Johnson Kathleen E 4

What Happened
Kathleen E. Johnson, President & CEO and a director of Lumen Technologies (LUMN), was granted 2,156,680 restricted shares on 2026-03-01. To satisfy tax withholding obligations upon vesting, 1,715,571 shares were withheld at an implied per-share price of $7.11, yielding $12,197,710. An additional 252,702 shares were reported as disposed to the issuer (net/forfeited) at $0.

Key Details

• Transaction date(s): March 1, 2026; Form 4 filed March 3, 2026. No late-filing flag indicated in the filing provided.
• Grant: 2,156,680 restricted shares (code A) at $0.00 — total grant value not stated on Form 4 but tax withholding shows implied value.
• Withholding/tax settlement: 1,715,571 shares (code F) withheld at $7.11 = $12,197,710 (proceeds to cover taxes).
• Disposition to issuer: 252,702 shares (code D) at $0.00 — related to performance grant adjustments/forfeiture.
• Shares owned after the transaction: not specified in the excerpt provided.
• Footnotes:
  • F1: Grant consists of 40% time‑based and 60% performance‑based restricted stock. Time‑based portion vests in three equal annual installments beginning March 1, 2027; any earned performance shares vest March 1, 2029 based on two three‑year metrics.
  • F2: The 1,715,571 shares were withheld to cover taxes due upon vesting.
  • F3: The 252,702 shares relate to performance-based awards granted May 18, 2023 and reflect the net after forfeitures and shares deemed to exceed targets.

Context
This was primarily an equity award (not an open‑market sale). The withholding of shares to cover taxes is a routine administrative action and does not by itself indicate a change in the executive’s investing view. The performance portion of the grant vests only if multi-year metrics are met, so part of the grant depends on future performance outcomes.