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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-07-31 · 916 added, 15 removed, 5 unchanged (99% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company was formed on April 19, 2024 for the purpose of completing the merger of Windstream and Uniti (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of May 3, 2024, by and between Windstream and Uniti.

Following the Merger, the successor to Windstream (New Windstream Holdings II) and Uniti will be our wholly owned subsidiaries.

The Merger is subject to customary closing conditions and Windstream expects the Merger to close on August 1, 2025.

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three and nine months ended September 30, 2025.

This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements, and the notes thereto set forth in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q and Uniti Group LLC’s (f/k/a Uniti Group Inc., “Old Uniti”) Annual Report on Form 10-K filed with the U.S.

Securities and Exchange Commission (“SEC”) on February 21, 2025, as amended by Amendment No.

1 thereto filed on Form 10-K/A with the SEC on March 7, 2025 (the “Annual Report”).

Uniti Group Inc.

(herein referred to as the “Company,” “Uniti,” “we,” “us,” or “our”) was incorporated in the state of Delaware on April 19, 2024, under the name “Windstream Parent, Inc.“ and as a subsidiary of New Windstream, LLC (“Windstream”) (as successor to Windstream Holdings II, LLC) in connection with the Merger (as defined below).

Uniti is a premier digital infrastructure company with approximately 240,000 fiber route miles across 47 states.

The Company serves more than 1.1 million customers, including more than 500,000 residential fiber customers, with a network that includes 1.7 million fiber-equipped households predominately situated in the Midwest and Southeast United States of America (“U.S.”).

The Company offers a full suite of advanced communications services, including fiber-based broadband to residential and business customers, managed cloud communications and security services for large enterprises and government entities across the U.S., and tailored waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the U.S.

Our operations are organized into three business segments:

Kinetic, Uniti Solutions and Fiber Infrastructure.

See Notes 8 and 12 for additional information regarding the Company’s business segments.

Prior to the Merger, Old Uniti was an independent internally managed real estate investment trust (“REIT”) engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry.

Old Uniti managed its operations within two primary lines of business:

Uniti Fiber and Uniti Leasing.

Completion of Merger with Windstream

On August 1, 2025, pursuant to the previously announced Agreement and Plan of Merger, dated as of May 3, 2024 (as amended) (the “Merger Agreement”), by and between Old Uniti, Windstream, New Uniti HoldCo LP, and New Windstream Merger Sub, LLC, an indirect wholly owned subsidiary of Windstream (“Merger Sub”), Old Uniti and Windstream completed the following transactions:

(a) Windstream merged with and into the Company (at such time, a direct wholly owned subsidiary of Windstream named Windstream Parent, Inc.), with the Company surviving the merger as the ultimate parent company of the combined company (the “Internal Reorg Merger”), and (b) Merger Sub merged with and into Old Uniti (the “Merger”), with Old Uniti surviving the Merger as an indirect wholly owned subsidiary of the Company.

Following the consummation of the Merger, the Company was renamed Uniti Group Inc.

and Old Uniti ceased to be a REIT and the Company does not qualify to be a REIT.

The common stock of the Company (“New Uniti Common Stock”) is listed on the Nasdaq Global Select Market under the symbol “UNIT”.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of Old Uniti’s common stock, par value $0.0001 per share that was issued and outstanding was automatically cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock par value $0.0001 per share pursuant to the exchange ratio set forth in the Merger Agreement with cash issued in lieu of fractional shares.

Immediately following the consummation of the Merger, Old Uniti’s and Windstream’s stockholders held approximately 62% and 38%, respectively, of the Company before giving effect to the conversion of any outstanding convertible securities or the issuance of warrants to purchase New Uniti Common Stock referenced below.

In connection with the Internal Reorg Merger, prior to the effective time of the Merger, Windstream’s equityholders received (i) approximately 90.1 million shares of New Uniti Common Stock representing approximately 35.42% of the outstanding shares of New Uniti Common Stock, (ii) approximately 0.6 million shares of non-voting preferred stock of the Company (“New Uniti Preferred Stock”) with a dividend rate of 11% per year for the first six years, subject to an additional 0.5% per year during each of the seventh and eighth year after the initial issuance and further increased by an additional 1% per year during each subsequent year, subject to a cap of 16% per year and with an aggregate liquidation preference of $575.0 million and (iii) approximately 17.6 million warrants to purchase New Uniti Common Stock, with an exercise price of $0.01 per share (“New Uniti Warrants”), representing approximately 6.9% of the outstanding New Uniti Common Stock immediately following the closing of the Merger on a fully diluted basis after giving effect to such warrants.

Windstream’s equityholders also received approximately $370.7 million in cash (net of certain transaction-related expenses) on a pro-rata basis (the “Merger Cash Consideration”).

The Merger Cash Consideration was funded by Old Uniti using available cash on hand and borrowings under its Uniti Revolver (as defined herein).

The Merger was a taxable transaction for U.S.

federal income tax purposes.

In connection with the Merger, the Company received a favorable private letter ruling from the Internal Revenue Service regarding certain U.S.

federal income tax consequences of a proposed post-closing restructuring, which was effected after the Merger.

As a result of the post-closing restructuring, the Company obtained a step-up in the tax basis of certain assets of Old Uniti.

See Notes 2 and 3 to our accompanying Condensed Consolidated Financial Statements contained in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for additional information regarding the Merger.

The Merger was accounted for as a reverse merger using the acquisition method of accounting, with Windstream treated as the legal acquirer and Old Uniti treated as the accounting acquirer.

Because Old Uniti is treated as the accounting acquirer, financial information for periods prior to the Merger reflect the historical activity of Old Uniti.

For periods after the Merger, the condensed consolidated financial statements reflect the combined results of Old Uniti and Windstream.

Following the completion of the Merger, we updated our segment structure to include new operating segments for the acquired Windstream businesses, combined the legacy fiber and leasing businesses into a new segment and no longer reported corporate separately.

Prior period segment information has been recast to reflect these changes for all periods presented.

Our re portable business segments are as follows:

Kinetic – We manage as one business our residential, business and wholesale operations in markets in which we are the incumbent local exchange carrier (“ILEC”) due to the similarities with respect to service offerings and marketing strategies.

Residential customers can bundle voice, high-speed internet and video services, to provide one convenient billing solution and receive bundle discounts.

We offer a wide range of advanced internet services, local and long-distance voice services, integrated voice and data services, and web conferencing products to our business customers.

These services are equipped to deliver high-speed internet with competitive speeds, value added services to enhance business productivity and options to bundle services to meet our business customer needs.

Products and services offered to business customers also include managed cloud communications and security services.

Our Kinetic wholesale operations provide network bandwidth to other telecommunications carriers, network operators, governmental entities, content providers, and large cloud computing and storage service providers.

These services include network transport services to end users, Ethernet and Wave transport of up to 400 Gbps, and dark fiber and colocation services.

Wholesale services also include fiber-to-the-tower connections to support the wireless backhaul market.

In addition, we offer voice and data carrier services to other communications providers and to larger-scale purchasers of network capacity.

Kinetic service revenues also include revenue from federal and state Universal Service Fund (“USF”) programs, amounts received from the Rural Digital Opportunity Fund (“RDOF”), and certain surcharges assessed to our customers, including billings for our required contributions to federal and state USF programs.

Kinetic sales revenues include sales of various types of communications equipment and products to customers, including selling network equipment to contractors on a wholesale basis.

Uniti Solutions – We manage as one business our mid-market and large business customers located within markets in which we are a competitive local exchange carrier (“CLEC”) and provide services over network facilities primarily leased from other carriers.

Products and services consist of software solutions and network connectivity offerings.

Software solutions include Secure Access Service Edge (“SASE”), Unified Communications as a Service (“UCaaS”), OfficeSuite UC®, and associated network access products and services.

SASE includes Software Defined Wide Area Network (“SD-WAN”) and Security Service Edge (“SSE”) and associated network access products and services.

Network connectivity offerings consist of dynamic internet protocol, dedicated internet access, multi-protocol label switching services, integrated voice and data, long distance and other managed services, including time-division multiplexing (“TDM”) voice and data services and certain surcharges assessed to customers.

Uniti Solutions sales revenues include sales of high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers.

Fiber Infrastructure – We manage as one business our legacy fiber and leasing businesses combined with the CLEC portion of Windstream's acquired wholesale business.

Our Fiber Infrastructure operations are focused on providing network bandwidth to other telecommunications carriers, network operators, content providers, and large cloud computing and storage service providers.

Services provided include network transport services to end users, Ethernet and Wave transport of up to 400 Gbps, and dark fiber and colocation services.

Services also include fiber-to-the-tower connections to support the wireless backhaul market.

In addition, we offer voice and data carrier services to other communications providers and to larger-scale purchasers of network capacity.

We are also engaged in the acquisition and construction of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis, in addition to the leasing of dark fiber on our existing dark fiber network assets that we either constructed or acquired.

Fiber Infrastructure sales revenues primarily represent amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer.

We evaluate the performance of each segment based on segment contribution margin which is computed as segment revenues and sales less segment expenses.

Segment revenues are based upon each customer’s classification to an individual segment and include all services provided to that customer.

Segment expenses include direct expenses incurred in providing services and products to segment customers and selling, general and administrative expenses that are directly associated with specific segment customers or activities.

These direct expenses include network access and facilities, network operations and engineering, customer specific access costs, cost of sales, field operations, service delivery, sales and marketing, product development, licensing fees, provision for estimated credit losses, and compensation and benefit costs for employees directly assigned to the segments.

Costs related to centrally-managed administrative functions, including information technology, accounting and finance, legal, human resources and other corporate management activities are not monitored by or reported to the chief operating decision maker (“CODM”) by segment.

We also do not assign to the segments depreciation and amortization expense, gain on sale of operating assets or transaction-related and other costs, because these items are not monitored by or reported to the CODM at a segment level.

Interest expense has also been excluded from segment operating results because we manage our financing activities on a total company basis and have not assigned any debt or finance lease obligations to the segments.

Other income (expense), net, and income tax benefit (expense) are not monitored as a part of our segment operations and, therefore, these items also have been excluded from our segment operating results.

Other Significant Developments

Debt Restructuring Subsequent to Merger

Upon the completion of the Merger, the existing indebtedness of Old Uniti and Windstream remained separate within its respective organizational structure under New Uniti.

On August 4, 2025, among other transactions, Uniti Group LP, the borrower under Old Uniti’s indebtedness, was merged with and into Windstream Services LLC (“Windstream Services”), the borrower under Windstream’s indebtedness, as part of an internal reorganization (the “Internal Reorganization”).

Accordingly, all of the existing indebtedness of Old Uniti and Windstream became obligations of the same borrowing entity, and each subsidiary of Old Uniti that had guaranteed its debt guaranteed the existing debt of Windstream and vice versa.

To effectuate this, the obligors to Old Uniti’s and Windstream’s respective indebtedness (the “Obligors”) entered into supplemental indentures, each dated August 4, 2025 (the “Supplemental Indentures”) to the indentures governing Old Uniti’s and Windstream’s outstanding senior notes and joinder agreements, each dated August 4, 2025 (the “Joinder Agreements”) in respect of Old Uniti’s and Windstream’s respective existing credit agreements.

In addition, the existing Windstream intercreditor agreement was terminated and the Windstream existing debt parties entered into joinders to the existing Old Uniti intercreditor agreement and certain supplements and amendments to the existing Windstream collateral documents and the Old Uniti collateral documents (such collateral documents, as amended, collectively with the Supplemental Indentures and the Joinder Agreements, the “Reorg Documents”).

Under the Supplemental Indentures, the Joinder Agreements and the other Reorg Documents, (x) Windstream Services has succeeded to Uniti Group LP as issuer or borrower, as the case may be, under Old Uniti’s indebtedness and (y) the Obligors of Old Uniti’s indebtedness now guarantee and, if applicable, provide security for, Windstream’s indebtedness, and the Obligors of Windstream’s senior indebtedness now guarantee and, if applicable, provide security, for Old Uniti’s indebtedness.

Additionally, in connection with the Internal Reorganization, the Windstream revolving credit facility became pari passu with the other first lien debt of both entities.

As a consequence of implementing the Internal Reorganization, the restrictive covenants within the Old Uniti and Windstream indebtedness preventing Old Uniti and Windstream to efficiently operate together have effectively been eliminated.

Debt Refinancing

Senior Secured Notes – On October 6, 2025, Windstream Services completed a private offering of $1,400.0 million aggregate principal amount of 7.500% Senior Secured Notes due 2033 (the “7.500% secured notes”).

Windstream Services used the net proceeds from the offering, together with the proceeds of the New Term Loan (as defined and described below), to fund the redemption in full of its outstanding 10.50% secured notes, and to pay any related premiums, fees and expenses in connection with the foregoing.

On October 6, 2025, the 10.50% secured notes were redeemed in full and the 10.50% secured notes indenture was satisfied and discharged the 7.500% secured notes indenture.

The 7.500% secured notes were issued at an issue price of 100.0% of their principal amount pursuant to an indenture, dated as of October 6, 2025 (the “7.500% secured notes indenture”), among Windstream Services, as issuer, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and as collateral agent.

The 7.500% secured notes mature on October 15, 2033 and bear interest at a rate of 7.500% per year.

Interest on the 7.500% secured notes is payable on March 15 and September 15 of each year, beginning on March 15, 2026.

Windstream Services may redeem the 7.500% secured notes, in whole or in part, at any time prior to October 15, 2028 at a redemption price equal to 100% of the principal amount of the 7.500% secured notes redeemed plus accrued and unpaid interest on the 7.500% secured notes, if any, to, but not including, the redemption date, plus an applicable “make whole” premium described in the 7.500% secured notes indenture.

Thereafter, Windstream Services may redeem the 7.500% secured notes in whole or in part, at the redemption prices set forth in the 7.500% secured notes indenture.

In addition, prior to October 15, 2028, Windstream Services may, on one or more occasions, redeem up to 10% of the aggregate principal amount of the 7.500% secured notes in any twelve-month period at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date.

Further, at any time on or prior to October 15, 2028, up to 40% of the aggregate principal amount of the 7.500% secured notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price of 107.5% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date;

provided that at least 60% of aggregate principal amount of the originally issued 7.500% secured notes remains outstanding.

If certain changes of control of Windstream Services occur, holders of the 7.500% secured notes will have the right to require Windstream Services to offer to repurchase their 7.500% secured notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The 7.500% secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Uniti Group LLC (the Company’s indirect subsidiary and Windstream Services’ parent company) and on a senior secured basis by each of Windstream Services’ existing and future restricted subsidiaries that is an issuer, obligor or guarantor under the senior secured credit facilities and the existing secured notes, other than certain subsidiaries for which regulatory approval is required to issue guarantees (the “Subsidiary Guarantors”).

In addition, Windstream Services will use commercially reasonable efforts to obtain necessary regulatory approval to allow certain non-guarantor subsidiaries of Windstream Services to guarantee the 7.500% secured notes, including by making filings to obtain such approval within 60 days of the issuance of the 7.500% secured notes.

The guarantees are subject to release under specified circumstances, including certain circumstances in which such guarantees may be automatically released without the consent of the holders of the 7.500% secured notes.

The 7.500% secured notes and the related guarantees are Windstream Services’ and the Subsidiary Guarantors’ senior secured obligations and rank equal in right of payment with all of Windstream Services’ and the Subsidiary Guarantors’ existing and future unsubordinated obligations;

effectively senior to all unsecured indebtedness of Windstream Services and the Subsidiary Guarantors, including the Company’s existing senior unsecured notes, to the extent of the value of the collateral securing the 7.500% secured notes;

effectively equal with all of Windstream Services’ and the Subsidiary Guarantors’ existing and future indebtedness that is secured by first-priority liens on the collateral (including indebtedness under the Company’s senior secured credit facilities and existing secured notes);

senior in right of payment to any of Windstream Services’ and Subsidiary Guarantors’ subordinated indebtedness;

and structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the 7.500% secured notes.

The guarantee of the Company and Uniti Group LLC will be their senior unsecured obligations and will rank equally in right of payment with all of their respective existing and future unsubordinated obligations and senior in right of payment to any of their respective subordinated indebtedness.

The 7.500% secured notes and the related guarantees will also be effectively subordinated to any existing or future indebtedness that is secured by liens on assets that do not constitute a part of the collateral securing the 7.500% secured notes to the extent of the value of such assets, and to any existing or future secured indebtedness of the Company and Uniti Group LLC to the extent of the value of the assets securing such indebtedness.

The 7.500% secured notes and the related guarantees will be secured by liens on substantially all of the assets of Windstream Services and the Subsidiary Guarantors, which assets also ratably secure obligations under the Company’s existing secured notes and senior secured credit facilities, in each case, subject to certain exceptions and permitted liens.

The collateral will not include real property below a specified threshold of value.

The 7.500% secured notes indenture contains customary high yield covenants limiting the ability of Windstream Services and its restricted subsidiaries to:

incur or guarantee additional indebtedness;

incur or guarantee secured indebtedness;

pay dividends or distributions on, or redeem or repurchase, capital stock;

make certain investments or other restricted payments;

enter into transactions with affiliates;

merge or consolidate or sell all or substantially all of their assets;

and create restrictions on the ability of Windstream Services and its restricted subsidiaries to pay dividends or other amounts to Windstream Services.

These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

The 7.500% secured notes indenture also contains customary events of default.

Windstream Revolver Amendment and New Term Loans – On October 6, 2025, Windstream Services entered into an amendment to the Windstream Credit Agreement to (i) subject to receipt of customary regulatory approvals, extend the maturity date of the revolving facility thereunder (the “Revolving Credit Facility”) to December 30, 2027,and (ii) provide for a new seven-year term loan facility with a principal amount of $1,000.0 million (the “New Term Loan”).

The Revolving Credit Facility will have $475.0 million of capacity through January 23, 2027 and $425.0 million of capacity through December 30, 2027.

Voluntary prepayments of borrowings under the Windstream Credit Agreement are currently permitted at any time without premium or penalty;

provided that any voluntary prepayment, refinancing or repricing of the New Term Loan in connection with certain repricing transactions that occur prior to the six-month anniversary of the closing of the New Term Loan shall be subject to a prepayment premium of 1.00% of the principal amount of the term loans so prepaid, refinanced or repriced.

The New Term Loan will include mandatory prepayments, restrictive covenants and events of defaults consistent with the existing Windstream Credit Agreement.

The New Term Loan will bear interest based on a floating rate plus a margin (which, at Windstream Services’ election, may be the Base Rate plus 3.00% or the Adjusted Term SOFR Rate plus 4.00% (each as defined in the legacy Windstream Credit Agreement, provided that the Adjusted Term SOFR Rate “floor” shall be 0.00%)).

Uniti Revolver Amendment – On October 6, 2025, Windstream Services entered into an amendment to the senior secured credit facility entered into by Windstream Services (as successor to Uniti Group LP), CSL Capital, LLC and Uniti Group Finance 2019 Inc.

(the “Uniti Credit Agreement”) to, subject to receipt of customary regulatory approvals, extend the maturity date of the revolving facility thereunder to December 30, 2027.

New Interest Rate Swap Agreements – In conjunction with the debt refinancing, on October 6, 2025, the Company entered into three new pay fixed, receive variable interest rate swap agreements with two bank counterparties.

The first swap has a notional value of $400.0 million, fixed rate paid of 3.417% and matures on October 31, 2028.

The second swap has a notional value of $400.0 million, fixed rate paid of 3.365% and matures on October 31, 2029.

The third swap has a notional value of $400.0 million, fixed rate paid of 3.332% and matures on October 31, 2030.

For all three interest rate swaps, the variable rate received is the one-month USD-SOFR rate (not subject to a floor) that resets at the end of each month.

The Company has designated the swaps as cash flow hedges of the interest rate risk inherent in borrowings outstanding under its Credit Agreements due to changes in the benchmark interest rate.

ABS Notes Offering – On October 24, 2025, Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the “ABS Note Issuers”), completed a private offering of $250.0 million aggregate principal amount of secured fiber network revenue term notes, consisting of $180.0 million 5.177% Series 2025-2, Class A-2 term notes, $28.2 million 5.621% Series 2025-2, Class B term notes and $41.8 million 7.834% Series 2025-2, Class C term notes (collectively, the “ABS-2 Notes”), each with an anticipated repayment date (the “ABS-2 ARD”) in January 2031.

The Company intends to use the net proceeds for general corporate purposes, including the repayment of outstanding debt.

The ABS-2 Notes were issued at an issue price of 100.0% of their respective principal amounts pursuant to an amended and restated indenture, dated as of October 24, 2025 (the “Base Indenture”), as supplemented by a Series 2025-2 Supplement thereto, dated as of October 24, 2025 (the “Series 2025-2 Supplement”), in each case by and among the ABS Notes Obligors and Wilmington Trust, National Association, as indenture trustee.

In connection with the issuance of the ABS-2 Notes, the Base Indenture, as supplemented by the Series 2025-2 Supplement, also permits up to $75.0 million of Series 2052-2, Class A-1 variable funding notes (the “Class A-1 Variable Funding Notes” and, together with the ABS-2 Notes, collectively, the “Series 2025-2 Notes”) issued by the ABS Note Issuers.

Drawings and the other terms related to the Class A-1 Variable Funding Notes are governed by the Base Indenture, as supplemented by the Series 2025-2 Supplement, and a Class A-1-V Note Purchase Agreement, dated as of October 24, 2025 (the “VFN Purchase Agreement”), among the Obligors, Uniti Fiber Holdings Inc., as manager of the securitization program, certain committed note purchasers, conduit investors and funding agents, and Barclays Bank PLC, as the administrative agent.

Subject to the future satisfaction of certain conditions described in the VFN Purchase Agreement, the committed note purchasers party thereto will provide commitments to fund the Class A-1 Variable Funding Notes from time to time (and issue certain letters of credit) on a revolving basis until the final anticipated repayment date for the Class A-1 Variable Funding Notes (or, if earlier, the date on which the commitments thereunder are automatically terminated or permanently reduced to $0).

The initial anticipated repayment date for the Class A-1 Variable Funding Notes (the “VFN ARD” and together with the ABS-2 ARD, collectively, the “ARD”) is January 2029 and may be extended at the option of the ABS Note Issuers for two additional one-year periods, in each case subject to the satisfaction of certain conditions described in the VFN Purchase Agreement.

The ABS Note Issuers expect to satisfy the availability conditions to establish the commitments under, and to thereafter fund, the Class A-1 Variable Funding Notes, however, there can be no assurance that the ABS Note Issuers will ever be able to satisfy such conditions or that the Class A-1 Variable Funding Notes will ever be drawn even if so satisfied.

While the Series 2025-2 Notes are outstanding, scheduled payments of interest are required to be made on the 20 th of each January, April, July and October of each year, commencing on January 20, 2026.

No principal payments will be due on the Series 2025-2 Notes prior to the applicable ARD, unless certain rapid amortization or acceleration triggers are activated (and/or, in the case of the Series 2025-2 Variable Funding Notes, the occurrence and continuance of an event of default).

The legal final maturity date of each class of the Series 2025-2 Notes is in January 2056.

If the ABS Note Issuers have not repaid or refinanced any Series 2025-2 Notes prior to the relevant ARD, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00% per annum and (ii) the amount, if any, by which the sum of the following exceeds the interest rate for such Series 2025-2 Note:

(A) the yield to maturity (adjusted to a “mortgage-equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the relevant ARD for such Series 2025-2 Note of the United States treasury security having a remaining term closest to 10 years plus (B) 5.00% per annum plus (C) the post-ARD note spread applicable to such Series 2025-2 Notes.

The issuance of the Series 2025-2 Notes represents the first issuance of the fiber network revenue variable funding notes, and the second issuance of fiber network revenue term notes, each issued under the Company’s existing securitization program.

The securitization program involves certain of the Company’s fiber network assets and related customer contracts in the States of Alabama, Florida, Georgia, Louisiana, Mississippi and South Carolina.

As of the closing of the transactions on October 24, 2025, the ABS Notes Issuers now have $839.0 million aggregate principal amount of revenue term notes outstanding and $0 principal amount of variable funding notes outstanding.

The Base Indenture allows the ABS Notes Issuers to issue additional series of notes subject to certain conditions set forth therein.

The ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes issued under the Base Indenture, as supplemented by the Series 2025-2 Supplement, on February 3, 2025 are obligations only of the ABS Notes Obligors pursuant to the Base Indenture, as supplemented by the Series 2025-2 Supplement.

Pursuant to the Base Indenture, as supplemented by the Series 2025-2 Supplement, and the related transaction documents, the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes are guaranteed by each Asset Entity and each of the ABS Notes Issuer’s respective direct parent entity companies (each, a “Holdco Guarantor”), and such guarantees and the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes are secured by security interests in the equity interests in each of the ABS Notes Issuers and substantially all of the assets of the ABS Notes Issuers and the other ABS Notes Obligors, which assets are primarily the fiber network assets and related customer contracts in the States of Alabama, Florida, Georgia, Louisiana, Mississippi and South Carolina that have been sold or contributed to the Asset Entities by the non-securitization subsidiaries of the Company and the revenue collections and other proceeds thereof.

Neither the Company nor any subsidiary of the Company, other than the ABS Notes Obligors and the Holdco Guarantors (all of which are unrestricted subsidiaries under the Company’s other debt agreements), will guarantee or in any way be liable for the obligations of the ABS Notes Obligors under the Base Indenture or the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes, and neither the Holdco Guarantors, the ABS Notes Issuers nor any of the other ABS Notes Obligors shall guarantee or in any way be liable for the obligations of the Company or its subsidiaries under the Company’s other debt agreements.

The ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes are subject to a series of customary covenants and restrictions.

These covenants and restrictions include (i) that the ABS Notes Issuers maintain a liquidity reserve account to be used to make required payments in respect of the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes, (ii) provisions relating to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the Series 2025-2 Notes prior to the quarterly payment date in January 2029, and (iii) covenants relating to recordkeeping, access to information and similar matters.

As provided in the Base Indenture, as supplemented by the Series 2025-2 Supplement, the Class A-1 Variable Funding Notes and the existing ABS Notes are also subject to rapid amortization in the event of a failure to maintain a stated debt service coverage ratio.

A rapid amortization may be cured if the debt service coverage ratio exceeds a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume.

The Series 2025-2 Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.

Financial and Performance Highlights

The following is a summary of our operating results for the three and nine months ended September 30, 2025:

• We generated consolidated revenues and sales of $722.6 million and $1,317.3 million for the three and nine months ended September 30, 2025, respectively, up 147% and 51%, respectively, when compared to the same periods a year ago.

The Merger accounted for 76% and 42% of our total consolidated revenues and sales, respectively.

• We reported a consolidated operating loss of $42.6 million and generated consolidated operating income of $248.1 million for the three and nine months ended September 30, 2025, respectively, down 131% and 44%, respectively, when compared to the same periods a year ago.

The acquired operations of Windstream generated operating income of $104.4 million for the three and nine months ended September 30, 2025.

Transaction-related and other costs were $157.7 million in the third quarter of 2025, up $143.3 million from the same period a year ago, primarily due to the Merger.

• Within the Kinetic segment, service revenues and contribution margin were $348.6 million and $155.4 million during the third quarter of 2025, respectively.

We extended our fiber coverage during the quarter bringing our total to approximately 1.8 million consumer premises passed or 40% of our Kinetic footprint as of September 30, 2025.

We ended the third quarter with 507,000 consumer subscribers on our fiber network, representing a 29% fiber consumer subscriber penetration rate (calculated as the total number of fiber consumer subscribers divided by the total number of consumer premises passed).

• Within the Uniti Solutions segment, we continued execution of our transformation strategy, which is shifting away from legacy TDM revenues and narrowing our focus to emphasize profitability for the valuable base of managed services customers.

Service revenues and contribution margin for this segment were $135.3 million and $72.2 million during the third quarter of 2025, respectively.

• Our Fiber Infrastructure segment generated solid operating results highlighted by high demand from carriers, content providers and larger-scale purchasers of network capacity.

Service revenues and contribution margin for this segment were $211.4 million and $157.7 million during the third quarter of 2025, respectively.

The acquired wholesale business of Windstream generated service revenues of $78.3 million and direct margin of $34.0 million in the third quarter.

Due to the relative size of the acquired Windstream operations in relation to Old Uniti's operations, the Merger had a significant impact on the operating results of the Company for the three and nine months ended September 30, 2025.

To facilitate a discussion and analysis of our results on a comparable basis, management has supplemented its discussion of the Company's results of operations under GAAP with supplemental unaudited pro forma condensed combined financial information based on the historical results of operations of Old Uniti and Windstream.

See “Supplemental Unaudited Pro Forma Condensed Combined Financial Information” section within this MD&A for further information on the assumptions used in the preparation of the financial information.

CONSOLIDATED RESULTS OF OPERATIONS

The following table reflects the consolidated operating results for Uniti:

Three Months Ended

September 30, Increase (Decrease) Nine Months Ended

September 30, Increase

(Millions) 2025 2024 Amount % 2025 2024 Amount %

Revenues and sales:

Service revenues $ 695.3 $ 287.5 $ 407.8 142 $ 1,282.0 $ 861.1 $ 420.9 49

Sales revenues 27.3 4.7 22.6 * 35.3 12.5 22.8 *

Total revenues and sales 722.6 292.2 430.4 147 1,317.3 873.6 443.7 51

Costs and expenses:

Cost of services (a) 261.4 32.8 228.6 * 323.7 98.5 225.2 *

Cost of sales (a) 22.6 1.7 20.9 * 27.4 8.2 19.2 234

Selling, general and administrative 121.2 26.7 94.5 * 177.4 80.5 96.9 120

Depreciation and amortization 202.3 79.3 123.0 155 361.7 234.9 126.8 54

Gain on sale of operating assets (b) — — — * — (19.0) 19.0 (100)

Transaction related and other

costs (c) 157.7 14.4 143.3 * 179.0 31.1 147.9 *

Total costs and expenses 765.2 154.9 610.3 * 1,069.2 434.2 635.0 *

Operating (loss) income (42.6) 137.3 (179.9) (131) 248.1 439.4 (191.3) (44)

Other expense (income), net (0.2) — (0.2) * (1.3) 0.3 (1.6) *

Gain on settlement of preexisting

relationships (d) 1,685.4 — 1,685.4 * 1,685.4 — 1,685.4 *

Interest expense, net (168.2) (131.0) (37.2) 28 (467.0) (381.7) (85.3) 22

Income before income taxes 1,474.4 6.3 1468.1 * 1,465.2 58.0 1407.2 *

Income tax benefit 134.5 5.9 128.6 * 145.2 13.8 131.4 *

Net income $ 1,608.9 $ 12.2 $ 1,596.7 * $ 1,610.4 $ 71.8 $ 1,538.6 *

* Not meaningful

(a) Amounts are exclusive of depreciation and amortization included below.

(b) For information related to the gain on sale of operating assets recorded in the nine-month period of 2024 see the corresponding section of Note 2 to the condensed consolidated financial statements.

(c) Transaction related and other costs include professional services and fees, integration costs, and other miscellaneous costs.

For additional information related to these expenses see the corresponding section of Note 3 to the consolidated financial statements.

(d) In connection with the Merger and the settlement of the preexisting relationships with Windstream, the Company recognized a pretax nonrecurring gain during the third quarter of 2025.

For additional information related to this gain see the section titled “Settlement of Preexisting Relationships” in Note 3 to the condensed consolidated financial statements.

Service Revenues

The following table reflects the primary drivers of the changes in service revenues compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to the Merger $ 538.7 $ 538.7

Decreases in Fiber Infrastructure service revenues (a) (130.9) (117.8)

Net increases in service revenues $ 407.8 $ 420.9

Sales Revenues

Sales revenues include sales of various types of communications equipment and products to customers including selling network equipment to contractors on a wholesale basis.

Consumer product sales include home networking equipment, computers and phones.

Uniti Solutions product sales include high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers.

Sales revenues also include amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer.

Revenues from sales-type leases were $13.6 million and $16.3 million for the three and nine months ended September 30, 2025, respectively, and $3.0 million for both the three and nine months ended September 30, 2024.

The following table reflects the primary drivers of the changes in sales revenues compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to the Merger $ 12.2 $ 12.2

Increases attributable to sales-type leases 10.6 13.3

Decreases in Fiber Infrastructure equipment and other sales (a) (0.2) (2.7)

Net increases in sales revenues $ 22.6 $ 22.8

(a) Decrease in the nine-month period was primarily attributable to two large equipment sales completed in the first half of 2024.

Cost of Services

Cost of services expense primarily consists of charges incurred for network operations, interconnection, and business taxes.

Network operations charges include salaries and wages, materials, contractor costs, IT support and costs to lease certain network facilities.

Interconnection expense consists of charges incurred to access the public switched network and transport traffic to the internet, including charges paid to other carriers for access points where we do not own the primary network infrastructure.

Other expenses consist of third-party costs for ancillary voice and data services, business taxes, business and financial services.

The following table reflects the primary drivers of the changes in cost of services compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to the Merger $ 231.4 $ 231.4

Decreases in network and other operations (2.8) (6.2)

Net increases in cost of services $ 228.6 $ 225.2

Cost of Sales

Cost of sales represents the associated cost of equipment and the net carrying value of fiber for sales-type leases.

The following table reflects the primary drivers of the changes in cost of sales compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to the Merger $ 13.1 $ 13.1

Increases attributable to sales-type leases 7.9 8.3

Decreases in Fiber Infrastructure equipment and other sales (0.1) (2.2)

Net increases in cost of sales $ 20.9 $ 19.2

The net changes in cost of sales were consistent with the net changes in sales revenues.

Selling, General and Administrative (“SG&A”)

SG&A expenses result from sales and marketing efforts, advertising, IT support, provision for estimated credit losses, costs associated with corporate and other support functions and professional fees.

These expenses include salaries, wages and employee benefits not directly associated with the provisioning of services to our customers.

The following table reflects the primary drivers of the changes in SG&A expenses compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increase attributable to the Merger $ 87.5 $ 87.5

Increases in stock-based compensation (a) 6.7 7.3

Increases in other costs 0.3 2.1

Net increases in SG&A $ 94.5 $ 96.9

(a) Increases were primarily attributable to incremental expense associated with stock-based awards granted to select management employees of Old Uniti in 2024, for which vesting was contingent upon the closing of the Merger.

Depreciation and Amortization

Depreciation and amortization expense includes the depreciation of property, plant and equipment and the amortization of intangible assets.

Set forth below is a summary of depreciation and amortization expense compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to the Merger $ 114.4 $ 114.4

Increases in depreciation expense (a) 8.6 12.4

Increases in depreciation and amortization expense $ 123.0 $ 126.8

(a) Increases primarily reflect incremental depreciation expense of $7.1 million resulting from changes in depreciation of certain property, plant and equipment Old Uniti had acquired from Windstream in the 2015 spin-off transaction from a group composite method to the straight-line method, effective August 1, 2025.

See “Accounting Policy Changes” section of Note 2 to the condensed consolidated financial statements for additional information related to this change in depreciation.

Operating (Loss) Income

The Company reported an operating loss of $42.6 million for the three months ended September 30, 2025 and generated operating income of $248.1 million for the nine months ended September 30, 2025.

Compared to the same periods of 2024, operating income decreased $179.9 million, or 131% and $191.3 million, or 44%, during the three and nine months ended September 30, 2025, respectively.

The decreases in both the three and nine months ended September 30, 2025 as compared to the same periods in 2024 primarily reflect higher transaction related and other costs related to the Merger of $143.3 million and $147.9 million, respectively, decreases in operating lease revenues primarily due to the absence of leasing revenues from Windstream subsequent to August 1, 2025 resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger, and the incremental increases in stock-based compensation expense and depreciation expense resulting from the change in depreciation methods for certain assets as discussed above.

The unfavorable effects of these items on operating income for both the three and nine months ended September 30, 2025 were partially offset by the incremental operating income of $104.4 million attributable to the acquired Windstream operations.

Interest Expense

Set forth below is a summary of interest expense compared to the same period a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Senior secured notes $ 20.8 $ 26.9

Senior unsecured notes 12.9 11.7

Senior secured revolving credit facility

- variable rate 4.8 0.4

ABS Notes and bridge loan facility 3.8 14.0

Interest rate cap (0.2) (0.4)

Interest rate swaps (0.3) (0.3)

Amortization of deferred financing costs

and debt premium/discount (2.8) (2.9)

Write off of deferred financing costs and debt premium — 40.5

Accretion of settlement payable (1.1) (3.4)

Capitalized interest (2.8) (2.6)

Other 2.1 1.4

Total interest expense, net $ 37.2 $ 85.3

As presented in the table above, interest expense increased $37.2 million and $85.3 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024.

The increases reflect the incremental net increase in aggregate long-term debt outstanding following the completion of the Merger.

Interest expense attributable to the assumed long-term debt obligations of Windstream accounted for $36.6 million of the increases in interest expense for the three and nine months ended September 30, 2025.

See Note 5 to the condensed consolidated financial statements for additional information related to our long-term debt obligations.

The increase in interest expense in the nine months ended September 30, 2025 as compared to the same period in 2024 also included a loss on extinguishment of debt of $40.5 million associated with the February 24, 2025 and June 24, 2025 partial redemptions of the 10.50% secured notes, which included $31.0 million of additional interest expense for the redemption premiums and $9.5 million of interest expense for the write-offs of the unamortized debt premium and deferred financing costs, along with a $14.0 million increase in interest expense related to ABS Notes (as defined herein) and bridge loan facility, partially offset by a $3.4 million decrease in interest expense related to the accretion on the settlement payable.

The income tax benefit recorded for the three and nine months ended September 30, 2025 is primarily related to deferred federal and state income taxes recorded due to a step-up in the tax basis of certain of the Company's assets following the closing of the Merger, changes in valuation allowance, state and local income taxes incurred in connection with the Merger and the reversal of unrecognized tax benefits due to the expiration of a statute of limitations in a foreign jurisdiction.

The income tax benefit recorded for the three and nine months ended September 30, 2024 is related to the tax impact of pre-tax losses of Old Uniti’s Uniti Fiber segment, offset partially by REIT state and local taxes.

BUSINESS SEGMENT OPERATING RESULTS

Results of Operations

The Company has not conducted or engaged in any activities or transactions to date other than those incident to the Company’s formation and the matters contemplated by the Merger.

The following table reflects the Kinetic segment results of operations:

Three Months Ended

September 30, Increase (Decrease) Nine Months Ended

September 30, Increase (Decrease)

(Millions) 2025 2024 Amount % 2025 2024 Amount %

Revenues and sales:

Service revenues:

Fiber subscriber $ 86.3 $ — $ 86.3 * $ 86.3 $ — $ 86.3 *

DSL subscriber and other 111.0 — 111.0 * 111.0 — 111.0 *

Total consumer 197.3 — 197.3 * 197.3 — 197.3 *

Business services 66.5 — 66.5 * 66.5 — 66.5 *

Wholesale 55.5 — 55.5 * 55.5 — 55.5 *

RDOF funding 8.6 — 8.6 * 8.6 — 8.6 *

State USF 9.2 — 9.2 * 9.2 — 9.2 *

Switched access 2.2 — 2.2 * 2.2 — 2.2 *

End user surcharges 9.3 — 9.3 * 9.3 — 9.3 *

Intersegment revenues 7.9 — 7.9 * 7.9 — 7.9 *

Total service revenues 356.5 — 356.5 * 356.5 — 356.5 *

Sales revenues 11.7 — 11.7 * 11.7 — 11.7 *

Total revenues and sales 368.2 — 368.2 * 368.2 — 368.2 *

Compensation expense (67.1) — 67.1 * (67.1) — 67.1 *

Non-compensation managed

expenses (40.4) — 40.4 * (40.4) — 40.4 *

Revenue-driven costs (30.0) — 30.0 * (30.0) — 30.0 *

Network access and

facilities (37.9) — 37.9 * (37.9) — 37.9 *

Allocated network and

customer operations

expenses (10.6) — 10.6 * (10.6) — 10.6 *

Customer access (3.9) — 3.9 * (3.9) — 3.9 *

Intersegment costs and

expenses (22.9) — 22.9 * (22.9) — 22.9 *

Contribution margin $ 155.4 $ — $ 155.4 * $ 155.4 $ — $ 155.4 *

* Not meaningful

The increases in Kinetic segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.

A summary of Kinetic broadband customers was as follows as of September 30, 2025:

Fiber consumer broadband customers 507.0

DSL consumer broadband customers 509.8

Total consumer broadband customers 1,016.8

We expect continued growth in our fiber broadband customer base and declines in DSL customers, primarily in lower speed areas, due to the effects of competition and our existing customers transitioning to our fiber-based broadband services.

Our ability to deliver faster internet speeds across our footprint should drive gains in market share and corresponding growth in consumer and business revenues.

UNITI SOLUTIONS

Results of Operations

The following table reflects the Uniti Solutions segment results of operations:

Three Months Ended

September 30, Increase (Decrease) Nine Months Ended

September 30, Increase (Decrease)

(Millions) 2025 2024 Amount % 2025 2024 Amount %

Revenues and sales:

Service revenues:

Managed services $ 121.8 $ — $ 121.8 * $ 121.8 $ — $ 121.8 *

TDM 8.7 — 8.7 * 8.7 — 8.7 *

End user surcharges 4.8 — 4.8 * 4.8 — 4.8 *

Intersegment revenues 0.9 — 0.9 * 0.9 — 0.9 *

Total service revenues 136.2 — 136.2 * 136.2 — 136.2 *

Sales revenues 0.4 — 0.4 * 0.4 — 0.4 *

Total revenues and sales 136.6 — 136.6 * 136.6 — 136.6 *

Compensation expense (6.5) — 6.5 * (6.5) — 6.5 *

Non-compensation managed

expenses (0.4) — 0.4 * (0.4) — 0.4 *

Revenue-driven costs (20.4) — 20.4 * (20.4) — 20.4 *

Customer access (29.1) — 29.1 * (29.1) — 29.1 *

Intersegment costs and

expenses (8.0) — 8.0 * (8.0) — 8.0 *

Contribution margin $ 72.2 $ — $ 72.2 * $ 72.2 $ — $ 72.2 *

* Not meaningful

The increases in Uniti Solutions segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.

FIBER INFRASTRUCTURE

Results of Operations

The following table reflects the Fiber Infrastructure segment results of operations:

Three Months Ended

September 30, Increase (Decrease) Nine Months Ended

September 30, Increase (Decrease)

(Millions) 2025 2024 Amount % 2025 2024 Amount %

Revenues and sales:

Service revenues:

Uniti Wholesale (a) $ 142.5 $ 220.0 $ (77.5) (35) $ 591.4 $ 655.9 $ (64.5) (10)

Uniti Fiber 68.9 67.5 1.4 2 206.7 205.2 1.5 1

Intersegment revenues (b) 23.5 — 23.5 * 23.5 — 23.5 *

Total service revenues 234.9 287.5 (52.6) (18) 821.6 861.1 (39.5) (5)

Sales revenues (c) 15.2 4.7 10.5 * 23.2 12.5 10.7 86

Total revenues and sales 250.1 292.2 (42.1) (14) 844.8 873.6 (28.8) (3)

Network access and facilities

expenses (d) (48.5) (22.8) 25.7 113 (92.5) (69.4) 23.1 33

Compensation expenses (d) (18.0) (12.2) 5.8 48 (42.0) (35.7) 6.3 18

Non-compensation managed

expenses (4.8) (3.2) 1.6 * (12.1) (10.0) 2.1 21

Revenue-driven costs (e) (15.2) (4.1) 11.1 271 (23.3) (13.3) 10.0 75

Allocated network and

customer operations

expenses (d) (2.6) — 2.6 * (2.6) — 2.6 *

Customer access (d) (1.9) — 1.9 * (1.9) — 1.9 *

Intersegment costs and

expenses (f) (1.4) — 1.4 * (1.4) — 1.4 *

Contribution margin $ 157.7 $ 249.9 $ (92.2) (37) $ 669.0 $ 745.2 $ (76.2) (10)

* Not meaningful

(a) Decreases primarily reflect the absence of leasing revenues from Windstream subsequent to August 1, 2025, resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger previously discussed, partially offset by incremental revenues of $51.8 million attributable to the acquired wholesale operations of Windstream.

(b) Consists of intercompany charges to Kinetic and Uniti Solutions primarily for usage of network and colocation facilities owned or operated by Fiber Infrastructure.

(d) Increases attributable to the acquired wholesale operations of Windstream.

Incremental network access and facilities expense of $27.6 million and compensation expense of $5.6 million was attributable to the acquired wholesale operations.

(e) Increases due to fiber sales and operations.

(f) Consists of intercompany charges from Kinetic for resale access services.

SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following supplemental unaudited pro forma condensed combined financial information is presented to illustrate the estimated impacts of the Merger, which was consummated on August 1, 2025, based on the historical results of operations of Old Uniti and Windstream.

See Note s 1 , 2 and 3 to the condensed consolidated financial statements for additional information on the Merger.

The following supplemental unaudited pro forma condensed combined statements of income for the three and nine months ended September 30, 2025 and September 30, 2024 are based on the historical financial statements of Old Uniti and Windstream after giving eﬀect to the Merger and the assumptions and adjustments further described below.

The supplemental unaudited pro forma condensed combined statements of income are presented as if the Merger had been consummated on January 1, 2024, and combine the historical results of Old Uniti and Windstream.

The unaudited supplemental pro forma condensed combined financial information set forth below primarily give eﬀect to the following assumptions and adjustments:

• Application of the acquisition method of accounting;

• Each share of Old Uniti’s common stock that was issued and outstanding was automatically converted into 0.6029 shares of New Uniti Common Stock

• Internal Reorg Merger;

• Conformance of accounting policies.

The supplemental unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the completion of the acquisition.

We utilized estimated fair values at the Merger date for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed.

During the measurement period, we will continue to obtain information to assist in determining the fair value of net assets acquired, which may diﬀer materially from these preliminary estimates.

The supplemental unaudited pro forma condensed combined financial information has been prepared in accordance with SEC Regulation S-X Article 11 and is not necessarily indicative of the results of operations that would have been realized had the transactions been completed as of January 1, 2024, nor are they meant to be indicative of our anticipated combined future results.

In addition, the accompanying supplemental unaudited pro forma condensed combined statements of income do not reﬂect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the Merger.

Under SEC Regulation S-X Article 11, no adjustments were made to certain expenses recorded in the historical financial statements such as gain on settlement of preexisting relationships, transaction costs, and tax benefit from tax restructuring.

In contrast, under the pro forma presentation in Note 3 to the condensed consolidated financial statements, these expenses are required to be included in prior year pro forma results as if the costs were incurred at the beginning of the pro forma period

The supplemental unaudited pro forma condensed combined financial information includes adjustments for the settlement of preexisting relationships, depreciation for property and equipment acquired, amortization for intangible assets acquired, stock-based compensation expense, interest expense for acquisition financing, incremental interest expense to amortize the fair value adjustment to assumed debt over the remaining life of the debt instruments, and reversal of historical amortization expense related to the elimination of deferred commission and deferred costs to fulfill, which do not qualify for separate asset recognition by the Company.

The fair value of the customer relationship intangible asset and related amortization expense contemplate the value of the acquired contracts.

A blended statutory tax rate of 25% was utilized to tax effect all related adjustments.

The supplemental unaudited pro forma combined segment results of operations are based upon the combined historical financial information of Old Uniti and Windstream for all periods presented and exclude the effects of intercompany transactions that existed between the companies prior to the Merger, as well as, the segment changes discussed in Note 12 to the condensed consolidated financial statements.

Because depreciation and amortization expense and interest expense are not allocated to the segments, the supplemental unaudited pro forma combined segment results of operations do not include the effects of the pro forma adjustments to depreciation and amortization expense, interest expense nor the elimination of historical amortization of deferred commission and deferred costs to fulfill discussed above.

Accordingly, the supplemental unaudited pro forma combined segment results of operations information presented has not been prepared in accordance with SEC Regulation S-X Article 11.

The supplemental unaudited pro forma combined segment results of operations are presented for informational purposes only and are not intended to represent nor necessarily be indicative of what the combined company’s business segment results of operations would have been had the Merger been completed on January 1, 2024.

The supplemental unaudited pro forma combined segment results of operations results do not reflect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the Merger.

The following table reflects the consolidated operating results for Uniti on a pro forma combined basis:

Three Months Ended

September 30, Increase (Decrease) Nine Months Ended

September 30, Increase

(Millions) 2025 2024 Amount % 2025 2024 Amount %

Revenues and sales:

Service revenues $ 904.2 $ 981.4 $ (77.2) (8) $ 2,805.1 $ 3,038.8 $ (233.7) (8)

Sales revenues 33.0 18.1 14.9 82 67.8 60.3 7.5 12

Total revenues and sales 937.2 999.5 (62.3) (6) 2,872.9 3,099.1 (226.2) (7)

Costs and expenses:

Cost of services (a) 374.9 423.4 (48.5) (11) 1,145.9 1,290.1 (144.2) (11)

Cost of sales (a) 28.9 12.2 16.7 137 60.1 44.4 15.7 35

Selling, general and administrative 164.7 178.4 (13.7) (8) 494.3 559.3 (65.0) (12)

Depreciation and amortization 255.3 250.8 4.5 2 732.5 749.2 (16.7) (2)

Net (gain) loss on asset retirements

and dispositions (9.7) 6.3 (16.0) * (1.6) 12.5 (14.1) (113)

Gain on sale of operating assets (2.3) — (2.3) * (29.3) (122.2) 92.9 (76)

Transaction related and other costs 166.9 14.4 152.5 * 196.7 31.1 165.6 *

Total costs and expenses 978.7 885.5 93.2 11 2,598.6 2,564.4 34.2 1

Operating (loss) income (41.5) 114.0 (155.5) (136) 274.3 534.7 (260.4) (49)

Other expense (income), net (b) 15.2 0.7 14.5 * 22.8 2.5 20.3 *

Gain on settlement of preexisting

relationships (c) 1,685.4 — 1,685.4 * 1,685.4 — 1,685.4 *

Interest expense, net (190.4) (193.3) 2.9 (2) (622.7) (572.8) (49.9) 9

Income before income taxes 1,468.7 (78.6) 1,547.3 * 1,359.8 (35.6) 1,395.4 *

Income tax benefit 147.0 24.5 122.5 * 166.9 29.4 137.5 *

Net income (loss) 1,615.7 (54.1) 1,669.8 * 1,526.7 (6.2) 1,532.9 *

Participating securities' share in

earnings (36.2) — (36.2) * (33.4) — (33.4) *

Dividends declared on convertible

preferred stock (17.2) (15.7) (1.5) 10 (49.9) (45.5) (4.4) 10

Net income (loss) attributable to

common shareholders $ 1,562.3 $ (69.8) $ 1,632.1 * $ 1,443.4 $ (51.7) $ 1,495.1 (2892)

* Not meaningful

(a) Amounts are exclusive of depreciation and amortization included below.

(b) The increases in other expense, net for the three and nine months ended September 30, 2025 primarily reflect the write-off of unamortized prior service credits and net actuarial gains of $10.8 million, as well as, the de-recognition of the associated liability of $5.1 million related to Windstream’s postretirement benefit plan resulting from a July 2025 plan amendment.

As a result, the Company accounts for this plan on a “pay-as-you-go” basis.

(c) In connection with the Merger and the settlement of the preexisting relationships with Windstream, the Company recognized a pretax nonrecurring gain during the third quarter of 2025.

For additional information related to this gain see “Settlement of Preexisting Relationships” section of Note 3 to the condensed consolidated financial statements.

Pro Forma Service Revenues

The following table reflects the primary drivers of the changes in service revenues compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in Fiber Infrastructure service revenues (a) $ 3.5 $ 22.7

Decreases in Uniti Solutions revenues (b) (42.0) (125.8)

Decreases in Kinetic service revenues (c) (38.7) (130.6)

Net decreases in service revenues $ (77.2) $ (233.7)

(a) Increases were primarily attributable to price increases for transport and TDM services, as well as the effect of favorable adjustments to our reserves maintained for billing disputes with other carriers for their access to our networks.

(b) Decreases were primarily due to higher customer churn for legacy services as we continue to transition customers off of TDM services.

As a result, service revenues reflect reductions in traditional voice, long-distance and data and integrated services, as well as declines in long-distance usage.

The decreases in consumer revenues reflect a decline in DSL subscriber and other revenues due to the effects of continued declines in DSL customers, discontinuation of subsidies funded by the Affordable Connectivity Program (“ACP”), which ended as of May 2024, and lower demand for consumer voice-only services.

The decreases in business revenues were primarily attributable to customer churn and a decline in new sales to customers.

Finally, the decreases in wholesale revenues were primarily due to declines in facilities-based resale access revenues due to customer churn and initiatives to bring service onto our network and higher customer churn for legacy TDM and transport services.

See also “Supplemental Unaudited Pro Forma Combined Segment Results of Operations - Kinetic”.

Pro Forma Sales Revenues

The following table reflects the primary drivers of the changes in sales revenues compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in Kinetic sales revenues (a) $ 10.5 $ 19.2

Changes in Fiber Infrastructure sales revenues (b) 4.2 (12.0)

Increases in Uniti Solutions sales revenues 0.2 0.3

Net increases in sales revenues $ 14.9 $ 7.5

(a) Increases reflect higher contractor sales due to increased outsourcing of fiber construction projects to external contractors.

(b) Changes are primarily attributable to revenues from sales-type leases for fiber where control of the fiber has transferred to the customer.

Revenues from sales-type leases were $13.6 million and $16.3 million during the three and nine months ended September 30, 2025, respectively.

Comparatively, revenues from sales-type leases were $9.2 million and $27.5 million during the three and nine months ended September 30, 2024, respectively.

Sales revenue for the nine months ended September 30, 2024 also included equipment sales associated with two major construction projects completed in the first half of 2024.

Pro Forma Cost of Services

The following table reflects the primary drivers of the changes in cost of services compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in other costs $ 3.7 $ 6.2

Decreases in federal USF expense (a) (4.5) (15.2)

Decreases in network and other operations (b) (15.9) (73.6)

Decreases in interconnection expense (c) (31.8) (61.6)

Decreases in cost of services $ (48.5) $ (144.2)

(a) Decreases reflect the overall decline in service revenues in both periods, as well as annual reductions in the federal USF rate effective in the third quarter of each year.

(b) Decreases were attributable to lower facility costs and decreases in salary expense resulting from workforce reductions completed in both 2025 and 2024.

(c) Decreases in interconnection expense were attributable to cost improvements from the continuation of network efficiency projects, increased legacy customer churn, and lower long-distance usage.

Pro Forma Cost of Sales

The following table reflects the primary drivers of the changes in cost of sales compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increase in Kinetic cost of sales $ 11.1 $ 20.0

Changes in Fiber Infrastructure cost of sales 5.4 (4.5)

Increase in Uniti Solutions cost of sales 0.2 0.2

Increases in cost of sales $ 16.7 $ 15.7

The net changes in cost of sales were consistent with the net changes in sales revenues.

Pro Forma Selling, General and Administrative (“SG&A”)

The following table reflects the primary drivers of the changes in SG&A expenses compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Changes in sales and marketing (a) $ 0.9 $ (7.4)

Decreases in provision for estimated credit losses (b) (1.4) (11.0)

Decreases in compensation and benefits (c) (16.1) (43.1)

Changes in other costs 2.9 (3.5)

Net decreases in SG&A $ (13.7) $ (65.0)

(a) Decrease in the nine-month period of 2025 was primarily attributable to lower advertising costs consistent with the overall year-over-year declines in service revenues.

(b) Decreases primarily reflected improvement in non-pay customer churn.

(c) Decreases were primarily attributable to lower salary costs due to workforce reductions completed in both 2025 and 2024.

Pro Forma Depreciation and Amortization

Set forth below is a summary of depreciation and amortization expense compared to the same periods a year ago:

Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in depreciation expense (a) $ 12.8 $ 16.5

Decreases in amortization expense (b) (8.3) (33.2)

Changes in depreciation and amortization expense $ 4.5 $ (16.7)

(a) Increases primarily reflect incremental depreciation expense related to new additions of property, plant and equipment.

(b) Decreases reflect the use of an accelerated amortization method (sum-of-the-years-digits method) to amortize the customer relationships intangible assets.

The effect of using an accelerated amortization method results in a decline in expense each period as the intangible assets amortize.

Pro Forma Operating (Loss) Income

The Company reported an operating loss of $41.5 million and operating income of $274.3 million for the three and nine months ended September 30, 2025, compared to operating income of $114.0 million and $534.7 million for the same periods in 2024.

The decreases in operating income in both the three and nine-month periods of 2025 primarily reflected increases in transaction related and other costs related to the Merger of $152.5 million and $165.6 million, respectively.

In addition, the decreases in operating income in both the three and nine months ended September 30, 2025 also reflected the overall declines in service revenues previously discussed, partially offset by lower interconnections costs attributable to rate reductions and cost improvements from the continuation of network efficiency projects, and lower salary costs due to workforce reductions completed in 2025 and 2024.

The decrease in operating income for the nine months ended September 30, 2025 also reflected a reduction in pretax gains from the sale of certain unused IPv4 addresses compared to the same period of 2024.

Gains from the sale of IPv4 addresses were $29.3 million and $103.2 million in the nine months ended September 30, 2025 and 2024, respectively.

Pro Forma Interest Expense

The Company reported interest expense of $190.4 million and $622.7 million for the three and nine months ended September 30, 2025, compared to interest expense of $193.3 million and $572.8 million for the same periods in 2024.

The increase in interest expense in the nine months ended September 30, 2025 primarily reflected a loss on extinguishment of debt of $40.5 million associated with the February 24, 2025 and June 24, 2025 partial redemptions of the 10.50% secured notes, which included $31.0 million of additional interest expense for the redemption premiums and $9.5 million of interest expense for the write-offs of the unamortized debt premium and deferred financing costs, along with a $14.0 million increase in interest expense related to the ABS Notes and bridge loan facility, partially offset by a $3.4 million decrease in interest expense related to the accretion on the settlement payable.

Pro Forma Income Taxes

For the three and nine months ended September 30, 2025, the Company recognized income tax benefits of $147.0 million and $166.9 million, respectively, primarily related to deferred federal and state income taxes recorded due to a step-up in the tax basis of certain of the Company's assets following the closing of the Merger, changes in valuation allowance, state and local income taxes incurred in connection with the Merger, and the reversal of unrecognized tax benefits due to the expiration of a statute of limitations in a foreign jurisdiction.

For the three and nine months ended September 30, 2024, the Company recognized income tax benefits of $24.5 million and $29.4 million, respectively, primarily related to the tax impact of pre-tax losses of Windstream and Uniti Fiber Holdings, offset partially by REIT state and local taxes.

Supplemental Unaudited Pro Forma Combined Segment Results of Operations

The following table reflects the Kinetic segment pro forma results of operations:

Three Months Ended

September 30, Increase (Decrease) Nine Months Ended

September 30, Increase

(Millions) 2025 2024 Amount % 2025 2024 Amount %

Revenues and sales:

Service revenues:

Fiber subscriber $ 128.9 $ 102.6 $ 26.3 26 $ 369.8 $ 297.9 $ 71.9 24

DSL subscriber and other 169.1 201.0 (31.9) (16) 538.5 640.4 (101.9) (16)

Total consumer (a) 298.0 303.6 (5.6) (2) 908.3 938.3 (30.0) (3)

Business services (b) 100.7 112.3 (11.6) (10) 310.5 349.4 (38.9) (11)

Wholesale (c) 87.8 106.1 (18.3) (17) 283.7 336.4 (52.7) (16)

RDOF funding 13.0 13.1 (0.1) (1) 39.2 39.3 (0.1) —

State USF 13.8 14.4 (0.6) (4) 42.4 44.0 (1.6) (4)

Switched access 3.5 3.4 0.1 3 10.2 11.6 (1.4) (12)

End user surcharges 13.3 15.9 (2.6) (16) 43.7 49.6 (5.9) (12)

Intersegment revenues (d) 12.0 14.5 (2.5) (17) 38.1 45.7 (7.6) (17)

Total service revenues 542.1 583.3 (41.2) (7) 1,676.1 1,814.3 (138.2) (8)

Sales revenues (e) 17.2 6.7 10.5 157 41.4 22.2 19.2 86

Total revenues and sales 559.3 590.0 (30.7) (5) 1,717.5 1,836.5 (119.0) (6)

Compensation expense (f) (104.6) (119.6) 15.0 13 (327.7) (357.6) 29.9 8

Non-compensation managed

expenses (63.9) (55.5) (8.4) (15) (181.6) (168.8) (12.8) (8)

Revenue-driven costs (g) (45.1) (39.6) (5.5) (14) (128.7) (119.4) (9.3) (8)

Network access and

facilities (h) (52.6) (58.8) 6.2 11 (148.5) (186.0) 37.5 20

Allocated network and

customer operations

expenses (15.9) (19.1) 3.2 17 (48.2) (55.3) 7.1 13

Customer access (i) (5.8) (10.6) 4.8 45 (20.1) (35.3) 15.2 43

Intersegment costs and

expenses (34.5) (35.2) 0.7 2 (104.8) (105.4) 0.6 1

Contribution margin $ 236.9 $ 251.6 $ (14.7) (6) $ 757.9 $ 808.7 $ (50.8) (6)

(a) Decreases reflect a decline in DSL subscriber and other revenues due to the effects of continued declines in DSL customers, discontinuation of subsidies funded by the ACP, which ended as of May 2024, and lower demand for consumer voice-only services.

Windstream had received approximately $3.0 million in monthly subsidies attributable to its ACP customer base during 2024.

These decreases were partially offset by growth in fiber subscriber revenues, consistent with the growth in fiber consumer broadband customers.

(b) Decreases were primarily attributable to customer churn and a decline in new sales to customers.

(c) Decreases were primarily due to declines in facilities-based resale access revenues due to customer churn and initiatives to bring service onto our network and higher customer churn for legacy TDM and transport services.

(d) Consists of intercompany charges to Uniti Solutions and Fiber Infrastructure primarily for resale access services.

Decreases primarily reflect a reduction in intercompany billings to Uniti Solutions, consistent with the overall decline in that segment’s revenues and sales from external customers.

(e) Increases reflect higher contractor sales due to increased outsourcing of fiber construction projects to external contractors.

(f) Decreases primarily reflect the beneficial effects of an increase in capitalized internal labor costs compared to the prior year periods consistent with the Company’s accelerated deployment of fiber in our Kinetic footprint and the expansion of our workforce to augment our internal fiber construction operations.

(g) Increases reflect higher cost of product sales consistent with the increase in contractor sales discussed in (e) above.

(h) Decreases attributable to cost improvements from the continuation of network efficiency projects and rate reduction efforts and increased legacy customer churn, as we continue to transition customers off of TDM services.

(i) Decreases attributable to increased customer churn and rate reduction efforts.

UNITI SOLUTIONS

The following table reflects the Uniti Solutions segment pro forma results of operations:

Three Months Ended

September 30, Increase (Decrease) Nine Months Ended

September 30, Increase (Decrease)

(Millions) 2025 2024 Amount % 2025 2024 Amount %

Revenues and sales:

Service revenues:

Managed services (a) $ 186.6 $ 217.8 $ (31.2) (14) $ 592.9 $ 675.2 $ (82.3) (12)

TDM (a) 14.2 22.4 (8.2) (37) 47.3 83.2 (35.9) (43)

End user surcharges 7.4 10.0 (2.6) (26) 24.4 32.0 (7.6) (24)

Intersegment revenues 1.3 1.2 0.1 8 3.8 3.6 0.2 6

Total service revenues 209.5 251.4 (41.9) (17) 668.4 794.0 (125.6) (16)

Sales revenues 0.6 0.4 0.2 50 1.4 1.1 0.3 27

Total revenues and sales 210.1 251.8 (41.7) (17) 669.8 795.1 (125.3) (16)

Compensation expense (b) (11.2) (22.3) 11.1 50 (41.6) (70.9) 29.3 41

Non-compensation managed

expenses (0.6) (1.8) 1.2 67 (3.2) (4.4) 1.2 27

Revenue-driven costs (c) (32.4) (34.8) 2.4 7 (98.2) (116.7) 18.5 16

Customer access (d) (43.9) (55.8) 11.9 21 (140.6) (177.0) 36.4 21

Intersegment costs and

expenses (e) (12.0) (14.7) 2.7 18 (38.4) (46.5) 8.1 17

Contribution margin $ 110.0 $ 122.4 $ (12.4) (10) $ 347.8 $ 379.6 $ (31.8) (8)

(a) Decreases were primarily due to higher customer churn for legacy services as we continue to transition customers off of TDM services.

As a result, service revenues reflect reductions in traditional voice, long-distance and data and integrated services, as well as declines in long-distance usage.

(b) Decreases were primarily attributable to reduced internal labor costs due to workforce reductions.

(c) Decreases were consistent with the overall reduction in service revenues primarily attributable to customer churn and the corresponding reductions in third-party commissions, bad debt expense and federal and state USF fees.

(d) Decreases were consistent with the overall decline in interconnect costs attributable to cost improvements from the continuation of network efficiency projects, increased legacy customer churn, and lower long-distance usage.

(e) Decreases were consistent with the overall decline in intercompany billings from Kinetic primarily for resale access services as previously discussed.

FIBER INFRASTRUCTURE

The following table reflects the Fiber Infrastructure segment pro forma results of operations:

Three Months Ended

September 30, Increase (Decrease) Nine Months Ended

September 30, Increase (Decrease)

(Millions) 2025 2024 Amount % 2025 2024 Amount %

Revenues and sales:

Service revenues:

Uniti Wholesale (a) $ 97.1 $ 95.2 $ 1.9 2 $ 296.6 $ 275.9 $ 20.7 8

Uniti Fiber 68.8 67.2 1.6 2 205.9 203.9 2.0 1

Intersegment revenues 35.3 36.3 (1.0) (3) 107.8 108.9 (1.1) (1)

Total service revenues 201.2 198.7 2.5 1 610.3 588.7 21.6 4

Sales revenues (b) 15.2 11.0 4.2 38 25.0 37.0 (12.0) (32)

Total revenues and sales 216.4 209.7 6.7 3 635.3 625.7 9.6 2

Network access and facilities

expenses (61.6) (66.2) 4.6 7 (189.9) (198.9) 9.0 5

Compensation expenses (c) (21.4) (24.1) 2.7 11 (66.0) (71.3) 5.3 7

Non-compensation managed

expenses (5.1) (4.7) (0.4) (9) (15.9) (15.4) (0.5) (3)

Revenue-driven costs (d) (17.1) (13.3) (3.8) (29) (32.9) (41.6) 8.7 21

Allocated network and

customer operations

expenses (3.9) (4.5) 0.6 13 (11.8) (13.3) 1.5 11

Customer access (2.9) (2.9) — — (9.0) (8.9) (0.1) (1)

Intersegment costs and

expenses (2.1) (2.1) — — (6.5) (6.3) (0.2) (3)

Contribution margin $ 102.3 $ 91.9 $ 10.4 11 $ 303.3 $ 270.0 $ 33.3 12

(a) Increase during the nine months ended September 30, 2025 was primarily attributable to price increases for transport and TDM services, as well as the effect of favorable adjustments to our reserves maintained for billing disputes with other carriers for their access to our networks.

(b) Changes are primarily attributable to revenues from sales-type leases for fiber where control of the fiber has transferred to the customer.

Revenues from sales-type leases were $13.6 million and $16.3 million during the three and nine months ended September 30, 2025, respectively.

Comparatively, revenues from sales-type leases were $9.2 million and $27.5 million during the three and nine months ended September 30, 2024, respectively.

Sales revenue for the nine months ended September 30, 2025 also included equipment sales associated with two major construction projects completed in the first half of 2024.

(d) Changes are consistent with the changes in sales revenues discussed in (a) above.

Regulatory Matters

Uniti is subject to regulatory oversight in the U.S.

by the Federal Communications Commission (“FCC”) and state public utility commissions, and we are also subject to regulatory oversight in Canada under the Canadian Radio-television and Telecommunications Commission.

We are also subject in the U.S.

to various federal and state statutes that govern the provision of telecommunications and broadband services.

Uniti actively monitors and participates in regulatory proceedings and engages with federal and state lawmakers on matters that may impact its business.

We cannot predict with certainty the outcome of pending federal and state proceedings relating to our operations.

Infrastructure Investment and Jobs Act Broadband Funding

In 2021, Congress passed a bipartisan infrastructure framework (the Infrastructure Investment and Jobs Act or “IIJA”), which includes $65.0 billion in broadband funding to be allocated by the National Telecommunications and Information Administration (“NTIA”), with $42.45 billion to be distributed through formula-based grants to states for broadband deployment projects in unserved and underserved areas over a five-year time frame pursuant to the Broadband Equity, Access and Deployment (“BEAD”) program.

As part of the program, states submitted their initial proposals to NTIA, which outlined the process to challenge the classification of locations eligible for BEAD funding (in Volume I) and the competitive process to select providers for BEAD projects (in Volume II).

Updated guidance from NTIA released on June 6, 2025, purported to streamline the program and confirm technology neutral requirements.

The guidance emphasized that cost to build was of preeminent importance, and set new deadlines for application submissions and approvals, with NTIA claiming that all applications will be approved by year-end 2025.

Uniti submitted bids under the updated guidance in six states and was granted provisional awards in the seven states totaling $184.3 million for approximately 58,000 locations:

The awards are subject to final approval by the NTIA, which is expected to occur on or around December 4, 2025.

In 2019, the FCC announced a $20.0 billion RDOF program to support rural broadband deployments.

In January 2020, the FCC established two reverse-auction funding phases, with Phase I funding of $16.0 billion and Phase II of $4.4 billion.

Phase I targeted areas that were wholly unserved by broadband speeds of at least 25-Megabytes per second (“Mbps”) download and 3-Mbps upload.

After conducting an auction, $9.2 billion was awarded in December 2020.

At the time, the FCC indicated that the $6.8 billion not awarded would be added to Phase II, but Phase II will not likely proceed, in light of the BEAD Program.

Uniti was awarded $522.8 million in support over ten years ($52.3 million per year) for approximately 192,000 locations in eighteen states.

Uniti is on track to substantially meet the first program milestone of 40% completion on or before December 31, 2025, but is experiencing permitting delays in some areas that could cause completion targets to be slightly delayed.

Uniti will work with the FCC on any non-compliance measures under the program as a result of any delay in achieving the milestone.

State USF Funding

In the first half of 2025, Uniti recognized revenue from state USF programs in Texas, Pennsylvania, New Mexico, Oklahoma, South Carolina, Nebraska, Alabama, and Arkansas.

These payments are intended to provide subsidies, in addition to federal USF receipts, for the high cost of operating telecommunications networks in certain areas.

For August and September 2025, we recognized $9.2 million in state USF support.

Uniti participates in two USF programs in Texas, and for the nine months ended September 30, 2025, we received $4.1 million from the large company program and $0.4 million from the small company program.

In June 2023, the Texas Legislature passed legislation requiring companies receiving Texas USF support to complete a financial needs-based test review with the Texas Public Utilities Commission (“PUC”).

Uniti completed the needs-based test review and received a final decision on June 6, 2024, pursuant to which the Texas PUC approved Uniti’s continued support through December 2028 with no changes to the rates or service areas.

Uniti receives approximately $13.2 million in annual state USF support in Pennsylvania.

In August 2023, the Pennsylvania Public Service Commission (“PSC”) issued an order opening a rulemaking proceeding regarding the program.

Uniti, along with the industry trade group, are actively participating in the proceeding.

On October 10, 2025, the PSC announced it would form a USF Working Group, with the first meeting occurring on December 1, 2025.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

The Company has not conducted or engaged in any operating, investing or financing activities or transactions involving the receipt or disbursement of cash.

The Company does not expect to have any cash requirements prior to consummation of the Merger.

All merger-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.

Contractual Obligations

The Company has no long-term debt, capital lease obligations, purchase obligations or other long-term liabilities.

The Company relies primarily on operating cash flows and long-term debt to provide for its liquidity needs.

As of September 30, 2025, the Company had a working capital deficit primarily due to timing differences in the collection of accounts receivable, realization of deferred revenue and recognition and payment of its operating lease and interest obligations.

The working capital deficit is measured at a point in time and is not indicative of the Company’s ability to manage cash and meet its current obligations as they become due.

The Company generated positive operating cash flows during the nine months ended September 30, 2025 and utilized available cash and available capacity under its credit agreements to meet its short-term liquidity needs.

At September 30, 2025, the Company had $158.0 million of available cash on hand, and when considering letters of credit of $117.7 million, the Company had access to and available borrowing capacity under its senior secured revolving credit facilities of $446.0 million.

Management has assessed the current and expected business climate, the Company’s current and expected needs for funds and its current and expected sources of funds, and has determined, based on the Company’s forecasted financial results and financial condition as of September 30, 2025, that cash and cash equivalents on hand combined with cash expected to be generated from operating activities, will be sufficient to fund the Company’s ongoing working capital requirements, planned capital expenditures, and scheduled debt principal and interest payments in the short-term (the next twelve months) and long-term (beyond the next twelve months).

The Company intends to utilize its available cash as well as the available capacity under its revolving credit facilities to fund its short-term liquidity needs as they arise.

As further discussed in Note 16 to condensed consolidated financial statements, in October 2025, we completed refinancing transactions which included the issuance of $1.4 billion of 7.500% secured notes, as well as a new seven-year $1.0 billion term loan maturing in 2032.

Net proceeds from the debt issuance were used to fund the redemption in full of the outstanding 10.50% secured notes due in 2028, thus improving our debt maturity profile, as well as adding additional liquidity of over $100.0 million.

In addition, we issued $250.0 million of secured fiber network revenue term notes with an anticipated repayment date in January 2031.

The Company intends to use the net proceeds from the offering for general corporate purposes, including repayment of outstanding debt.

From time to time, including in the near term, the Company may seek to opportunistically refinance or extend maturity dates of existing indebtedness through, but not limited to, tender offers, exchange offers, redemptions, open market purchases, privately negotiated purchases and new issuances.

Historical Cash Flows

The following table summarizes our cash flow activities:

Nine Months Ended

September 30,

(Millions) 2025 2024

Cash flows provided from (used in):

Operating activities $ 229.8 $ 181.1

Investing activities (690.2) (247.2)

Financing activities 508.5 57.2

Net increase (decrease) in cash, cash equivalents and restricted cash $ 48.1 $ (8.9)

Our cash position increased $48.1 million in the nine months ended September 30, 2025 and decreased $8.9 million in the nine months ended September 30, 2024.

Cash inflows in 2025 were primarily from issuance of debt, operating activities and cash acquired from Windstream in the Merger.

These cash inflows were offset by cash outflows for repayments of debt, capital expenditures, payment of Merger cash consideration, payments of financing costs, and amounts due under our pre-Merger settlement agreement.

Cash Flows - Operating Activities

Cash provided from operations is our primary source of funds.

Cash flows provided from operating activities increased $48.7 million in the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to net favorable working capital changes, principally consisting of timing differences in the collection of accounts receivable and payment of trade accounts payable and interest, partially offset by increased cash outlays for transaction related and other costs.

Cash Flows - Investing Activities

Cash used in investing activities primarily consisted of capital expenditures to upgrade and expand the speed capabilities of network facilities.

Cash used in investing activities increased $443.0 million in the nine months ended September 30, 2025, as compared to the same period in 2024, primarily driven by cash paid, net of cash acquired to consummate the Merger, higher capital expenditures and lower proceeds from sales of investments.

Cash outlays for the nine months ended September 30, 2025 included $229.5 million for capital expenditures and $229.5 million cash paid, net of cash acquired to consummate the Merger.

Cash outlays for capital expenditures funded by government grants totaled $8.3 million and were partially offset by $6.7 million in proceeds from sales of equipment and of certain unused IPv4 addresses.

Comparatively, c ash outlays for capital expenditures were $327.8 million for t he nine months ended September 30, 2024, and were partially offset by proceeds received from the sales of our investment in BB Fiber Holdings LLC of $40.0 million and the CableSouth Media, LLC network of $40.0 million.

Cash Flows - Financing Activities

Cash provided from financing activities totaled $508.5 million for the nine months ended September 30, 2025.

Cash inflows included $1.7 billion of proceeds from issuance of debt partially offset by $1.1 billion in repayments of debt, payments of financing costs of $77.4 million and payments of settlement obligations of $73.5 million.

Proceeds from issuance of debt included new borrowings of $600.0 million under the 8.625% secured notes (as defined herein), $589.0 million under the ABS Notes and $539.0 million under the senior secured revolving credit facilities.

Repayments of debt in the nine months ended September 30, 2025 included $625.0 million under the 10.50% secured notes, $275.0 million under the ABS Bridge Loan Facility and $163.0 million under the senior secured revolving credit facilities.

Comparatively, cash provided from financing activities totaled $57.2 million for the nine months ended September 30, 2024.

Cash inflows included $714.0 million of proceeds from issuance of debt partially offset by $455.9 million in repayments of debt, payment of dividends of $108.5 million, payments of settlement obligations of $73.5 million and financing costs of $15.8 million.

Proceeds from issuance of debt included new borrowings of $309.0 million under the 10.50% secured notes, $275.0 million under the ABS Loan Facility and $130.0 million under the Uniti Revolver.

Repayments of debt in the nine months ended September 30, 2024 included $333.0 million under the senior secured revolving credit facility and $122.9 million for other debt.

See Note 5 to the condensed consolidated financial statements for additional information about borrowings and repayments of debt.

Pension and Employee Savings Plan Contributions

In connection with the Merger, the Company assumed a non-contributory qualified defined benefit pension plan.

Future benefit accruals for all eligible non-bargaining unit employees covered by the pension plan have ceased.

There were no voluntary or required contributions made to the qualified pension plan during the period from August 1, 2025 through September 30, 2025.

The remaining minimum required employer contributions to the pension plan for the 2025 plan year total $11.9 million, of which $4.5 million was contributed in October 2025 and the remaining $4.5 million and $2.9 million will be contributed in January 2026 and September 2026, respectively, using cash.

The amount and timing of future contributions to the pension plan are dependent upon a myriad of factors including future investment performance, changes in future discount rates and changes in the demographics of the population participating in the plan.

In connection with the Merger, the Company also assumed an employee savings plan under section 401(k) of the Internal Revenue Code, which covers substantially all salaried employees and certain bargaining unit employees of Windstream.

Participating employees receive employer matching contributions up to a maximum of 4.0% of employee pre-tax contributions to the plan for employees contributing up to 5.0% of their eligible pre-tax compensation.

The employer matching contribution is calculated and funded in cash to the plan each pay period with an annual true-up to be made as soon as administratively possible after the end of the year.

Inclusive of the Company's existing 401(k) defined contribution plan, expense attributable to the employer matching contribution under the plans, excluding amounts capitalized, was $4.1 million and $5.3 million for the three and nine months ended September 30, 2025, respectively, as compared to $0.5 million and $1.7 million for the three and nine months ended September 30, 2024, respectively.

Expense related to the employee savings plan is included in cost of services and selling, general and administrative expenses in the condensed consolidated statements of income.

Broadband Grant Awards and Programs

The Company receives federal and state governmental assistance in the form of grants for the construction of long-lived assets to expand the availability and affordability of residential broadband service via direct grants or through the formation of public private partnerships.

As of September 30, 2025, the Company has secured approximately $400.0 million in funding commitments from governmental agencies in Arkansas, Georgia, Iowa, Nebraska, New Mexico, North Carolina, Pennsylvania, Texas, and five other states, that will help us deliver fiber to approximately 170,000 locations.

In completing these broadband expansion projects, the Company expects to incur $167.8 million of incremental capital expenditures.

The Company will continue to seek out additional opportunities to obtain external funding for the expansion of 1-Gbps internet service across its service areas either from direct grants from governmental programs or through the formation of public private partnerships.

Debt Agreements and Covenants

At September 30, 2025 , notes and other debt, net included the following:

(i) the Uniti Revolver (as defined in Note 5) pursuant to the Uniti Credit Agreement, of which $281.0 million in borrowings were outstanding;

(ii) the Windstream Revolver (as defined below) pursuant to the Windstream Credit Agreement (as defined in Note 5), of which $130.0 million in borrowings were outstanding;

(iii) the Windstream Term Loan (as defined in Note 5) pursuant to the Windstream Credit Agreement, of which $500.0 million was outstanding;

(iv) $589.0 million aggregate principal amount of secured fiber network revenue term notes (the “ABS Notes”) due 2030 , consisting of $426.0 million 5.877% Series 2025-1, Class A-2 term notes, $65.0 million 6.369% Series 2025-1, Class B term notes, and $98.0 million 9.018% Series 2025-1, Class C term notes, entered into by Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the “ABS Notes Issuers”), each an indirect, bankruptcy-remote subsidiary of the Company;

(v) $2.3 billion aggregate principal amount of 10.50% senior secured notes due 2028 (the “10.50% secured notes”);

(vi) $570.0 million aggregate principal amount of 4.75% senior secured notes 2028 (the “4.75% secured notes”);

(vii) $1.1 billion aggregate principal amount of 6.50% senior unsecured notes due 2029 (the “6.50% unsecured notes”);

(viii) $700.0 million aggregate principal amount of 6.00% senior unsecured notes due 2030 (the “6.00% unsecured notes”);

(ix) $2.2 billion aggregate principal amount of 8.25% senior secured notes due 2031 (the “8.25% secured notes”);

(x) $600.0 million aggregate principal amount of 8.625% senior unsecured notes due 2032 (the “8.625% unsecured notes”);

and (xi) $306.5 million aggregate principal amount of 7.50% convertible senior notes due 2027 (the “2027 convertible notes”).

The terms of the credit agreements and indentures governing the Company’s debt obligations include customary covenants that, among other things, require the Company to maintain certain financial ratios and restrict its ability to incur additional indebtedness.

As of September 30, 2025, the Company was in compliance with all of its debt covenants.

For additional information regarding the Company’s debt obligations, see Notes 5 and 16 to the condensed consolidated financial statements.

During 2024, we formed Uniti Fiber ABS Parent LLC “(ABS Parent”) and Uniti Fiber Bridge Borrower LLC, Uniti Fiber Bridge HoldCo LLC and Uniti Fiber GulfCo LLC (the “ABS Bridge Loan Parties”), each an indirect, bankruptcy-remote subsidiary of the Company, and we designated ABS Parent and the ABS Bridge Loan Parties as unrestricted subsidiaries under the Uniti Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes.

During 2025, we formed ABS Notes Issuers and Uniti Fiber TRS AssetCo LLC (with Uniti Fiber GulfCo LLC, the “ABS Notes Obligors”), each a subsidiary of ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company.

Each ABS Notes Obligor is an unrestricted subsidiary under the Uniti Credit Agreement and the applicable indentures governing the Company’s senior notes.

For additional information concerning the financial position and results of operations of ABS Parent and its subsidiaries (all unrestricted subsidiaries as of September 30, 2025 ), please see Note 1 5 to our accompanying Condensed Consolidated Financial Statements contained in Part I, Item 1 “Financial Statements ” of this Quarterly Report on Form 10-Q.

Old Uniti had elected to be taxed as a REIT for U.S.

federal income tax purposes.

federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income.

In order to maintain its REIT status, Old Uniti made dividend payments of all or substantially all of its taxable income to holders of its common stock out of assets legally available for that purpose,

Under the Merger Agreement with Windstream, Old Uniti had agreed to suspend dividend payments or other distributions until the consummation of the Merger, except for the dividend paid on June 28, 2024 and those dividends reasonably required for us or our subsidiaries to maintain its status as a REIT or to avoid the payment or imposition of income or excise tax, among other customary exceptions.

Following the consummation of the Merger, the Company does not expect to pay any dividends on its common stock.

Dividends on the New Uniti Preferred Stock will be paid in accordance with the specified terms applicable to those shares.

See Note 1 for additional information regarding the annual dividend requirements applicable to the New Unit Preferred Stock.

Windstream Pre-Merger Commitments

Prior to the Merger, in accordance with the terms of the settlement agreement with Windstream, including entry into two long-term exclusive triple-net lease agreements with Windstream (“the Windstream Leases”), Old Uniti was obligated to make up to approximately $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning in October 2020.

Old Uniti had the option to prepay any installments due on or after the first anniversary of the settlement agreement (discounted at a 9% rate).

In July 2025, Old Uniti made the final quarterly cash installment due under the settlement agreement.

As of July 31, 2025, Old Uniti had made payments totaling $484.9 million.

Additionally, beginning in October 2020, Old Uniti was obligated to reimburse Windstream for up to an aggregate of $1.75 billion for certain growth capital improvements in long-term fiber and related assets made by Windstream (“Growth Capital Improvements”) through 2029.

Old Uniti’s reimbursement commitment for Growth Capital Improvements did not require it to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the property leased under the CLEC MLA, up to $70.0 million during the term), and each such reimbursement was subject to underwriting standards.

Old Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both Windstream Leases (and under separate equipment loan facilities) were limited to $225.0 million in 2024, and were limited to $175.0 million per year in 2025 and 2026;

and $125 million per year in 2027 through 2029.

If the cost incurred by Windstream (or the successor tenant under a Windstream Lease) for Growth Capital Improvements in any calendar year exceeded the annual limit for such calendar year, Windstream (or such tenant, as the case may be) could have submitted such excess costs for reimbursement in any subsequent year and such excess costs would have been funded from the annual commitment amounts in such subsequent period.

In addition, to the extent that reimbursements for Growth Capital Improvements funded in any calendar year during the term was less than the annual limit for such calendar year, the unfunded amount in any calendar year would have carried-over and could have been added to the annual limits for subsequent calendar years, subject to an annual limit of $250.0 million in any calendar year.

During the seven months ended July 31, 2025, Old Uniti reimbursed Windstream for $175.0 million of Growth Capital Improvements, all of which were for the reimbursement of capital improvements completed in 2024 that were previously classified as tenant funded capital improvements.

As of the date of the Merger, Old Uniti had reimbursed Windstream a total of $1.2 billion of Growth Capital Improvements.

Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable Windstream Lease increased by an amount equal to 8.0% (the “Rent Rate”) of such installment of reimbursement.

The Rent Rate thereafter increased to 100.5% of the prior Rent Rate on each anniversary of each reimbursement.

In the event that the tenant’s interest in either Windstream Lease was transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Old Uniti transferred its interests as landlord under either Windstream Lease (unless to the same transferee), the reimbursement rights and obligations would have been allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that was allocated to the CLEC MLA following such transfer was $20.0 million per year.

If Old Uniti failed to reimburse any Growth Capital Improvement reimbursement payment or equipment loan funding request as and when it was required to do so under the terms of the Windstream Leases, and such failure continued for thirty (30) days, then such unreimbursed amounts would have been applied as an offset against the rent owed by Windstream under the Windstream Leases (and such amounts thereafter would have been treated as if Old Uniti had reimbursed them).

Finally, Old Uniti and Windstream had entered into separate ILEC and CLEC Equipment Loan and Security Agreements (collectively “Equipment Loan Agreement”) in which Old Uniti provided up to $125.0 million (limited to $25.0 million in any calendar year) of the $1.75 billion of Growth Capital Improvements commitments discussed above in the form of loans for Windstream to purchase equipment related to network upgrades or to be used in connection with the Windstream Leases.

Interest on these loans accrued at 8% from the date of the borrowing.

All equipment financed through the Equipment Loan Agreement was the sole property of Windstream;

however, Old Uniti received a first-lien security interest in the equipment purchased with the loans.

No such loans were made as of the date of the Merger.

Following the Merger, all such pre-existing relationships between Old Uniti and Windstream and the related transactions and balances became intercompany transactions under New Uniti.

Contractual Obligations and Commitments

Set forth below is a summary of our material contractual obligations and commitments as of September 30, 2025:

Obligations by Period

(Millions) Less than

Years More than

5 years Total

Long-term debt including current maturities (a) $ — $ 3,562.5 $ 2,399.0 $ 3,300.0 $ 9,261.5

Interest payments on long-term

debt obligations (b) 753.0 1,316.0 721.4 421.6 3,212.0

Finance leases (c) 10.5 18.2 14.9 40.5 84.1

Operating leases (d) 84.6 207.9 119.4 164.6 576.5

Purchase obligations (e) 398.6 278.2 86.8 188.5 952.1

Other long-term liabilities and commitments (f)(g)(h)(i) 51.8 190.4 96.4 296.1 634.7

Total contractual obligations and commitments $ 1,298.5 $ 5,573.2 $ 3,437.9 $ 4,411.3 $ 14,720.9

(a) Excludes unamortized net premium (discount) and deferred financing costs of $ 23.6 million included in long-term debt as of September 30, 2025.

Excludes impact of the subsequent debt refinancing transactions discussed in Note 16 to the condensed consolidated financial statements.

(b) Variable rates on the Windstream Term Loan were calculated based on Secured Overnight Financing Rate (“SOFR”), which was 4.163% as of September 30, 2025.

(d) Other operating leases include non-cancellable leases, consisting principally of leases for network facilities, real estate, office space and office equipment.

(e) Purchase obligations include open purchase orders and amounts payable under non-cancellable contracts.

The portion attributable to non-cancellable contracts primarily represents agreements for network capacity and software licensing.

(f) Other long-term liabilities and commitments primarily consist of deferred income tax, pension benefit obligations, long-term deferred revenue, right of way and asset retirement obligations.

(g) Excludes $68.3 million in long-term finance lease obligations included above in finance leases.

(h) Excludes estimated capital expenditures of approximately $166.3 million that Windstream expects to incur in excess of funding commitments received from governmental agencies to fund the cost of fiber broadband expansion to over 170,000 locations, as previously discussed under “Broadband Grant Awards and Projects”.

(i) Includes $11.9 million, $1.2 million and $0.5 million in pension benefit obligations, current portion of interest rate swaps and accrued liabilities, respectively, that was included in other current liabilities at September 30, 2025.

See Note 5 to the condensed consolidated financial statements for additional information regarding our long-term debt obligations.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet financing arrangements.

The Company does not use securitization of trade receivables, affiliation with special purpose entities, variable interest entities or synthetic leases to finance its operations.

Additionally, the Company has not entered into any arrangement requiring it to guarantee payment of third-party debt or to fund losses of an unconsolidated special purpose entity.

Critical Accounting Policies and Estimates

The Company applies those accounting policies that management believes best reflect the underlying business and economic events, consistent with accounting principles generally accepted in the United States.

Because we have not conducted or engaged in any activities or transactions to date other than those incidental to the Company’s formation, there were no critical accounting estimates used in the preparation of the accompanying balance sheets as of June 30, 2025 and December 31, 2024.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Non-GAAP Financial Measures

We refer to EBITDA and Adjusted EBITDA in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”).

While we believe that net income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA and Adjusted EBITDA are important non-GAAP supplemental measures of our operating performance.

We define “EBITDA” as net income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization.

We define “Adjusted EBITDA” as EBITDA before stock-based compensation expense and the impact, which may be recurring in nature, of incremental acquisition, pursuit, transaction and integration costs (including unsuccessful acquisition pursuit costs), and costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, (collectively, “Transaction Related and Other Costs”), goodwill impairment charges, severance costs, amortization of non-cash rights-of-use assets, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented).

Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities.

We believe EBITDA and Adjusted EBITDA are important supplemental measures to net income because they provide additional information to evaluate our operating performance on an unleveraged basis.

In addition, Adjusted EBITDA is calculated similar to defined terms in our material debt agreements used to determine compliance with specific financial covenants.

Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should not be considered as alternatives to net income determined in accordance with GAAP.

F urther, our computations of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies.

A reconciliation of EBITDA and Adjusted EBITDA is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

Millions 2025 2024 2025 2024

Net income $ 1,608.9 $ 12.2 $ 1,610.4 $ 71.8

Depreciation and amortization 202.3 79.3 361.7 234.9

Interest expense, net 168.2 131.0 467.0 381.7

Income tax benefit (134.5) (5.9) (145.2) (13.8)

EBITDA 1,844.9 216.6 2,293.9 674.6

Stock-based compensation 10.1 3.4 17.4 10.1

Transaction related and other costs 157.7 14.4 179.0 31.1

Gain on sale of operating assets — — — (19.0)

Gain on settlement of preexisting relationships (1,685.4) — (1,685.4) —

Other expense (income), net 0.2 — 1.3 (0.3)

Amortization of non-cash rights-of-use assets (a) 0.3 0.8 2.0 2.5

Severance costs (b) — 0.1 — 1.6

Total other, net 0.5 0.9 3.3 3.8

Adjusted EBITDA $ 327.8 $ 235.3 $ 808.2 $ 700.6

(a) Included within cost of services (exclusive of depreciation and amortization) in the condensed consolidated statements of income.

(b) Included within SG&A expense line item in the condensed consolidated statements of income.

Critical Accounting Estimates

We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our condensed consolidated financial statements.

The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change.

We have identified the accounting for income taxes, revenue recognition, the impairment of property, plant and equipment, goodwill impairment and business combinations as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

As a result of the Merger, the Company adopted various accounting policies of Windstream related to certain acquired assets and assumed liabilities that were either not applicable or immaterial to the Company’s pre-Merger consolidated financial position and results of operations.

The significant accounting policies adopted which require the use of estimates and assumptions include allowance for credit losses, revenue recognition, pension benefits, and intercarrier billing disputes.

For additional information related to these accounting policies adopted by the Company in the third quarter of 2025 see the corresponding section of Note 2 to the condensed consolidated financial statements.

We believe the current assumptions and other considerations used to estimate amounts reflected in our accompanying condensed consolidated financial statements are appropriate.

However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our condensed consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our financial condition.

Except for the updates to the accounting policies as a result of the Merger discussed above, there were no material changes to our critical accounting policies during the first nine months of 2025.

Recent Accounting Guidance

New accounting rules and disclosures can impact our reported results and comparability of our financial statements.

See Note 2 to our accompanying condensed consolidated financial statements contained in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis