UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~Washington D.C. 20549

FORM

~~FORM~~ 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~Date~~June of10, ~~Report (Date of earliest event reported):~~2026

May 20, 2026

Lumen Technologies, Inc.

(Exact name of registrant as specified in its charter)

Louisiana	001-7784	72-0651161
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


100 CenturyLink Drive
Monroe , Louisiana		71203
(Address of principal executive offices)		(Zip Code)

(

(318~~) 388-9000~~

)

388-9000

(Telephone number, including area code)

~~Check~~Qwest ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions:~~Corporation

(Exact name of registrant as specified in its charter)


Colorado	001-03040	84-0273800
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


931 14 th Street,
Denver , Colorado		80202
(Address of principal executive offices)		(Zip Code)

(

318

)

388-9000

(Telephone number, including area code)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant Title of Each Class Trading Symbol(s) Name of Each ~~Exchange~~Exchangeon on Which Registered Lumen Technologies, Inc. Common Stock, no -par value per share LUMN New York Stock Exchange Lumen Technologies, Inc. Preferred Stock Purchase Rights N/A New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule~~ 12b-2 ~~of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~

of the Securities Exchange Act of 1934 (17 CFR

~~Emerging growth company ☐~~§240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~If ~~5.02~~an ~~Departure~~emerging ofgrowth ~~Directors~~company, orindicate ~~Certain~~by ~~Officers;~~check ~~Election~~mark ofif ~~Directors;~~the ~~Appointment~~registrant ofhas ~~Certain~~elected ~~Officers;~~not ~~Compensatory~~to ~~Arrangements~~use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of ~~Certain~~the ~~Officers~~Exchange Act. ☐

~~On May 20, 2026, at the annual meeting of shareholders (the “Annual Meeting”) of Lumen Technologies, Inc. (the “Company”), as further described in~~ Item 58.0701 ~~below,~~Other 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, IncEvents. 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.

On June 10, 2026, Lumen Technologies, Inc. (“Lumen,” “us,” “we” or “our”), together with its wholly-owned subsidiary, Qwest Corporation (“Qwest”), issued a press release announcing the expiration and final results of the previously announced offers (the “Exchange Offers”) by Qwest to exchange the outstanding notes described below, in each case subject to certain terms and conditions set forth in the Registration Statement on Form

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 8S-~~K as Exhibit 10.1 and incorporated herein by reference.~~ 4,

including a prospectus and consent solicitation statement forming a part thereof (as amended or supplemented from time to time, the “Prospectus”). In connection with the Exchange Offers, Qwest and Lumen also solicited consents (the “Consent Solicitations”) to amend the indentures governing Old Qwest Notes (as defined below) (as amended and supplemented, the “Old Qwest Indentures”).

~~Item~~The ~~5.03~~Exchange ~~Amendments~~Offers toand ~~Articles~~the ofConsent ~~Incorporation~~Solicitations orexpired ~~Bylaws;~~at ~~Change~~5:00 inpm ~~Fiscal~~ET ~~Year~~on June 9, 2026 (the “Expiration Date”).

OnThe ~~May 20,~~notes ~~2026~~offered to be exchanged in the Exchange Offers were Qwest’s (1) 6.5% Notes due 2056 (CUSIP Number 74913G 881) (the “2056 Notes”) and (2) 6.75% Notes due 2057 (CUSIP Number 74913G 873) (the “2057 Notes” and, attogether with the ~~Annual~~2056 ~~Meeting~~Notes, the ~~shareholders~~“Old ofQwest Notes”) in exchange for (1) 6.500% Notes due 2051 (the ~~Company~~“New ~~approved~~6.500% ~~amendments~~2051 toNotes”) and (2) 6.750% Notes due 2052 (the ~~Company’s~~“New ~~Articles~~6.750% of2052 ~~Incorporation~~Notes” and, astogether ~~amended~~with the New 6.500% 2051 Notes, the “New Qwest Notes”), to: be issued by Qwest and fully and unconditionally guaranteed on an unsecured basis by Lumen.

•The ~~eliminate~~foregoing ~~certain~~description ofis ~~the~~qualified ~~supermajority~~in ~~voting~~its ~~requirements~~entirety ~~for~~by ~~matters~~reference ~~subject~~ to ~~shareholder~~the ~~approval~~press ~~and~~release todated ~~replace~~June 10, ~~such~~2026, ~~requirements with~~ a ~~majority~~copy of ~~votes~~which ~~cast~~is ~~standard;~~attached ~~and~~hereto as Exhibit 99.1.

This Current Report on Form

~~• exclude certain categories of persons from the definition of “Related Person”.~~8-K

does not constitute an offer to purchase or the solicitation of an offer to sell with respect to any securities. The Exchange Offers were made only pursuant to the terms of the Prospectus.

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 8Forward-KLooking asStatements ~~Exhibit 3.1 and is incorporated herein by reference.~~

Except for historical and factual information, the matters set forth in this Current Report on Form

~~Item 5.07 Submission of Matters to a Vote of Security Holders.~~8-K

and other of our oral or written statements identified by words such as “estimates,” “expects,” “anticipates,” “believes,” “plans,” “intends,” and similar expressions are forward-looking statements. These forward-looking statements are not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in those statements if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include, but are not limited to: failure of the conditions set forth in the Prospectus to be satisfied or waived; the possibility that potential debt investors will not be receptive to the Exchange Offers or Consent Solicitations on the terms described above or at all; corporate developments that could preclude, impair or delay the above-described transactions due to restrictions under the federal securities laws; changes in Qwest or Lumen’s credit ratings; changes in the cash requirements, financial position, financing plans or investment plans of Qwest or Lumen or their respective affiliates; changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of Qwest or Lumen or their respective affiliates to consummate the above-described transactions on the terms described above or at all; and other risks referenced from time to time in the filings of Lumen or Qwest with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. We may change our intentions, strategies or plans (including our plans expressed herein) without notice at any time and for any reason.

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.

Item 1. The Company shareholders elected each of the following director nominees to serve on the Company’s Board of Directors until the 2027 annual meeting of shareholders or until their respective successors have been duly elected and qualify, by the following votes:

Name of Nominee	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Quincy L. Allen	674,786,726	10,143,678	2,784,426	157,409,626
Martha Helena Béjar	676,739,028	8,284,706	2,691,096	157,409,626
Christopher Capossela	678,469,496	6,570,988	2,674,346	157,409,626
Kevin P. Chilton	677,801,363	7,294,957	2,618,510	157,409,626
Michael Collins	679,092,388	5,967,700	2,654,742	157,409,626
Michelle J. Goldberg	678,491,944	6,644,842	2,578,044	157,409,626
Kate Johnson	678,603,180	6,518,493	2,593,157	157,409,626
Diankha Linear	677,003,556	8,017,027	2,694,247	157,409,626
Stephen McMillan	678,147,350	6,944,676	2,622,804	157,409,626

Item 2. The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent auditor for 2026, by the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
826,383,164		14,345,896		4,395,396		0

Item 3A. The Company’s shareholders approved amendments to the Company’s Articles of Incorporation to remove supermajority voting requirements related to provisions governing removal of directors, approval of certain business combinations, certain amendments to the Company’s Articles of Incorporation and amendments to Company’s Bylaws, by the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
666,291,662		14,453,951		6,969,217		157,409,626

Item 3B. The Company’s shareholders did not approve an amendment to the Company’s Articles of Incorporation to remove a supermajority voting requirement related to provisions governing limitation of liability and indemnification of directors, by the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
665,279,825		15,442,159		6,992,846		157,409,626

Item 4. The Company’s shareholders approved amendments to the Company’s Articles of Incorporation to provide for exceptions to the definition of “Related Person”, by the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
669,464,426		10,316,602		7,933,802		157,409,626

Item 5. The Company’s shareholders approved the Company’s Amended and Restated 2024 Equity Incentive Plan, by the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
658,004,226		22,259,831		7,550,773		157,409,626

Item 6. The Company’s shareholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
652,013,005		33,084,417		2,617,408		157,409,626

Item 7. The Company’s shareholders did not approve the shareholder proposal regarding a shareholder right to vote for or against a shareholder rights plan, by the following vote:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
327,301,328		357,615,031		2,798,471		157,409,626

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.:

ExhibitNo.		Description
Exhibit No.		Description
3.1		Composite Articles of Incorporation of the Company, as amended and restated through May 26, 2026.
99.1		Press Release dated June 10, 2026, relating to the expiration and results of its Exchange Offers and Consent Solicitations.
10.1		Amended and Restated 2024 Equity Incentive Plan.
104		Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).
104		Cover page formatted as Inline XBRL and contained in Exhibit 101.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~Lumen ~~registrant~~Technologies, ~~has~~Inc. and Qwest Corporation have duly caused this ~~report~~Current Report to be signed on ~~its~~their behalf by the undersigned officer hereunto duly authorized.


LUMEN TECHNOLOGIES, INC.

By:		/s/ Jennifer Hodges
		Jennifer Hodges
		Executive Vice President, Chief Legal Officer

QWEST CORPORATION

By:		/s/ Jennifer Hodges
		Jennifer Hodges
		Executive Vice President, Chief Legal Officer

5Dated: June 10, 2026

LUMEN TECHNOLOGIES, INC.

Dated: May 27, 2026

/s/ Chris Stansbury

Chris Stansbury

President and Chief Financial Officer

Filing Compare · Lumen Technologies, Inc.