Lumen (NYSE: LUMN) and Qwest finalize exchange of 2056/2057 notes into new debt

Rhea-AI Filing Summary

Lumen Technologies and its subsidiary Qwest Corporation have completed exchange offers and related consent solicitations for two long‑dated Qwest note issues. Holders of Qwest’s 6.5% Notes due 2056 tendered $515,297,925 of option 1 notes and $316,631,500 of option 2 notes for new 6.500% Notes due 2051, while holders of 6.75% Notes due 2057 tendered $381,528,000 of option 1 notes and $170,390,650 of option 2 notes for new 6.750% Notes due 2052. Qwest will issue the new senior unsecured notes, fully and unconditionally guaranteed by Lumen, and pay consent fees of $2,079,823.56 and $1,379,796.63 on the two series. Qwest obtained the required majority consents to amend the old indentures and plans to de‑register the old Qwest notes and cease separate SEC reporting after settlement.

Insights

Corporate credit and capital-structure analyst

Lumen and Qwest have executed a liability-management swap of old notes into new, guaranteed issues.

The transactions exchange Qwest’s 2056 and 2057 notes into new 2051 and 2052 senior unsecured notes that carry the same interest rates as the old series. This effectively reopens the capital structure with new securities while keeping coupon costs stable.

Qwest obtained majority holder consents for both series, enabling amendments to the old indentures in return for cash consent fees. The company also plans to de-register the old notes and end separate SEC reporting, consolidating disclosure under Lumen’s filings, which may streamline ongoing reporting obligations.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2056 notes outstanding pre-offer: $977,500,000 2056 notes option 1 tendered: $515,297,925 2056 notes option 2 tendered: $316,631,500 +5 more

8 metrics

2056 notes outstanding pre-offer $977,500,000 Aggregate principal amount of 6.5% Notes due 2056 before exchange offers

2056 notes option 1 tendered $515,297,925 Principal amount tendered and accepted for exchange into new 6.500% 2051 notes

2056 notes option 2 tendered $316,631,500 Principal amount tendered and accepted for exchange into new 6.500% 2051 notes

2057 notes outstanding pre-offer $660,000,000 Aggregate principal amount of 6.75% Notes due 2057 before exchange offers

2057 notes option 1 tendered $381,528,000 Principal amount tendered and accepted for exchange into new 6.750% 2052 notes

2057 notes option 2 tendered $170,390,650 Principal amount tendered and accepted for exchange into new 6.500% 2051 notes

Consent fee 2056 series $2,079,823.56 Total cash amount to be paid as consent fee on 2056 notes

Consent fee 2057 series $1,379,796.63 Total cash amount to be paid as consent fee on 2057 notes

Key Terms

Exchange Offers, Consent Solicitations, Requisite Consents, supplemental indenture, +2 more

6 terms

Exchange Offers financial

"announced the expiration and final results of the previously announced offers (the “Exchange Offers”) by Qwest to exchange the outstanding notes"

An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.

Consent Solicitations financial

"Qwest and Lumen also solicited consents to amend the Old Qwest Indentures (the “Consent Solicitations”)."

A consent solicitation is a formal request sent to shareholders asking them to approve or waive specific corporate actions — such as contract changes, mergers, or amendments to governance rules — often by signing a written consent instead of voting at a meeting. For investors this matters because it can speed up major decisions and alter rights or payments without a public vote, so shareholders need to weigh potential benefits, risks and any pressure to agree, much like neighbors being asked to sign off on a change to a shared driveway.

Requisite Consents financial

"To adopt the Proposed Amendments related to a series of Old Qwest Notes, Qwest was required to receive Consents from holders representing at least a majority ... (the “Requisite Consents”)."

supplemental indenture financial

"Qwest will enter into a supplemental indenture with the trustee for the applicable series of Old Qwest Notes to effect the Proposed Amendments"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

senior unsecured obligations financial

"The New Qwest Notes (i) are senior unsecured obligations of Qwest, will rank senior to obligations to make payments under any of Qwest’s existing and future subordinated debt"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

Rule 12h-5 regulatory

"expects to de-register the Old Qwest Notes promptly following the Settlement Date and thereafter cease filing reports with the SEC under the Exchange Act, in reliance on Rule 12h-5 under the Exchange Act"

Rule 12h-5 is an SEC process that lets a company ask to end its ongoing public reporting obligations when it no longer has a public market or sufficient public shareholders, or when filing those reports is no longer necessary. For investors, approval means the company will stop providing regular financial updates and regulatory filings — like a business unsubscribing from a public newsletter — which can reduce transparency, make shares harder to trade, and increase risk.

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Understanding 8-K Material Events →

00000189260000068622falsetrue 0000018926 2026-06-10 2026-06-10 0000018926 lumn:QwestCorporationMember 2026-06-10 2026-06-10 0000018926 us-gaap:PreferredStockMember 2026-06-10 2026-06-10 0000018926 us-gaap:CommonStockMember 2026-06-10 2026-06-10

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): June 10, 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)

Qwest Corporation

(Exact name of registrant as specified in its charter)

Colorado		001-03040		84-0273800
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

931 14th Street,
Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

(318) 388-9000

(Telephone number, including area code)

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 June 10, 2026, Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”), together with its wholly-owned subsidiary, Qwest Corporation (“Qwest”), issued a press release announcing the expiration and final results of the previously announced offers (the “Exchange Offers”) by Qwest to exchange the outstanding notes described below, in each case subject to certain terms and conditions set forth in the Registration Statement on Form S-4, including a prospectus and consent solicitation statement forming a part thereof (as amended or supplemented from time to time, the “Prospectus”). In connection with the Exchange Offers, Qwest and Lumen also solicited consents (the “Consent Solicitations”) to amend the indentures governing Old Qwest Notes (as defined below) (as amended and supplemented, the “Old Qwest Indentures”).

The Exchange Offers and the Consent Solicitations expired at 5:00 pm ET on June 9, 2026 (the “Expiration Date”).

The notes offered to be exchanged in the Exchange Offers were Qwest’s (1) 6.5% Notes due 2056 (CUSIP Number 74913G 881) (the “2056 Notes”) and (2) 6.75% Notes due 2057 (CUSIP Number 74913G 873) (the “2057 Notes” and, together with the 2056 Notes, the “Old Qwest Notes”) in exchange for (1) 6.500% Notes due 2051 (the “New 6.500% 2051 Notes”) and (2) 6.750% Notes due 2052 (the “New 6.750% 2052 Notes” and, together with the New 6.500% 2051 Notes, the “New Qwest Notes”), to be issued by Qwest and fully and unconditionally guaranteed on an unsecured basis by Lumen.

The foregoing description is qualified in its entirety by reference to the press release dated June 10, 2026, a copy of which is attached hereto as Exhibit 99.1.

This Current Report on Form 8-K does not constitute an offer to purchase or the solicitation of an offer to sell with respect to any securities. The Exchange Offers were made only pursuant to the terms of the Prospectus.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this Current Report on Form 8-K and other of our oral or written statements identified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements. These forward-looking statements are not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include, but are not limited to: failure of the conditions set forth in the Prospectus to be satisfied or waived; the possibility that potential debt investors will not be receptive to the Exchange Offers or Consent Solicitations on the terms described above or at all; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in Qwest or Lumen’s credit ratings; changes in the cash requirements, financial position, financing plans or investment plans of Qwest or Lumen or their respective affiliates; changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Qwest or Lumen or their respective affiliates to consummate the above-described transactions on the terms described above or at all; and other risks referenced from time to time in the filings of Lumen or Qwest with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. We may change our intentions, strategies or plans (including our plans expressed herein) 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 June 10, 2026, relating to the expiration and results of its Exchange Offers and Consent Solicitations.
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 Qwest Corporation have duly caused this Current Report to be signed on their behalf by the undersigned officer hereunto duly authorized.

LUMEN TECHNOLOGIES, INC.
By:		/s/ Jennifer Hodges
		Jennifer Hodges
		Executive Vice President, Chief Legal Officer
QWEST CORPORATION
By:		/s/ Jennifer Hodges
		Jennifer Hodges
		Executive Vice President, Chief Legal Officer

Dated: June 10, 2026

Exhibit 99.1

Lumen Technologies, Inc. and Qwest Corporation Announce Expiration and Final Results of Exchange Offers and Consent Solicitations

DENVER, June 10, 2026 – Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) (NYSE: LUMN) today announced, together with Qwest Corporation, its wholly-owned subsidiary (“Qwest”), the expiration and final results of the previously announced offers (the “Exchange Offers”) by Qwest to exchange the outstanding notes described below, in each case subject to certain terms and conditions set forth in the Registration Statement on Form S-4, including a prospectus and consent solicitation statement forming a part thereof (as amended or supplemented from time to time, the “Prospectus”). Capitalized terms used and not defined in this press release have the meanings given to them in the Prospectus. In connection with the Exchange Offers, Qwest and Lumen also solicited consents to amend the Old Qwest Indentures (as defined below) (the “Consent Solicitations”).

The Exchange Offers and the Consent Solicitations expired at 5:00 p.m. ET on June 9, 2026 (the “Expiration Date”).

The notes offered to be exchanged in the Exchange Offers were Qwest’s (1) 6.5% Notes due 2056 (CUSIP Number 74913G 881) (the “2056 Notes”) and (2) 6.75% Notes due 2057 (CUSIP Number 74913G 873) (the “2057 Notes” and, together with the 2056 Notes, the “Old Qwest Notes”), in exchange for (1) 6.500% Notes due 2051 (the “New 6.500% 2051 Notes”) and (2) 6.750% Notes due 2052 (the “New 6.750% 2052 Notes” and, together with the New 6.500% 2051 Notes, the “New Qwest Notes”), to be issued by Qwest and fully and unconditionally guaranteed on an unsecured basis by Lumen.

The Expiration Date has passed for the Old Qwest Notes tendered pursuant to the Exchange Offers and such tenders may no longer be withdrawn. The table below provides the aggregate principal amount of validly tendered Old Qwest Notes that Qwest accepted for exchange as of the Expiration Date, as well as the aggregate principal amount of New Qwest Notes to be issued and the total amount of cash to be paid, in connection with the Exchange Offers and the Consent Solicitations:

Series of Old Qwest Notes

CUSIP No. (1)

Aggregate Principal Amount Outstanding prior to the Exchange Offers

Series of New Qwest Notes(1)

Principal Amount Tendered and Accepted for Exchange

Principal Amount of the New Notes to Be Issued

Total Cash Amount to be Paid for Consent Fee(2)

Cash

6.5% Notes due 2056

74913G 881

$977,500,000

Option 1: New 6.500% 2051 Notes, $25 denominations or Option 2: New 6.500% 2051 Notes, $1 denominations

Option 1: $515,297,925

Option 1: $515,297,925

$

2,079,823.56

Option 2: $316,631,500

Option 2: $316,631,500

6.75% Notes due 2057

74913G 873

$660,000,000

Option 1: 6.750% Notes due 2052, $25 denominations or Option 2: New 6.500% 2051 Notes, $1 denominations

Option 1: $381,528,000

Option 1: $381,528,000

$

1,379,796.63

Option 2: $170,390,650

Option 2: $170,390,650

(1) The New 6.500% 2051 Notes will be issued under separate global notes (at least one global note for each denomination) having separate CUSIP numbers but otherwise constituting the same series for voting purposes, and issued under the same supplemental indenture.

(2) Consideration in the form of a cash payment of $0.0625 per $25 principal amount of the Old Qwest Notes for consents to the proposed amendments to the applicable Old Qwest Indenture under which such series of Old Qwest Notes were issued that are validly delivered prior to the Expiration Date and not validly withdrawn.

The interest rate, interest payment dates, and redemption prices of the New 6.500% 2051 Notes and the New 6.750% 2052 Notes to be issued by Qwest in the Exchange Offers will be the same as the 2056 Notes and the 2057 Notes, respectively. The New Qwest Notes (i) are senior unsecured obligations of Qwest, will rank senior to obligations to make payments under any of Qwest’s existing and future subordinated debt, and rank equally in right of payment with Qwest’s obligations to make payments under all of Qwest’s existing and future unsecured and unsubordinated debt; (ii) are effectively subordinated in right of payment to any of Qwest’s existing and future secured indebtedness to the extent of the value of the assets securing any such indebtedness; and (iii) are fully and unconditionally guaranteed on an unsecured basis by Lumen.

The New Qwest Notes issued in exchange for any Old Qwest Notes that were validly tendered on or before the Expiration Date and accepted for exchange are expected to be delivered by Qwest on June 11, 2026 (the “Settlement Date”). No tenders will be valid if submitted after the Expiration Date.

In conjunction with the Exchange Offers, Qwest and Lumen solicited consents from holders of each series of the Old Qwest Notes (“Consents”) to certain proposed amendments (the “Proposed Amendments”) to the indentures governing the Old Qwest Notes (the “Old Qwest Indentures”). Holders of Old Qwest Notes that tendered such Old Qwest Notes were deemed to have given Consent to the Proposed Amendments with respect to the Old Qwest Notes. To adopt the Proposed Amendments related to a series of Old Qwest Notes, Qwest was required to receive Consents from holders representing at least a majority of the outstanding aggregate principal amount of such series of Old Qwest Notes (the “Requisite Consents”).

As of the Expiration Date, Qwest has received the Requisite Consents with respect to both series of Old Qwest Notes. Accordingly, Qwest will enter into a supplemental indenture with the trustee for the applicable series of Old Qwest Notes to effect the Proposed Amendments, and such supplemental indenture will become effective on the Settlement Date.

As previously announced, as part of Qwest simplifying its reporting obligations, Qwest has de-listed the Old Qwest Notes from the NYSE and expects to de-register the Old Qwest Notes promptly following the Settlement Date and thereafter cease filing reports with the SEC under the Exchange Act, in reliance on Rule 12h-5 under the Exchange Act, subject to Lumen’s periodic reports containing the disclosures required by Rule 13-01 of Regulation S-X.

In connection with the Exchange Offers and Consent Solicitations, Lumen and Qwest retained Morgan Stanley & Co. LLC to act as lead dealer manager and D.F. King & Co., Inc. to act as the information agent and exchange agent for the Exchange Offers and Consent Solicitations. Requests for copies of the Prospectus or any other documents related to the Exchange Offers and Consent Solicitations can be directed to D.F. King & Co., Inc. at (800) 755-3105 (for information U.S. Toll-free) or (212) 257-2075 (information for banks and brokers). Questions regarding the terms and conditions of the Exchange Offers and Consent Solicitations should be directed to Morgan Stanley & Co. LLC, at Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Global Debt Advisory Group, Collect: (212) 761-1057, Toll Free: (800) 624-1808, Email: lmny@morganstanley.com.

This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell with respect to any securities. The Exchange Offers were made only pursuant to the terms of the Prospectus.

About Lumen Technologies

Lumen is unleashing the world’s digital potential. We ignite business growth by connecting people, data, and applications – quickly, securely, and effortlessly. As the trusted network for AI, Lumen uses the scale of our network to help companies realize AI’s full potential. From metro connectivity to long-haul data transport to our edge cloud, security, managed service, and digital platform capabilities, we meet our customers’ needs today and as they build for tomorrow. Lumen and Lumen Technologies are registered trademarks of Lumen Technologies, Inc. in the United States.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this release and other of our oral or written statements identified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements. These forward-looking statements are not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include, but are not limited to: failure of the conditions set forth in the Prospectus to be satisfied or waived; the possibility that potential debt investors will not be receptive to the Exchange Offers or Consent Solicitations on the terms described above or at all; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in Qwest or Lumen’s credit ratings; changes in the cash requirements, financial position, financing plans or investment plans of Qwest or Lumen or their respective affiliates; changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Qwest or Lumen or their respective affiliates to consummate the above-described transactions on the terms described above or at all; and other risks referenced from time to time in the filings of Lumen or Qwest with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. We may change our intentions, strategies or plans (including our plans expressed herein) without notice at any time and for any reason.

Media Contact:		Investor Contact:
Anita J. Gomes Anita.Gomes@lumen.com +1 858-229-8538		Jim Breen, CFA Investor.relations@lumen.com +1 603-404-7003

FAQ

What did Lumen Technologies (LUMN) and Qwest announce in this 8-K?

Lumen and Qwest announced the expiration and final results of Qwest’s exchange offers and related consent solicitations for two long-dated note series, including amounts tendered, new notes to be issued, and cash consent fees to be paid to participating noteholders.

Which Qwest notes were included in the LUMN exchange offers?

The offers covered Qwest’s 6.5% Notes due 2056 and 6.75% Notes due 2057. Holders could exchange these Old Qwest Notes for new 6.500% Notes due 2051 or new 6.750% Notes due 2052, which are senior unsecured obligations guaranteed by Lumen Technologies.

How much principal of Qwest’s 2056 notes was tendered and accepted?

For the 6.5% Notes due 2056, $515,297,925 of option 1 notes and $316,631,500 of option 2 notes were tendered and accepted. These Old Qwest Notes will be exchanged for new 6.500% Notes due 2051 with corresponding principal amounts issued.

How much principal of Qwest’s 2057 notes was tendered and accepted?

For the 6.75% Notes due 2057, $381,528,000 of option 1 notes and $170,390,650 of option 2 notes were tendered and accepted. These Old Qwest Notes will be exchanged for new 6.750% Notes due 2052 or new 6.500% Notes due 2051, depending on the option selected.

What consent fees will Qwest pay in connection with the exchange offers?

Qwest will pay $2,079,823.56 in cash consent fees for the 6.5% Notes due 2056 and $1,379,796.63 for the 6.75% Notes due 2057. These payments compensate holders who tendered notes and thereby consented to amendments to the old indentures.

What changes are being made to Qwest’s reporting and listing after the exchange?

Qwest has de-listed the Old Qwest Notes from the NYSE and expects to de-register them after the settlement date. Qwest then plans to cease filing separate Exchange Act reports, relying instead on Lumen’s periodic reports that include required subsidiary disclosures.

When did the Lumen and Qwest exchange offers and consents expire and settle?

The exchange offers and consent solicitations expired at 5:00 p.m. ET on June 9, 2026. New Qwest Notes issued in exchange for validly tendered Old Qwest Notes are expected to be delivered on June 11, 2026, which is referred to as the Settlement Date.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 21.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 52.1 KB