Amendment: SEC Form SCHEDULE 13D/A filed by T-Mobile US Inc.
$TMUS
Telecommunications Equipment
Telecommunications
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 34)
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T-Mobile US, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
872590104 (CUSIP Number) |
Dr. Axel Lutzner, VP DT Legal Deutsche Telekom AG, Friedrich-Ebert-Allee 140 Bonn, 2M, 53113 49-228-181-0 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 872590104 |
| 1 |
Name of reporting person
Deutsche Telekom AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
628,168,603.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 872590104 |
| 1 |
Name of reporting person
Deutsche Telekom Holding B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
628,168,603.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 872590104 |
| 1 |
Name of reporting person
T-Mobile Global Holding GmbH | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
628,168,603.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 872590104 |
| 1 |
Name of reporting person
T-Mobile Global Zwischenholding GmbH | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
628,168,603.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
T-Mobile US, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Friedrich-Ebert-Allee 140, Bonn,
GERMANY
, 53113. | |
Item 1 Comment:
This Amendment No. 34 (this "Amendment No. 34") to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on May 10, 2013, (as amended and supplemented from time to time, this "Schedule 13D"), is being filed by Deutsche Telekom AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Deutsche Telekom"), T-Mobile Global Zwischenholding GmbH, a limited liability company (Gesellschaft mit beschrankter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of Deutsche Telekom ("T-Mobile Global"), T-Mobile Global Holding GmbH, a limited liability company (Gesellschaft mit beschrankter Haftung) organized under the laws of the Federal Republic of Germany and a direct wholly owned subsidiary of T-Mobile Global ("T-Mobile Holding"), and Deutsche Telekom Holding B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and a direct wholly owned subsidiary of T-Mobile Holding ("DT Holding" and, together with Deutsche Telekom, T-Mobile Global and T-Mobile Holding, the "Reporting Persons", and each, a "Reporting Person"), pursuant to Section 13(d) of the Exchange Act, and Rule 13d-2(a) thereunder, with respect to the shares of common stock, par value $0.00001 per share (the "Common Stock"), of T-Mobile US, Inc., a Delaware corporation (the "Issuer" or "T-Mobile").
Except as set forth below, all Items of this Schedule 13D, as amended prior to the date hereof, are materially unchanged. Capitalized terms used in this Amendment No. 34 and not otherwise defined shall have the respective meanings assigned to such terms in this Schedule 13D.
Deutsche Telekom disclaims beneficial ownership in any Common Stock held by Delaware Project 6 L.L.C. ("Project 6") and Delaware Project 9 L.L.C. ("Project 9"), each a wholly-owned subsidiary of SoftBank Group Corp. ("SoftBank"), if such Common Stock is not subject to the Proxy. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Item 3 is hereby amended and supplemented as follows:
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference. | ||
| Item 4. | Purpose of Transaction | |
This Item 4 is hereby amended and supplemented as follows:
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | This Item 5 is hereby amended and supplemented as follows:
The information contained in the cover pages of this Schedule 13D and the information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.
As of the date hereof, the Reporting Persons beneficially own, in aggregate, 628,168,603 shares of Common Stock consisting of (i) 582,993,871 shares of Common Stock held by DT Holding, (ii) 27,174,732 shares of Common Stock held by Project 6 and subject to the Proxy and (iii) 18,000,000 shares of Common Stock held by Project 9 and subject to the Proxy (of which 10,000,000 of such shares of Common Stock are subject to call options granted by Project 9 to Deutsche Telekom), representing 55.8% of the shares of the Common Stock outstanding as of July 18, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission on July 23, 2025. The number of shares of Common Stock held by Project 6 and Project 9 is based solely on information provided by SoftBank as of September 30, 2025. | |
| (b) | Same as (a) above. | |
| (c) | Except as previously reported on this Schedule 13D, set forth in Exhibit 67 or in Item 6 below, to the best knowledge of the Reporting Persons, none of the Reporting Persons has effected any transaction in Common Stock in the 60 days preceding the date hereof. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
This Item 6 is hereby amended and supplemented as follows:
SB-DT 2029 Call Option Agreement
Pursuant to an option agreement dated October 2, 2025 (the "SB-DT 2029 Call Option"), between Project 9, as grantor, and Deutsche Telekom, as optionholder, Project 9 has granted call options to Deutsche Telekom which entitle Deutsche Telekom to acquire from Project 9, in whole or in part, up to an aggregate of 10,000,000 shares of Common Stock until April 1, 2029. The SB-DT 2029 Call Option may be exercised on or after October 2, 2025.
The SB-DT 2029 Call Option may be exercised at an exercise price per share (the "Exercise Price") equal to the last sale price of the Common Stock as reported on the NASDAQ Global Select Market (as reported on Bloomberg L.P. page "TMUS US Equity HP" (or any successor page thereto)) on the last day on which the NASDAQ Global Select Market is open for trading immediately preceding the relevant date of exercise.
The Exercise Price shall be subject to customary adjustment from time to time as a result of certain specified events, including stock splits, subdivisions, reclassifications or combinations of the Common Stock, dividends (other than cash dividends) and merger events.
The foregoing description of the SB-DT 2029 Call Option does not purport to be complete and is subject to, and qualified in its entirety by, the SB-DT 2029 Call Option, which is filed as Exhibit 68 hereto. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. - Description of Exhibit
Exhibit 67 - Transaction Information
Exhibit 68 - SB-DT 2029 Call Option, dated October 2, 2025, between Delaware Project 9 L.L.C., as grantor, and Deutsche Telekom AG, as optionholder.
Exhibit 69 - Schedule A-3: Directors and Executive Officers of Deutsche Telekom AG | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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