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

Deutsche Telekom AG and its subsidiaries sold 139,680 shares of T-Mobile US, Inc. common stock over two days in August 2025, pursuant to 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 139,680 shares were sold across multiple transactions on August 6 and August 7, 2025.
• The sales were executed under a Rule 10b5-1 trading plan adopted on March 13, 2025.
• Weighted average sale prices ranged from approximately $235.70 to $243.14 per share.
• Following these transactions, the reporting persons beneficially own 646,054,524 shares of T-Mobile US, Inc. common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly negative. While the sales are by a major shareholder, the fact that they are part of a pre-planned 10b5-1 plan mitigates the negative signal. It's a routine transaction for a large holder, but still a reduction in stake.

Positives

• The sales were conducted under a pre-arranged 10b5-1 trading plan, indicating a structured and pre-determined divestment strategy rather than a reaction to new negative information.

Negatives

• A significant shareholder, Deutsche Telekom AG, reduced its stake in T-Mobile US, Inc. by 139,680 shares.

Risks

• Potential perception of reduced confidence from a major shareholder, although mitigated by the 10b5-1 plan.
• Future sales by Deutsche Telekom AG could put downward pressure on T-Mobile US, Inc. stock price if not absorbed by market demand.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding T-Mobile US, Inc.'s future performance or strategic direction. The transactions reflect a pre-planned divestment strategy by a major shareholder.

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

The telecommunications industry is highly competitive, with major players like T-Mobile US, Verizon, and AT&T vying for market share. Sales by a major shareholder like Deutsche Telekom, even if pre-planned, are routinely monitored by the market for any signals regarding long-term strategic alignment or capital allocation shifts within the sector. T-Mobile has been a strong performer, and such sales could be part of a broader portfolio rebalancing by Deutsche Telekom.

Comparison to Industry Standards

• Sales by large institutional shareholders or parent companies are common in the industry, often driven by portfolio rebalancing, capital allocation strategies, or regulatory requirements.
• The use of a 10b5-1 trading plan is a standard practice for insiders and large shareholders to sell shares in a pre-scheduled manner, mitigating concerns about trading on material non-public information.
• The reported sale prices are within the recent trading range for TMUS, indicating market-based transactions.

Related Party Transactions

• The transactions involve Deutsche Telekom AG and its wholly-owned subsidiaries selling shares of T-Mobile US, Inc., where Deutsche Telekom AG is a 10% owner and has representatives on the board, qualifying these as related-party transactions.

Stakeholder Impact

• Shareholders: The sale by a major shareholder could be perceived negatively, but the 10b5-1 plan context suggests it's a planned divestment rather than a loss of confidence. The reduction in shares could slightly increase the float available to other investors over time.
• Management: No direct impact on T-Mobile's management, as the sales are by a major shareholder, not T-Mobile's executive team.

Next Steps

• Deutsche Telekom AG and its subsidiaries will continue to hold a significant stake in T-Mobile US, Inc.
• Further transactions under the 10b5-1 plan or new plans may occur in the future.

Key Dates

Recommendation

The sales by Deutsche Telekom AG are part of a pre-arranged 10b5-1 trading plan, indicating a systematic divestment rather than a reaction to new, negative information about T-Mobile US, Inc. While a reduction in stake by a major shareholder is generally a slight negative, the pre-planned nature makes it an expected event. T-Mobile US remains a strong player in the telecommunications sector. Investors should monitor future filings for any significant changes in Deutsche Telekom's overall strategy regarding its TMUS stake, but these specific transactions do not warrant a change in investment thesis.

Keywords

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