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Lumen (NYSE: LUMN) prices 7.5% 2037 notes and $750M debt tender

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lumen Technologies is refinancing part of its debt by having subsidiary Level 3 Financing agree to sell $1 billion of 7.500% Senior Notes due February 15, 2037 in a private offering to institutional and non‑U.S. investors.

Level 3 Financing, Lumen and Qwest Capital Funding are concurrently running cash tender offers to buy back multiple series of their existing unsecured and second‑lien notes for up to $750 million in aggregate purchase price, excluding accrued interest. A portion of the new notes’ net proceeds will fund these tenders and related fees, with any remainder earmarked for general corporate purposes.

Positive

  • None.

Negative

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Insights

Lumen is refinancing with $1B of 7.5% 2037 notes and a $750M targeted debt tender.

Lumen, via Level 3 Financing, is issuing $1 billion of 7.500% Senior Notes maturing on February 15, 2037. Concurrently, Lumen, Level 3 and QCF have launched cash tender offers to repurchase various unsecured and former secured notes up to an aggregate purchase price of $750 million.

The transactions shift the debt stack toward longer‑dated 2037 paper at a fixed 7.500% coupon while potentially reducing nearer‑maturity obligations. Actual balance‑sheet impact depends on how much of each series holders tender before the May 19, 2026 early deadline and the June 4, 2026 expiration.

The notes are offered privately under Rule 144A and Regulation S with guarantees from Level 3 Parent and certain subsidiaries, which helps support investor appetite. Subsequent company filings describing final tender uptake and remaining outstanding amounts will clarify any net debt reduction or change in interest expense.

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.
New notes offering size $1,000,000,000 Aggregate principal amount of 7.500% Senior Notes due 2037
New notes coupon 7.500% Interest rate on Senior Notes due 2037
New notes maturity February 15, 2037 Stated maturity date of 7.500% Senior Notes
Tender cap $750,000,000 Aggregate Purchase Price cap for Existing Group Tender Notes, excluding accrued interest
4.250% 2028 notes outstanding $178,096,000 Aggregate principal amount outstanding of Level 3 4.250% Senior Notes due 2028
4.250% 2028 total consideration $993.75 per $1,000 Total Consideration for Level 3 4.250% Senior Notes due 2028, including Early Tender Premium
Early Tender Deadline 5 p.m. ET May 19, 2026 Cutoff to receive Total Consideration in tender offers
Tender expiration 5 p.m. ET June 4, 2026 Scheduled expiration time of tender offers, unless extended or terminated
cash tender offers financial
"commence concurrent cash tender offers to purchase the outstanding notes described below"
A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.
Aggregate Purchase Price financial
"up to an aggregate purchase price, excluding accrued and unpaid interest, of $750 million"
The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.
Early Tender Premium financial
"Total Consideration, which includes the applicable Early Tender Premium, as set forth in the table below"
An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.
Total Consideration financial
"eligible to receive the applicable Total Consideration, which includes the applicable Early Tender Premium"
Total consideration is the full amount of value exchanged in a transaction, including all payments, assets, or benefits involved. It represents what is given up or received in a deal, much like the total price paid when buying a house, covering both the purchase price and any additional costs or benefits. For investors, understanding total consideration helps assess the true scale and value of a transaction.
Rule 144A regulatory
"offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"and to non-U.S. persons outside the United States in accordance with Regulation S promulgated under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
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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): May 6, 2026

 

 

 

LOGO

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)

 

 

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 6, 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 $1 billion aggregate principal amount of its Senior Notes due 2037 (the “Notes”) in a proposed private offering that would not be registered under the Securities Act of 1933, as amended (the “Securities Act”). Concurrently with the commencement of the offering, Level 3 Financing, Lumen, Qwest Capital Funding, Inc. (“QCF”, together with Level 3 Financing and Lumen, each an “Offeror”, and collectively, the “Offerors”) commenced cash tender offers (each, a “Tender Offer”) to purchase the outstanding notes described below, pursuant to, and on the terms and subject to the conditions set forth in, an Offer to Purchase, dated May 6, 2026 (the “Offer to Purchase”). The notes offered to be purchased in the Tender Offers, listed in the order of priority, are (i) Level 3 Financing’s outstanding 4.250% Senior Notes due 2028, 3.625% Senior Notes due 2029, 3.750% Sustainability-Linked Senior Notes due 2029, 3.875% Senior Secured Notes due 2029 (formerly secured), 4.875% Second Lien Notes due 2029 (formerly secured), 4.500% Second Lien Notes due 2030 (formerly secured), 3.875% Second Lien Notes due 2030 (formerly secured), and 4.000% Second Lien Notes due 2031 (formerly secured) (collectively, the “Level 3 Notes”), (ii) Lumen’s outstanding 6.875% Debentures, Series G due 2028, 4.500% Senior Notes due 2029, and 5.375% Senior Notes due 2029 (collectively, the “Lumen Notes”), and (iii) QCF’s outstanding 6.875% Notes due 2028 (the “QCF Notes”, and together with the Level 3 Notes and the Lumen Notes, the “Existing Group Tender Notes”) up to an aggregate purchase price, excluding accrued and unpaid interest, of $750 million (the “Aggregate Purchase Price”). Level 3 Financing, Lumen, and QCF may, but are under no obligation to, increase the Aggregate Purchase Price (including based on the proceeds Level 3 Financing receives from the sale of the 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. The offering is expected to be completed on May 21, 2026, subject to the satisfaction or waiver of customary closing conditions.

On May 6, 2026, Lumen issued a subsequent press release announcing the pricing of $1 billion of the Notes in a private offering that would not be registered under the Securities Act. Level 3 Financing intends to use a portion of the net proceeds from this offering to fund the purchase of the Existing Group Tender Notes pursuant to the Tender Offers by the respective issuer of such Existing Group Tender Notes and to pay related fees and expenses. To the extent not applied to purchase the Existing Group Tender Notes in the Tender Offers or to pay related fees and expenses, Level 3 Financing intends to use the net proceeds from this offering 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.

This 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. This Current Report on Form 8-K does not constitute an offer to buy or the solicitation of an offer to sell any Existing Group Tender Notes, nor will there be any purchase of Existing Group Tender 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 May 6, 2026, relating to the proposed private offering of its Senior Notes due 2037 and concurrent tender offers.
99.2    Press Release dated May 6, 2026, relating to the pricing of its 7.500% Senior Notes due 2037.
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. has duly caused this Current Report to be signed on its behalf by the undersigned officer hereunto duly authorized.

 

LUMEN TECHNOLOGIES, INC.
By:  

/s/ Chris Stansbury

  Chris Stansbury
  President and Chief Financial Officer

Dated: May 6, 2026

Exhibit 99.1

 

NEWS RELEASE

   LOGO

Lumen Technologies, Inc. Announces Offering of Senior Notes Due 2037 and Concurrent Tender Offers

DENVER, May 6, 2026 Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) (NYSE: LUMN) today announced that its wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), plans to offer $1 billion aggregate principal amount of its Senior Notes due 2037 (the “Notes”) and together with Lumen and Qwest Capital Funding, Inc. (“QCF,” together with Level 3 Financing and Lumen, each an “Offeror”, and collectively, the “Offerors”), Lumen’s indirect and wholly-owned subsidiary, commence concurrent cash tender offers to purchase the outstanding notes described below (the “Tender Offers” and each, a “Tender Offer”).

Level 3 Financing intends to use a portion of the net proceeds from this offering to fund the purchase of the Existing Group Tender Notes (as defined below) by the respective issuer of such Existing Group Tender Notes pursuant to concurrent Tender Offers and to pay related fees and expenses. To the extent not applied to purchase the Existing Group Tender Notes in the Tender Offers and pay related fees and expenses, Level 3 Financing intends to use the net proceeds from this offering for general corporate purposes.

The Existing Group Tender Notes to be purchased in the Tender Offers, listed in the order of priority, are (i) Level 3 Financing’s outstanding 4.250% Senior Notes due 2028, 3.625% Senior Notes due 2029, 3.750% Sustainability-Linked Senior Notes due 2029, 3.875% Senior Secured Notes due 2029 (formerly secured), 4.875% Second Lien Notes due 2029 (formerly secured), 4.500% Second Lien Notes due 2030 (formerly secured), 3.875% Second Lien Notes due 2030 (formerly secured), and 4.000% Second Lien Notes due 2031 (formerly secured) (collectively, the “Level 3 Notes”), (ii) Lumen’s 6.875%, Debentures, Series G due 2028, 4.500% Senior Notes due 2029, and 5.375% Senior Notes due 2029 (collectively, the “Lumen Notes”), and (iii) QCF’s 6.875% Notes due 2028 (the “QCF Notes”, and together with the Level 3 Notes and the Lumen Notes, the “Existing Group Tender Notes”) up to an aggregate purchase price, excluding accrued and unpaid interest (“Accrued Interest”), of $750 million (the “Aggregate Purchase Price”). Level 3 Financing, Lumen, and QCF may, but is under no obligation to, increase the Aggregate Purchase Price (including based on the proceeds Level 3 Financing receives from the sale of the Notes).

The terms and conditions of the Tender Offers are described in a separate Offer to Purchase dated May 6, 2026 (the “Statement”). The Tender Offers will expire at 5 p.m. ET on June 4, 2026 (the “Expiration Date”), unless extended, earlier expired or terminated. Holders of the Existing Group Tender Notes must validly tender and not validly withdraw their Existing Group Tender Notes at or prior to 5 p.m. ET on May 19, 2026 (the “Early Tender Deadline”) in order to be eligible to receive the applicable Total Consideration, which includes the applicable Early Tender Premium, as set forth in the table below. Holders who validly tender their Existing Group Tender Notes after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the applicable tender consideration.


The following table provides information with respect to the Existing Group Tender Notes to be purchased:

 

Issuer and Offeror

 

Series of Notes

 

CUSIP Numbers(1)

  Aggregate
Principal Amount
Outstanding
    Acceptance
Priority
Level
  Tender
Consideration(2)
    Early
Tender
Premium
    Total
Consideration
(2)(3)
 

Level 3 Financing, Inc.

  4.250% Senior Notes
due 2028
  527298 BR3/ U52783 AW4   $ 178,096,000     1   $ 963.75     $ 30.00     $ 993.75  

Level 3 Financing, Inc.

  3.625% Senior Notes
due 2029
  527298 BS1/ U52783 AX2   $ 300,314,000     2   $ 947.50     $ 30.00     $ 977.50  

Level 3 Financing, Inc.

  3.750% Sustainability-Linked Senior Notes
due 2029
  527298 BT9/ U52783 AY0   $ 361,276,000     3   $ 942.50     $ 30.00     $ 972.50  

Level 3 Financing, Inc.

  3.875% Senior Secured Notes due 2029
(formerly secured)
  527298BQ5/ U52783AV6   $ 53,883,000     4   $ 935.00     $ 30.00     $ 965.00  

Level 3 Financing, Inc.

  4.875% Second Lien Notes due 2029
(formerly secured)
  527298CB7/ U52783BE3/ 527298CC5   $ 9,706,000     5   $ 975.00     $ 30.00     $ 1,005.00  

Level 3 Financing, Inc.

  4.500% Second Lien Notes due 2030
(formerly secured)
  527298CD3/ U52783BF0/ 527298CE1   $ 1,618,300     6   $ 930.00     $ 30.00     $ 960.00  

Level 3 Financing, Inc.

  3.875% Second Lien Notes due 2030
(formerly secured)
  527298CF8/ U52783BG8/ 527298CG6   $ 20,048,400     7   $ 897.50     $ 30.00     $ 927.50  

Level 3 Financing, Inc.

  4.000% Second Lien Notes due 2031
(formerly secured)
  527298CH4/ U52783BH6/ 527298CJ0   $ 20,385,000     8   $ 887.50     $ 30.00     $ 917.50  

Lumen Technologies, Inc.

  6.875% Debentures, Series G, due 2028   156686AM9   $ 130,730,000     9   $ 995.00     $ 30.00     $ 1,025.00  

Lumen Technologies, Inc.

  4.500% Senior Notes
due 2029
  156700 BD7/ U1566P AD7   $ 299,629,000     10   $ 950.00     $ 30.00     $ 980.00  

Lumen Technologies, Inc.

  5.375% Senior Notes
due 2029
  550241AA1/ U54985AA1   $ 231,544,000     11   $ 960.00     $ 30.00     $ 990.00  

Qwest Capital Funding, Inc.

  6.875% Notes due 2028   912912AQ5   $ 49,582,000     12   $ 975.00     $ 30.00     $ 1,005.00  

 

(1)

No representation is made as to the correctness or accuracy of the CUSIP numbers listed above or printed on the Existing Group Tender Notes. They are provided solely for the convenience of holders of the Existing Group Tender Notes.

(2)

Per $1,000 principal amount of Existing Group Tender Notes validly tendered (and not validly withdrawn) and accepted for purchase by the applicable Offeror. Excludes Accrued Interest, which will be paid on Existing Group Tender Notes accepted for purchase by the applicable Offeror as described in the Statement.

(3)

Includes the Early Tender Premium for Notes validly tendered at or prior to the Early Tender Deadline (and not validly withdrawn) and accepted for purchase by the applicable Offeror.

The Offerors have retained Wells Fargo Securities, LLC, to act as Lead Dealer Manager and Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC to act as Dealer Managers, and Citizens JMP Securities, LLC, RBC Capital Markets, LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc. to act as Co-Dealer Managers (the “Dealer Managers”) and D.F. King & Co., Inc. to act as the information agent and the tender agent (in such capacity, the “Tender and Information Agent”) in connection with the Tender Offers. Requests for assistance or copies of the Statement or any other documents related to the Tender Offers may be directed to the Information and Tender Agent at the contact details set forth below. Questions in relation to the Tender Offers may be directed to the Dealer Managers and Tender and Information Agent at the addresses and telephone numbers set forth below.


The Lead Dealer Manager

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

Attention: Liability Management Group

Collect: (866) 309-6316

Toll-Free: (704) 410-4235

The Tender and Information Agent

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, New York 10005

Attn: Michael Horthman

Banks and Brokers Call: (212) 257-2075

All Others Call Toll Free: (800) 755-3105

Email: lumen@dfking.com

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A promulgated under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S promulgated under the Securities Act. The Notes will not have registration rights.

This press release 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. This press release does not constitute an offer to buy or the solicitation of an offer to sell any Existing Group Tender Notes, nor will there be any purchase of Existing Group Tender Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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. Level 3 Financing, Inc. and Qwest Capital Funding, Inc. are wholly owned affiliates of Lumen Technologies, Inc.

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 Statement to be satisfied or waived; the possibility that potential debt investors will not be receptive to the offering 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 Level 3 Financing’s credit ratings; changes in the cash requirements, financial position, financing plans or investment plans of Level 3 Financing or its affiliates; changes


in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Level 3 Financing, Lumen, QCF 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 Level 3 Parent, LLC 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

Exhibit 99.2

 

LOGO    LOGO

Lumen Technologies, Inc. Announces Pricing of its 7.500% Senior Notes Due 2037

DENVER, May 6, 2026 Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) (NYSE: LUMN) today announced that its wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), has agreed to sell $1 billion aggregate principal amount of its 7.500% Senior Notes due 2037 (the “Notes”).

The Notes were priced to investors at a price of 100.000% of their aggregate principal amount and will mature on February 15, 2037. Upon issuance, the Notes will be fully and unconditionally guaranteed, jointly and severally, on an unsubordinated and unsecured basis by Level 3 Parent, LLC, the direct parent of Level 3 Financing, and certain unregulated subsidiaries of Level 3 Financing.

Level 3 Financing intends to use a portion of the net proceeds from this offering to fund the purchase of its, Lumen’s and Qwest Capital Funding’s (“QCF”) unsecured notes (collectively, the “Existing Group Tender Notes”) pursuant to a concurrent cash tender offer by Level 3 Financing, Lumen, and QCF to purchase their respective series of Existing Group Tender Notes pursuant to and on the terms and subject to the conditions set forth in an offer to purchase dated May 6, 2026 (the “Statement”) and to pay related fees and expenses. To the extent not applied to purchase the Existing Group Tender Notes in the Tender Offers and to pay related fees and expenses, Level 3 Financing intends to use the net proceeds for general corporate purposes. The offering of the Notes is expected to be completed on May 21, 2026, subject to the satisfaction or waiver of customary closing conditions.

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A promulgated under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S promulgated under the Securities Act. The Notes will not have registration rights.

This press release 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. This press release does not constitute an offer to buy or the solicitation of an offer to sell any Existing Group Tender Notes, nor will there be any purchase of Existing Group Tender Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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. Level 3 Financing, Inc. and Qwest Capital Funding, Inc. are wholly owned affiliates of Lumen Technologies, Inc.

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 to satisfy or waive the conditions to consummation of the Notes offering or the conditions set forth in the Statement; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in Level 3 Financing’s credit ratings; changes in the cash requirements, financial position, financing plans or investment plans of Level 3 Financing or its affiliates; changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Level 3 Financing, Lumen, or QCF 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 Level 3 Parent, LLC 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    Jim Breen, CFA
Anita.Gomes@lumen.com    Investor.Relations@lumen.com
+1 858-229-8538    +1 603-404-7003

 

2

FAQ

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

Lumen announced that Level 3 Financing will issue $1 billion of 7.500% Senior Notes due 2037 and, together with Lumen and QCF, launched cash tender offers to buy back multiple existing note issues for up to $750 million in aggregate purchase price, excluding accrued interest.

What are the key terms of Lumen’s new 7.500% Senior Notes due 2037?

The new notes have a 7.500% coupon, were priced at 100.000% of their $1 billion aggregate principal amount and will mature on February 15, 2037. They will be unsubordinated, unsecured and fully and unconditionally guaranteed by Level 3 Parent and certain unregulated subsidiaries.

How will Lumen use the $1 billion in proceeds from the new notes?

Level 3 Financing intends to use a portion of the $1 billion net proceeds to fund purchases of Existing Group Tender Notes in the concurrent tender offers and to pay related fees and expenses. Any remaining proceeds are earmarked for general corporate purposes.

What is the size and scope of Lumen’s concurrent debt tender offers?

Lumen, Level 3 Financing and QCF launched cash tender offers to repurchase several series of Level 3, Lumen and QCF notes, targeting an Aggregate Purchase Price of $750 million, excluding accrued interest. The offers cover 2028–2031 maturities across unsecured, former senior secured and former second‑lien notes.

What are the key dates for Lumen’s tender offers on its outstanding notes?

The tender offers are scheduled to expire at 5 p.m. ET on June 4, 2026, unless extended or terminated. Holders must validly tender by the Early Tender Deadline of 5 p.m. ET on May 19, 2026 to receive the higher Total Consideration, including the Early Tender Premium.

Who can buy Lumen’s new 7.500% Senior Notes due 2037?

The notes will be sold in a private offering and will not be registered under the Securities Act. They are being offered only to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S. The notes will not have registration rights.

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