Lumen CEO transfers 1,086,315 shares into irrevocable trust; no cash involved

Rhea-AI Filing Summary

Kathleen E. Johnson, President & CEO and Director of Lumen Technologies, transferred 1,086,315 shares of Lumen common stock on 08/14/2025 into an irrevocable trust for the benefit of her spouse and children. The transaction is reported as a gift (code G) with no cash consideration.

After the transfer, the filing shows 8,530,632 shares held directly by the reporting person and 3,364,677 shares indirectly held through a spousal trust. The reporting person disclaims ownership of the trust-held shares except to the extent of beneficial ownership.

Positive

• Transaction reported as a gift (code G), indicating shares were not sold for cash but moved for estate planning purposes
• Post-transaction holdings remain substantial: 8,530,632 shares held directly and 3,364,677 indirectly

Negative

• Direct holdings reduced by 1,086,315 shares due to transfer to the irrevocable trust

Insights

Corporate Governance Expert

TL;DR: Insider transferred shares to an irrevocable family trust, a common estate-planning move with limited immediate governance impact.

The transfer of 1,086,315 shares to an irrevocable trust for spouse and children is documented as a gift transaction (code G). This changes the reporting breakdown between direct and indirect ownership but does not indicate a sale or change in board role. For governance, the key factual effect is a reclassification of a portion of beneficial ownership into an indirect holding vehicle; the filer explicitly disclaims ownership of the trust-held shares except as beneficial owner to the extent stated.

Financial Analyst

TL;DR: Material number of shares moved into a trust, but no proceeds received and no immediate change to share count outstanding.

The Form 4 reports a transfer of 1,086,315 shares on 08/14/2025, recorded as a disposition from direct holdings and an acquisition into an indirect spousal trust. The filing shows direct holdings of 8,530,632 shares post-transaction and 3,364,677 shares indirectly held. Because the transaction was a gift with $0 price, there is no company cashflow or dilution; the change is a reallocation of insider ownership for estate planning purposes.

Insider Trade Summary

Net Seller: 2,172,630 shares

Net Sell 2 txns

Insider Johnson Kathleen E

Role President & CEO

Type	Security	Shares	Price	Value
Gift	Common Stock	1,086,315	$0.00	$0.00
Gift	Common Stock	1,086,315	$0.00	$0.00

Holdings After Transaction: Common Stock — 8,530,632 shares (Direct); Common Stock — 3,364,677 shares (Indirect, By Spousal Trust)

Footnotes (2)

1. F1. Represents the reporting person's transfer of 1,086,315 shares of the Issuer's common stock for estate planning purposes to an irrevocable trust for the benefit of her spouse and children.
2. F2. The reporting person disclaims ownership of the shares held in this trust, except to the extent of her beneficial ownership therein.

FAQ

What did Kathleen E. Johnson report on Form 4 for LUMN?

She reported transferring 1,086,315 shares of Lumen common stock into an irrevocable trust for the benefit of her spouse and children on 08/14/2025.

Was the transfer a sale or did it generate cash?

No. The filing lists the transaction price as $0 and uses transaction code G, indicating a gift.

How many shares does she hold after the transaction?

8,530,632 shares directly and 3,364,677 shares indirectly through a spousal trust, as reported on the Form 4.

Why does the filing say she disclaims ownership of the trust shares?

The filing states the reporting person disclaims ownership of the shares held in the irrevocable trust except to the extent of her beneficial ownership therein.

What is the filing date and who signed the Form 4?

The signature is by Kathryn Murray as Attorney-in-Fact for Kathleen Elizabeth Johnson, dated 08/15/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/15/2025 - 04:45 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Johnson Kathleen E

(Last) (First) (Middle)

100 CENTURYLINK DRIVE

(Street)

MONROE LA 71203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lumen Technologies, Inc. [ LUMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/14/2025		G		1,086,315(1)	D	$0	8,530,632	D
Common Stock	08/14/2025		G		1,086,315(1)	A	$0	3,364,677	I	By Spousal Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the reporting person's transfer of 1,086,315 shares of the Issuer's common stock for estate planning purposes to an irrevocable trust for the benefit of her spouse and children.

2. The reporting person disclaims ownership of the shares held in this trust, except to the extent of her beneficial ownership therein.

Remarks:

	/s/ Kathryn Murray, as Attorney-in-Fact for Kathleen Elizabeth Johnson	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.