[8-K] Lumen Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Lumen Technologies reported the resignation of its Chief Accounting Officer and Controller, Andrea Genschaw, effective September 23, 2025, as she will assume a Chief Financial Officer role at another public company. The departure is stated to be not the result of any disagreement with the company. The Board appointed Donald Holt as successor, effective the same date, consistent with the company’s long-term succession plan. Mr. Holt, age 49, currently serves as Vice President and Assistant Controller and has held several senior finance roles at Lumen and prior companies; he is a CPA. The Human Resources and Compensation Committee approved changes to Mr. Holt’s compensation, although specific terms are not provided in this filing.

Positive

• Orderly succession: Board appointed an internal successor effective the stated date, indicating planning and continuity
• Experienced successor: Donald Holt has progressive finance and SEC reporting experience and is a licensed CPA

Negative

• Key officer departure: The Chief Accounting Officer is leaving to become CFO at another public company, which could cause transition risk
• Compensation details omitted: The filing states the committee approved compensation changes for Mr. Holt but does not disclose the terms

Insights

Financial Analyst

TL;DR: Internal succession limits disruption; new CAO has multi-year accounting and SEC reporting experience and is an internal promote.

Donald Holt’s appointment from Vice President and Assistant Controller to Chief Accounting Officer and Controller is a continuity-oriented move that leverages his progressive accounting and SEC reporting experience within the company and prior employers. The filing emphasizes an orderly transition and that the outgoing officer’s departure is not due to any disagreement, which reduces immediate governance or control concerns. The reference to committee-approved compensation changes signals a formalization of the role but the absence of disclosed terms limits assessment of near-term cash or equity dilution.

Corporate Governance Expert

TL;DR: Succession executed per plan; internal promotion supports governance stability but disclosure omits compensation specifics.

The Board’s use of an internal candidate aligns with good succession planning practices and helps preserve institutional knowledge in accounting controls and reporting. Noting the departure is not due to disagreement is standard and reduces governance red flags. However, the filing’s lack of detail on the compensation adjustments approved by the Human Resources and Compensation Committee prevents full evaluation of alignment with shareholder interests and potential incentive structures.

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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):

September 9, 2025

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

(Registrant’s 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 principal executive offices)		(Zip Code)

(720) 888-1000

(Registrant’s 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

(Registrant’s 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 any 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		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
Qwest Corporation		6.5% Notes Due 2056		CTBB		New York Stock Exchange
Qwest Corporation		6.75% Notes Due 2057		CTDD		New York Stock Exchange

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

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2025, Andrea Genschaw submitted her resignation as Chief Accounting Officer and Controller of Lumen Technologies, Inc. (the “Company”), effective September 23, 2025 (the “Effective Date”), in order to assume a Chief Financial Officer position at another publicly-traded company. Ms. Genschaw’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Genschaw leaves the Company with a strong accounting organization in place and the Company thanks her for her many contributions.

On September 12, 2025, consistent with the Company’s long-term succession plan, the Company’s Board of Directors (the “Board”) appointed Donald Holt as the Company’s Chief Accounting Officer and Controller, effective on the Effective Date. Also on September 12, 2025, the Boards of Directors of Qwest Corporation and Level 3 Parent, LLC each appointed Mr. Holt as their respective Chief Accounting Officer and Controller, effective September 23, 2025.

Mr. Holt, age 49, has served as the Company’s Vice President and Assistant Controller since September 2023. He served in several other roles of increasing responsibility within the Company’s finance organization, including as Senior Director, Margin Accounting from June 2021 to September 2023 and as Senior Director, Accounting and Reporting from April 2016 to May 2021. Prior to that, he served as Assistant Controller at Intrepid Potash, a U.S. producer of potash, from January 2014 to March 2016, as Controller of Cummins Rocky Mountain LLC, an engine manufacturer, from August 2012 to December 2013, as Director of SEC Reporting at Qwest Communications International Inc. from November 2008 through and following its acquisition by the Company until July 2012 and as Director of Technical Accounting at Vail Resorts, Inc., a premier mountain resort company, from August 2004 to November 2008. Mr. Holt started his career as an Auditor at Deloitte. Mr. Holt received his B.S.B. in Accounting from the University of Minnesota and is an active CPA.

In connection with Mr. Holt’s appointment, the Board’s Human Resources and Compensation Committee has approved the following changes to Mr. Holt’s compensation:

• Mr. Holt’s salary will increase to $350,000, effective on the Effective Date.

• Mr. Holt’s target short-term incentive annual bonus target will increase to 70% of annual base salary, effective on the Effective Date.

• The target value for Mr. Holt’s long-term incentive award will be increased to $425,000 per year.

• Mr. Holt will receive a one-time long-term incentive cash award opportunity of $150,000, with such award to be paid out ratably on the first through third anniversaries of the Effective Date, subject to continued employment.

• Mr. Holt will receive a one-time restricted stock award comprised of that number of shares of restricted stock calculated by dividing $150,000 by the 15 trading day trailing volume weighted average price of the Company’s common stock ending on the trading date immediately preceding the Effective Date, which will vest in equal installments on each of the first through third anniversaries of the Effective Date, subject to continued employment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc., Level 3 Parent, LLC, and Qwest Corporation have duly caused this Current Report on Form 8-K to be signed on their behalf by the undersigned officer hereunto duly authorized.

				LUMEN TECHNOLOGIES, INC.
Dated: September 15, 2025				By:		/s/ Chris Stansbury
						Chris Stansbury
						Executive Vice President and Chief Financial Officer
				LEVEL 3 PARENT, LLC
Dated: September 15, 2025				By:		/s/ Chris Stansbury
						Chris Stansbury
						Executive Vice President and Chief Financial Officer
				QWEST CORPORATION
Dated: September 15, 2025				By:		/s/ Chris Stansbury
						Chris Stansbury
						Executive Vice President and Chief Financial Officer

FAQ

What happened to LUMN’s Chief Accounting Officer?

Andrea Genschaw resigned effective September 23, 2025 to assume a Chief Financial Officer role at another publicly-traded company.

Who will replace the Chief Accounting Officer at Lumen (LUMN)?

The Board appointed Donald Holt as Chief Accounting Officer and Controller, effective September 23, 2025.

When was the appointment of the new CAO announced?

The Board announced Mr. Holt’s appointment on September 12, 2025, with the resignation and effective date disclosed in the filing.

Does the filing indicate any disagreement with the departing officer?

No. The filing explicitly states Ms. Genschaw’s departure is not the result of any disagreement with the company on operations, policies, or practices.

Are the new CAO’s compensation terms disclosed?

The Human Resources and Compensation Committee approved changes to Mr. Holt’s compensation, but the filing does not provide specific terms.