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BCS

Current Report · Items 5.02, 5.03, 5.07, 9.01 · 8-K

Lumen Technologies, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 20, 2026, at the annual meeting of shareholders (the “Annual Meeting”) of Lumen Technologies, Inc.…

Filed May 27, 2026Accepted May 27, 2026, 6:02 AM EDTCIK 18926Accession 0001193125-26-240338
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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 5.02, 5.03, 5.07, 9.01

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

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 20, 2026, at the annual meeting of shareholders (the “Annual Meeting”) of Lumen Technologies, Inc. (the “Company”), as further described in Item 5.07 below, the Company’s shareholders approved the Amended and Restated 2024 Equity Incentive Plan (the “A&R 2024 Plan”) to increase the number of shares of the Company’s common stock that may be issued under the Lumen Technologies, Inc. 2024 Equity Incentive Plan by an additional 45,600,000 shares, from 43,000,000 shares to 88,600,000 shares. The Company’s Board of Directors approved the A&R 2024 Plan on February 18, 2026, subject to shareholder approval. A summary of the material terms of the A&R 2024 Plan is set forth in “Item 5, Approval of Amended and Restated 2024 Equity Incentive Plan” in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 6, 2026, which summary is incorporated herein by reference. That summary and the foregoing description of the A&R 2024 Plan are not complete and are subject to, and qualified in their entirety by reference to, the full text of the A&R 2024 Plan, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 20, 2026, at the Annual Meeting, the shareholders of the Company approved amendments to the Company’s Articles of Incorporation, as amended, to: eliminate certain of the supermajority voting requirements for matters subject to shareholder approval and to replace such requirements with a majority of votes cast standard; and exclude certain categories of persons from the definition of “Related Person”. On May 26, 2026, the Company filed Amended and Restated Articles of Incorporation reflecting the foregoing amendments (the “Articles”) with the Secretary of State of the State of Louisiana. The foregoing description of the Articles is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Composite Articles of Incorporation of the Company, as amended and restated through May 26, 2026, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On May 20, 2026, the Company held its Annual Meeting. Holders of shares of the Company’s common stock or Series L preferred stock were entitled to one vote per share held as of the close of business on March 23, 2026 (the “Record Date”). There were a total of 1,030,165,570 shares entitled to vote at the Annual Meeting as of the Record Date, consisting of 1,030,158,552 shares of common stock and 7,018 shares of Series L preferred stock, voting together as a single class, of which 845,124,456 shares were present or represented by proxy at the Annual Meeting. The following are the final voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 6, 2026. The Company thanks its shareholders for their support and participation in the Annual Meeting.

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