Lumen Technologies Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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| 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”).
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 as of and for the year ended December 31, 2025 (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. 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 , the information in this Current Report on Form 8-K shall supersede or supplement the information in the Amended Form 8-K/A.
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.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
Attached hereto as Exhibit 99.1 are the following unaudited pro forma condensed consolidated financial statements: unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 and unaudited pro forma consolidated statement of operations for the fiscal year ended December 31, 2025, which reflect the sale of the Business.
(d) Exhibits.
The following exhibits are furnished with the above-described Current Report on Form 8-K:
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| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information of Lumen Technologies, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
| * | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and other attachments have been omitted from this filing and will be furnished to the Securities and Exchange Commission supplementally upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned officer hereunto duly authorized.
| LUMEN TECHNOLOGIES, INC. | ||||||
| Dated: April 16, 2026 | By: | /s/ Chris Stansbury | ||||
| Chris Stansbury | ||||||
| President and Chief Financial Officer | ||||||
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