What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-02 compared with 2025-03-24 · 45 added, 2 removed, 1 unchanged (98% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Parent’s common stock is not currently publicly traded either on a stock exchange or in the over-the-counter market and is not expected to be publicly traded until following the consummation of the Merger.

As of March 24, 2025, there was one holder of Parent’s common stock.

Market Information

Our common stock is traded on the Nasdaq Global Select Market under the symbol “UNIT”.

As of February 23, 2026, the closing price of our common stock was $8.06 per share as reported on the Nasdaq Global Select Market.

As of February 23, 2026, we had 239,073,223 outstanding shares of common stock, and there were approximately 14,319 registered holders of record of Uniti’s common stock.

A substantially greater number of holders of Uniti common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.

Dividends (Distributions)

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 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 Preferred Stock.

Stock Performance

The following graph shows a comparison from December 31, 2020 through December 31, 2025 on the Nasdaq Global Select Market of the cumulative total return for our common stock, the Standard & Poor's 400 Stock Index (“S&P 400 Index”), the MSCI US REIT Index, the Standard and Poor’s 600 Stock Index (“S&P 600 Index”), and the Nasdaq Telecommunications Index.

Our stock prices prior to the Merger represent the prices of Old Uniti’s common stock retroactively adjusted to give effect to the exchange ratio set forth in the Merger Agreement.

Old Uniti historically presented the performance graph by comparing its cumulative total stockholder return against the cumulative total returns of the MSCI US REIT Index (for the published industry or line-of-business index) and the S&P 400 Index (for the broad equity market index).

As a result of the Merger, Old Uniti ceased to be a REIT, the Company does not qualify to be a REIT, and we have decided to change the published industry or line-of-business index in the performance graph from the MSCI US REIT Index to the Nasdaq Telecommunications Index to better reflect our business after the Merger.

Additionally, we have decided to change the broad equity market index in the performance graph from the S&P 400 Index to the S&P 600 Index, which we believe includes companies with market capitalization comparable to ours.

In accordance with SEC Rules, the performance graph presents both the indices used in the previous year and the newly selected indices.

The graph assumes that $100.00 was invested at the market close on December 31, 2020 and that all dividends were reinvested in our common stock, the S&P 400 Index, the MSCI US REIT Index, the S&P 600 Index, and the Nasdaq Telecommunications Index.

The stock price performance of the following graph is not necessarily indicative of future stock price performance.

Cumulative Total Stockholder Returns

Based on investment of $100.00 beginning on December 31, 2020.

12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025

Uniti Group Inc.

$ 100.00 $ 125.60 $ 53.08 $ 63.27 $ 65.15 $ 49.97

S&P 400 Index 100.00 124.76 108.47 126.29 143.89 154.68

MSCI US REIT Index 100.00 143.06 108.00 122.83 133.58 137.52

S&P 600 Index 100.00 126.82 106.40 123.48 134.22 142.30

Nasdaq Telecommunications

Index 100.00 104.78 78.34 87.97 97.87 107.40

Issuer Purchases of Equity Securities

The table below provides information regarding shares withheld from Uniti employees to satisfy minimum statutory tax withholding obligations arising from the vesting of restricted stock granted under Old Uniti’s 2015 Equity Incentive Plan.

The shares of common stock withheld to satisfy tax withholding obligations may be deemed purchases of such shares required to be disclosed pursuant to this Item 5.

Total Number of Shares Purchased

Average Price Paid per Share (1)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d)

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

October 1, 2025 to October 31, 2025 123 $ 5.60 — —

November 1, 2025 to November 30, 2025 3,866 6.04 — —

December 1, 2025 to December 31, 2025 — — — —

Total 3,989 $ 6.02 — —

(1) The average price paid per share is the weighted average of the fair market prices at which we calculated the number of shares withheld to cover tax withholdings for the employees.

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-K

Item 5. Market for Registrant’s Common Equity