SCHEDULE 13D/A: Deutsche Telekom Affirms Majority Stake in T-Mobile US Amidst Subsidiary Share Sales

Deutsche Telekom AG and its subsidiaries have filed an amended Schedule 13D, confirming their aggregate 57.1% beneficial ownership in T-Mobile US, Inc., while disclosing recent share sales by a SoftBank affiliate and DT Holding.

Summary

• This is Amendment No. 32 to the Schedule 13D filing by Deutsche Telekom AG and its direct and indirect wholly-owned subsidiaries (T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH, and Deutsche Telekom Holding B.V.), collectively "Reporting Persons," regarding their ownership in T-Mobile US, Inc.
• As of the filing date, the Reporting Persons beneficially own an aggregate of 648,359,244 shares of T-Mobile US Common Stock, representing 57.1% of the outstanding shares as of April 17, 2025.
• This aggregate ownership includes 588,064,579 shares held directly by DT Holding, 33,043,108 shares held by Delaware Project 6 L.L.C. (a SoftBank subsidiary) subject to a proxy, and 27,251,557 shares held by Delaware Project 9 L.L.C. (another SoftBank subsidiary) also subject to a proxy.
• On June 17, 2025, Project 9 sold 21,500,000 shares of Common Stock in an unregistered block sale transaction.
• DT Holding also effected multiple open market sales of Common Stock between June 12, 2025, and June 20, 2025, totaling 419,040 shares (69,840 shares on each of 6/12, 6/13, 6/16, 6/17, 6/18, and 6/20). These sales were conducted pursuant to a Rule 10b5-1 trading plan, with weighted average prices ranging from $221.4570 to $230.1619 per share.

Sentiment

Score: 5

Explanation: The document is largely factual, reporting ownership changes and share sales. While sales by major shareholders could be perceived negatively, the filing itself is a routine disclosure and Deutsche Telekom maintains its majority stake. The impact on sentiment is neutral to slightly negative due to the sales.

Positives

• The filing confirms Deutsche Telekom's continued majority beneficial ownership of T-Mobile US, maintaining a significant strategic stake at 57.1%.

Negatives

• A SoftBank subsidiary (Project 9) sold a substantial block of 21,500,000 shares, which could indicate a reduction in SoftBank's exposure or a move to monetize their investment.
• DT Holding also engaged in consistent open market sales of T-Mobile US shares, totaling 419,040 shares over several days, which represents a slight reduction in their direct holdings.

Risks

• The sale of a large block of shares by Project 9 could potentially put downward pressure on T-Mobile US's stock price due to increased supply in the market.
• Ongoing sales by major shareholders like DT Holding, even if part of a pre-arranged plan, could be perceived as a lack of confidence or a strategy to reduce exposure, potentially impacting investor sentiment.

Future Outlook

The document does not contain any explicit forward-looking statements or guidance regarding T-Mobile US's future performance or strategic direction, focusing solely on changes in beneficial ownership.

Industry Context

This filing reflects ongoing adjustments in the ownership structure of a major U.S. wireless carrier, T-Mobile US, by its largest shareholder, Deutsche Telekom, and a significant minority holder, SoftBank. Such ownership changes are common in the dynamic telecommunications industry, where strategic alliances and portfolio adjustments by large global players frequently occur. The sales by SoftBank's subsidiary could be part of a broader strategy to divest non-core assets or reallocate capital, a trend observed among diversified holding companies.

Comparison to Industry Standards

• This filing is a standard Schedule 13D amendment, reporting changes in beneficial ownership. There are no specific comparable companies, projects, or results mentioned within the document to assess against global benchmarks. The reported share sales by Project 9 and DT Holding are specific to their investment strategies and do not directly relate to T-Mobile US's operational performance against industry peers like Verizon or AT&T.

Related Party Transactions

• Delaware Project 6 L.L.C. and Delaware Project 9 L.L.C., wholly-owned subsidiaries of SoftBank Group Corp., hold shares of Common Stock subject to a proxy, and Project 9 recently sold 21,500,000 shares in an unregistered block sale. These entities are related parties through their historical association and proxy arrangements with Deutsche Telekom regarding T-Mobile US.

Stakeholder Impact

• Shareholders: The disclosure of significant share sales by SoftBank's Project 9 and ongoing sales by DT Holding could lead to increased supply of T-Mobile US shares in the market, potentially influencing the stock price. However, Deutsche Telekom's continued majority ownership (57.1%) signals stability in control.
• Investors: The detailed transaction information provides transparency on the trading activities of major shareholders, which can inform investment decisions.

Next Steps

• The Reporting Persons undertake to provide, upon request of the staff of the Securities and Exchange Commission, full information regarding the number of shares of Common Stock sold at each separate price within the price ranges set forth in the transaction table.

Key Dates

Recommendation

Keywords

T-Mobile US, Deutsche Telekom, SEC Filing, Schedule 13D, Beneficial Ownership, Share Sales, SoftBank, TMUS, Telecommunications, Wireless Carrier