Lumen Technologies, Inc. 8-K Filings

Lumen Technologies, Inc. reported second quarter 2026 results. Total revenue was $2.805 billion, down from $3.092 billion in the prior-year quarter. Net loss was $(201) million, or $(0.20) per diluted share, improving from $(915) million, or $(0.92) per share. Adjusted EBITDA excluding Special Items was $802 million, compared with $877 million, for a 28.6% margin.

Strategic business revenue rose to 53% of total business revenue, while total business revenue was $2.444 billion and Mass Markets revenue declined to $361 million. Net cash provided by operating activities increased to $971 million, and Free Cash Flow excluding Special Items turned positive at $327 million versus $(209) million a year earlier. Cash and cash equivalents were $1.876 billion and long-term debt $13.150 billion as of June 30, 2026.

The company closed the Alkira acquisition to enhance digital networking capabilities and reported more than 3,000 Network-as-a-Service customers with strong quarter-over-quarter usage growth. Lumen reiterated its full-year 2026 outlook, including Adjusted EBITDA excluding Special Items of $3.1–$3.3 billion and Free Cash Flow excluding Special Items of $1.9–$2.1 billion, and appointed John Hinshaw as an independent director.

Lumen Technologies and its subsidiary Qwest Corporation have completed an exchange of certain existing Qwest notes for new long-term debt. On June 11, 2026, Qwest issued $1,002,320,075 aggregate principal amount of new 6.500% Notes due 2051 and $381,528,000 aggregate principal amount of new 6.750% Notes due 2052, fully and unconditionally guaranteed on an unsecured basis by Lumen.

The 6.500% Notes due 2051 pay interest quarterly starting September 1, 2026 and the 6.750% Notes due 2052 pay interest quarterly starting September 15, 2026. The 2051 notes are available in $1 and $25 denominations, while the $25-denominated 2051 notes and the 2052 notes are expected to trade on the New York Stock Exchange under the symbols CTGG and CTHH. Qwest also entered into supplemental indentures for its 6.5% Notes due 2056 and 6.75% Notes due 2057 that eliminate substantially all restrictive covenants in those older indentures.

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.

Lumen Technologies reported results from its annual shareholder meeting, where investors approved an expansion of its 2024 equity incentive plan and several corporate charter changes. The equity plan now authorizes up to 88,600,000 shares of common stock for awards, an increase of 45,600,000 shares.

Shareholders also approved amendments to the Articles of Incorporation removing certain supermajority voting requirements and updating the definition of “Related Person,” while a separate proposal to remove a supermajority standard on director liability and indemnification did not pass. KPMG LLP was ratified as independent auditor for 2026, directors were re-elected, executive compensation received advisory approval, and a shareholder proposal on rights plan voting was not approved.

Lumen Technologies, Inc., through its subsidiary Level 3 Financing, Inc., is outlining the terms of new senior unsecured notes issued in a private offering. A portion of the net proceeds was used to buy back certain unsecured notes via concurrent tender offers and to pay related fees and expenses.

The notes bear interest from May 21, 2026, with payments due each February 15 and August 15, starting February 15, 2027. They rank equally with other unsubordinated debt of Level 3 Financing and are fully and unconditionally guaranteed on a senior unsecured basis by Level 3 Parent and certain material domestic subsidiaries, with additional guarantees expected after required regulatory approvals.

The notes feature optional redemption rights for Level 3 Financing, including an equity-funded redemption of up to 40% of principal before August 15, 2029, standard make-whole provisions before August 15, 2031, and scheduled call prices thereafter. If specified change of control events occur, holders can require Level 3 Financing to repurchase the notes at 101% of principal plus accrued interest. The indenture also includes customary events of default and restrictive covenants limiting additional indebtedness, liens, and certain corporate actions. The notes and guarantees were sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, without registration rights.

Lumen Technologies, together with its subsidiary Qwest Corporation, has entered a Support Agreement with certain noteholders and amended its previously announced exchange offers for long-dated Qwest notes. Supporting noteholders committed to tender approximately $456 million of Old Qwest Notes, including $296.5 million of 6.5% notes due 2056 and $159.5 million of 6.75% notes due 2057, by June 2, 2026. In return, they will receive new 6.500% notes due 2051 or 6.750% notes due 2052 on a par-for-par basis, fully and unconditionally guaranteed by Lumen. Qwest also eliminated the early tender date and extended the exchange expiration and withdrawal deadlines to 5 p.m. ET on June 9, 2026, with the offers and new notes subject to effectiveness of a post-effective amendment to the Form S-4 registration statement.

Lumen Technologies filed an 8-K to present updated unaudited pro forma financial information reflecting its completed sale of the Mass Markets fiber-to-the-home business in 11 states. The business was sold to an AT&T subsidiary for $5.75 billion in cash, reduced by about $30 million of adjustments and costs, resulting in roughly $5.72 billion of pre-tax proceeds.

Lumen used these proceeds and cash on hand to redeem several secured note issues and fully repay its superpriority term B credit facility. The pro forma statement of operations for the three months ended March 31, 2026 removes the divested unit and incorporates effects of new commercial and transition service agreements with AT&T, as well as related tax impacts. On this pro forma basis, Q1 2026 revenue is $2.84 billion and the net loss is $222 million.

Lumen Technologies reported early results of its cash tender offers to repurchase certain notes issued by Lumen, Level 3 Financing and Qwest Capital Funding. The offers target an aggregate purchase price of up to $750 million of outstanding debt securities.

By the Early Tender Deadline of May 19, 2026, holders had tendered approximately $1,411.4 million in aggregate principal amount of eligible notes, and about $765.9 million in principal amount was accepted for purchase, reaching the tender cap based on Total Consideration. The tender offers are scheduled to expire on June 4, 2026, with early settlement expected on May 21, 2026 and a final settlement currently expected on June 8, 2026.

Because tenders already exceed the Aggregate Maximum Tender Cap, the offerors do not expect to accept additional tenders. Accepted holders will receive the applicable Total Consideration plus accrued and unpaid interest in cash. The company emphasizes that no recommendation is being made to noteholders about whether to tender.

Lumen Technologies, Inc., through its subsidiary Level 3 Financing, Inc., amended its existing credit agreement on May 13, 2026 to refinance and reprice its secured term loan facilities. Immediately after these credit facilities transactions, Level 3 had $2,400 million of outstanding borrowings under a revised term loan facility.

The amended Term Loan Facility now bears interest at either a base rate plus a 1.75% margin or SOFR plus a 2.75% margin, with a SOFR floor of 0.00%, and matures on March 27, 2032. The loan is secured by a first priority lien on substantially all of Level 3’s and its guarantor subsidiaries’ assets and benefits from guarantees by those subsidiaries, along with an unsecured parent guarantee from Lumen that can be released at Lumen’s discretion. The amendment also allows a transition of the administrative agent role from Wilmington Trust to Bank of America and updates various covenants governing additional debt, asset sales, dividends, and affiliate transactions.

Lumen Technologies and its wholly owned subsidiary Qwest Corporation have extended key deadlines for their previously announced note exchange offers. Holders of Qwest’s 6.5% Notes due 2056 and 6.75% Notes due 2057 can now qualify for early participation and withdrawal rights until 5:00 p.m. ET on May 22, 2026. The exchange offers, which would swap these Old Qwest Notes for new Qwest notes with the same coupons and maturities guaranteed by Lumen, are scheduled to expire immediately after 5:00 p.m. ET on May 26, 2026. Closing is conditioned on the related Form S-4 registration statement becoming effective and the absence of legal impediments. A detailed press release is furnished as Exhibit 99.1.

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.

Lumen Technologies reported first‑quarter 2026 results and announced an agreement to acquire Alkira while updating its 2026 outlook. Revenue was $2.899 billion, down from $3.182 billion a year earlier, as Mass Markets declined but Business revenue fell more modestly. Strategic business revenue grew to $1.246 billion, 51% of business revenue, surpassing Legacy for the first time.

Net loss was $200 million, roughly flat year over year, while Adjusted EBITDA excluding Special Items was $849 million versus $929 million. Free cash flow excluding Special Items rose to $756 million from $354 million, helped by proceeds from the Mass Markets Fiber‑to‑the‑Home divestiture, which also reduced leverage below 4x and cut annual interest expense by about $300 million.

Lumen reaffirmed 2026 Adjusted EBITDA guidance of $3.1–$3.3 billion and raised its full‑year free cash flow outlook to $1.9–$2.1 billion, now including $729 million of divestiture proceeds. Management highlighted strong adoption of its Network‑as‑a‑Service offerings and expects the planned Alkira acquisition to enhance its programmable networking platform for AI‑driven enterprise workloads.

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.

Lumen Technologies, Inc. entered into new guarantee arrangements supporting certain debt of its subsidiary Level 3. On April 30, 2026, Lumen provided unconditional guarantees on a senior unsecured basis of Level 3’s obligations under its 6.875% first lien notes due 2033, 7.000% first lien notes due 2034, and its existing Credit Agreement facilities.

The guarantees were implemented through supplemental indentures and a Lumen Parent Guarantee Agreement. These Lumen Guarantees are intended to simplify reporting so Level 3 Parent, LLC will stop filing separate SEC reports, while Level 3 will satisfy its note and credit agreement reporting obligations by furnishing Lumen’s Exchange Act filings, including certain summary financial information for Level 3 Parent.

Lumen Technologies and its subsidiary Qwest Corporation have launched exchange offers and related consent solicitations for two long-dated Qwest note issues. Holders of the 6.5% Notes due 2056 (aggregate principal $977.5M) and 6.75% Notes due 2057 (aggregate principal $660M) can swap into new notes with the same coupons and maturities, fully and unconditionally guaranteed on an unsecured basis by Lumen.

Holders who tender by May 8, 2026 may receive early exchange consideration of $25 principal in new notes plus a cash Early Consent Fee of $0.0625 per $25 principal, while later tenders receive $24.25 principal only. The offers are scheduled to expire immediately after 5 p.m. ET on May 26, 2026, subject to conditions including effectiveness of a Form S-4 registration statement. Qwest and Lumen are also seeking majority “Requisite Consents” to amend the existing indentures, although obtaining these consents is not required to complete the exchanges.

As part of simplifying Qwest’s reporting obligations, Lumen intends to file a Form 25 on or about April 30, 2026 to voluntarily delist the Old Qwest Notes from the NYSE, with delisting expected to become effective on or about May 11, 2026.

Lumen Technologies, Inc. announced that Executive Vice President, Chief Legal Officer & Public Sector Mark Hacker plans to retire from the company as of May 15, 2026 to pursue a longstanding personal calling to vocational ministry. The company states his decision was personal and not due to any disagreement regarding operations, policies or practices.

Hacker will step down from his role as Executive Vice President, Chief Legal Officer & Public Sector on April 20, 2026. On that date, Jennifer Hodges, currently Senior Vice President for Corporate Governance, Securities, Transactions and Litigation, will become Executive Vice President, Chief Legal Officer, while Executive Vice President, Chief Revenue Officer Jeff Sharritts will take responsibility for public sector operations. Hacker will provide transition services through his retirement date to help ensure an orderly handover.

Lumen Technologies, Inc. entered into a new Revolving Credit Agreement providing a revolving credit facility with commitments of $825 million. The facility matures on April 14, 2029 and replaces the revolving commitments under Lumen’s March 22, 2024 superpriority revolver, which were reduced to zero and terminated.

Borrowings bear interest, at Lumen’s option, at Term SOFR plus 2.75% or a base rate plus 1.75%, with margins adjustable under a leverage-based pricing grid. Certain Lumen subsidiaries and Level 3 entities provide unconditional guarantees, some secured by liens on substantially all of their assets, and Qwest and its subsidiaries provide an unsecured guarantee of collection.

From the fiscal quarter ended June 30, 2026, Lumen must maintain a maximum total net leverage ratio of 5.25:1.00 and a minimum interest coverage ratio of 2.00:1.00. The agreement includes customary covenants and events of default, allowing lenders to accelerate outstanding loans upon default.

Lumen Technologies updated its unaudited pro forma financials to reflect the completed sale of its Mass Markets fiber-to-the-home business in 11 states and related debt repayment. The divestiture generated approximately $5.72 billion of pre-tax cash proceeds after about $30 million of closing adjustments and transaction costs. Lumen applied about $4.76 billion of these proceeds to voluntarily prepay various superpriority notes and term loans. On a pro forma basis for 2025, operating revenue would have been $11.68 billion and net loss about $1.94 billion, reflecting removal of the sold business and new commercial agreements with AT&T affiliates.

Lumen Technologies, Inc. reports upcoming leadership changes at the board and executive levels. On March 13, 2026, Board Chair T. Michael Glenn and Audit Committee Chair Hal Stanley Jones informed the board they will retire and not stand for re-election at Lumen’s 2026 Annual Meeting of Shareholders. The company states their decisions were not due to any disagreement with Lumen.

The board has elected General Kevin P. Chilton, a director since 2017, to become the next Chair of the Board, effective immediately following the 2026 Annual Meeting and contingent on his election as a director. On the same date, the board appointed Christopher D. Stansbury, age 60 and currently Executive Vice President and Chief Financial Officer, to serve as Lumen’s President. Kathleen Johnson will continue as Chief Executive Officer but will no longer hold the title of President as of March 13, 2026.

Lumen Technologies, Inc. filed an amended current report to add unaudited pro forma financial statements related to the completed sale of its Mass Markets fiber-to-the-home business in eleven states to subsidiaries of AT&T Inc. under a Purchase Agreement dated May 21, 2025.

The amendment supplies pro forma condensed consolidated financial information as Exhibit 99.2, including a balance sheet as of September 30, 2025 and statements of operations for the year ended December 31, 2024 and the interim period ended September 30, 2025, reflecting the divestiture. All other disclosures from the original February 2, 2026 report remain unchanged.

Lumen Technologies announced a leadership change in its sales organization. Ashley Haynes-Gaspar is leaving her role as Executive Vice President and Chief Revenue Officer, and Jeffery S. Sharritts has been appointed to that position effective February 4, 2026.

Haynes-Gaspar will provide transition services through March 6, 2026 to support an orderly handover. She will receive salary through her transition date, a short-term incentive bonus for fiscal year 2025 based on actual performance, benefits available under existing company plans including the Lumen Executive Severance Plan, and accelerated vesting of certain equity awards, in exchange for a release of claims and continued satisfactory service through the transition period.

Lumen Technologies, Inc. filed a current report describing the release of its operating results for the fourth quarter and full year ended December 31, 2025. The company issued an earnings press release and an accompanying slide presentation, furnished as Exhibits 99.1 and 99.2.

The slide presentation supports a teleconference on February 3, 2026 at 5:00 p.m. Eastern time and is also available on Lumen’s investor relations website. The company emphasizes that these materials are furnished, not filed, and includes forward-looking statements language referencing risk factors in its periodic SEC reports.

Lumen Technologies completed the previously announced sale of its Mass Markets fiber-to-the-home business in 11 states to Forged Fiber 37, LLC, an indirect wholly owned subsidiary of AT&T, for cash consideration of $5.75 billion, subject to working capital and other purchase price adjustments.

The company plans to apply approximately $4.8 billion of the proceeds and cash on hand to redeem several series of secured notes and repay outstanding Superpriority term loans and its Superpriority Revolving/Term Loan A Credit Agreement, fully satisfying and discharging its obligations under these debt instruments.

Lumen Technologies, Inc., through its subsidiary Level 3 Financing, Inc., completed an upsized offering of an additional $650 million of 8.500% Senior Notes due 2036, issued as part of the same series as its existing 8.500% Senior Notes due 2036. The notes are senior unsecured obligations of Level 3 Financing and are fully and unconditionally guaranteed on a senior unsecured basis by Level 3 Parent, LLC and certain domestic subsidiaries.

The net proceeds were used primarily to purchase Existing Second Lien Notes that remained after early settlement of cash tender offers, and to pay related interest, fees and expenses, with any remaining proceeds for fees, expenses and general corporate purposes. Lumen also reports supplemental indentures and amendments to its second lien note indentures, which eliminate substantially all restrictive covenants, remove certain events of default, and release collateral securing several series of Existing Second Lien Notes.

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

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

Lumen Technologies, through its subsidiary Level 3 Financing, is raising new long-term debt and restructuring existing obligations. Level 3 Financing planned an offering of Senior Notes due 2036 and has since priced $1.25 billion of these notes in a private transaction not registered under the Securities Act of 1933. At the same time, it launched cash tender offers to buy back its 4.000% Second Lien Notes due 2031, 3.875% Second Lien Notes due 2030, 4.500% Second Lien Notes due 2030, and 4.875% Second Lien Notes due 2029.

The aggregate purchase price cap for these Existing Second Lien Notes, excluding accrued interest, was increased from $1.0 billion to $1.5 billion. Level 3 Financing also raised the minimum gross proceeds required from one or more debt financings to $1.25 billion. It intends to use the net proceeds from the new notes, together with cash on hand or other liquidity if needed, to fund the tender offers and related fees and expenses, with any remaining funds available for general corporate purposes. The company is also soliciting consents to amend the existing indentures to remove most restrictive covenants, modify certain events of default, and release collateral securing the Existing Second Lien Notes.

Lumen Technologies, Inc. reported that David Ward, its Executive Vice President, Chief Technology and Product Officer, resigned to become President and Chief Architect at Salesforce, Inc. He will step down from his executive role on January 5, 2026 and continue as an employee to support transition activities through January 23, 2026.

On December 3, 2025, Lumen’s Board appointed director James Fowler to succeed Mr. Ward as Executive Vice President, Chief Technology and Product Officer, effective January 5, 2026. In connection with this management change, Mr. Fowler resigned from the Board on December 5, 2025 and will serve as an advisor to the company until his employment start date.

Mr. Fowler, age 54, brings senior technology leadership experience, having served as Executive Vice President and Chief Technology Officer of Nationwide Mutual Insurance Company since 2018 and previously holding group and business unit CIO roles at General Electric.

Lumen Technologies (LUMN) furnished its third‑quarter update. The company issued a press release announcing operating results for the third quarter and nine months ended September 30, 2025, furnished as Exhibit 99.1. An accompanying earnings presentation is furnished as Exhibit 99.2.

The company scheduled a teleconference at 5:00 p.m. Eastern time on October 30, 2025. The materials under Items 2.02 and 7.01 are furnished, not filed, and are not incorporated by reference unless expressly stated. The exhibits include forward‑looking statements subject to uncertainties as described in the company’s periodic reports.

Level 3 Parent, LLC filed an 8-K disclosing a Second Amendment to its Term Loan Facility dated September 29, 2025. The amendment permits voluntary prepayments or reductions of commitments, generally without premium or penalty, except for a 1.00% premium on certain repricing-related prepayments made within six months after the Amendment Date. It requires 100% prepayment of net cash proceeds from specified asset sales and certain debt issuances, subject to exceptions. The Term Loan is guaranteed by substantially all material, wholly-owned domestic subsidiaries and secured by a first-priority lien on substantially all current and fixed assets, subject to permitted exceptions. The facility includes customary negative covenants restricting mergers, additional indebtedness, liens, restricted payments, asset dispositions and affiliate transactions. The full amendment is filed as Exhibit 10.1.

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.