Lumen Technologies (NYSE: LUMN) prices $650M 8.500% 2036 notes for debt tender

Rhea-AI Filing Summary

Lumen Technologies, Inc. reported that its indirect wholly owned subsidiary, Level 3 Financing, Inc., plans a private debt financing. Level 3 Financing has priced $650 million aggregate principal amount of Additional 8.500% Senior Notes due 2036, increasing the planned offering by $50 million from the previously announced size. These Additional Notes will be a further issuance of the existing 8.500% Senior Notes due 2036, of which $1.25 billion was originally issued on December 23, 2025, and will form a single series with the earlier notes.

Level 3 Financing intends to use the net proceeds, together with cash on hand or other available liquidity if necessary, primarily to purchase any of its Existing Second Lien Notes tendered in cash tender offers launched on December 8, 2025. These Existing Second Lien Notes include its 4.000% Second Lien Notes due 2031, 3.875% Second Lien Notes due 2030, 4.500% Second Lien Notes due 2030, and 4.875% Second Lien Notes due 2029, and to pay related accrued interest, fees and expenses. Any remaining proceeds may be used to pay offering-related fees and expenses and for general corporate purposes. The Notes will be sold in a private offering that is not registered under the Securities Act of 1933.

Insights

Corporate credit and capital structure analyst

Lumen is adding $650 million of 8.500% 2036 notes mainly to refinance existing second-lien debt.

Lumen, through Level 3 Financing, priced $650 million of Additional 8.500% Senior Notes due 2036 in a private, unregistered offering. These Additional Notes have the same terms as the $1.25 billion Initial Notes issued on December 23, 2025, other than issue date and price, and will form a single series with them.

The stated intent is to use net proceeds, with cash on hand or other available liquidity if needed, to purchase outstanding Existing Second Lien Notes via cash tender offers launched on December 8, 2025. Targeted instruments include Level 3 Financing’s 4.000% Second Lien Notes due 2031, 3.875% Second Lien Notes due 2030, 4.500% Second Lien Notes due 2030, and 4.875% Second Lien Notes due 2029, plus related interest, fees and expenses.

If net proceeds are not fully applied to the tender offers, Level 3 Financing may use the remainder to pay fees and expenses relating to the offering and for general corporate purposes. Actual impact on leverage, interest expense, and debt maturity profile will depend on participation in the tender offers and final allocation of proceeds, as the transactions are described as proposed and subject to the conditions of the offers.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2026

Lumen Technologies, Inc.

(Exact name of registrant as specified in its charter)

Louisiana		001-7784		72-0651161
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
100 CenturyLink Drive
Monroe, Louisiana				71203
(Address of principal executive offices)				(Zip Code)

(318) 388-9000

(Telephone number, including area code)

Level 3 Parent, LLC

(Exact name of registrant as specified in its charter)

Delaware		001-35134		47-0210602
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
931 14th Street Denver, Colorado				80202
(Address of registrant’s principal executive offices)				(Zip Code)

Registrants’ telephone number, including area code: (720) 888-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant		Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Lumen Technologies, Inc.		Common Stock, no-par value per share		LUMN		New York Stock Exchange
Lumen Technologies, Inc.		Preferred Stock Purchase Rights		N/A		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On January 5, 2026, Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) issued a press release announcing that its indirect wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), planned to offer an additional $600 million aggregate principal amount of its 8.500% Senior Notes due 2036 (the “Additional Notes”) in a proposed private offering that would not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The Additional Notes are being offered as a further issuance of Level 3 Financing’s 8.500% Senior Notes due 2036, of which $1.25 billion aggregate principal amount was originally issued on December 23, 2025 (the “Initial Notes” and, together with the Additional Notes, the “Notes”). The Additional Notes will form a single series with, and have the same terms (other than issue date and issue price) as, the Initial Notes. That press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full.

On January 5, 2026, Lumen issued a subsequent press release announcing the pricing of $650 million of the Additional Notes in a private offering that would not be registered under the Securities Act, which represents a $50 million increase from the previously announced size of the offering. Level 3 Financing intends to use the net proceeds from this offering, together with cash on hand or other available liquidity, if necessary, to fund the purchase of any of its (1) 4.000% Second Lien Notes due 2031, (2) 3.875% Second Lien Notes due 2030, (3) 4.500% Second Lien Notes due 2030, and (4) 4.875% Second Lien Notes due 2029 (collectively, the “Existing Second Lien Notes”) in connection with the cash tender offers launched on December 8, 2025 (each, a “Tender Offer”) that were not purchased at early settlement of the Tender Offers and are validly tendered and not validly withdrawn prior to the withdrawal deadline of the Tender Offers, and the payment of accrued and unpaid interest, fees and expenses in connection therewith. To the extent not applied in connection with the Tender Offers, Level 3 Financing intends to use the net proceeds from this offering to pay fees and expenses relating to this offering and for general corporate purposes. That press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference as if set forth in full.

The Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, nor will there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Current Report on Form 8-K does not constitute an offer to buy or the solicitation of an offer to sell any Existing Second Lien Notes, nor will there be any purchase of Existing Second Lien Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as “will,” “should,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements for several reasons, including those discussed in Exhibits 99.1 and 99.2. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Press Release dated January 5, 2026, relating to the proposed private offering of Additional 8.500% Senior Notes due 2036.
99.2		Press Release dated January 5, 2026, relating to the pricing of its Additional 8.500% Senior Notes due 2036.
104		Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. and Level 3 Parent, LLC have duly caused this Current Report to be signed on their behalf by the undersigned officer hereunto duly authorized.

LUMEN TECHNOLOGIES, INC.
By:		/s/ Chris Stansbury
		Chris Stansbury
		Executive Vice President and Chief Financial Officer
LEVEL 3 PARENT, LLC
By:		/s/ Chris Stansbury
		Chris Stansbury
		Executive Vice President and Chief Financial Officer

Dated: January 5, 2026

FAQ

What debt offering did Lumen Technologies (LUMN) announce in this Form 8-K?

Lumen Technologies reported that its indirect wholly owned subsidiary, Level 3 Financing, Inc., priced $650 million aggregate principal amount of Additional 8.500% Senior Notes due 2036 in a proposed private offering that will not be registered under the Securities Act of 1933.

How do the new Additional 8.500% Senior Notes relate to the existing notes of Level 3 Financing?

The Additional Notes will be a further issuance of Level 3 Financing’s existing 8.500% Senior Notes due 2036, of which $1.25 billion aggregate principal amount was originally issued on December 23, 2025. The Additional Notes will form a single series with, and have the same terms

What does Lumen plan to do with the net proceeds from the $650 million Additional Notes offering?

Level 3 Financing intends to use the net proceeds, together with cash on hand or other available liquidity if necessary, to fund the purchase of any of its Existing Second Lien Notes tendered in cash tender offers launched on December 8, 2025. It also plans to pay accrued and unpaid interest, fees and expenses related to those tender offers, and may use any remaining proceeds to pay fees and expenses of this offering and for general corporate purposes.

Which Existing Second Lien Notes are targeted by Level 3 Financing’s tender offers?

The targeted Existing Second Lien Notes are Level 3 Financing’s 4.000% Second Lien Notes due 2031, 3.875% Second Lien Notes due 2030, 4.500% Second Lien Notes due 2030, and 4.875% Second Lien Notes due 2029. The intention is to purchase notes not previously bought at early settlement that are validly tendered and not validly withdrawn before the tender offer withdrawal deadline.

Does this Lumen 8-K constitute an offer to sell the new notes or to buy existing notes?

No. The disclosure explicitly states that it does not constitute an offer to sell or a solicitation of an offer to buy the Notes, and it does not constitute an offer to buy or the solicitation of an offer to sell any Existing Second Lien Notes, in any jurisdiction where such actions would be unlawful.

Are the new Lumen and Level 3 Financing notes being registered with the SEC?

No. Both the initial press release and subsequent press release described the Additional 8.500% Senior Notes due 2036 as being offered in a private offering that will not be registered under the Securities Act of 1933, as amended.

What forward-looking statement language did Lumen include regarding this debt transaction?

Lumen identified certain statements as forward-looking, using terms such as “will,” “should,” “expects,” “anticipates,” “believes,” “plans,” and “intends,” and noted that these are subject to uncertainties and the safe harbor protections under federal securities laws. The company also stated that actual events and results may differ materially and that it may change its intentions or plans without notice.