Uniti Group Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024, and based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2024. Internal Control Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Item 9B. Other Information. N o n e . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. ​ 10 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Set forth below are the names of the individuals currently serving on the Board of Directors of Parent, and key management. Their respective ages are as of March 24, 2025. In accordance with our bylaws, our directors are elected annually by our stockholders. Each executive officer serves at the pleasure of the Board of Directors. The composition of the board of directors and of management of New Uniti (as defined in the Windstream Prospectus) is expected to be different following the consummation of the Merger. See the Windstream Prospectus for more information regarding the board of directors and management of New Uniti following the Merger. ​ ​ ​ ​ ​ Name Age Position Paul Sunu ​ 69 ​ President, Chief Executive Officer and Director Drew Smith ​ 39 ​ Chief Financial Officer and Treasurer Kristi Moody ​ 54 ​ Executive Vice President, General Counsel, Chief Compliance Officer and Director ​ Paul Sunu is President, Chief Executive Officer and Director of Parent. He has more than 27 years of telecommunication industry experience, with a focus on rural telecommunications. Mr. Sunu previously served as Chief Executive Officer of FairPoint Communications, where he helped improve service quality and develop an 18,000-mile fiber network to serve over 300 health care facilities and 1,600 fiber-to-the-tower connections before the company’s merger with Consolidated Communications in 2017. Prior to FairPoint, he was the Chief Financial Officer of Hargray Communications and Hawaiian Telcom. Mr. Sunu was co-founder and Chief Financial Officer of Madison River Communications before its merger with CenturyLink (now Lumen). Mr. Sunu has served on numerous boards, including as Chairman and Vice Chairman of Electric Lightwave. He holds a Juris Doctor from the University of Illinois College of Law and a Bachelor of Arts in Public Administration and Accounting from the University of Illinois. Mr. Sunu has held several professional certifications and licenses during his career, including as a member of the Bar and as a certified public accountant, both in the State of Illinois. Drew Smith is Chief Financial Officer and Treasurer for Parent. Mr. Smith is responsible for overseeing Windstream’s accounting, finance, capital planning, tax, procurement, audit, investor relations and treasury teams. Mr. Smith has held numerous leadership roles within Windstream since joining in 2008. He most recently served as executive vice president of financial planning and treasurer for Windstream where he oversaw financial forecasting and planning, treasury and capital market functions and debt management as well as business development for the company. Prior to this, Mr. Smith served as president of consumer and small and medium-sized business services. He also has held senior leadership roles in access management, carrier relations and service delivery. Mr. Smith holds a bachelor’s degree in business administration from the University of Central Arkansas. He is a Certified Public Accountant (inactive). Kristi Moody is Executive Vice President, General Counsel, Chief Compliance Officer and Director for Parent. Ms. Moody oversees the company’s legal affairs, including strategic initiatives, contracts and contingencies, risk management, government affairs, regulatory and ethics compliance, and corporate governance matters. She is currently the executive sponsor of Windstream’s employee resource group, Women of Windstream. Ms. Moody joined Windstream in 2006 as senior litigation counsel. She was named vice president of law in 2012 and deputy general counsel in 2013 and served as Windstream’s corporate secretary until May 2023. Prior to joining Windstream, Ms. Moody was in private practice for 11 years at Wright, Lindsey & Jennings LLP. She has a juris doctorate from the William H. Bowen School of Law at the University of Arkansas at Little Rock and a Bachelor of Arts in political science from Louisiana Tech University. Code of Ethics We do not currently have a code of ethics. We believe this approach is appropriate in light of the Company’s current capital structure and level of operations, but we expect to continue to evaluate the appropriateness of adopting a code of ethics. 11 Table of Contents Audit Committee We do not have an audit committee or other committee that performs similar functions and, consequently, have not designated an “audit committee financial expert” as such term is defined in Regulation S-K. We believe this approach is appropriate in light of the Company’s current capital structure and level of operations, but we expect to continue to evaluate the appropriateness of forming a formal audit committee and designating an “audit committee financial expert”. Insider Trading Policies and Procedures We have not adopted insider trading policies and procedures. We believe this approach is appropriate in light of the Company’s current capital structure and level of operations, but we expect to continue to evaluate the appropriateness of adopting insider trading policies and procedures as we continue to develop. Item 11. Executive Compensation. The information required by Item 402 of Regulation S-K is included in the Prospectus, under the caption “Executive Compensation”, and is incorporated by reference herein. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. All of the issued and outstanding shares of Parent’s common stock are owned by New Windstream, LLC. None of our officers or directors beneficially own shares of Parent’s common stock. Item 13. Certain Relationships and Related Transactions, and Director Independence. None. Item 14. Principal Accountant Fees and Services. There were no audit fees incurred on behalf of the Company related to the audit of the Company’s balance sheet as of December 31, 2024. All audit-related operating expenses will be incurred and directly funded by Windstream, and accordingly, such expenses will not be recorded within the Company’s financial statements. ​ 12 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a)(1) Consolidated Financial Statements (see Item 8). (a)(2) Financial statement schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required. (a)(3) Exhibits. ​ ​ ​ ​ Index to Exhibits 3.1 ​ Certificate of Incorporation of Parent (incorporated by reference to Exhibit 3.1 of Parent’s registration statement on Form S-4 (File No. 333-281068)) 3.2 ​ Bylaws of Parent (incorporated by reference to Exhibit 3.2 of Parent’s registration statement on Form S-4 (File No. 333-281068)) *23.1 ​ Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm *31.1 ​ Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *31.2 ​ Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 **32.1 ​ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **32.2 ​ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 ​ The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith Item 16. Form 10-K Summary. None. ​ 13 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 24, 2025 ​ ​ ​ ​ ​ ​ WINDSTREAM PARENT, INC. ​ ​ ​ ​ By: /s/ Paul H. Sunu ​ ​ Name: Paul H. Sunu ​ ​ Title: President and Chief Executive Officer ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ ​ ​ ​ ​ Name Title Date /s/ Paul H. Sunu ​ President, Chief Executive Officer and Director ​ March 24, 2025 Paul H. Sunu ​ ( Principal Executive Officer ) ​ ​ ​ ​ ​ ​ ​ /s/ Drew Smith ​ Chief Financial Officer and Treasurer ​ March 24, 2025 Drew Smith ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ /s/ John Eichler ​ Senior Vice President — Controller ​ March 24, 2025 John Eichler ​ (Principal Accounting Officer ) ​ ​ ​ ​ ​ ​ ​ /s/ Kristi M. Moody ​ Director ​ March 24, 2025 Kristi M. Moody ​ ​ ​ ​ ​ Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to securityholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this annual report on Form 10-K. ​ ​ 14