Lumen (NYSE: LUMN) CEO awarded stock as shares withheld for taxes

Rhea-AI Filing Summary

Lumen Technologies President & CEO Kathleen E. Johnson reported several stock transactions in company common shares. She received a grant of 2,156,680 restricted shares at no cost, consisting of 40% time-based and 60% performance-based awards.

To cover taxes on vesting, 1,715,571 shares were disposed of through share withholding at $7.11 per share. An additional 252,702 performance-based restricted shares or RSUs were disposed of to the issuer after some awards failed performance metrics and others exceeded targets. Following these transactions, she holds 8,750,989 shares directly and 3,364,677 shares indirectly through a spousal trust.

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

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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)
03/01/2026

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	03/01/2026		A(1)		2,156,680	A	$0	10,719,262	D
Common Stock	03/01/2026		F(2)		1,715,571	D	$7.11	9,003,691	D
Common Stock	03/01/2026		D(3)		252,702	D	$0	8,750,989	D
Common Stock								3,364,677	I	By Spousal Trust

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 a grant of restricted stock (40% time-based and 60% performance-based). The time-based portion will vest in three equal annual installments beginning on March 1, 2027. Vesting of the performance-based portion is dependent upon the extent to which two three-year performance metrics are achieved, with any earned shares vesting on March 1, 2029.

2. Shares withheld to cover the taxes due upon the vesting of equity awards.

3. Represents performance-based restricted shares or RSUs granted on May 18, 2023, which reflects the net amount after a portion were forfeited on March 1, 2026, for failing to achieve the three-year performance metrics and a portion were determined to exceed the applicable performance target.

Remarks:

	/s/ Meredith Hayes, as Attorney-in-Fact for Kathleen Elizabeth Johnson	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Lumen (LUMN) CEO Kathleen Johnson report on this Form 4?

Kathleen Johnson reported a large restricted stock grant, tax-related share withholding, and a disposition to the issuer. She received 2,156,680 restricted shares, had 1,715,571 shares withheld for taxes, and 252,702 performance-based shares or RSUs were disposed of back to Lumen.

How large was the restricted stock grant to Lumen (LUMN) CEO Kathleen Johnson?

She received a grant of 2,156,680 restricted shares of Lumen common stock. According to the filing, 40% of this award is time-based and 60% is performance-based, with vesting tied to multi-year service and performance conditions through March 1, 2029.

Why were 1,715,571 Lumen (LUMN) shares disposed of in Johnson’s Form 4?

The 1,715,571 shares were withheld to cover taxes due upon the vesting of equity awards. This tax-withholding disposition used shares valued at $7.11 each, allowing Kathleen Johnson to satisfy tax obligations without an open-market sale for cash.

What does the 252,702-share disposition to Lumen (LUMN) represent for Kathleen Johnson?

The 252,702-share disposition reflects performance-based restricted shares or RSUs granted on May 18, 2023. A portion was forfeited for not meeting three-year performance metrics, while another portion exceeded targets, with the net 252,702 shares ultimately disposed of back to the issuer.

What are the vesting terms of Kathleen Johnson’s new Lumen (LUMN) restricted stock grant?

The time-based 40% portion vests in three equal annual installments beginning March 1, 2027. The performance-based 60% depends on two three-year performance metrics, with any earned shares vesting on March 1, 2029, tying the award to long-term company results.

How many Lumen (LUMN) shares does Kathleen Johnson own after these transactions?

After the reported transactions, she directly owns 8,750,989 Lumen common shares. The filing also shows 3,364,677 shares held indirectly through a spousal trust, giving her a combination of direct and indirect beneficial ownership interests in Lumen stock.