Lumen Technologies, Inc. SEC Filings

Lumen Technologies, Inc. executive James Fowler reported a routine tax-related share disposition. On the vesting of his equity awards, 22,922 shares of Common Stock were withheld at $10.34 per share to cover taxes. After this withholding, Fowler directly holds 1,608,275 shares of Lumen common stock.

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 CEO Kathleen E. Johnson reported gifting shares of the company’s common stock. On May 7, 2026, she made bona fide gift transfers totaling 482,900 shares, including a transfer for estate planning purposes to an irrevocable trust for the benefit of her spouse and children.

Following these gifts, Johnson’s reported holdings remain substantial, with 8,509,539 shares held directly and 3,606,127 shares held indirectly through a spousal trust. The filing notes she disclaims ownership of the shares held in the irrevocable trust except to the extent of her beneficial ownership.

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 revenue of $2,899 million, down from $3,182 million a year earlier, reflecting the sale of its Mass Markets Fiber-to-the-Home business and ongoing legacy service declines. Despite an operating income jump to $602 million, driven by a $596 million gain on that divestiture, Lumen posted a net loss of $200 million, similar to the prior-year loss of $201 million, mainly due to higher income tax expense of $377 million and a $226 million loss on early debt retirement.

The company received pre-tax proceeds of $5.72 billion from selling its Fiber-to-the-Home operations in 11 states to AT&T and used $4.77 billion to repurchase superpriority loans and secured notes, cutting long-term debt from $17,353 million to $12,925 million. Cash and cash equivalents rose to $1,625 million, but Lumen still reported a stockholders’ deficit of $1,317 million. Adjusted EBITDA improved to $1,279 million from $830 million, helped by the gain on sale and lower network costs, while management now evaluates performance on a single consolidated segment focused on digital networking and strategic enterprise services.

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.