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BCS

Current Report · Items 8.01, 9.01 · 8-K

Lumen Technologies, Inc.

Other Events

Item 8.01 Other Events. On May 6, 2026, Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) issued a press release announcing that its indirect wholly-owned subsidiary, Level 3 Financing, Inc.…

Filed May 7, 2026Accepted May 6, 2026, 6:38 PM EDTCIK 18926Accession 0001193125-26-209615
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Company context

Lumen is unleashing the world’s digital potential. We ignite business growth by connecting people, data, and applications - quickly, securely, and effortlessly. As the trusted network for AI, Lumen uses the scale of our network to help companies realize AI’s full potential. From metro connectivity to long-haul data transport to our edge cloud, security, managed service, and digital platform capabilities, we meet our customers’ needs today and as they build for tomorrow.

Current securities

Historical securities (1)

Recent company filings

  1. CERT filingOct 5, 2026
  2. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Regulation FD DisclosureSep 25, 2026
  3. 10-Q filingAug 4, 2026
  4. Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureAug 4, 2026
  5. CERT filingJun 12, 2026

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. On May 6, 2026, Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) issued a press release announcing that its indirect wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), planned to offer $1 billion aggregate principal amount of its Senior Notes due 2037 (the “Notes”) in a proposed private offering that would not be registered under the Securities Act of 1933, as amended (the “Securities Act”). Concurrently with the commencement of the offering, Level 3 Financing, Lumen, Qwest Capital Funding, Inc. (“QCF”, together with Level 3 Financing and Lumen, each an “Offeror”, and collectively, the “Offerors”) commenced cash tender offers (each, a “Tender Offer”) to purchase the outstanding notes described below, pursuant to, and on the terms and subject to the conditions set forth in, an Offer to Purchase, dated May 6, 2026 (the “Offer to Purchase”). The notes offered to be purchased in the Tender Offers, listed in the order of priority, are (i) Level 3 Financing’s outstanding 4.250% Senior Notes due 2028, 3.625% Senior Notes due 2029, 3.750% Sustainability-Linked Senior Notes due 2029, 3.875% Senior Secured Notes due 2029 (formerly secured), 4.875% Second Lien Notes due 2029 (formerly secured), 4.500% Second Lien Notes due 2030 (formerly secured), 3.875% Second Lien Notes due 2030 (formerly secured), and 4.000% Second Lien Notes due 2031 (formerly secured) (collectively, the “Level 3 Notes”), (ii) Lumen’s outstanding 6.875% Debentures, Series G due 2028, 4.500% Senior Notes due 2029, and 5.375% Senior Notes due 2029 (collectively, the “Lumen Notes”), and (iii) QCF’s outstanding 6.875% Notes due 2028 (the “QCF Notes”, and together with the Level 3 Notes and the Lumen Notes, the “Existing Group Tender Notes”) up to an aggregate purchase price, excluding accrued and unpaid interest, of $750 million (the “Aggregate Purchase Price”). Level 3 Financing, Lumen, and QCF may, but are under no obligation to, increase the Aggregate Purchase Price (including based on the proceeds Level 3 Financing receives from the sale of the Notes). That press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full. The offering is expected to be completed on May 21, 2026, subject to the satisfaction or waiver of customary closing conditions. On May 6, 2026, Lumen issued a subsequent press release announcing the pricing of $1 billion of the Notes in a private offering that would not be registered under the Securities Act. Level 3 Financing intends to use a portion of the net proceeds from this offering to fund the purchase of the Existing Group Tender Notes pursuant to the Tender Offers by the respective issuer of such Existing Group Tender Notes and to pay related fees and expenses. To the extent not applied to purchase the Existing Group Tender Notes in the Tender Offers or to pay related fees and expenses, Level 3 Financing intends to use the net proceeds from this offering for general corporate purposes. That press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference as if set forth in full. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, nor will there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This Current Report on Form 8-K does not constitute an offer to buy or the solicitation of an offer to sell any Existing Group Tender Notes, nor will there be any purchase of Existing Group Tender Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Forward-Looking Statements Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as “will,” “should,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements for several reasons, including those discussed in Exhibits 99.1 and 99.2. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
Filed exhibits (2)
EX-99.1 (by filename) d12036dex991.htm

EX-99.1 2 d12036dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 NEWS RELEASE Lumen Technologies, Inc. Announces Offering of Senior Notes Due 2037 and Concurrent Tender Offers DENVER, May 6, 2026 - Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) (NYSE: LUMN) today announced that its wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), plans to offer $1 billion aggregate principal amount of its Senior Notes due 2037 (the “Notes”) and together with Lumen and Qwest Capital Funding, Inc. (“QCF,” together with Level 3 Financing and Lumen, each an “Offeror”, and collectively, the “Offerors”), Lumen’s indirect and wholly-owned subsidiary, commence concurrent cash tender offers to purchase the outstanding notes described below (the “Tender Offers” and each, a “Tender Offer”). Level 3 Financing intends to use a portion of the net proceeds from this offering to fund the purchase of the Existing Group Tender Notes (as defined below) by the respective issuer of such Existing Group Tender Notes pursuant to concurrent Tender Offers and to pay related fees and expenses. To the extent not applied to purchase the Existing Group Tender Notes in the Tender Offers and pay …

Open exhibit ↗
EX-99.2 (by filename) d12036dex992.htm

EX-99.2 3 d12036dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Lumen Technologies, Inc. Announces Pricing of its 7.500% Senior Notes Due 2037 DENVER, May 6, 2026 - Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”) (NYSE: LUMN) today announced that its wholly-owned subsidiary, Level 3 Financing, Inc. (“Level 3 Financing”), has agreed to sell $1 billion aggregate principal amount of its 7.500% Senior Notes due 2037 (the “Notes”). The Notes were priced to investors at a price of 100.000% of their aggregate principal amount and will mature on February 15, 2037. Upon issuance, the Notes will be fully and unconditionally guaranteed, jointly and severally, on an unsubordinated and unsecured basis by Level 3 Parent, LLC, the direct parent of Level 3 Financing, and certain unregulated subsidiaries of Level 3 Financing. Level 3 Financing intends to use a portion of the net proceeds from this offering to fund the purchase of its, Lumen’s and Qwest Capital Funding’s (“QCF”) unsecured notes (collectively, the “Existing Group Tender Notes”) pursuant to a concurrent cash tender offer by Level 3 Financing, Lumen, and QCF to purchase their respective series of Existing Group Tender Notes pu…

Open exhibit ↗

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