19 Shareholders’ equity

Issued capital

As of December 31, 2025, the share capital of Deutsche Telekom AG totaled EUR 12,557 million. The share capital is divided into 4,905,190,213 no par value registered shares.

Treasury shares. The amount of issued capital assigned to treasury shares was EUR 172 million as of December 31, 2025. This equates to 1.4 % of share capital. 67,167,793 treasury shares were held at December 31, 2025.

The Shareholders’ Meeting on April 9, 2025 authorized the Board of Management to buy back shares up to and including April 8, 2030 up to a total of 10 % of the Company’s capital stock on the date of the resolution or – if this value is lower – on the date of exercising this authorization, provided the shares to be purchased on the basis of this authorization in conjunction with any other shares of the Company which the Company has already purchased and still possesses or are to be assigned to it under §§ 71a et seq. AktG do not at any time account for more than 10 % of the Company’s capital stock pursuant to § 71 (2) sentence 1 AktG. The authorization shall not be exercised for the purpose of trading in treasury shares.

Furthermore, the Board of Management is authorized to use treasury shares that have been or will be purchased on the basis of this authorization or previous authorizations or for any other reasons, in addition to selling them on the stock exchange or by means of an offer to all shareholders in proportion to their shareholdings, for all other legally permissible purposes, in particular for the following purposes. The Board of Management is authorized to withdraw treasury shares without further resolution by the Shareholders’ Meeting. There is also the option of selling the shares in return for cash or non-cash consideration. In addition, treasury shares can be used to fulfill obligations and to hedge acquisition obligations or acquisition rights to shares in the Company, in particular from issued convertible bonds, bonds with warrants, profit participation rights, and/or participating bonds (or combinations of these instruments). Treasury shares can also be used in connection with share-based payment transactions and employee share plans. The shares may also be used for purposes involving an exclusion of subscription rights. Under the resolution of the Shareholders’ Meeting on April 9, 2025, the Board of Management is also authorized to acquire the shares through the use of equity derivatives.

Changes in treasury shares are set out in the following table:

2024 share buy-back program. In the period from January 3, 2024 to December 18, 2024, Deutsche Telekom AG bought back around 81 million shares under the share buy-back program. The Board of Management decided on August 19, 2025 to reduce the share capital of Deutsche Telekom AG accordingly and to cancel the shares that had been bought back. The cancellation in simplified form of these around 81 million shares was completed on August 28, 2025.

2025 share buy-back program. In the period from January 3, 2025 to December 11, 2025, Deutsche Telekom AG bought back 65.4 million shares under the share buy-back program with a total volume (excluding transaction costs) of around EUR 2.0 billion. The majority of the repurchased shares are to be canceled, and a small proportion are to be used in the Share Matching Plan or the employee share program.

Shares previously held in a trust deposit. As part of the acquisition of VoiceStream Wireless Corp., Bellevue, and Powertel, Inc., Bellevue, in 2001, Deutsche Telekom AG issued new shares from authorized capital to a trustee, for the benefit of holders of warrants, options, and conversion rights, among others. These option or conversion rights expired in full in the 2013 financial year. As a result, the trustee no longer had any obligation to fulfill any claims in accordance with the purpose of the deposit. The trust relationship was terminated at the start of 2016 and the deposited shares were transferred free of charge to a custody account of Deutsche Telekom. The previously deposited shares are accounted for in the same way as treasury shares in accordance with § 272 (1a) HGB. On the basis of authorization by the Shareholders’ Meeting on April 9, 2025, the treasury shares acquired free of charge may be used for the same purposes as the treasury shares acquired for a consideration.

Share Matching Plan and employee share program. Currently, the treasury shares for participants of the Share Matching Plan and of the Shares2You shares program for employees are issued from the pool of shares previously held in a trust deposit.

For matching shares from the Share Matching Plan and for free shares from the employee share program Shares2You, treasury shares are transferred free of charge to the custody accounts of employees of Deutsche Telekom AG. In cases where treasury shares are transferred to the custody accounts of employees of other Group companies, the costs have been transferred at fair value to the respective Group company since the 2016 financial year. In the reporting year, 999 thousand treasury shares with a fair value of EUR 30 million were billed to other Group companies. Where treasury shares were transferred to the custody accounts of employees that were bought by way of the personal investment as part of the employee share program Shares2You, a conversion rate of EUR 29.23 per share was used. The conversion is determined using the lowest price at which a trade actually took place on an official German exchange on the date of conversion.

Voting rights. Each share entitles the holder to one vote. These voting rights are restricted, however, in relation to treasury shares (at December 31, 2025: around 67 million in total).

Authorized capital and contingent capital. Authorized capital and contingent capital comprised the following components as of December 31, 2025:

Changes in the composition of the Group, transactions with owners, and capital increase. The following table shows the changes in the composition of the Group and the development of transactions with owners:

Transactions with owners decreased the carrying amount of shareholders’ equity by EUR 7.8 billion in the reporting year. They mainly relate to the United States operating segment and are the result of share buy-backs by T‑Mobile US and the sale of T‑Mobile US shares by Deutsche Telekom.

For further information, please refer to the section “Changes in the composition of the Group and other transactions” under “Summary of accounting policies.”

Non-controlling interests: total other comprehensive income

Total other comprehensive income of non-controlling interests primarily comprises remeasurement effects as part of the acquisition of the OTE group in 2009 totaling EUR 0.3 billion (December 31, 2024: EUR 0.3 billion), as well as currency translation effects of EUR 1.1 billion (December 31, 2024: EUR 2.6 billion), and remeasurement losses recognized directly in equity in connection with forward-payer swaps concluded for borrowings at T‑Mobile US, which were terminated prematurely in April 2020.