Director Deutsche Telekom Ag sold $51,949,860 worth of shares (209,520 units at $247.95), decreasing direct ownership by 1% to 636,411,404 units (SEC Form 4)
$TMUS
Telecommunications Equipment
Telecommunications
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/08/2025 | S(1) | 4,588 | D | $243.7528(2) | 646,049,936 | D | |||
| Common Stock | 08/08/2025 | S(1) | 39,788 | D | $244.9298(3) | 646,010,148 | D | |||
| Common Stock | 08/08/2025 | S(1) | 22,530 | D | $245.79(4) | 645,987,618 | D | |||
| Common Stock | 08/08/2025 | S(1) | 2,934 | D | $246.4518(5) | 636,551,084(6) | D | |||
| Common Stock | 08/11/2025 | S(1) | 16,125 | D | $246.3336(7) | 636,534,959 | D | |||
| Common Stock | 08/11/2025 | S(1) | 20,956 | D | $247.0641(8) | 636,514,003 | D | |||
| Common Stock | 08/11/2025 | S(1) | 11,594 | D | $247.9916(9) | 636,502,409 | D | |||
| Common Stock | 08/11/2025 | S(1) | 21,165 | D | $248.8235(10) | 636,481,244 | D | |||
| Common Stock | 08/12/2025 | S(1) | 8,870 | D | $248.9413(11) | 636,472,374 | D | |||
| Common Stock | 08/12/2025 | S(1) | 16,265 | D | $249.8254(12) | 636,456,109 | D | |||
| Common Stock | 08/12/2025 | S(1) | 6,939 | D | $250.7045(13) | 636,449,170 | D | |||
| Common Stock | 08/12/2025 | S(1) | 36,466 | D | $252.1552(14) | 636,412,704 | D | |||
| Common Stock | 08/12/2025 | S(1) | 1,300 | D | $252.3835(15) | 636,411,404 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted on March 13, 2025. |
| 2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.29 to $244.26 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.33 to $245.32 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.34 to $246.33 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.34 to $246.73 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. On August 8, 2025, certain affiliates of SoftBank Group Corp. (collectively, "SoftBank") reported on its Schedule 13D the sale of 9,433,600 shares of common stock of the Issuer that the Reporting Persons may have been deemed to beneficially own by virtue of a proxy agreement between the Reporting Persons and SoftBank (the "Proxy Agreement"). The number of shares reported in Column 5 of this Form 4 reflect the remaining shares held by SoftBank as reported on its Schedule 13D that the Reporting Persons may be deemed to beneficially own by virtue of the Proxy Agreement following such sale reported by SoftBank. |
| 7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.56 to $246.54 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.56 to $247.55 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.56 to $248.55 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.56 to $248.93 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.34 to $249.32 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.34 to $250.33 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.35 to $251.33 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.36 to $252.35 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.36 to $252.40 per share. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| Remarks: |
| Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder ("Section 16"), 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. In addition, Each of T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and Deutsche Telekom Holding B.V. are wholly-owned subsidiaries of DT. 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. |
| /s/ Christoph Appel Attorney-in-fact | 08/12/2025 | |
| /s/ Christoph Appel Attorney-in-fact | 08/12/2025 | |
| /s/ Christoph Appel Attorney-in-fact | 08/12/2025 | |
| /s/ Christoph Appel Attorney-in-fact | 08/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||