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

Deutsche Telekom AG and its subsidiaries reported the sale of 128,878 T-Mobile US common shares for approximately $30.8 million 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 the sale of T-Mobile US, Inc. (TMUS) common stock.
• A total of 128,878 shares were sold across multiple transactions on September 15 and September 16, 2025.
• The sales were executed at weighted average prices ranging from $236.17 to $244.20 per share.
• The transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted on June 12, 2025.
• Following these transactions, the reporting persons beneficially own 634,756,900 shares of T-Mobile US common stock.
• The reporting persons are identified as Directors and 10% Owners of T-Mobile US, Inc.

Sentiment

Score: 4

Explanation: The sale of shares by a major shareholder is generally viewed as a slight negative, but the impact is mitigated by the fact that it was executed under a pre-arranged 10b5-1 trading plan, indicating a systematic, non-discretionary divestment rather than a reaction to adverse company news. The number of shares sold is also a small fraction of Deutsche Telekom's total holdings.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a systematic and non-discretionary approach to share divestment rather than a reaction to immediate market conditions.

Negatives

• Deutsche Telekom and its subsidiaries, significant shareholders and directors, sold a total of 128,878 shares of T-Mobile US common stock.
• The sales represent a reduction in their direct beneficial ownership in T-Mobile US.

Risks

• The reporting persons disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest, if any, and state that this report should not be deemed an admission of beneficial ownership for 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.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding T-Mobile US's future performance or strategic direction.

Management Comments

• Each Reporting Person may be deemed to be a director-by-deputization by virtue of the fact that 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 reports a routine insider transaction and does not provide information directly related to broader industry trends or competitive landscape within the telecommunications sector.

Corporate Governance

Related Party Transactions

• Deutsche Telekom AG and its wholly-owned subsidiaries, which are 10% owners and have director representation on T-Mobile US's board, sold shares of T-Mobile US common stock. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: May perceive the sale by a major shareholder as a negative signal, potentially leading to short-term price volatility, although the 10b5-1 plan mitigates concerns about discretionary selling.

Key Dates

Recommendation

The filing details a routine, pre-planned sale of T-Mobile US shares by Deutsche Telekom and its subsidiaries under a 10b5-1 trading plan. While a large insider sale can sometimes signal a lack of confidence, the pre-arranged nature of these transactions suggests a systematic portfolio management decision rather than a reaction to new, negative information. The amount sold is also a small percentage of Deutsche Telekom's overall holdings. Therefore, this event alone does not warrant a change in investment thesis, and a 'hold' recommendation is appropriate.

Keywords

T-Mobile US, TMUS, Deutsche Telekom, Insider Sale, Form 4, 10b5-1 Plan, Share Sale, Telecommunications, Stock Transaction, Major Shareholder