SCHEDULE: Deutsche Telekom Boosts T-Mobile Stake with New Call Option

Deutsche Telekom AG has increased its potential ownership in T-Mobile US, Inc. by securing a call option for an additional 10 million shares, while also reporting recent share sales.

Summary

• Reporting Persons (Deutsche Telekom AG and its subsidiaries) beneficially own 628,168,603 shares of T-Mobile US, Inc. Common Stock, representing 55.8% of outstanding shares as of July 18, 2025.
• This beneficial ownership includes 582,993,871 shares held directly by DT Holding, 27,174,732 shares held by Project 6 subject to a proxy, and 18,000,000 shares held by Project 9 subject to a proxy.
• Deutsche Telekom AG has entered into an SB-DT 2029 Call Option agreement with Project 9, granting it the right to acquire up to 10,000,000 additional shares of T-Mobile Common Stock.
• The call option is exercisable from October 2, 2025, until April 1, 2029, at an exercise price equal to the last sale price on the NASDAQ Global Select Market on the trading day preceding exercise.
• DT Holding sold approximately 2,490,000 shares of Common Stock between August 13, 2025, and October 6, 2025, through a Rule 10b5-1 trading plan, with weighted average prices ranging from $224.60 to $259.87 per share.

Sentiment

Score: 7

Explanation: The filing indicates a strategic move by Deutsche Telekom to potentially increase its stake in T-Mobile US through a call option, signaling long-term confidence and potential for increased control. While there were recent share sales, these appear to be part of a managed trading plan, and the call option provides a positive counter-balance, suggesting a net positive strategic outlook for Deutsche Telekom's investment in T-Mobile.

Positives

• Deutsche Telekom has secured a call option to potentially increase its stake in T-Mobile US by 10,000,000 shares, reinforcing its strategic interest and control.
• The call option provides flexibility for Deutsche Telekom to acquire additional shares at market price, allowing for opportunistic purchases to strengthen its position.

Negatives

• DT Holding sold approximately 2,490,000 shares of T-Mobile Common Stock in the open market over the past 60 days, which could be perceived as a reduction in direct ownership, although the call option provides a counter-balance.
• The share sales occurred at varying prices, with some recent sales at lower prices (e.g., $224.60 on October 6, 2025) compared to earlier sales (e.g., $259.87 on August 20, 2025).

Risks

• The exercise price of the call option is tied to the market price, exposing Deutsche Telekom to market fluctuations at the time of exercise.
• Shares acquired through the call option are unregistered and subject to transfer restrictions, limiting immediate liquidity.
• Project 9 (the grantor of the option) may pledge the underlying Option Shares as collateral for margin loans or derivative transactions, which could lead to a reduction in the number of Option Shares if enforcement actions occur.
• The value of the call option and the underlying shares is subject to general market conditions and T-Mobile's performance.

Future Outlook

Deutsche Telekom has secured a long-term option to increase its stake in T-Mobile US, exercisable until April 1, 2029, providing strategic flexibility for future ownership adjustments. The ability to acquire additional shares at market price allows for opportunistic strengthening of its position.

Industry Context

This filing underscores Deutsche Telekom's continued strategic commitment to T-Mobile US, a key asset in its global telecommunications portfolio. The acquisition of a call option suggests a long-term view on T-Mobile's growth and market position, potentially aiming to solidify control or capitalize on future market conditions. The telecom industry is highly competitive, and maintaining a strong, controlling stake in a major U.S. carrier like T-Mobile is crucial for Deutsche Telekom's global strategy.

Related Party Transactions

• The SB-DT 2029 Call Option agreement is between Deutsche Telekom AG and Delaware Project 9 L.L.C., a wholly-owned subsidiary of SoftBank Group Corp. SoftBank is a significant shareholder in T-Mobile US, and Project 9's shares are subject to a proxy in favor of Deutsche Telekom, making this a related party transaction.
• The beneficial ownership includes shares held by Project 6 and Project 9, both SoftBank subsidiaries, which are subject to a proxy agreement with Deutsche Telekom.

Stakeholder Impact

• Shareholders (T-Mobile): The potential increase in Deutsche Telekom's stake could lead to greater stability in ownership structure but might reduce the free float. The share sales by DT Holding could exert downward pressure on the stock price in the short term.
• Shareholders (Deutsche Telekom): The call option provides a strategic opportunity to increase exposure to T-Mobile's performance, potentially enhancing long-term value.
• Management (T-Mobile): Deutsche Telekom's continued strong ownership and potential increase in stake reinforce its influence over T-Mobile's strategic direction.

Next Steps

• Deutsche Telekom may exercise the SB-DT 2029 Call Option to acquire up to 10,000,000 additional shares of T-Mobile Common Stock at any time until April 1, 2029.
• The Reporting Persons will continue to manage their beneficial ownership in T-Mobile US, Inc.

Key Dates

Recommendation

The filing indicates Deutsche Telekom's continued strategic interest in T-Mobile US through a new call option, which could be seen as a long-term positive. However, the recent sales of a significant number of shares by DT Holding, even under a 10b5-1 plan, introduce some ambiguity. The net effect on the stock price is likely to be neutral to slightly positive, as the strategic intent to potentially increase ownership balances the recent sales. For a seasoned investor, maintaining a 'hold' position seems appropriate until further clarity emerges on the exercise of the option or T-Mobile's operational performance.

Keywords

T-Mobile US, Deutsche Telekom, Schedule 13D, Beneficial Ownership, Call Option, Share Sales, TMUS, SoftBank, Equity Stake, Telecommunications