Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to include the following:
(a)-(b) The information contained in the cover pages of this Schedule 13D is incorporated herein by reference. Project 4 LLC beneficially owns 3,566,400
shares of Common Stock, which represents less than 1% of the shares of Common Stock outstanding as of April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the
Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition. Project 6 LLC beneficially owns 33,043,108 shares of Common Stock, which represents
approximately 2.81% of the shares of Common Stock outstanding as of April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and
3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the closing of the Mint Acquisition. Project 9 LLC beneficially owns 48,751,557 shares of Common Stock, which represents approximately 4.15% of the shares of Common
Stock outstanding as of April 19, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on
May 1, 2024, in connection with the closing of the Mint Acquisition. The shares of Common Stock beneficially owned by Project 6 LLC and Project 9 LLC are subject to the Proxy Agreement. 28,243,108 shares of Common Stock beneficially owned by
Project 6 LLC are subject to the Floating Options. Project 4 LLC, Project 6 LLC and Project 9 LLC are wholly owned subsidiaries of SoftBank. As a result, SoftBank may be deemed to beneficially own the shares of Common Stock beneficially owned by
Project 4 LLC, Project 6 LLC and Project 9 LLC. The Reporting Persons therefore beneficially own an aggregate of 85,361,065 shares of Common Stock, which represents approximately 7.26% of the shares of Common Stock outstanding as of April 19,
2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on April 26, 2024 and 3,264,952 shares of Common Stock issued on May 1, 2024, in connection with the
closing of the Mint Acquisition.
(c) The information contained in Item 4 of this Schedule 13D is herein incorporated by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:
On June 7, 2024, Deutsche Telekom exercised its right to acquire 6,728,701 shares of Common Stock from Project 6 LLC for cash pursuant to the Replacement
SB-Newco Call Option, dated April 13, 2022 (the Fixed Options). The exercise price was $99.505 per share of Common Stock (reflecting adjustments to the exercise price made in accordance with the terms of the Fixed Options
resulting from cash dividends declared by T-Mobile on the Common Stock).