Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, and based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
• Pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) .
Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2025.
Management has excluded Windstream from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025. Windstream’s total assets and total revenues and sales excluded from management’s assessment represen ted 41% and 61% , respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
An independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2025. PricewaterhouseCoopers LLP's report appears in Part II, Item 8 of this Annual Report on Form 10-K.
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
(a) On February 26, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved (i) the termination of the Communication Sales & Leasing, Inc. Deferred Compensation Plan, effective immediately and (ii) the Uniti Group Inc. Annual Short-Term Incentive Plan (the “STIP”), which will be administered by the Committee. The STIP permits the Committee to award and pay cash bonuses to officers, employees and consultants of the Company or any of its subsidiaries or affiliates. The STIP is designed to motivate, attract and retain qualified officers, consultants and other key employees and to promote the alignment of such persons’ interests with those of the Company’s stockholders. The STIP provides the Committee authority to construe and interpret the STIP, make rules and regulations relating to the administration of the STIP, designate eligible persons to receive awards, establish the terms and conditions of the awards and make all other determinations necessary or advisable for the administration of the STIP. The STIP may be amended or terminated by the Committee in any respect at any time, but any amendment that must be approved the Company’s stockholders in order to comply with applicable laws or stock exchange rules will not be effective unless and until such approval has been obtained. The STIP will continue indefinitely until terminated by the Committee, and no award will be made thereunder after such termination. Awards outstanding at the termination of the STIP will continue in accordance with their terms and will not be affected by such termination.
The foregoing description of the STIP is only a summary and does not purport to be complete and is qualified in its entirety by the complete text of the STIP, a copy of which is attached as Exhibit X.X to this Annual Report.
In connection with the adoption of the STIP, the Committee approved award opportunities for 2026 for the Company’s executive officers, including its principal executive officer and principal financial officer. The Committee approved the following threshold (i.e., minimum), target and superior payout opportunities, expressed as a percentage of base salary, that the PEO and PFO will be eligible to receive under the STIP upon the achievement of certain performance goals during 2026:
2026 Award Opportunities
( as a percentage of base salary )
Name
Threshold
Target
Superior
Kenneth A. Gunderman
President and Chief Executive Officer
75%
150%
225%
Paul Bullington
Senior Executive Vice President - Chief Financial Officer and Treasurer
50%
100%
150%
(b) During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Reg ulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Except as set forth below, the information required by this item is incorporated by reference from the definitive proxy statement to be filed within 120 days after December 31, 2025, pursuant to Regulation 14A under the Exchange Act in connection with our 2026 annual meeting of stockholders.
We have a code of ethics as defined in Item 406 of Regulation S-K which applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of this code of ethics, titled “Working with Integrity Guidelines,” is available free of charge in the Corporate Governance section of the About Us page on our website at www.uniti.com. We intend to satisfy the disclosure requirements of Form 8-K regarding any amendment to, or a waiver from, any provision of our code of ethics by posting such amendment or waiver on our website.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from the definitive proxy statement to be filed within 120 days after December 31, 2025, pursuant to Regulation 14A under the Exchange Act in connection with our 2026 annual meeting of stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Except as set forth below, the information required by this item is incorporated by reference from the definitive proxy statement to be filed within 120 days after December 31, 2025, pursuant to Regulation 14A under the Exchange Act in connection with our 2026 annual meeting of stockholders.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table contains information about our equity compensation plan as of December 31, 2025:
EQUITY COMPENSATION PLAN INFORMATION
Plan category Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights Weighted Average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available
for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(a) (b) (c)
Equity compensation plans approved by
security holders — — 6,737,993 (1)
Equity compensation plans not approved by
security holders — — —
Total — — 6,737,993
(1) Amount includes 5,737,993 shares available for issuance under the Uniti Group Inc. 2025 Equity Incentive Plan and 1,000,000 shares under the Uniti Group Inc. 2025 Employee Stock Purchase Plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from the definitive proxy statement to be filed within 120 days after December 31, 2025, pursuant to Regulation 14A under the Exchange Act in connection with our 2026 annual meeting of stockholders.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the definitive proxy statement to be filed within 120 days after December 31, 2025, pursuant to Regulation 14A under the Exchange Act in connection with our 2026 annual meeting of stockholders.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
See Index to consolidated financial statements in “Financial Statements and Supplementary Data”.
Financial Statement Schedules
Uniti Group Inc. Schedule I – Condensed Financial Information of the Registrant (Parent Company) Condensed Balance Sheets as of December 31, 2025 and 2024, and the related Condensed Statements of Comprehensive Income and Cash Flows for each of the three years ended December 31, 2025, including the related notes, appearing on pages 150 to 154 of this report.
Uniti Group Inc. Schedule II – Valuation and Qualifying Accounts for each of the three years ended December 31, 2025 appearing on page 155 of this report.
Index to Exhibits
Exhibit No. Description
2.1# Agreement and Plan of Merger, dated as of May 3, 2024, by and between Uniti Group LLC (f/k/a Uniti Group Inc.) and Windstream Holdings II, LLC (incorporated by reference to Exhibit 2.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of May 3, 2024 (File No. 001-36708)).
2.2# Agreement and Plan of Merger, dated as of May 3, 2024, by and between Uniti Group LLC (f/k/a Uniti Group Inc.) and Windstream Holdings II, LLC (incorporated by reference to Exhibit 2.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of May 3, 2024 (File No. 001-36708)).
3.1 Second Amended and Restated Certificate of Incorporation, dated as of August 1, 2025 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC as of August 1, 2025 (File No. 001-42779)).
3.2 Bylaws, dated as of August 1, 2025 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC as of August 1, 2025 (File No. 001-42779)).
4.1* Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.2 Indenture, dated February 2, 2021, by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing the 6.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of February 2, 2021 (File No. 001-36708)).
4.3 Form of 6.500% Senior Notes due 2029 (included in Exhibit 4.2 above) (incorporated by reference to Exhibit 4.2 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of February 2, 2021 (File No. 001-36708)).
4.4 Fourth Supplemental Indenture, dated as of August 4, 2025, among Windstream Services, LLC, as successor to Uniti Group LP, Uniti Group Finance 2019 Inc., CSL Capital, LLC, the guarantors listed therein and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 4, 2025 (File No. 001-42779)).
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4.5 Indenture, dated as April 20, 2021, by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC, as issuers, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee and collateral agent, governing the 4.750% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.1 to Old Uniti’s Current Report on Form 8-K filed with the SEC on April 20, 2021 (File No. 001-36708)).
4.6 Form of 4.750% Senior Secured Notes due 2028 (included in Exhibit 4.5 above) (incorporated by reference to Exhibit 4.2 to Old Uniti’s Current Report on Form 8-K filed with the SEC on April 20, 2021 (File No. 001-36708)).
4.7 Third Supplemental Indenture, dated as of August 4, 2025, among Windstream Services, LLC, as successor to Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc., CSL Capital, LLC, the guarantors listed therein and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 4, 2025 (File No. 001-42779)).
4.8 Indenture, dated October 13, 2021, by and among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing the 6.000% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of October 13, 2021 (File No. 001-36708)).
4.9 Form of 6.000% Senior Notes due 2030 (included in Exhibit 4.8 above) (incorporated by reference to Exhibit 4.2 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of October 13, 2021 (File No. 001-36708)).
4.10 Third Supplemental Indenture, dated as of August 4, 2025, among Windstream Services, LLC, as successor to Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc., CSL Capital, LLC, the guarantors listed therein and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 4, 2025 (File No. 001-42779)).
4.11 Indenture, dated December 12, 2022, among Uniti Group Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of December 12, 2022 (File No. 001-36708)).
4.12 Form of 7.50% Convertible Senior Notes due 2027 (included in Exhibit 4.11 above) (incorporated by reference to Exhibit 4.2 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of December 12, 2022 (File No. 001-36708)).
4.13 Second Supplemental Indenture, dated as of August 4, 2025, among Uniti Group LLC (f/k/a Uniti Group Inc.), Uniti Group Inc. (f/k/a Windstream Parent, Inc.), the other guarantors listed therein and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 4, 2025 (File No. 001-42779)).
4.14 Indenture, dated as February 14, 2023, by and among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC, as issuers, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee and collateral agent, governing the 10.50% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.1 to Old Uniti’s Current Report on Form 8-K filed with the SEC on February 14, 2023 (File No. 001-36708)).
4.15 Form of 10.50% Senior Secured Notes due 2028 (included in Exhibit 4.14 above) (incorporated by reference to Exhibit 4.2 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of February 14, 2023 (File No. 001-36708)).
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4.16 Indenture, dated May 17, 2024, by and among Uniti Group LP, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent, governing the 10.50% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of May 17, 2024 (File No. 001-36708)).
4.17 Second Supplemental Indenture, dated as of November 1, 2024, among Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC, as Issuers, the guarantors named therein, and Deutsche Bank Company Americas, as trustee and collateral agent, relating to the 10.50% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.1 to Old Uniti’s Quarterly Report on Form 10-Q dated and filed with the SEC as of November 8, 2024 (File No. 001-36708)).
4.18 Third Supplemental Indenture, dated as of August 4, 2025, among Windstream Services, LLC, as successor to Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc., CSL Capital, LLC, the guarantors listed therein and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 4, 2025 (File No. 001-42779)).
4.19 Indenture, dated as of October 4, 2024, between Windstream Services, Windstream Escrow Finance Corp, the subsidiary guarantors thereto and Wilmington Trust, National Association, as trustee and notes collateral agent, governing the 8.25% Senior Secured Notes due 2031 (incorporated by reference to Exhibit 4.18 of the Company’s Registration Statement on Form S-4 dated and filed with the SEC as of February 7, 2025 (File No. 333-281068)).
4.20 First Supplemental Indenture, dated as of December 23, 2024, between Windstream Services, Windstream Escrow Finance Corp, the subsidiary guarantors thereto and Wilmington Trust, National Association, as trustee and notes collateral agent, governing the additional 8.25% Senior Secured Notes due 2031 (incorporated by reference to Exhibit 4.19 of the Company’s Registration Statement on Form S-4 dated and filed with the SEC as of February 7, 2025 (File No. 333-281068)).
4.21 Second Supplemental Indenture, dated as of August 4, 2025, among Windstream Services, LLC, Windstream Escrow Finance Corp., the other guarantors listed therein and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 4, 2025 (File No. 001-42779)).
4.22 Indenture, dated June 24, 2025, by and among Uniti Group LP, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing the 8.625% Senior Notes due 2032 (incorporated by reference to Exhibit 4.1 to Old Uniti’s Current Report on Form 8-K filed with the SEC as of June 24, 2025 (File No. 001-36708)).
4.23 Form of 8.625% Senior Notes due 2032 (included in Exhibit 4.22) (incorporated by reference to Exhibit 4.2 to Old Uniti’s Current Report on Form 8-K filed with the SEC as of June 24, 2025 (File No. 001-36708)).
4.24 First Supplemental Indenture, dated as of August 4, 2025, among Windstream Services, LLC, as successor to Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc., CSL Capital, LLC, the guarantors listed therein and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.5 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 4, 2025 (File No. 001-42779)).
4.25 Indenture, dated October 6, 2025, by and among Windstream Services, LLC, as Issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent, governing the 7.500% Senior Secured Notes due 2033 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of October 6, 2025 (File No. 001-42779)).
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4.26 Form of 7.500% Senior Secured Notes due 2033 (included in Exhibit 4.25) (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of October 6, 2025 (File No. 001-42779)).
4.27 Amended and Restated Base Indenture, dated as of October 24, 2025, by and among Uniti Fiber ABS Issuer LLC, Uniti Fiber TRS Issuer LLC, Uniti Fiber GulfCo LLC, Uniti Fiber TRS AssetCo LLC and Wilmington Trust, National Association, as indenture trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated as of October 24, 2025 and filed with the SEC as of October 27, 2025 (File No. 001-42779)).
4.28 Series 2025-1 Supplement, dated as of February 3, 2025, by and among Uniti Fiber ABS Issuer LLC, Uniti Fiber TRS Issuer LLC, Uniti Fiber GulfCo LLC, Uniti Fiber TRS AssetCo LLC and Wilmington Trust, National Association, as indenture trustee (incorporated by reference to Exhibit 4.2 to Old Uniti’s Current Report on Form 8-K filed with the SEC as of February 3, 2025 (File No. 001-36708)).
4.29 Series 2025-2 Supplement, dated as of October 24, 2025, by and among Uniti Fiber ABS Issuer LLC, Uniti Fiber TRS Issuer LLC, Uniti Fiber GulfCo LLC, Uniti Fiber TRS AssetCo LLC and Wilmington Trust, National Association, as indenture trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated as of October 24, 2025 and filed with the SEC as of October 27, 2025 (File No. 001-42779)).
4.30 Base Indenture, dated as of January 30, 2026, by and among Kinetic ABS Issuer LLC, Kinetic ABS AR LLC, Kinetic ABS GA LLC, Kinetic ABS KY LLC, Kinetic ABS OH LLC, Kinetic ABS TX LLC and Wilmington Trust, National Association, as indenture trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated as of January 30, 2026 and filed with the SEC as of February 3, 2026 (File No. 001-42779)).
4.31 Series 2026-1 Supplement, dated as of January 30, 2026, by and among Kinetic ABS Issuer LLC, Kinetic ABS AR LLC, Kinetic ABS GA LLC, Kinetic ABS KY LLC, Kinetic ABS OH LLC, Kinetic ABS TX LLC and Wilmington Trust, National Association, as indenture trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated as of January 30, 2026 and filed with the SEC as of February 3, 2026 (File No. 001-42779)).
4.32 Indenture, dated February 4, 2026, by and among Uniti Services LLC, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing the 8.625% Senior Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of February 4, 2026 (File No. 001-42779)).
4.33 Form of 8.625% Senior Notes due 2032 (included in Exhibit 4.32) (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of February 4, 2026 (File No. 001-42779)).
10.1 Credit Agreement, dated as of April 24, 2015, by and among Communications Sales & Leasing, Inc. and CSL Capital, LLC, as Borrowers, the guarantors party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 10.10 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of April 27, 2015 (File No. 001-36708)).
10.2 Amendment No. 1 to the Credit Agreement, dated as of October 21, 2016 by and among Communications Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of October 21, 2016 (File No. 001-36708)).
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10.3 Amendment No. 2 to the Credit Agreement, dated as of February 9, 2017 by and among Communications Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of February 9, 2017 (File No. 001-36708)).
10.4 Amendment No. 3 (Incremental Amendment) to the Credit Agreement, dated as of April 28, 2017 by and among Uniti Group Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated as of May 1, 2017 and filed with the SEC as of May 2, 2017 (File No. 001-36708)).
10.5 Borrower Assumption Agreement and Joinder, dated as of May 9, 2017 by and among Uniti Group Inc., as initial borrower, Uniti Group LP and Uniti Group Finance Inc., as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of May 9, 2017 (File No. 001-36708)).
10.6 Amendment No. 4 and Limited Waiver to the Credit Agreement, dated as of March 18, 2019, among Uniti Group Inc., as parent guarantor, Uniti Group LP, Uniti Group Finance Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.11 to Old Uniti’s Annual Report on Form 10-K dated and filed with the SEC as of March 18, 2019 (File No. 001-36708)).
10.7 Amendment No. 5 to the Credit Agreement, dated as of June 24, 2019, among Uniti Group Inc., as parent guarantor, Uniti Group LP, Uniti Group Finance Inc., and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of June 24, 2019 (File No. 001-36708)).
10.8 Amendment No. 6 and Limited Waiver to the Credit Agreement, dated as of February 10, 2020, among Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC, as borrowers, the guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K filed with the SEC on February 10, 2020 (File No. 001-36708)).
10.9 Amendment No. 7 to the Credit Agreement, dated as of December 10, 2020, by and among Uniti Group Inc., as parent guarantor, Uniti Group LP, Uniti Group Finance Inc., and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of December 10, 2020 (File No. 001-36708)).
10.10 Amendment No. 8 to the Credit Agreement, dated as of March 24, 2023, among Uniti Group LP, Uniti Group Finance Inc. and CSL Capital LLC, as borrowers, the guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of March 27, 2023 (File No. 001-36708)).
10.11 Amendment No. 9 to the Credit Agreement, dated as of June 17, 2024, among Uniti Group LP, Uniti Group Finance Inc. and CSL Capital LLC, as borrowers, the guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated June 17, 2024 and filed with the SEC as of June 18, 2024 (File No. 001-36708)).
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10.12 Amendment No. 10 to the Credit Agreement, dated as of April 22, 2025, among Uniti Group LP, Uniti Group Finance Inc. and CSL Capital, LLC, as borrowers, the guarantor party thereto, the lenders party thereto, and Bank of America, N. A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to Old Uniti’s Quarterly Report on Form 10-Q dated and filed with the SEC as of May 6, 2025 (File No. 001-36708)).
10.13 Borrower Assumption and Joinder Agreement, dated as of August 4, 2025, among Windstream Services, LLC, the Additional Guarantors (as defined therein) party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 4, 2025 (File No. 001-42779)).
10.14 Amendment No. 11 to the Credit Agreement, dated October 6, 2025, among Uniti Group Inc., as parent guarantor, Windstream Services, LLC, Uniti Group Finance 2019 Inc. and CSL Capital, LLC, as borrowers, the other guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative and collateral agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of October 6, 2025 (File No. 001-42779)).
10.15 Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of December 12, 2022 (File No. 001-36708)).
10.16 Bridge Loan and Security Agreement, dated as of February 23, 2024, by and among Uniti Fiber Bridge Borrower LLC, Uniti Fiber Bridge HoldCo LLC, the subsidiary guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent, collateral agent, account bank and verification agent, Barclays Bank PLC, as facility agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Old Uniti’s Current Report on Form 8-K dated and filed with the SEC as of February 26, 2024 (File No. 001-36708)).
10.17 Credit Agreement, dated as of September 21, 2020, by and among Windstream Services, LLC (previously known as Windstream Services II, LLC), Windstream Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.36 of the Company’s Registration Statement on Form S-4 dated and filed with the SEC as of February 7, 2025 (File No. 333-281068)).
10.18 Amendment No. 1 to the Credit Agreement, dated as of November 9, 2020, by and among Windstream Services, LLC (previously known as Windstream Services II, LLC), Windstream Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.37 of the Company’s Registration Statement on Form S-4 dated and filed with the SEC as of February 7, 2025 (File No. 333-281068)).
10.19 Amendment No. 2 to the Credit Agreement, dated as of November 23, 2022, by and among Windstream Services, LLC (previously known as Windstream Services II, LLC), Windstream Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.38 of the Company’s Registration Statement on Form S-4 dated and filed with the SEC as of February 7, 2025 (File No. 333-281068)).
10.20 Amendment No. 3 to the Credit Agreement, dated as of October 4, 2024, by and among Windstream Services, LLC (previously known as Windstream Services II, LLC), Windstream Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.39 of the Company’s Registration Statement on Form S-4 dated and filed with the SEC as of February 7, 2025 (File No. 333-281068)).
10.21 Joinder Agreement, dated as of August 4, 2025, among the Additional Guarantors (as defined therein) party thereto and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 4, 2025 (File No. 001-42779)).
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10.22 Amendment No. 4 to the Credit Agreement, dated October 6, 2025, by and among Windstream Services, LLC, as borrower, the other loan parties party thereto, the lenders and L/C issuers party thereto and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of October 6, 2025 (File No. 001-42779)).
10.23# Warrant Agreement between the Company and Equiniti Trust Company, LLC, dated August 1, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
10.24# Registration Rights Agreement by and among the Company, the Elliott Stockholders and the Other Stockholders, dated August 1, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
10.25# Stockholder Agreement by and among the Company and the Elliott Stockholders, dated August 1, 2025 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
10.26# Stockholder Agreement by and among the Company and the Other Stockholders, dated August 1, 2025 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
10.27 Class A-1-V Note Purchase Agreement, dated October 24, 2025, among Uniti Fiber ABS Issuer LLC, Uniti Fiber TRS Issuer LLC, Uniti Fiber GulfCo LLC and Uniti Fiber TRS AssetCo LLC, Uniti Fiber Holdings Inc., as manager, certain conduit investors, financial institutions and funding agents, Barclays Capital Inc., as letter of credit provider, and Barclays Bank PLC, as the administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated as of October 24, 2025 and filed with the SEC as of October 27, 2025 (File No. 001-42779)).
10.28 Class A-1-V Note Purchase Agreement, dated January 30, 2026, among Kinetic ABS Issuer LLC, the Asset Entities party thereto, Uniti Kinetic Fiber LLC, as manager, certain conduit investors, financial institutions and funding agents, Barclays Bank PLC, as letter of credit provider and as the administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated as of January 30, 2026 and filed with the SEC as of February 3, 2026 (File No. 001-42779)).
10.29+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
10.30+ Uniti Group Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
10.31+ Uniti Group Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
10.32+ Uniti Group Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8 dated and filed with the SEC as of August 1, 2025 (File No. 333-289200)).
10.33*+ Uniti Group Inc. Annual Short-Term Incentive Plan.
10.34+ Form of Severance Agreement (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
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10.35+ Employment Agreement between Uniti Group Inc. and Kenneth A. Gunderman, effective August 1, 2025 (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
10.36*+ Form of Restricted Shares Agreement for executive officers.
10.37+ Form of Performance-Based Restricted Stock Unit i Agreement for executive officers (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)).
10.38+ Form of Restricted Shares Agreement for non-employee directors (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K dated and filed with the SEC as of August 1, 2025 (File No. 001-42779)). ))
19* U niti Group Inc. Insider Trading Policy.
21.1* List of Subsidiaries of Uniti Group Inc.
23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2* Consent of KPMG LLP, independent registered public accounting firm
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97* Uniti Group Inc. Policy Regarding Repayment or Forfeiture of Certain Compensation by Executive Officers (“Clawback Policy”)
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
____________________
* Filed herewith.
+ Constitutes a management contract or compensation plan or arrangement.
# Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request.
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Uniti Group Inc.
Schedule I – Condensed Financial Information of
The Registrant (Parent Company)
Condensed Balance Sheets
(Millions, except par value) December 31, 2025 December 31, 2024
Assets:
Current assets:
Cash and cash equivalents $ — $ 0.9
Total current assets — 0.9
Investment in consolidated subsidiaries 393.6 —
Total assets $ 393.6 $ 0.9
Liabilities:
Current liabilities:
Accrued taxes $ 6.2 $ 6.5
Other current liabilities 3.7 0.7
Total current liabilities 9.9 7.2
Notes and other debt, net — 300.2
Deferred tax liability, net 3.4 —
Cash distributions and losses in excess of investments in consolidated subsidiaries — 2,145.9
Total liabilities 13.3 2,453.3
Shareholders' equity (deficit):
Preferred stock, $ 0.0001 par value, 0.6 million shares issued and outstanding at
December 31, 2025
— —
Old Uniti Preferred stock, $ 0.0001 par value, 50.0 million shares authorized, no shares
issued and outstanding at December 31, 2024
— —
Common stock, $ 0.0001 par value, 5,550.0 million shares authorized, 234.0 million shares
issued and outstanding at December 31, 2025 and 500.0 million shares authorized,
143.2 million shares issued and outstanding at December 31, 2024
— —
Additional paid-in capital 2,790.1 1,236.0
Accumulated other comprehensive loss ( 1.9 ) ( 0.6 )
Distributions in excess of accumulated earnings ( 2,407.9 ) ( 3,687.8 )
Total Uniti shareholders' equity (deficit) 380.3 ( 2,452.4 )
Total liabilities and shareholders' equity $ 393.6 $ 0.9
See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data.
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Uniti Group Inc.
Schedule I – Condensed Financial Information of
The Registrant (Parent Company)
Condensed Statements of Comprehensive Income (Loss)
Year Ended December 31,
(Millions) 2025 2024 2023
Costs and Expenses:
General and administrative expenses $ — $ 0.1 $ 0.1
Total costs and expenses — 0.1 0.1
Operating loss — ( 0.1 ) ( 0.1 )
Other expense, net ( 0.1 ) — —
Gain on settlement of preexisting relationships 499.1 — —
Earnings (loss) from consolidated subsidiaries 543.1 118.5 ( 57.8 )
Interest expense ( 14.5 ) ( 24.8 ) ( 24.6 )
Income (loss) before income taxes 1,027.6 93.6 ( 82.5 )
Income tax benefit (expense) 277.1 ( 0.2 ) 0.8
Net income (loss) attributable to shareholders 1,304.7 93.4 ( 81.7 )
Comprehensive income (loss) attributable to shareholders $ 1,303.4 $ 92.8 $ ( 81.7 )
See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data.
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Uniti Group Inc.
Schedule I – Condensed Financial Information of
The Registrant (Parent Company)
Condensed Statements of Cash Flows
Year Ended December 31,
(Millions) 2025 2024 2023
Cash flow from operating activities:
Net cash (used in) provided from operating activities $ ( 0.5 ) $ 108.3 $ 104.6
Cash flow from investing activities
Merger cash consideration paid ( 370.7 ) — —
Net cash used in investing activities ( 370.7 ) — —
Cash flow from financing activities
Dividends paid — ( 108.5 ) ( 107.4 )
Intercompany transactions, net 372.0 1.4 1.4
Other ( 1.7 ) ( 0.9 ) ( 0.7 )
Net cash provided from (used in) financing activities 370.3 ( 108.0 ) ( 106.7 )
Net (decrease) increase in cash and cash equivalents ( 0.9 ) 0.3 ( 2.1 )
Cash and cash equivalents at beginning of period 0.9 0.6 2.7
Cash and cash equivalents at end of period $ — $ 0.9 $ 0.6
See notes to Consolidated Financial Statements of Uniti Group Inc. included in Financial Statements and Supplementary Data.
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Uniti Group Inc.
Schedule I – Condensed Financial Information of
The Registrant (Parent Company)
Notes to Condensed Financial Statements
Note 1. Background and Basis of Presentation
Uniti Group Inc.’s ("Uniti" or "the Company") parent company financial information should be read in conjunction with the annual consolidated financial statements and notes of Uniti and its subsidiaries included in Item 8. "Financial Statements and Supplementary Data" in this Annual Report on Form 10-K. The Company 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 in Note 2 below).
Prior to the Merger, Uniti Group LLC (f/k/a Uniti Group Inc.) (“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 operated through a customary “up-REIT” structure, pursuant to which it held substantially all of its assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”) that Old Uniti controlled as general partner. The up-REIT structure was intended to facilitate future acquisition opportunities by providing Old Uniti with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of August 1, 2025, Old Uniti was the sole general partner of the Operating Partnership and owned 100.0 % of the partnership interests in the Operating Partnership.
Similar to Old Uniti, the Company has no material assets or operations other than its 100.0% ownership in its consolidated subsidiaries. Following the Merger, the Company has no debt obligations. For periods prior to the Merger, notes and other debt, net consisted of the 7.50 % convertible notes due on December 1, 2027, for which Old Uniti was the primary obligor. Interest expense associated with the convertible debt has been presented in the condensed statements of comprehensive income (loss) for the periods January 1, 2025 to July 31, 2025 and for the years ended December 31, 2024 and 2023. Upon conversion, the issuance of common stock will be reflected in the equity of the Company.
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 was treated as the accounting acquirer, financial information for periods prior to the Merger reflect the historical activity of Old Uniti.
For periods prior to the Merger, as a REIT, Old Uniti presented an unclassified balance sheet, and following the Merger, the Company has presented a classified balance sheet. Accordingly, the consolidated balance sheet as of December 31, 2024 has been reclassified to present current assets and current liabilities separate and apart from noncurrent assets and liabilities; These reclassifications had no effect on previously reported total assets, total liabilities and total shareholders’ deficit as of December 31, 2024.
Note 2. 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, the Company, 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.
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 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.
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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 Common Stock representing approximately 35.42 % of the outstanding shares of Common Stock, (ii) approximately 0.6 million shares of non-voting preferred stock of the Company (“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 Common Stock, with an exercise price of $ 0.01 per share (“Warrants”), representing approximately 6.9 % of the outstanding 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”).
Note 3. Settlement of Preexisting Relationships
Prior to completion of the Merger, Old Uniti and Windstream had several preexisting relationships primarily comprised of (i) two structurally similar long-term exclusive triple-net lease agreements (collectively, the “Windstream Leases”),(ii) an asset purchase agreement, pursuant to which Old Uniti paid Windstream in exchange for exclusive rights to use certain fiber strand miles leased by Windstream, certain fiber assets (and underlying rights) owned by Windstream, dark fiber IRU arrangements relating to the fiber strand miles and fiber assets, and a 20-year IRU for certain strands included in the transferred fiber assets that Uniti granted to Windstream (the “Asset Purchase Agreement”), and (iii) various other leasing and supplier arrangements between Old Uniti and Windstream.
Upon consummation of the Merger, all historical preexisting relationships between Old Uniti and Windstream were considered effectively settled for accounting purposes and the related transactions and balances became intercompany transactions eliminated in the preparation of the Company’s post-Merger consolidated financial statements. To the extent the settled preexisting contractual arrangement was deemed favorable or unfavorable from the perspective of Old Uniti, the fair value of the off-market component was included in total merger consideration. As of the Merger date, the Windstream Leases were deemed to be above market from the perspective of Old Uniti and the fair value of the off-market component was estimated to be $ 559.0 million based on the remaining contractual lease payments and current market rates. Conversely, the Asset Purchase Agreement was deemed to be unfavorable from the perspective of Old Uniti and the fair value of the off-market component was estimated to be $( 60.0 ) million based on the estimated remaining value of the upfront payment of the IRU contract. The other leasing and supplier agreements were determined to be at market, and therefore, were effectively settled at the historical carrying value, which had a $ 0.1 million impact on total merger consideration.
In connection with the settlement of the preexisting relationships, the Company recognized a pretax nonrecurring gain of $ 499.1 million equal to the portion of the total merger consideration assigned to the settlement of preexisting relationships discussed above.
Note 4. Dividends
No cash dividends were received from subsidiaries during the year ended December 31, 2025. Cash dividends received from subsidiaries and recorded in cash flow from operating activities in the condensed statement of cash flows were $ 106.7 million and $ 106.4 million for the years ended December 31, 2024 and 2023, respectively.
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Uniti Group Inc.
Schedule II – Valuation and Qualifying Accounts
(Millions)
Column A Column B Column C Column D Column E
Additions
Description Balance as
of Beginning
of Period Charged to
Cost and
Expenses Charged to
Other
Accounts (a)
Deductions Balance as
of End
of Period
Allowance for credit losses:
Year Ended December 31, 2025 $ 2.5 $ 15.9 $ — $ ( 5.8 ) $ 12.6
Year Ended December 31, 2024 $ 3.2 $ 1.1 $ — $ ( 1.8 ) $ 2.5
Year Ended December 31, 2023 $ 2.9 $ 1.3 $ — $ ( 1.0 ) $ 3.2
Valuation allowance for deferred tax assets:
Year Ended December 31, 2025 $ — $ 625.2 $ 13.1 $ — $ 638.3
(a) Valuation allowance for deferred taxes was established through goodwill related to expected realization of net operating losses and credits assumed in the acquisition of Windstream.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .
UNITI GROUP INC.
Date: March 2, 2026
By: /s/ Kenneth A. Gunderman
Kenneth A. Gunderman
President & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name Title Date
/s/ Kenneth A. Gunderman Director, President & Chief Executive Officer March 2, 2026
Kenneth A. Gunderman (Principal Executive Officer)
/s/ Paul E. Bullington Senior Executive Vice President – Chief Financial Officer & Treasurer March 2, 2026
Paul E. Bullington (Principal Financial Officer)
/s/ Travis T. Black Senior Vice President & Chief Accounting Officer March 2, 2026
Travis T. Black (Principal Accounting Officer)
/s/ Francis X. Frantz Chairman and Director March 2, 2026
Francis X. Frantz
/s/ Scott G. Bruce Director March 2, 2026
Scott G. Bruce
/s/ Randy Dunbar Director March 2, 2026
Randy Dunbar
/s/ Mary McLaughlin Director March 2, 2026
Mary McLaughlin
/s/ Joe Natale Director March 2, 2026
Joe Natale
/s/ Carmen Perez-Carlton Director March 2, 2026
Carmen Perez-Carlton
/s/ Paul Sunu Director March 2, 2026
Paul Sunu
/s/ Harold Zeitz Director March 2, 2026
Harold Zeitz
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