Form SCHEDULE 13D/A T-Mobile US, Inc. Filed by: DEUTSCHE TELEKOM AG
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 35)*
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T-Mobile US, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(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) |
03/19/2026 (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. |
| 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)
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| 6 | Citizenship or place of organization
GERMANY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
592,065,875.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
53.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
592,065,875.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
53.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 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
592,065,875.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
53.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
GERMANY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
592,065,875.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
53.7 % | ||||||||
| 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. 35 (this "Amendment No. 35") 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. 35 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"), Delaware Project 9 L.L.C. ("Project 9") and Signal Bright LLC ("Signal Bright"), 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, 592,065,875 shares of Common Stock consisting of (i) 582,065,875 shares of Common Stock held by DT Holding and (ii) 10,000,000 shares of Common Stock held by Signal Bright and subject to the Proxy (of which 10,000,000 of such shares of Common Stock are subject to call options granted by Signal Bright to Deutsche Telekom), representing 53.7% of the shares of the Common Stock outstanding as of February 6, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the Commission on February 11, 2026. The number of shares of Common Stock held by Project 6, Project 9 and Signal Bright is based solely on the information provided by SoftBank. | |
| (b) | Same as (a) above. | |
| (c) | Except as previously reported on this Schedule 13D 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:
Novation of the SB-DT 2029 Call Option Agreement
On March 19, 2026, Project 9, as transferor, Signal Bright, as transferee, and Deutsche Telekom, as continuing party, entered into a Novation Agreement (the "Novation Agreement") relating to the SB-DT 2029 Call Option (as disclosed in Amendment No. 34 to the Schedule 13D filed with the Commission on October 2, 2025). Pursuant to the Novation Agreement, concurrently with the contribution of 10,000,000 shares of Common Stock by Project 9 to Signal Bright (the "Contribution"), Project 9 novated, transferred and assigned all of its rights, liabilities and obligations under the SB-DT 2029 Call Option to Signal Bright, and Signal Bright accepted all such rights, liabilities and obligations and agreed to observe, perform, discharge and be bound by the terms and conditions of the SB-DT 2029 Call Option from and after the Contribution in every way as if Signal Bright were a party thereto in place of Project 9.
Intercreditor Agreements and Deutsche Telekom's Right of First Refusal
On March 19, 2026, Signal Bright entered into a master confirmation in respect of a variable prepaid forward sale contract (the "Forward Contract") with an unaffiliated dealer (the "Dealer") covering up to 10,000,000 shares of Common Stock. Signal Bright pledged shares of Common Stock (the "Pledged VPF Shares") to secure its obligations under the Forward Contract. Deutsche Telekom will (i) continue to have the right to direct the vote of the Pledged VPF Shares under the Proxy and (ii) such Pledged VPF Shares will continue to be subject to the SB-DT 2029 Call Option.
On March 19, 2026, Signal Bright, Deutsche Telekom, and the Dealer entered into an Intercreditor Agreement (the "VPF Intercreditor Agreement") setting forth certain agreements between the parties thereto with respect to the Pledged VPF Shares. Among other things, the VPF Intercreditor Agreement sets forth the conditions under which Deutsche Telekom may exercise its rights to purchase shares of Common Stock under the SB-DT 2029 Call Option and, in the event of certain events of default or termination events occurring under the Forward Contract, grants Deutsche Telekom a right of first refusal (the "DT VPF ROFR") with respect to the Pledged VPF Shares to purchase a number of Pledged VPF Shares equal to the quotient of (i) the early termination amount determined pursuant to a formula provided by the Dealer divided by (ii) the average of the volume-weighted average price of the Common Stock as reported on Bloomberg L.P. page over an applicable number of trading days in an unwind period (the "Average VWAP"), at a purchase price per share equal to the Average VWAP. | ||
| 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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