8-K
Lumen Technologies, Inc. (LUMN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): April 24, 2023
Lumen Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Louisiana | 001-7784 | 72-0651161 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br> Identification No.) |
Qwest Corporation
(Exact name of registrant as specified in its charter)
| Colorado | 001-03040 | 84-0273800 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 100 CenturyLink Drive<br><br>Monroe, Louisiana | 71203 | |
| --- | --- | |
| (Address of registrants’ principal executive offices) | (Zip Code) |
(318) 388-9000
(Registrants’ telephone number, including area code)
Level 3 Parent, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-35134 | 47-0210602 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 1025 Eldorado Blvd.,<br><br>Broomfield, Colorado | 80021-8869 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(720) 888-1000
(Registrant’s 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 any 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 <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of Each Class | Trading<br> Symbol(s) | Name of Each Exchange<br><br>on Which Registered |
|---|---|---|---|
| Lumen Technologies, Inc. | Common Stock, par value $1.00 per share | LUMN | New York Stock Exchange |
| Lumen Technologies, Inc. | Preferred Stock Purchase Rights | N/A | New York Stock Exchange |
| Qwest Corporation | 6.5% Notes Due 2056 | CTBB | New York Stock Exchange |
| Qwest Corporation | 6.75% Notes Due 2057 | CTDD | New York Stock Exchange |
Indicate by check mark whether any 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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if any 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On April 24, 2023, Lumen Technologies, Inc. (the “Company”) announced that Scott A. Trezise, Executive Vice President, Human Resources of the Company and its principal subsidiaries, will be leaving the Company. Although he will cease serving in his current executive role immediately, he is expected to remain an employee of the Company until early 2024, working on special projects with a commensurate reduction in his compensation.
Forward Looking Statements
Except for the historical and factual information contained herein, the matters set forth in this Current Report on Form 8-K, including statements regarding the termination and compensation arrangements of Mr. Trezise and other statements identified by words such as “will,” “estimates,” “expects,” “projects,” “plans,” and similar expressions, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, many of which are beyond our control, including the completion of transitioning and the documentation of the above-described arrangements. Actual events and results may differ materially from those anticipated, estimated or projected if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. You should not place undue reliance on these forward looking statements, which speak only as of the date of this Current Report on Form 8-K. Unless legally required, we undertake no obligation and expressly disclaims any such obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc., Qwest Corporation and Level 3 Parent, LLC have duly caused this Current Report on Form 8-K to be signed on their behalf by the undersigned officer hereunto duly authorized.
| LUMEN TECHNOLOGIES, INC. | |
|---|---|
| By: | /s/ Stacey W. Goff |
| Stacey W. Goff | |
| Executive Vice President, General Counsel and Secretary | |
| QWEST CORPORATION | |
| --- | --- |
| By: | /s/ Stacey W. Goff |
| Stacey W. Goff | |
| Executive Vice President, General Counsel and Secretary | |
| LEVEL 3 PARENT, LLC | |
| By: | /s/ Stacey W. Goff |
| Stacey W. Goff | |
| Executive Vice President, General Counsel and Secretary |
Dated: April 28, 2023