Form 4: Deutsche Telekom Sells TMUS Shares

Deutsche Telekom and its subsidiaries sold over 200,000 T-Mobile US shares in pre-planned transactions during mid-August 2025.

Summary

• Deutsche Telekom AG and its wholly-owned subsidiaries, T-Mobile Global Holding GmbH, T-Mobile Global Zwischenholding GmbH, and Deutsche Telekom Holding B.V., reported sales of T-Mobile US, Inc. (TMUS) common stock.
• A total of 209,520 shares were sold across multiple transactions from August 13, 2025, to August 15, 2025.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted on March 13, 2025.
• Share prices for the sales ranged from approximately $249.51 to $256.14 per share, with weighted average prices reported for each block of transactions.
• Following these transactions, the beneficial ownership of the reporting persons in T-Mobile US common stock decreased from an initial 636,411,404 shares to 636,201,884 shares.

Sentiment

Score: 5

Explanation: Neutral. While a large shareholder reduced its stake, the sales were pre-planned under a 10b5-1 plan, which mitigates the negative signal typically associated with insider selling. It's a routine portfolio adjustment rather than a bearish signal.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a systematic and non-discretionary divestment rather than a reaction to new negative information.

Negatives

• A significant shareholder, Deutsche Telekom, reduced its stake in T-Mobile US by 209,520 shares.

Risks

• Potential market perception of insider selling, even if pre-planned, could lead to short-term negative sentiment.

Future Outlook

NA

Management Comments

• 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.
• 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.

Industry Context

This filing reflects a routine, pre-planned share divestment by a major strategic investor in the telecommunications sector. Such transactions are common for large institutional holders managing their portfolio exposure or fulfilling pre-set trading strategies, and do not necessarily indicate a shift in the broader industry trends or competitive landscape for T-Mobile US.

Comparison to Industry Standards

• The sale of shares by a significant owner like Deutsche Telekom, even if pre-planned, is a common occurrence in the market for large institutional investors managing their portfolio.
• Similar pre-planned sales by major shareholders or corporate insiders are observed across various industries, including other major telecom players like Verizon (VZ) or AT&T (T), where large institutional holders or founding entities might periodically adjust their holdings for diversification or liquidity purposes.
• The prices achieved for the sales, ranging from $249.51 to $256.14, reflect market conditions at the time of the transactions.

Related Party Transactions

• Deutsche Telekom AG and its wholly-owned subsidiaries (T-Mobile Global Holding GmbH, T-Mobile Global Zwischenholding GmbH, and Deutsche Telekom Holding B.V.) are the reporting persons and are significant shareholders of T-Mobile US, Inc.
• The sales of T-Mobile US common stock by these entities constitute related party transactions due to their substantial ownership and board representation.

Stakeholder Impact

• Shareholders: The reduction in stake by a major shareholder could be perceived negatively by some, but the pre-planned nature of the sales under a 10b5-1 plan suggests it's a routine portfolio adjustment rather than a loss of confidence.

Key Dates

Recommendation

The reported share sales by Deutsche Telekom are part of a pre-arranged 10b5-1 trading plan, which indicates a systematic and non-discretionary divestment rather than a reaction to new negative information about T-Mobile US. While a reduction in stake by a major owner is generally not a positive signal, the pre-planned nature mitigates concerns about insider sentiment. The transaction itself does not provide new fundamental insights into T-Mobile's operational performance or future prospects. Therefore, a 'hold' recommendation is appropriate as this filing does not present a compelling reason to alter an existing investment thesis.

Keywords

T-Mobile US, TMUS, Deutsche Telekom, Insider Selling, Form 4, Share Sale, 10b5-1 Plan, Telecommunications, Wireless Carrier