Lumen Technologies (NYSE: LUMN) extends Qwest note exchange offer deadlines

Rhea-AI Filing Summary

Lumen Technologies and its subsidiary Qwest Corporation have adjusted the timing of a previously launched debt exchange. They are offering to exchange Qwest’s 6.5% Notes due 2056 and 6.75% Notes due 2057 for new Qwest notes with the same coupon rates and maturities, fully and unconditionally guaranteed on an unsecured basis by Lumen.

The early participation date and withdrawal deadline for the exchange offers and related consent solicitations have been extended from 5 p.m. ET on May 8, 2026 to 5 p.m. ET on May 15, 2026, while the overall expiration time remains immediately after 5 p.m. ET on May 26, 2026. Completion of the exchanges is conditioned on effectiveness of a Registration Statement on Form S-4 and the absence of legal impediments, and decisions by noteholders are guided by the prospectus filed with the SEC.

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

Old Qwest Notes coupon: 6.5% and 6.75% New Qwest Notes coupon: 6.500% and 6.750% Extended early participation date: 5 p.m. ET May 15, 2026 +2 more

5 metrics

Old Qwest Notes coupon 6.5% and 6.75% Interest rates on Qwest Notes due 2056 and 2057

New Qwest Notes coupon 6.500% and 6.750% Interest rates on New Qwest Notes due 2056 and 2057

Extended early participation date 5 p.m. ET May 15, 2026 Early participation and withdrawal deadline for exchange offers

Original early participation date 5 p.m. ET May 8, 2026 Initial early participation and withdrawal deadline before extension

Exchange offers expiration After 5 p.m. ET May 26, 2026 Current expiration timing of each exchange offer

Key Terms

Exchange Offers, Consent Solicitations, Registration Statement on Form S-4, indentures, +1 more

5 terms

Exchange Offers financial

"extended the early participation date and withdrawal deadline of its previously announced offers to exchange"

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

"soliciting consents from holders of each series of the Old Qwest Notes to certain proposed amendments"

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.

Registration Statement on Form S-4 regulatory

"subject to the conditions set forth in a Registration Statement on Form S-4, including a prospectus"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

indentures financial

"proposed amendments to the indentures governing the Old Qwest Notes"

Indentures are the written contracts that set out the terms and protections for a debt issue, such as a bond or note, including payment schedule, interest rate, collateral, and what happens if the borrower misses payments. Think of it like the rulebook and safety features for a loan that both the borrower and lenders agree to; investors use it to assess their rights, recoveries in trouble, and limits on the issuer’s future actions.

forward-looking statements regulatory

"identified by words such as “will,” “should,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

00000189260000068622falsetrue 0000018926 2026-05-05 2026-05-05 0000018926 lumn:QwestCorporationMember 2026-05-05 2026-05-05 0000018926 us-gaap:CommonStockMember 2026-05-05 2026-05-05 0000018926 us-gaap:PreferredStockMember 2026-05-05 2026-05-05

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): May 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)

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 May 5, 2026, Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) issued a press release announcing that it, together with Qwest Corporation (“Qwest”), its wholly-owned subsidiary, has extended the early participation date and withdrawal deadline of its previously announced offers to exchange (the “Exchange Offers”) the 6.5% Notes due 2056 (CUSIP Number 74913G 881) (the “2056 Notes”) and 6.75% Notes due 2057 (CUSIP Number 74913G 873) (the “2057 Notes” and, together with the 2056 Notes, the “Old Qwest Notes”) issued by Qwest for 6.500% Notes due 2056 (the “New 2056 Notes”) and 6.750% Notes due 2057 (the “New 2057 Notes” and, together with the New 2056 Notes, the “New Qwest Notes”) to be issued by Qwest, respectively, and to be fully and unconditionally guaranteed on an unsecured basis by Lumen, in each case upon the terms and subject to the conditions set forth in a Registration Statement on Form S-4, including a prospectus and consent solicitation statement forming a part thereof (the “Prospectus”). In connection with the Exchange Offers, Qwest and Lumen are also soliciting consents from holders of each series of the Old Qwest Notes to certain proposed amendments to the indentures governing the Old Qwest Notes (the “Consent Solicitations”).

The early participation date, and the withdrawal deadline for the Exchange Offers and Consent Solicitations has each been extended from 5:00 p.m., ET, on May 8, 2026 to 5:00 p.m., ET, on May 15, 2026 (such date and time, as each may be further extended or earlier terminated by Lumen or Qwest, the “Early Participation Date” and the “Withdrawal Deadline,” respectively). Each of the Exchange Offers will expire immediately following 5:00 p.m., ET, on May 26, 2026, as it may be extended as described in the Prospectus (the “Expiration Date”).

Holders of the Old Qwest Notes are urged to carefully read the Prospectus before making any decision with respect to the Exchange Offers and Consent Solicitations. Copies of the Prospectus pursuant to which the Exchange Offers and Consent Solicitations are being made may be obtained free of charge at the SEC’s website at www.sec.gov. or from D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers and Consent Solicitations, at (800) 755-3105 (for information U.S. Toll-free) or (212) 257-2075 (information for banks and brokers).

This Current Report on Form 8-K is not an offer to buy or sell or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to exchange the Old Qwest Notes for New Qwest Notes is only being made pursuant to the terms of the Exchange Offers. Qwest is not making an offer of New Qwest Notes in any jurisdiction where the Exchange Offers are not permitted, and this Current Report on Form 8-K does not constitute an offer to participate in the Exchange Offers to any person in any jurisdiction where it is unlawful to make such an offer or solicitations.

The above-referenced press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full.

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 Exhibit 99.1. 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 May 5, 2026, relating to the extension of the early participation date and withdrawal deadline of previously announced 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: May 5, 2026

Exhibit 99.1

Lumen Technologies, Inc. and Qwest Corporation Announce Extension of Early Participation Date and Withdrawal Deadline of Previously Announced Exchange Offers

DENVER, May 5, 2026 – Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) (NYSE: LUMN) announced today that it, together with Qwest Corporation (“Qwest”), its wholly-owned subsidiary, has extended the early participation date and withdrawal deadline of its previously announced offers to exchange (the “Exchange Offers”) the 6.5% Notes due 2056 (CUSIP Number 74913G 881) (the “2056 Notes”) and 6.75% Notes due 2057 (CUSIP Number 74913G 873) (the “2057 Notes” and, together with the 2056 Notes, the “Old Qwest Notes”) issued by Qwest for 6.500% Notes due 2056 (the “New 2056 Notes”) and 6.750% Notes due 2057 (the “New 2057 Notes” and, together with the New 2056 Notes, the “New Qwest Notes”) to be issued by Qwest, respectively, and to be fully and unconditionally guaranteed on an unsecured basis by Lumen, in each case upon the terms and subject to the conditions set forth in the Prospectus (as defined below). In connection with the Exchange Offers, Qwest and Lumen are also soliciting consents to amend the Old Qwest Indentures (as defined in the Prospectus) (the “Consent Solicitations”).

The early participation date and the withdrawal deadline for the Exchange Offers and Consent Solicitations have each been extended from 5 p.m. ET on May 8, 2026 to 5 p.m. ET on May 15, 2026 (such date and time, as each may be further extended or earlier terminated by Lumen or Qwest, the “Early Participation Date” and the “Withdrawal Deadline,” respectively). Except for the extension of the Early Participation Date and the Withdrawal Deadline, all other terms of the Exchange Offers and the Consent Solicitations remain unchanged.

Each of the Exchange Offers will expire immediately following 5 p.m. ET on May 26, 2026, as it may be extended as described in the Prospectus (the “Expiration Date”).

A Registration Statement on Form S-4, including a prospectus and consent solicitation statement forming a part thereof (the “Prospectus”), which is subject to change, relating to the issuance of the New Qwest Notes has been filed with the SEC (the “Registration Statement”). If and when issued, the New Qwest Notes will be registered under the Securities Act of 1933, as amended.

Copies of the Prospectus pursuant to which the Exchange Offers and Consent Solicitations are being made may be obtained from D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offers and Consent Solicitations. Requests for documentation and questions regarding procedures for tendering the Old Qwest Notes 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 the dealer manager, 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.

The consummation of each Exchange Offer and Consent Solicitation is subject to, and conditioned upon, the satisfaction or, where permitted, waiver of certain conditions, including, among other things, (i) the Registration Statement having been declared effective by the SEC and not being subject to a stop order by the SEC and (ii) the absence of any actual or threatened legal impediment to the acceptance for exchange of, or exchange of, the Old Qwest Notes.

The Exchange Offers and Consent Solicitations are being made only by and pursuant to the terms and subject to the conditions set forth in the Prospectus, which forms a part of the Registration Statement, and the information in this press release is qualified by reference to such Prospectus and the Registration Statement.

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 solicitation of offers to exchange the Old Qwest Notes for New Qwest Notes is only being made pursuant to the terms of the Exchange Offers. Qwest is not making an offer of New Qwest Notes in any jurisdiction where the Exchange Offers are not permitted, and this press release does not constitute an offer to participate in the Exchange Offers to any person in any jurisdiction where it is unlawful to make such an offer or solicitations.

Holders of the Old Qwest Notes are urged to carefully read the Prospectus before making any decision with respect to the Exchange Offers and Consent Solicitations. None of Lumen, Qwest, the dealer managers, the trustee with respect to any series of Old Qwest Notes, the trustee with respect to any series of New Qwest Notes, the information agent and exchange agent for the Exchange Offers or any affiliate of any of them makes any recommendation as to whether holders of the Old Qwest Notes should exchange their Old Qwest Notes for New Qwest Notes in the Exchange Offers or deliver consents to the Proposed Amendments (as defined in the Prospectus), and no one has been authorized by any of them to make such a recommendation.

Holders of the Old Qwest Notes must make their own decision as to whether to tender Old Qwest Notes and, if so, the principal amount of Old Qwest Notes to tender.

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 Registration Statement 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) announce in this 8-K filing?

Lumen and Qwest extended key deadlines for their exchange offers for Qwest’s long-dated notes. The change affects when holders can receive early participation benefits and withdraw tenders, while other offer terms remain unchanged per the related prospectus.

Which Qwest notes are included in Lumen’s exchange offers?

The offers cover Qwest’s 6.5% Notes due 2056 and 6.75% Notes due 2057. Holders can exchange these Old Qwest Notes for new Qwest notes with the same coupons and maturities, which will be fully and unconditionally guaranteed by Lumen.

What new deadlines apply to Lumen (LUMN) Qwest note exchange offers?

The early participation date and withdrawal deadline moved from 5 p.m. ET May 8, 2026 to 5 p.m. ET May 15, 2026. The overall exchange offers now expire immediately after 5 p.m. ET on May 26, 2026, subject to possible extensions described in the prospectus.

What conditions must be met for the Lumen and Qwest exchange offers to close?

Each exchange offer and consent solicitation depends on conditions outlined in the prospectus, including SEC effectiveness of the Form S-4 registration statement and no actual or threatened legal impediments to exchanging the Old Qwest Notes for the new notes.

How can holders of Qwest notes get documents for the Lumen exchange offers?

Holders can access the prospectus via the SEC’s website or request it from D.F. King & Co., Inc., the information and exchange agent. The press release provides toll-free and bank/broker contact numbers for documentation requests and tender procedure questions.

Does Lumen (LUMN) recommend that holders tender in the Qwest exchange offers?

No. Lumen, Qwest, the dealer manager, the trustees, and the information and exchange agent explicitly state they make no recommendation. Holders of the Old Qwest Notes must independently decide whether, and in what amount, to tender and deliver consents.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 13.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 53.5 KB