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BCS

Current Report · Items 8.01, 9.01 · 8-K

Lumen Technologies, Inc.

Other Events

Item 8.01 Other Events. As previously reported in the Current Report on Form 8-K filed by Lumen Technologies, Inc. (“Lumen” or the “Company”) on February 2, 2026 (the “Initial Form 8-K”), the Company and its subsidiaries completed the sale of Lumen’s Mass Markets fiber-to-the-home business in Arizona, Colorado, Florida, Idaho, Iowa, Minnesota, Nebraska, Nevada, Oregon, Utah and Washington (the “Bu…

Filed May 20, 2026Accepted May 20, 2026, 4:07 PM EDTCIK 18926Accession 0001193125-26-232567
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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. As previously reported in the Current Report on Form 8-K filed by Lumen Technologies, Inc. (“Lumen” or the “Company”) on February 2, 2026 (the “Initial Form 8-K”), the Company and its subsidiaries completed the sale of Lumen’s Mass Markets fiber-to-the-home business in Arizona, Colorado, Florida, Idaho, Iowa, Minnesota, Nebraska, Nevada, Oregon, Utah and Washington (the “Business”), for which the Company and its subsidiaries received cash consideration of $5.75 billion, which was reduced by approximately $30 million in closing adjustments and transaction costs, resulting in pre-tax cash proceeds of approximately $5.72 billion. The consideration is subject to further adjustments for working capital and other negotiated purchase price adjustments in the purchase agreement. The Company used the proceeds from the sale and cash on hand to (i) redeem all of the outstanding aggregate principal amount of each of its 10.000% secured notes due 2032, 4.125% superpriority senior secured notes due 2030 and 4.125% superpriority senior secured notes due 2029 and (ii) repay all of the outstanding amounts due under its superpriority term B credit agreement. On February 4, 2026, the Company amended the Initial Form 8-K to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) (the “Amended Form 8-K/A”) and further supplemented the Amended Form 8-K/A with updated pro forma financial information on April 16, 2026 (the “Updated 8-K”). In connection with the filing of a Registration Statement on Form S-4 by the Company on the date hereof, this Current Report on Form 8-K is being filed to provide updated unaudited pro forma financial information for the three months ended March 31, 2026 (the “Updated Pro Forma Financial Information”). The Updated Pro Forma Financial Information updates and supplements the unaudited pro forma condensed combined financial information of the Company and related disclosures contained in Exhibit 99.2 to the Amended Form 8-K/A and Exhibit 99.1 to the Updated 8-K. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Amended Form 8-K/A or the Updated 8-K, the information in this Current Report on Form 8-K shall supersede or supplement the information in the Amended Form 8-K/A and the Updated 8-K. The Updated Pro Forma Financial Information included in this current Report on Form 8-K has been presented for information purposes only, as required by Form S-4. It does not purport to represent the actual results or project future operating results of the Company following the sale of the Business.
Filed exhibits (1)
EX-99.1 (by filename) d46199dex991.htm

EX-99.1 2 d46199dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 LUMEN TECHNOLOGIES, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Introduction On May 21, 2025, Lumen Technologies, Inc. (“Lumen” or “the Company”) and certain of Lumen’s indirect wholly owned subsidiaries (collectively, the “Sellers”), entered into a definitive Purchase Agreement (the “Purchase Agreement”) with Forged Fiber 37, LLC (“Purchaser”), an indirect wholly owned subsidiary of AT&T Inc. (“AT&T”) and AT&T DW Holdings, Inc. (“Guarantor”), to sell Lumen’s Mass Markets fiber-to-the-home business in Arizona, Colorado, Florida, Idaho, Iowa, Minnesota, Nebraska, Nevada, Oregon, Utah and Washington (the “Territory”). On February 2, 2026 (the “Closing Date”), pursuant to the Purchase Agreement as supplemented to date, Lumen completed the sale of its Mass Markets fiber-to-the-home business in the Territory (the “Divestiture”) to the Purchaser in exchange for $5.75 billion of cash consideration, which was reduced by approximately $30 million in closing adjustments and transaction costs, resulting in pre-tax cash proceeds of approximately $5.72 billion. This consideration is further subject to ce…

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