Form 4: Deutsche Telekom Sells TMUS Shares Under 10b5-1 Plan

Deutsche Telekom and its subsidiaries reported the sale of 193,278 T-Mobile US common shares in October 2025, executed under a pre-arranged 10b5-1 trading plan.

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 193,278 shares were sold across multiple transactions on October 10, 13, and 14, 2025.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted on June 12, 2025.
• Weighted average sale prices ranged from approximately $224.96 to $230.62 per share.
• Following these transactions, the reporting persons beneficially own 627,782,047 shares of T-Mobile US common stock.
• The reporting persons are identified as both Directors (by deputization) and 10% Owners of T-Mobile US, Inc.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large shareholder selling shares could be seen negatively, the execution under a pre-arranged 10b5-1 plan mitigates concerns, indicating a planned divestment rather than a reaction to adverse news. It's a routine disclosure for a major investor managing its portfolio.

Positives

• The sales were conducted under a pre-arranged 10b5-1 trading plan, indicating a structured and pre-planned divestment rather than an immediate reaction to market conditions.

Negatives

• A significant shareholder, Deutsche Telekom, reduced its direct beneficial ownership in T-Mobile US by 193,278 shares.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

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 insider transaction by a major shareholder in the telecommunications sector. Sales under a 10b5-1 plan are common for large institutional investors or executives to manage their holdings systematically, often for diversification or liquidity purposes, and do not necessarily indicate a change in the company's fundamental outlook or industry trends.

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 reporting persons.
• These entities are 10% owners and are deemed directors (by deputization) of T-Mobile US, Inc., making the share sales related-party transactions.

Stakeholder Impact

• Shareholders: The sale by a major shareholder could be perceived as a slight negative signal, though the 10b5-1 plan mitigates this. It represents a minor reduction in Deutsche Telekom's overall stake.

Key Dates

Recommendation

The reported transactions are routine sales by a major shareholder under a pre-arranged 10b5-1 trading plan. This indicates a systematic portfolio management strategy rather than a reaction to new company-specific information. While it represents a reduction in a significant holder's stake, it does not provide new fundamental insights into T-Mobile US's performance or outlook that would warrant a change in investment recommendation. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

T-Mobile US, TMUS, Deutsche Telekom, Insider Selling, Form 4, 10b5-1 Plan, Share Sale, Beneficial Ownership, Director Sales, 10% Owner