deutsche Telekom represents a substantial controlling stake, comparable to other major telecom operators globally where a single entity or a consortium holds a majority. For example, Vodafone Group Plc has a diverse shareholder base, but some regional operators might have a dominant parent company.
• The divestment by SoftBank's Project 9 is consistent with SoftBank's historical pattern of strategic asset sales, similar to its previous sales of Alibaba shares or other portfolio companies, often aimed at capital reallocation rather than a direct commentary on T-Mobile's performance.
• The Rule 10b5-1 trading plan utilized by DT Holding for its share sales is a standard practice for corporate insiders to sell shares systematically and mitigate accusations of insider trading, a common mechanism across publicly traded companies.

Related Party Transactions

• Project 9, a wholly-owned subsidiary of SoftBank Group Corp., sold 21,500,000 shares of Common Stock in an unregistered block sale on June 17, 2025. Project 9's shares are subject to a proxy agreement with Deutsche Telekom.
• Project 6, another wholly-owned subsidiary of SoftBank Group Corp., holds 33,043,108 shares subject to the Proxy, contributing to the Reporting Persons' beneficial ownership.

Stakeholder Impact

• **Shareholders**: The continued majority ownership by Deutsche Telekom provides stability, while SoftBank's divestment could lead to short-term stock price volatility due to increased supply. Long-term investors might view the orderly divestment as a natural evolution of the ownership structure.
• **Management**: The stable controlling shareholder (Deutsche Telekom) ensures continuity in strategic direction and corporate governance.
• **Employees**: No direct impact on employees is indicated by this ownership update.

Next Steps

• Reporting Persons undertake to provide full information regarding the number of shares of Common Stock sold at each separate price within the price ranges upon request of the SEC staff.

Key Dates

Recommendation

The filing primarily details changes in beneficial ownership, with Deutsche Telekom maintaining its controlling stake. While SoftBank's continued divestment and minor sales by DT Holding could exert some short-term selling pressure, these actions are largely anticipated and do not fundamentally alter T-Mobile US's operational outlook or strategic direction. The core investment thesis remains unchanged based on this filing, warranting a 'hold' recommendation for existing investors, while new investors should consider broader market and company-specific fundamentals beyond this ownership update.

Keywords

T-Mobile US, Deutsche Telekom, SoftBank, Schedule 13D, Beneficial Ownership, Common Stock, Share Sale, Telecom, Wireless Carrier, Equity Stake