Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

In connection with recently-announced leadership changes, Shaun Andrews, Executive Vice President, Chief Marketing Officer of Lumen Technologies, Inc. (the "Company") and its principal subsidiaries, is leaving the Company. He is expected to remain an employee of the Company until on or about March 3, 2023 (such effective date, the "Termination Date").

In consideration of Mr. Andrew's completion of CEO onboarding support and "North Star" strategic planning and his agreement to remain employed by the Company until on or about March 3, 2023 to assist in the transition of his duties, the Human Resources and Compensation Committee (the "Committee") of the Company's board of directors approved the accelerated vesting of the first tranche of the cash performance award granted to Mr. Andrews on December 9, 2022, in an amount equal to $500,000. This tranche would have vested if he had remained employed through April 1, 2023, given the Committee's determination that the strategic initiatives serving as the award's performance condition have been attained and will be publicly announced prior to his termination date. Mr. Andrews will forfeit all outstanding equity grants and the remaining $500,000 payment under the December 9, 2022 cash performance award. Mr. Andrews will continue to receive compensation at his current rate through the Termination Date, and will also receive standard cash severance and bonus payments under previously-existing compensation arrangements. All amounts due in connection with his termination will be subject to his execution and non-revocation of a standard release of claims.

The foregoing description of Mr. Andrews' termination and his compensation arrangements do not purport to be complete and are qualified in their entirety by reference to the description of the Company's executive compensation and severance programs included in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 8, 2022.




Item 8.01 Other Events.

For additional information on the above-referenced leadership changes, please see the attached press release issued by the Company on February 2, 2023, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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. Andrews 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 termination 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



The following exhibits are furnished with this Current Report on Form
8-K:

Exhibit No.       Description

99.1                Press release dated February 2, 2023, announcing leadership
                  changes.

104               Cover page formatted as Inline XBRL and contained in Exhibit 101.

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