What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-07 · 497 added, 880 removed, 673 unchanged (67% of the section changed)

1 unchanged sentence

Uniti Group Inc.

Condensed Consolidated Statements of Income

Condensed Consolidated Statements of Operations

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions, except per share data) 2026 2025

10 unchanged sentences

Depreciation and amortization 289.8 79.7

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

Transaction related and other costs 30.1 7.8

Total costs and expenses 876.6 148.2

Operating (loss) income ( 42.6 ) 137.3 248.1 439.4

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

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

Operating income 110.9 145.7

Other income, net 6.5 —

Gain (loss) on extinguishment of debt 1.2 ( 8.5 )

Interest expense, net ( 188.3 ) ( 129.5 )

Income before income taxes 1,474.4 6.3 1,465.2 58.0

Income tax benefit 134.5 5.9 145.2 13.8

Net income 1,608.9 12.2 1,610.4 71.8

(Loss) income before income taxes ( 69.7 ) 7.7

Income tax (expense) benefit ( 0.6 ) 4.5

Net (loss) income ( 70.3 ) 12.2

Participating securities’ share in earnings — ( 0.3 )

Dividends declared on preferred stock ( 15.5 ) —

Net income attributable to common shareholders $ 1,563.6 $ 11.9 $ 1,559.2 $ 70.3

Earnings per common share:

Net (loss) income attributable to common shareholders $ ( 85.8 ) $ 11.9

(Loss) income earnings per common share:

Basic ($ 0.34 ) $ 0.08

Diluted ($ 0.34 ) $ 0.08

Weighted-average number of common shares

Weighted-average number of common shares outstanding:

Basic 252.1 143.5

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Uniti Group Inc.

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Statements of Comprehensive (Loss) Income

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2026 2025

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

Other comprehensive income (loss):

Net (loss) income $ ( 70.3 ) $ 12.2

Other comprehensive income:

Interest rate cap:

2 unchanged sentences

Change in interest rate cap — 0.1

Interest rate swap:

Unrealized loss in the period ( 1.4 ) — ( 1.4 ) —

Designated interest rate swaps:

Unrealized gain in the period 7.9 —

Net realized gain reclassified into interest expense ( 1.6 ) —

( 1.7 ) — ( 1.7 ) —

Income tax benefit 0.4 — 0.4 —

Change in interest rate swap ( 1.3 ) — ( 1.3 ) —

Other comprehensive loss ( 1.1 ) ( 0.9 ) ( 0.7 ) ( 0.8 )

Comprehensive income $ 1,607.8 $ 11.3 $ 1,609.7 $ 71.0

De-designated interest rate swaps:

Amortization of net unrealized gain into interest expense ( 0.1 ) —

Change in interest rate swaps 6.2 —

Other comprehensive income 6.2 0.1

Comprehensive (loss) income $ ( 64.1 ) $ 12.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Balance Sheets

(Millions, except par value) September 30,

(Millions, except par value) March 31,

2026 December 31,

3 unchanged sentences

Accounts receivable, net 317.0 359.0

Inventories 43.8 44.0

Prepaid expenses 145.6 137.6

5 unchanged sentences

Operating lease right-of-use assets, net 495.6 516.6

Deferred income tax assets, net — 128.0

Other assets 117.7 95.6

Total assets $ 13,111.4 $ 12,036.7

Liabilities and shareholders' equity (deficit):

Liabilities and shareholders' equity

Current liabilities:

Current portion of notes and other debt $ 10.0 $ 10.0

Accounts payable 187.3 171.5

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Commitments and contingencies (Note 13)

Shareholders' equity (deficit):

New Uniti Preferred Stock, $ 0.0001 par value, 0.6 million shares issued and

outstanding at September 30, 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 September 30, 2025 and 500.0 million shares

authorized, 143.2 million shares issued and outstanding at December 31, 2024

Shareholders' equity:

Preferred stock, $ 0.0001 par value, 0.6 million shares issued and

outstanding at March 31, 2026 and December 31, 2025

Common stock, $ 0.0001 par value, 5,550.0 million shares authorized,

235.0 million and 234.0 million issued and outstanding at March 31, 2026

and December 31, 2025, respectively

Additional paid-in capital 2,809.1 2,790.1

Accumulated other comprehensive loss ( 1.3 ) ( 0.6 )

Distributions in excess of accumulated earnings ( 2,086.6 ) ( 3,687.8 )

Total Uniti shareholders' equity (deficit) 680.7 ( 2,452.4 )

Accumulated other comprehensive income (loss) 4.3 ( 1.9 )

Accumulated deficit ( 2,493.7 ) ( 2,407.9 )

Total Uniti shareholders' equity 319.7 380.3

Noncontrolling interests — 0.1

Total shareholders' equity (deficit) 680.8 ( 2,451.9 )

Total liabilities and shareholders' equity (deficit) $ 12,079.2 $ 5,282.1

Total shareholders' equity 319.7 380.4

Total liabilities and shareholders' equity $ 13,111.4 $ 12,036.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

(Millions) 2026 2025

Cash flows from operating activities:

Net income $ 1,610.4 $ 71.8

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 70.3 ) $ 12.2

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 289.8 79.7

Amortization of deferred financing costs, debt discount and premium 0.7 5.5

Loss on extinguishment of debt 40.5 —

(Gain) loss on extinguishment of debt ( 1.2 ) 8.5

Deferred income taxes 0.2 ( 4.9 )

1 unchanged sentence

Stock-based compensation 7.6 3.8

Gain on sale of operating assets — ( 19.0 )

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

Provision for estimated credit losses 9.1 0.4

2 unchanged sentences

Accounts receivable 32.3 7.2

Inventories ( 13.8 ) —

Prepaid expenses ( 8.0 ) ( 0.7 )

13 unchanged sentences

Capital expenditures ( 349.2 ) ( 208.1 )

Merger cash consideration paid, net of cash acquired ( 229.5 ) —

Capital expenditures funded by government grants ( 22.6 ) —

Grant funds received for broadband expansion 6.2 —

Proceeds from sale of equipment 3.6 0.6

Proceeds from sale of IPv4 addresses 3.1 —

Proceeds from sale of operating assets — 40.0

Proceeds from sale of unconsolidated entity — 40.0

Proceeds from sale of assets 3.1 0.4

Net cash used in investing activities ( 362.5 ) ( 207.7 )

2 unchanged sentences

Repayments of debt ( 927.5 ) ( 440.0 )

Dividends paid — ( 108.5 )

Payments of settlement obligation — ( 24.5 )

8 unchanged sentences

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

For the three months ended September 30, 2025

(Millions, except per share amounts) New Uniti

Preferred Stock Old Uniti

Preferred Stock Common Stock Additional Paid-in

Capital Accumulated Other

For the three months ended March 31, 2026

(Millions) Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Loss Distributions in

Earnings Noncontrolling

Interests Total Shareholders'

Shares Amount Shares Amount Shares Amount

Balance at June 30, 2025 — $ — — $ — 143.9 $ — $ 1,241.5 $ ( 0.2 ) $ ( 3,685.6 ) $ 0.2 $ ( 2,444.1 )

Net income — — — — — — — — 1,608.9 — 1,608.9

Other comprehensive loss — — — — — — — ( 1.1 ) — — ( 1.1 )

Issuance of New Uniti Preferred Stock in the Merger 0.6 — — — — — 630.4 — — — 630.4

Issuance of New Uniti Common Stock in the Merger — — — — 90.1 — 733.7 — — — 733.7

Issuance of New Uniti Warrants in the Merger — — — — — — 142.7 — — — 142.7

Income (Loss) Accumulated

Deficit Noncontrolling

Interests Total

Shareholders'

Shares Amount Shares Amount

Balance at December 31, 2025 0.6 $ — 234.0 $ — $ 2,790.1 $ ( 1.9 ) $ ( 2,407.9 ) $ 0.1 $ 380.4

Net loss — — — — — — ( 70.3 ) — ( 70.3 )

Other comprehensive income — — — — — 6.2 — — 6.2

Preferred stock dividend — — — — 15.5 — ( 15.5 ) — —

Payments related to tax withholding for stock-based compensation

Stock-based compensation — — — — — — 10.1 — — — 10.1

Other, net — — — — — — 0.3 — — ( 0.1 ) 0.2

September 30, 2025 0.6 $ — — $ — 234.0 $ — $ 2,768.6 $ ( 1.3 ) $ ( 2,086.6 ) $ 0.1 $ 680.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

Uniti Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

For the nine months ended September 30, 2025

(Millions, except per share amounts) New Uniti Preferred Stock Old Uniti Preferred Stock Common Stock Additional Paid-in

Capital Accumulated Other

Comprehensive

Loss Distributions in

Earnings Noncontrolling

Interests Total Shareholders'

Shares Amount Shares Amount Shares Amount

December 31, 2024 — $ — — $ — 143.2 $ — $ 1,236.0 $ ( 0.6 ) $ ( 3,687.8 ) $ 0.5 $ ( 2,451.9 )

Net income — — — — — — — — 1,610.4 — 1,610.4

Other comprehensive loss — — — — — — — ( 0.7 ) — — ( 0.7 )

Exchange of noncontrolling interest — — — — — — 0.2 — — ( 0.3 ) ( 0.1 )

Issuance of New Uniti Preferred Stock in the Merger 0.6 — — — — — 630.4 — — — 630.4

Issuance of New Uniti Common Stock

in the Merger

— — — — ( 4.2 ) — — — ( 4.2 )

Issuance of New Uniti Warrants in the Merger

— — — — — — 142.7 — — — 142.7

Preferred stock dividend — — — — — — 9.9 — ( 9.9 ) — —

Payments related to tax withholding for stock-based compensation — — — — — — ( 2.3 ) — — — ( 2.3 )

Stock-based compensation — — 1.0 — 7.6 — — — 7.6

Other, net — — — — 0.1 — — ( 0.1 ) —

September 30, 2025 0.6 $ — — $ — 234.0 $ — $ 2,768.6 $ ( 1.3 ) $ ( 2,086.6 ) $ 0.1 $ 680.8

Balance at March 31, 2026 0.6 $ — 235.0 $ — $ 2,809.1 $ 4.3 $ ( 2,493.7 ) $ — $ 319.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

For the three months ended September 30, 2024

(Millions, except per share amounts) Old Uniti

Preferred Stock Common Stock Additional Paid-in

Capital Accumulated Other

Comprehensive

Loss Distributions in

Earnings Noncontrolling

Interests Total Shareholders'

Shares Amount Shares Amount

Balance at June 30, 2024 — $ — 143.1 $ — $ 1,228.5 $ 0.1 $ ( 3,722.0 ) $ 1.0 $ ( 2,492.4 )

Net income — — — — — — 12.2 — 12.2

Other comprehensive loss — — — — — ( 0.9 ) — — ( 0.9 )

Performance award dividend — — — — — — 1.1 — 1.1

Stock-based compensation — — — — 3.4 — — — 3.4

Issuance of common stock - employee stock purchase plan — — 0.1 — 0.3 — — — 0.3

Balance at September 30, 2024 — $ — 143.2 $ — $ 1,232.2 $ ( 0.8 ) $ ( 3,708.7 ) $ 1.0 $ ( 2,476.3 )

For the nine months ended September 30, 2024

(Millions, except per share amounts) Old Uniti

Preferred Stock Common Stock Additional Paid-in

Capital Accumulated Other

For the three months ended March 31, 2025

(Millions) Old Uniti

Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Loss Distributions in

Earnings Noncontrolling

Interests Total Shareholders'

Loss Accumulated

Deficit Noncontrolling

Interests Total

Shareholders'

Shares Amount Shares Amount

1 unchanged sentence

Net income — — — — — — 12.2 — 12.2

Other comprehensive loss — — — — — ( 0.8 ) — — ( 0.8 )

Common stock dividends declared

($ 0.50 per share)

— — — — — — ( 72.3 ) — ( 72.3 )

Other comprehensive income — — — — — 0.1 — — 0.1

Performance award dividend — — — — — — 0.4 — 0.4

Exchange of noncontrolling interest — — — — 0.2 — — ( 0.3 ) ( 0.1 )

2 unchanged sentences

Issuance of common stock - employee stock purchase plan — — 0.1 — 0.3 — — — 0.3

Balance at September 30, 2024 — $ — 143.2 $ — $ 1,232.2 $ ( 0.8 ) $ ( 3,708.7 ) $ 1.0 $ ( 2,476.3 )

Balance at March 31, 2025 — $ — 143.8 $ — $ 1,238.0 $ ( 0.5 ) $ ( 3,675.2 ) $ 0.2 $ ( 2,437.5 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Organization and Description of Business:

Uniti Group Inc.

Organizational Structure – 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.

The Company serves more than 1.0 million customers, including 564,000 residential fiber customers, with a network that includes 1.9 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 wave 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:

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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.

(“New Uniti”), and New Windstream Merger Sub, LLC, an indirect wholly owned subsidiary of Windstream (“Merger Sub”), Old Uniti and Windstream completed the following transactions:

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.

1 unchanged sentence

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 seven th and eight h 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.

The common stock of the Company (“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 immediately prior to the effective time of the Merger 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.

Immediately following the consummation of the Merger (the “Closing”), Old Uniti’s and Windstream’s pre-Closing 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 Common Stock referenced below.

Historical share and per share data of Old Uniti has been retrospectively adjusted to reflect the exchange ratio for all periods presented.

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 % during each of the seven th and eight h years 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”).

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 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.

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 for additional information regarding the Merger.

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

As further discussed in Note 5 , on August 4, 2025, the Company completed a post-closing reorganization, which combined Windstream’s and Old Uniti’s debt into a single silo capital structure.

Basis of Presentation and Summary of Significant Accounting Policies:

Preparation of Condensed Consolidated Financial Statements:

Basis of Presentation – The accompanying condensed consolidated financial statements include all accounts of the Company and its wholly owned and/or controlled subsidiaries.

All material intercompany balances and transactions have been eliminated.

The Company also consolidates (“variable interest entities” or “VIEs”) in instances in which it is deemed to be the primary beneficiary.

The Company also consolidates variable interest entities (“VIEs”) in instances in which it is deemed to be the primary beneficiary.

For periods prior to the Merger, the Operating Partnership was considered a VIE, because Old Uniti was deemed to be the primary beneficiary as it had both the power to direct the activities that, when taken together, most significantly impacted the Operating Partnership’s performance;

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Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

The accompanying unaudited condensed consolidated balance sheet as of December 31, 2024 was derived from audited financial statements but does not include all disclosures required by GAAP.

The accompanying unaudited consolidated balance sheet as of December 31, 2025 was derived from audited financial statements but does not include all disclosures required by GAAP.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included.

Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year.

The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in Old Uniti’s Annual Report on Form 10-K filed with the 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”).

Accounting for 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.

Old Uniti was determined to be the accounting acquirer based on the following factors:

(1) Old Uniti’s existing stockholders held the majority voting interest (approximately 62 %) in Uniti immediately following the consummation of the Merger;

(2) Old Uniti’s existing five -member board of directors was appointed to and comprises the majority of the nine -member board of Uniti;

(3) Uniti’s senior management is comprised of Old Uniti’s senior management, including President and Chief Executive Officer, Senior Vice President and Chief Financial Officer and Executive Vice President – General Counsel and Secretary;

and (4) Old Uniti was the entity that transferred cash to effect the Merger.

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.

See Note 3 for additional information related to the Merger.

As previously discussed in Note 1 , each outstanding share of Old Uniti common stock was converted into the right to receive 0.6029 shares of New Uniti Common Stock pursuant to the exchange ratio set forth in the Merger Agreement.

Historical share and per share data of Old Uniti has been retrospectively adjusted to reflect the exchange ratio for all periods presented.

Accounting Policy Changes – In connection with the Merger, effective August 1, 2025, the Company changed its historical method for depreciating certain property, plant and equipment Old Uniti had acquired from Windstream in the 2015 spin-off transaction from a group composite method to computing depreciation expense using the straight-line method over the estimated useful lives of the related assets.

The change is considered preferable because the straight-line method more accurately reflects the pattern of usage and the expected benefits of such assets and provides greater consistency with the depreciation methods used by other companies in the telecommunications industry.

This change in depreciation method represented a change in accounting estimate effected by a change in accounting principle and accordingly was accounted for prospectively in accordance with authoritative guidance.

The effect of the change to the straight-line method for computing depreciation expense resulted in an increase of $ 7.1 million in depreciation expense, a $ 6.4 million decrease in net income, and decreases in basic and diluted earnings per share of $ 0.03 and $ 0.02 per share, respectively, for the three months ended September 30, 2025.

As a result of the Merger, Uniti 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 include allowance for credit losses, prepaid expenses, other current assets, indefinite-lived intangible assets, revenue recognition, government assistance, pension benefits, and intercarrier billing disputes.

These significant accounting policies are further discussed below.

Reclassifications – 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 and to combine or further disaggregate certain balance sheet line items.

The changes included (1) reclassifying to prepaid expenses $ 16.2 million and to other current assets $ 18.1 million, which were previously included in other assets;

(2) reclassifying the previously reported straight-line revenue receivable of $ 108.9 million to other current assets for the current portion of $ 10.5 million and to other assets for the noncurrent portion of $ 98.4 million;

(3) reclassifying to accounts payable $ 13.6 million and to accrued taxes $ 7.1 million, which were previously included within accounts payable, accrued expenses and other liabilities, net;

(4) reclassifying to other current liabilities the previously reported settlement payable of $ 71.8 million, dividends payable of $ 0.6 million, current portion of finance lease obligations of $ 2.7 million, and $ 43.8 million previously included within accounts payable, accrued expenses and other liabilities, net;

and (5) reclassifying to other noncurrent liabilities the previously reported intangibles liabilities, net of $ 145.7 million, noncurrent portion of finance lease obligations of $ 14.5 million and $ 25.2 million previously included within accounts payable, accrued expenses and other liabilities, net.

These reclassifications had no effect on previously reported total assets, total liabilities and total shareholders’ deficit as of December 31, 2024.

In addition, the prior period condensed consolidated statements of income have been reclassified to present sales revenues separate and apart from service revenues, disaggregate operating expenses into cost of services and cost of sales and to present an operating income subtotal.

These reclassifications did not impact previously reported net income or comprehensive income for the three and nine months ended September 30, 2024.

Finally, the prior period condensed consolidated statements of cash flows and condensed consolidated statements of shareholders’ deficit were reclassified to combine or further disaggregate certain financial statement line items.

These reclassifications did not impact previously reported net cash provided from operating activities, net cash used in investing activities, net cash provided from financing activities or net decrease in cash, restricted cash and cash equivalents for the nine months ended September 30, 2024, nor change previously reported total shareholders’ deficit for the three and nine months ended September 30, 2024.

Restricted Cash and Cash Equivalents – Restricted cash and cash equivalents represent funds that are restricted for an obligation under the ABS Loan Facility (as defined in Note 5 ) to maintain six months of interest on the Class A and Class B notes and three months of interest on the Class C notes and for other expenses.

In addition, deposits held as security for indebtedness under Windstream’s corporate purchase card program are not available for use and have been presented as restricted cash as of September 30, 2025 .

The accompanying consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K filed with the SEC on March 2, 2026.

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

Reclassifications – To conform to the current year presentation, the prior period condensed consolidated statement of income of Old Uniti was reclassified to (1) present sales revenues separate and apart from service revenues, (2) disaggregate operating expenses into cost of services and cost of sales, (3) present an operating income subtotal and (4) present loss on extinguishment of debt separate and apart from interest expense, net.

These reclassifications did not impact previously reported net income or comprehensive income for the three months ended March 31, 2025.

In addition, the prior period condensed consolidated statement of cash flows of Old Uniti was reclassified to combine or further disaggregate certain financial statement line items.

Finally, the prior period condensed consolidated statement of shareholders’ deficit of Old Uniti was reclassified to combine amounts attributable to noncontrolling interests and to rename “Distributions in Excess of Accumulated Earnings” to “Accumulated Deficit”.

These changes did not impact previously reported total shareholders’ deficit for the three months ended March 31, 2025.

Restricted Cash – Restricted cash represents funds that are restricted for obligations under the ABS and Kinetic ABS facilities to maintain six months of interest on the Class A and Class B notes and three months of interest on the Class C notes and for other expenses.

In addition, deposits held as security for indebtedness under Windstream’s corporate purchase card program are not available for use and have been presented as restricted cash as of March 31, 2026.

Settlement Obligation – Prior to the Merger, in accordance with the terms of the settlement agreement with Windstream, Old Uniti was obligated to make up to $ 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).

During January, April and July of 2025, Old Uniti made the final three quarterly cash installment payments due to Windstream under the settlement agreement of $ 24.5 million per quarter, or a total of $ 73.5 million .

As of July 31, 2025, Old Uniti had made cumulative payments to Windstream totaling $ 484.9 million over the duration of the settlement agreement.

Lessor Arrangements – Certain service offerings to customers include equipment leases.

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These leases meet the criteria for operating lease classification.

Operating lease income was $ 124.5 million and $ 597.0 million for the three and nine months ended September 30, 2025 , respectively, as compared to $ 230.9 million and $ 688.4 million for the three and nine months ended September 30, 2024 , respectively.

Operating lease income is included in service revenues in the condensed consolidated statements of income.

Operating lease income was $ 78.9 million and $ 234.4 million for the three months ended March 31, 2026 and 2025 , respectively.

Operating lease income is included in service revenues in the condensed consolidated statements of operations.

Periodically, the Company enters into indefeasible right of use (“IRU”) arrangements that grant exclusive access to and unrestricted use of specific dark fiber assets and for which the terms of the arrangements are for a major part of the assets’ remaining economic life.

These IRU arrangements meet the criteria for sales-type lease classification.

During the three and nine months ended September 30, 2025, the Company recognized sales revenue of $ 13.6 million and $ 16.3 million, cost of sales of $ 7.8 million and $ 8.4 million and gross profit of $ 5.8 million and $ 7.9 million, respectively, related to IRU arrangements.

During both the three and nine months ended September 30, 2024, the Company recognized sales revenue of $ 3.0 million, cost of sales of $ 0.1 million and gross profit of $ 2.9 million related to IRU arrangements.

Allowance for Credit Losses – Management estimates credit losses for trade receivables by aggregating similar customer types together to calculate expected default rates based on historical losses as a percentage of total aged receivables.

These rates are then applied, on a monthly basis, to the outstanding balances staged by customer.

In addition to continued evaluation of historical losses, forward-looking information and forecasts should be considered in determining credit loss estimates.

Our current forecast methodology assesses historical trends to project future losses and is not forward-looking for potential economic factors that would change the credit loss model.

Therefore, historical trends continue to be the most accurate expectation of future losses as the Company has defined rules around customers who can establish service.

Our revenue and associated accounts receivable are based upon a recurring revenue structure whereby customers are billed in advance of service being provided over the ensuing 30 days and there is little month-to-month volatility in the composition of the customer base across all segments.

Management is actively monitoring current economic conditions, including the impacts of inflation on our customers and their associated accounts receivable balances in order to adjust the allowance for credit losses accordingly.

To date, no material risk has been identified;

however, management will continue to monitor and make adjustments, as necessary.

Prepaid Expenses – Prepaid expenses primarily consist of prepaid services, rent, insurance, taxes, maintenance contracts, refundable deposits, and the current portion of deferred contract costs recorded in accounting for revenue from contracts with customers.

Prepayments are expensed on a straight-line basis over the corresponding life of the underlying agreements.

Other Current Assets – Other current assets primarily consist of receivables related to federal and state broadband grant programs (see “Government Assistance” below), contract assets recorded in accounting for revenue from contracts with customers (see Note 8 ), and inventories.

Inventories include finished goods consisting of network and other equipment to be sold to customers and materials and supplies used for maintenance and repairs.

Inventories are stated at the lower of cost or net realizable value.

Cost is determined using either an average original cost or specific identification method of valuation.

Indefinite-Lived Intangible Assets – Indefinite-lived intangible assets consist of spectrum licenses that provide the exclusive right to utilize designated radio frequency spectrum to provide telecommunication services.

The spectrum licenses were purchased in the 3.5, 24, 28, and 37 gigahertz (“GHz”) airwave auctions conducted by the Federal Communications Commission (“FCC”) in 2020 and 2019.

The spectrum licenses have an initial term of 10 years and are subject to renewal by the FCC.

Currently, there are no legal, regulatory, contractual, competitive, economic or other factors that would limit the useful life of the spectrum licenses.

Management evaluates the useful life determination for the spectrum licenses each year to determine whether events and circumstances continue to support an indefinite useful life.

Indefinite-lived intangible assets are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Government Assistance – The Company receives federal and state governmental assistance in the form of subsidies and grants for either the construction of long-lived assets used in providing broadband service or to help offset the high cost of providing service to rural markets.

In absence of specific GAAP related to the accounting for government grants applicable to for-profit entities, the Company considered the application of other authoritative accounting guidance by analogy and concluded that International Accounting Standard 20 – Accounting for Government Grants and Disclosures of Government Assistance (“IAS 20”) was the most appropriate authoritative guidance for recording and classifying federal and state governmental assistance received by the Company.

Under IAS 20, the accounting for government grants should be based on the nature of the expenditures which the grant is intended to compensate for and should be recognized when there is reasonable assurance that the Company has met the requirements of the applicable program and there is reasonable assurance that the funding will be received.

Grants that compensate the Company for the cost of acquiring or constructing long-lived assets are recognized as a reduction in the cost of the related assets.

If the Company receives the grant funding upfront in advance of completing the related construction project, the Company establishes a liability for the portion of the grant funds received but not yet spent.

The liability is then relieved on a pro rata basis as construction occurs, and capital expenditures are incurred.

Conversely, if the Company incurs capital expenditures before receiving the grant funds, the Company records a receivable equal to the amount of capital expenditures incurred to be funded by the grant.

Included in other current assets were $ 107.5 million as of September 30, 2025.

There was no grant receivable outstanding as of December 31, 2024.

Revenue Recognition – As a result of the Merger and the newly acquired Windstream consumer, business and wholesale operations, th e Company expanded its products and service offerings to include a variety of communication and connectivity services for consumer and business customers including other carriers that use our facilities to provide services to their customers, as well as professional and integrated managed services provided to large enterprises and government customers.

These revenues are accounted for under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

In addition to revenues earned from leasing arrangements, revenues that are not accounted for under ASC 606 now also include amounts earned from federal and state Universal Service Fund (“USF”) programs and other regulatory-related sources and activities.

A contract’s transaction price, considering discounts given for bundled purchases and promotional credits, is allocated to each distinct performance obligation, a promise in a contract to transfer a distinct good or service to the customer, and recognized as revenue when, or as, the performance obligation is satisfied.

While the majority of our contracts have multiple performance obligations, the revenue recognition pattern is generally not impacted by the allocation since the performance obligations are generally satisfied over the same period of time.

When the method and timing of transfer and performance risk are the same, services are deemed to be highly interdependent.

Highly interdependent, indistinct services are combined into a single performance obligation.

Although each month of services promised is a separate performance obligation, the series of monthly service performance obligations promised over the course of the contract is deemed to be a single performance obligation for purposes of the allocation.

Certain contracts include discounts and promotional credits given to customers.

Discounts and promotional credits are included in the transaction price based on historical experience and anticipated performance.

For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation based on the relative standalone selling price of each performance obligation in the contract.

The standalone selling price is the estimated price the Company would charge for the good or service in a separate transaction with similar customers in similar circumstances.

Identifying distinct performance obligations and determining the standalone selling price for each performance obligation within a contract with multiple performance obligations requires management judgment.

Performance obligations are satisfied over time as services are rendered or at a point in time depending on our evaluation of when the customer obtains control of the promised goods.

Revenue is recognized when obligations under the terms of a contract with the customer are satisfied;

generally, this occurs when services are rendered or control of the communication products is transferred.

Service revenues are recognized over the period that the corresponding services are rendered to customers.

Revenues that are billed in advance include monthly recurring network access and data services, special access and monthly recurring voice, internet and other related charges.

Revenues derived from other telecommunications services, including interconnection, long-distance and enhanced services are recognized monthly as services are provided.

Telecommunications network maintenance revenue from indefeasible rights to use fiber optic network facility arrangements are generally recognized over the term of the related contract.

Sales of communications products including customer premise equipment and modems are recognized when products are delivered to and accepted by customers.

In determining whether installation is a separate performance obligation, management evaluates, among other factors, whether other performance obligations are highly dependent upon installation requiring significant integration or customization or whether a customer can benefit from the installation with other readily available resources.

In circumstances where customers can benefit from the installation with other readily available resources, installation is a separate performance obligation.

Installation revenue is recognized when the installation is complete.

In circumstances where other telecommunication service performance obligations are highly dependent upon installation, installation is not a separate purchase obligation, and accordingly, the installation fees are included in the transaction price allocated to and recognized with other telecommunication service performance obligations.

Fees assessed to customers for service activation are considered a material right in a month-to-month contract.

These service activation fees are deferred and recognized as service revenue on a straight-line basis over the estimated life of the customer.

Determining the estimated life of the customer requires management judgment.

The estimated life of customer relationships varies by customer type.

Wholesale customer lives are estimated based on the average number of months each individual circuit is active.

Business customer lives are based on average contract terms.

Residential customer lives are estimated based on average customer tenure.

In determining whether to include in revenues and expenses, the taxes and surcharges assessed and collected from customers and remitted to government authorities, including USF charges, sales, use, value added and excise taxes, management evaluates, among other factors, whether the Company is the primary obligor or principal tax payer for the fees and taxes assessed in each jurisdiction in which it operates.

In those jurisdictions for which the Company is the primary obligor, taxes and surcharges are recorded on a gross basis and included in revenues and costs of services and products.

In jurisdictions in which the Company functions as a collection agent for the government authority, taxes are recorded on a net basis and the amounts excluded from revenues and costs of services and products.

Pension Benefits – Changes in the fair value of plan assets and actuarial gains and losses due to actual experience differing from actuarial assumptions, are recognized as a component of net periodic pension expense in the fourth quarter in the year in which the gains and losses occur, and if applicable in any quarter in which an interim remeasurement is required.

The remaining components of net periodic pension income, primarily benefits earned, interest cost and expected return on plan assets, are recognized ratably on a quarterly basis.

See Notes 3 and 9 for additional information regarding actuarial assumptions, net periodic pension income, projected benefit obligation, plan assets, and future contributions.

Intercarrier Billing Disputes – The Company routinely disputes network access charges that are billed by other companies for access to their networks.

The Company has accrued amounts that it believes are adequate related to ongoing billing disputes.

The reserves are subject to changes in estimates and management judgment as new information becomes available.

Due to the length of time historically required to resolve these disputes, these matters may be resolved or require adjustment in future periods and relate to costs invoiced, accrued or paid in prior periods.

Amounts recorded for billing disputes were not material as of September 30, 2025 .

There were no reserves for billing disputes recorded as of December 31, 2024.

While management believes the reserves recorded for billing disputes are adequate, it is possible that future adjustments to these reserves could be recorded and such adjustments could be significant.

Gain on Sale of Operating Assets – The Company had previously acquired certain fiber assets from CableSouth Media, LLC (“CableSouth”) and leased back certain of those acquired assets to CableSouth pursuant to a triple-net lease agreement.

During the fourth quarter of 2023, the Company entered into an agreement with a fund managed by Macquarie Asset Management (“MAM”) pursuant to which MAM would make a structured equity investment into CableSouth in order to assist CableSouth in the acquisition of all of our previously acquired CableSouth fiber assets and the buyout of their triple-net lease for cash consideration of $ 40.0 million.

The Company completed the sale transaction on January 31, 2024, and recorded a $ 19.0 million pretax gain, which is included in our consolidated results of operations for the nine months ended September 30, 2024.

Exchanges of Noncontrolling Interests – The limited partnership interests in the Operating Partnership (commonly called “OP Units”), were exchangeable on a one -for-one basis for shares of common stock or, at our election, cash of equivalent value.

During the first quarter of 2025, the Company exchanged all remaining 14,722 OP Units held by third parties for cash consideration of $ 0.1 million.

During the nine months ended September 30, 2024, the Company exchanged 68,384 OP Units held by third parties, of which 53,662 OP Units were exchanged for an equal number of shares of common stock and 14,722 OP Units were purchased for cash consideration of $ 0.1 million.

During the three months ended March 31, 2026, the Company recognized sales revenue of $ 71.4 million, cost of sales of $ 1.9 million and gross profit of $ 69.5 million, related to IRU arrangements.

Comparatively, during the three months ended March 31, 2025, the Company recognized sales revenue of $ 2.7 million, cost of sales of $ 0.6 million and gross profit of $ 2.1 million related to IRU arrangements.

Income Taxes – In determining our quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on our expected annual income, statutory rates and tax planning opportunities.

Significant or unusual items are separately recognized in the quarter in which they occur.

For the three months ended March 31, 2026, we recorded income tax expense of $ 0.6 million resulting in an effective tax rate of ( 0.8 )%.

The effective tax rate differed from the statutory rate for the three months ended March 31, 2026 primarily due to the change in valuation allowance recorded against current year income and current state income tax.

For the three months ended March 31, 2025, we recorded income tax benefit of $ 4.5 million resulting in an effective tax rate of ( 58.7 )%.

The provision for income taxes differed from the statutory rate for the three months ended March 31, 2025 primarily due to the benefit of Old Uniti’s REIT status.

Supplemental Cash Flow Information – Supplemental cash flow information for the periods presented was as follows:

Nine Months Ended

September 30,

Three Months Ended

(Millions) 2026 2025

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Tenant capital improvements $ — $ 110.2

The noncash components of the total merger consideration are disclosed in Note 3 .

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Taxes – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”).

The standard intends to improve transparency about income tax information primarily through changes to the tax rate reconciliation and income taxes paid disclosures.

ASU 2023-09 will require entities on an annual basis to disclose a tabular rate reconciliation using both percentages and dollar amounts that include specific categories of reconciling items and to provide additional information for reconciling items that meet a specified quantitative threshold.

ASU 2023-09 also requires entities to disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions and for individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received).

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is January 1, 2025 for the Company, with early adoption permitted.

The amendments in ASU 2023-09 are to be applied on a prospective basis, although retrospective application is permitted.

The Company is currently in the process of evaluating the impacts of this guidance to the income tax disclosures included within its annual consolidated financial statements.

Recently Issued Accounting Pronouncements Effective in 2026

Credit Losses – In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic ASC 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

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Under this practical expedient, entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments in ASU 2025-05 become effective for fiscal years and for interim periods beginning after December 15, 2025, and early adoption is permitted.

The Company is currently assessing the effect of this update on our consolidated financial statements and related disclosures.

ASU 2025-05 was effective for fiscal years and for interim periods beginning after December 15, 2025.

The Company elected not to adopt the practical expedient and, accordingly, this standard had no impact to the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Government Assistance – In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic ASC 832) Accounting for Government Grants Received by Business Entities (“ASU 2025-10”).

ASU 2025-10 provides guidance on how business entities should recognize, measure, and present government grants received by prescribing an accounting model based on the main principles in IAS 20, defining a government grant as a transfer of a monetary or tangible nonmonetary asset, other than an exchange transaction, from a government to a business entity, providing a recognition threshold under which a grant is recognized when both (1) it is probable that the entity will comply with the grant’s conditions and that the grant will be received, and (2) the entity meets the specific recognition guidance for a grant related to an asset or a grant related to income.

Additionally, ASU 2025-10 leverages existing disclosure requirements in ASC 832 for annual periods.

The amendments in ASU 2025-10 are effective for fiscal years and for interim periods beginning after December 15, 2028, and early adoption is permitted.

We are currently assessing the effect of this update on our consolidated financial statements and related disclosures.

Disaggregation of Expenses – In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220) - Expense Disaggregation Disclosures (“ASU 2024-03”).

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2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting tor Internal-Use Software (“ASU 2025-06”) that updates the accounting guidance for internal-use software costs by removing references to prescriptive and sequential development stages of a project and replacing them with new criteria used in determining when to start capitalizing software costs.

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”) that updates the accounting guidance for internal-use software costs by removing references to prescriptive and sequential development stages of a project and replacing them with new criteria used in determining when to start capitalizing software costs.

Under the new guidance, capitalization begins when management authorizes and commits to funding the software project and it is probable the project will be completed, and the software will be used to perform the intended function.

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The Company is currently assessing the effect of this update on our consolidated financial statements and related disclosures.

Interim Reporting – In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

This ASU clarifies that the interim reporting requirements in Topic 270 apply to all entities that issue interim financial statements prepared in accordance with U.S.

GAAP and consolidates such requirements within Topic 270.

The amendments provide a comprehensive list within Topic 270 of required interim disclosures, establish a principle requiring disclosure of events or changes occurring after the end of the most recent annual reporting period that have a material impact on interim results and clarifies the form and content requirements applicable to interim financial statements.

The amendments in ASU 2025-11 are effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

This ASU can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating ASU 2025-11 to determine the impact it may have on our consolidated financial statements.

Merger and Purchase Price Allocation:

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As previously discussed in Note 1 , Old Uniti merged with Windstream on August 1, 2025.

The total merger consideration of $ 2,376.6 million was calculated based on the fair value of the consideration transferred, which included the fair value of New Uniti Common Stock, New Uniti Preferred Stock and New Uniti Warrants issued, the Merger Cash Consideration, and the effective settlement of preexisting relationships.

The total merger consideration of $ 2,376.6 million was calculated based on the fair value of the consideration transferred, which included the fair value of Common Stock, Preferred Stock and Warrants issued, the Merger Cash Consideration, and the effective settlement of preexisting relationships.

The calculation of merger consideration was as follows:

Fair value of New Uniti Common Stock issued in the Merger (a) $ 733.7

Fair value of New Uniti Preferred Stock issued in the Merger (b) 630.4

Fair value of New Uniti Warrants issued in the Merger (c) 142.7

Fair value of Common Stock issued in the Merger (a) $ 733.7

Fair value of Preferred Stock issued in the Merger (b) 630.4

Fair value of Warrants issued in the Merger (c) 142.7

Merger Cash Consideration 370.7

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Total merger consideration $ 2,376.6

(a) The fair value of 90,133,152 shares of New Uniti Common Stock issued to Windstream equityholders was based on Old Uniti’s closing stock price on August 1, 2025 of $ 8.14 .

(b) The fair value of 575,000 shares of New Uniti Preferred Stock issued to Windstream equityholders was determined using a Black-Derman-Toy lattice model incorporating the contractual terms of the New Uniti Preferred Stock, as well as the risk associated with the New Uniti Preferred Stock, which was accounted for through the risk free rate term structure and a credit risk adjusted spread of 4.5 %.

(c) The fair value of 17,558,406 New Uniti Warrants issued to Windstream equityholders was based on the intrinsic value of each warrant of $ 8.13 computed as the difference between the accounting acquirer’s closing stock price on August 1, 2025 and the exercise price of the warrant, which was deemed to be a reasonable proxy of the fair value of the New Uniti Warrants.

(a) The fair value of 90,133,152 shares of Common Stock issued to Windstream equityholders was based on Old Uniti’s closing stock price on August 1, 2025 of $ 8.14 .

(b) The fair value of 575,000 shares of Preferred Stock issued to Windstream equityholders was determined using a Black-Derman-Toy lattice model incorporating the contractual terms of the Preferred Stock, as well as the risk associated with the Preferred Stock, which was accounted for through the risk free rate term structure and a credit risk adjusted spread of 4.5 %.

(c) The fair value of 17,558,406 Warrants issued to Windstream equityholders was based on the intrinsic value of each warrant of $ 8.13 computed as the difference between the accounting acquirer’s closing stock price on August 1, 2025 and the exercise price of the warrant, which was deemed to be a reasonable proxy of the fair value of the Warrants.

(d) Represents the amount of total merger consideration attributable to the effective settlement of preexisting relationships as of August 1, 2025 between Old Uniti and Windstream, as further discussed below.

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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 $ 1,685.4 million during the third quarter of 2025.

The gain reflected the de-recognition of the associated assets and liabilities recorded by Old Uniti related to the Windstream Leases and Asset Purchase Agreement as of the Merger date plus the portion of the total merger consideration assigned to the settlement of preexisting relationships discussed above.

The derecognized liabilities consisted of deferred revenue of $ 1,166.8 million, intangible liabilities of $ 133.5 million, operating lease obligations of $ 11.4 million and accounts payable and other current liabilities totaling $ 3.6 million, and the derecognized assets consisted of accounts receivable and other current assets totaling $ 15.3 million, other assets, including the straight-line revenue receivable, of $ 88.2 million and operating lease right-of-use assets of $ 25.5 million.

Preliminary Purchase Price Allocation

The Merger was accounted for using the acquisition method of accounting, and accordingly, the total purchase price was allocated to the identifiable tangible and intangible assets acquired and liabilities assumed of Windstream based on their estimated fair values as of the Merger date, with the excess amount recorded as goodwill.

The allocation of the purchase price is preliminary and subject to change based on the finalization of the third-party appraisals to support the valuation of property, plant and equipment, intangible assets including goodwill and the related income tax impacts.

The determination of the fair value of assets and liabilities acquired, including property, plant and equipment, intangible assets and deferred taxes requires significant management judgment and the Company has not completed this analysis as of September 30, 2025.

Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities with the offset charged to goodwill.

The following table summarizes the preliminary allocation of the Merger consideration of the identifiable tangible and intangible assets acquired and liabilities assumed of Windstream with the excess recorded as goodwill:

(Millions) Preliminary Allocation

The following table summarizes the preliminary allocation of the Merger consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Windstream:

(Millions) Preliminary

Fair value of assets acquired:

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Prepaid expenses and other current assets 283.5

Property, plant and equipment (a) 3,545.7

Property, plant and equipment 3,531.0

Goodwill 1,001.1

Customer relationships (b) 750.0

IPv4 addresses (c) 165.6

Trade name (d) 115.0

Spectrum licenses (e) 78.9

Right of way (f) 38.1

Operating lease right-of-use assets (g) 431.9

Customer relationships 750.0

IPv4 addresses 186.4

Trade name 115.0

Spectrum licenses 78.9

Right of way 38.1

Operating lease right-of-use assets 431.9

Other assets 52.7

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Fair value of liabilities assumed:

Current portion of operating lease obligations (g) 107.4

Current portion of operating lease obligations 107.4

Accounts payable 125.6

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Other current liabilities 417.3

Long-term debt (h) 2,841.2

Noncurrent operating lease obligations (g) 315.2

Long-term debt 2,841.2

Noncurrent operating lease obligations 315.2

Deferred income taxes 290.2

Noncurrent deferred revenue 88.3

Pension obligation (i) 103.6

Pension obligation 103.6

Other liabilities 128.0

Total liabilities assumed 4,548.9

Total merger consideration (j) $ 2,376.6

(a) The fair value of the property, plant and equipment inclusive of internal use software was determined using the cost approach, which considers the cost to a market participant buyer to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence, including any functional, technological, and economic obsolescence if any.

Property, plant and equipment is depreciated on a straight-line basis over an estimated useful life range from 2 to 20 years.

(b) Customer relationships were valued using an income approach, specifically a multi-period excess earnings approach.

Customer relationships are amortized using the sum-of-years digits methodology over a weighted average life of 5 years.

(c) IPv4 addresses were valued using a market approach, based on observable recent auction prices and other relevant information generated by market transactions involving identical or comparable assets.

IPv4 addresses are amortized on a straight-line basis over an estimated useful life of 17.5 years.

(d) The fair value for the “Kinetic” trade name was determined by applying the relief-from-royalty method, an income-based approach.

Under this method, a royalty rate based on observed market royalties is applied to projected revenues attributable to the trade name and discounted to present value using an appropriate discount rate.

The economic useful life of 15 years was determined based on the expected life of the trade name and the cash flows anticipated over the forecast period.

The trade name is amortized on a straight-line basis over the estimated useful life.

(e) Spectrum licenses were acquired in highly competitive federal spectrum auctions, incorporating bids from market participant spectrum holders.

Given limited subsequent auction data and the uncertainty of cash flows related to the use of the licenses, the price paid at the time of the auctions was considered the best evidence of fair value.

Currently, there are no legal, regulatory, contractual, competitive, economic or other factors that would limit the useful life of the spectrum, and therefore, the licenses are considered indefinite-lived intangible assets.

(f) The right-of-way fair value was assumed to be equal to book value given the recency of the agreement execution at market.

The right-of-way is amortized on a straight-line basis over a remaining estimated useful life of 9.4 years.

(g) The operating lease right-of-use assets and liabilities were remeasured to reflect the present value of the remaining lease payments as of the Merger date using the combined company incremental borrowing rates ranging from 4.35 % to 6.82 % based on the length of the remaining lease term.

The operating lease right-of-use assets also include a fair value adjustment of $ 1.0 million to account for the off-market component of the leases.

(h) The fair value of long-term debt was based on either observed market prices in an inactive market or based on current market interest rates applicable to the related debt instrument.

(i) The net pension benefit obligation was calculated based upon a number of actuarial assumptions, including an expected long-term rate of return on pension plan assets of 7.75 % and a discount rate of 6 %.

In developing the expected long-term rate of return assumption, management considered the plan’s historical rate of return, as well as input from the Company’s investment advisors.

Projected returns on pension plan assets were based on broad equity and bond indices and include a targeted asset allocation of 49 % to equities, 32 % to fixed income securities, and 19 % to alternative investments.

The discount rate selected was derived by identifying a theoretical settlement portfolio of high-quality corporate bonds sufficient to provide for the projected benefit payments.

The values of the projected benefit payments are matched to the cash flows of the theoretical settlement bond portfolio to arrive at a single equivalent discount rate that aligns the present value of the required cash flows with the market value of the bond portfolio.

Factoring in these actuarial assumptions, the net pension benefit obligation was $ 103.6 million as of August 1, 2025, consisting of projected benefit obligations of $ 545.2 million reduced by the fair value of plan assets of $ 441.6 million.

(j) See “Merger Consideration” above for more information regarding the components of total merger consideration.

The New Uniti Preferred Stock and New Uniti Warrants issued in the Merger have been recognized as equity instruments.

The fair value of current assets, other assets, deferred revenue, current liabilities and other liabilities was based on carrying value, which was deemed a reasonable approximation of fair value.

The preliminary fair values of certain assets acquired and liabilities assumed were determined with the assistance of a third-party valuation firm.

Significant assumptions utilized in these approaches were based on Company specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance.

The preliminary allocation of the purchase price resulted in an estimated net deferred tax liability.

We expect to adjust this preliminary net deferred tax liability upon finalization of the third party-appraisals.

Goodwill associated with this acquisition was largely due to synergies expected from combining operations as previously discussed in N o te 1 .

Total merger consideration $ 2,376.6

During the first quarter of 2026, the Company made immaterial measurement period adjustments to its initial purchase price allocation, the effects of which resulted in a net increase in recorded goodwill of $ 0.2 million.

The allocation of the purchase price is preliminary and subject to change based on the finalization of the deferred income tax impacts related to the fair value measurement of assets and liabilities acquired, including property, plant and equipment.

The deferred tax analysis requires significant management judgment and the Company has not completed this analysis as of March 31, 2026.

Goodwill associated with this acquisition was largely due to synergies expected from combining operations as previously discussed in Note 1 .

Goodwill recognized in the Merger is not expected to be deductible for tax purposes.

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Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2026 2025

5 unchanged sentences

(b) Includes direct costs incurred in integrating the acquired operations of Windstream, including consulting services, systems and data conversion, network optimization, contract termination fees, rebranding and marketing costs, transaction and retention bonuses, and severance and related employee benefit costs.

(c) Consists primarily of expenses incurred in connection with the offering of our asset-backed securities discussed in Note s 5 and 16 .

Transaction related and other costs recorded within other current liabilities were $ 13.7 million in the Company’s condensed consolidated balance sheet at September 30, 2025.

(c) Consists primarily of expenses incurred in connection with the offering of our asset-backed securities discussed in Note 5 .

Transaction related and other costs recorded within other current liabilities were $ 11.6 million and $ 9.8 million in the Company’s condensed consolidated balance sheets at March 31, 2026 and December 31, 2025, respectively.

Actual and Pro Forma Results of Operations

The results of Windstream’s operations are included in our consolidated results of operations beginning on August 1, 2025.

For the three and nine months ended September 30, 2025, our consolidated results of operations include revenues and sales of $ 550.9 million and operating income of $ 104.4 million attributable to Windstream.

The following unaudited pro forma financial information presents the combined results of operations of Uniti for the three and nine months ended September 30, 2025 and 2024 as if the Merger occurred as of January 1, 2024:

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2025 2024 2025 2024

For the three months ended March 31, 2026, our consolidated results of operations included revenues and sales of $ 809.3 million and operating income of $ 103.3 million attributable to Windstream.

The following unaudited pro forma financial information presents the combined results of operations of Uniti for the three months ended March 31, 2025 as if the Merger occurred as of January 1, 2024:

Total revenue and sales $ 977.3

Net (loss) income $ ( 101.8 ) $ ( 39.9 ) $ ( 172.2 ) $ 1,653.3

Net loss $ ( 8.8 )

The unaudited pro forma information includes adjustments for the settlement of preexisting relationships, amortization for intangible assets acquired, stock-based compensation expense, interest expense for acquisition financing, income tax expense for transaction structuring, and depreciation for property and equipment acquired.

The unaudited pro forma information presented is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2024 or of the results of our future operations of the combined business.

Goodwill and Intangible Assets and Liabilities:

Changes in the carrying amount of goodwill occurring during the nine months ended September 30, 2025 are as follows:

(Millions) Kinetic Uniti Solutions Fiber Infrastructure (a) Total

Changes in the carrying amount of goodwill occurring during the three months ended March 31, 2026 were as follows:

(Millions) Kinetic Uniti

Solutions Fiber

Infrastructure

Goodwill at December 31, 2025 $ 763.7 $ 192.2 $ 717.9 $ 1,673.8

2 unchanged sentences

Balance at December 31, 2025 763.7 192.2 202.4 1,158.3

Acquisition of Windstream 768.3 193.3 45.3 1,006.9

Goodwill at September 30, 2025 768.3 193.3 718.2 1,679.8

Acquisition of Windstream - measurement

period adjustments 0.2 — — 0.2

Balance at March 31, 2026 $ 763.9 $ 192.2 $ 717.9 $ 1,674.0

Goodwill at March 31, 2026 $ 763.9 $ 192.2 $ 717.9 $ 1,674.0

Accumulated impairment charges as of

September 30, 2025 — — ( 515.5 ) ( 515.5 )

Balance at September 30, 2025 $ 768.3 $ 193.3 $ 202.7 $ 1,164.3

March 31, 2026 — — ( 515.5 ) ( 515.5 )

Balance at March 31, 2026 $ 763.9 $ 192.2 $ 202.4 $ 1,158.5

(a) Prior to the Merger, all goodwill related to the former Uniti Fiber segment.

In connection with the Merger, the former Uniti Fiber and Uniti Leasing segments were combined with the CLEC portion of Windstream’s acquired wholesale business and renamed Fiber Infrastructure.

Indefinite-lived intangible assets were as follows on September 30, 2025 :

FCC Spectrum licenses $ 78.9

Windstream acquired wireless spectrum licenses in the 3.5, 24, 28 and 37 GHz bands in auctions conducted by the FCC during 2020 and 2019 for $ 78.9 million.

The spectrum licenses have an initial term of 10.0 years and are subject to renewal by the FCC.

Currently, there are no legal, regulatory, contractual, competitive, economic or other factors that would limit the useful life of the spectrum;

and therefore, the licenses are considered indefinite-lived intangible assets.

As of September 30, 2025, the weighted average remaining renewal period for the acquired spectrum licenses was 4.9 years.

Carrying value of finite-lived intangible assets and liabilities were as follows:

September 30, 2025 December 31, 2024

(Millions) Original

Net Carrying Value Original

Amortization Net Carrying Value

Finite-lived intangible assets:

Customer relationships $ 750.0 $ ( 41.9 ) $ 708.1 $ — $ — $ —

Customer lists 416.1 ( 191.4 ) 224.7 416.1 ( 174.3 ) 241.8

IPv4 addresses (a) 162.8 ( 1.6 ) 161.2 — — —

Trade name 115.0 ( 1.3 ) 113.7 — — —

Contracts 52.5 ( 32.8 ) 19.7 52.5 ( 27.9 ) 24.6

Rights of way 48.6 ( 2.5 ) 46.1 10.5 ( 1.5 ) 9.0

Total $ 1,545.0 $ ( 271.5 ) $ 1,273.5 $ 479.1 $ ( 203.7 ) $ 275.4

Finite-lived intangible liabilities:

Below-market leases $ 15.2 $ ( 9.5 ) $ 5.7 $ 191.2 ( 45.5 ) 145.7

(a) Subsequent to August 1, 2025, the Company sold certain unused IPv4 addresses with a net carrying value of $ 2.8 million and received cash proceeds of $ 3.1 million.

The amortization methodology and useful lives for finite-lived intangible assets and liabilities were as follows:

Amortization Methodology Estimated Useful Life

Intangible Assets:

Customer relationships sum of years digits 5 years

Customer lists straight-line 14 - 30 years

IPv4 addresses straight-line 17.5 years

Trade name straight-line 15 years

Contracts straight-line 8 years

Rights of way straight-line 9.4 - 30.0 years

Intangible Liabilities:

Below-market leases straight-line 8 - 20 years

As of September 30, 2025, the remaining weighted average amortization period of the Company’s intangible assets was 4.8 years for customer relationships, 12.7 years for customer lists, 17.3 years for IPv4 addresses, 14.8 years for the trade name, 3.0 years for contracts, and 12.2 years for rights of way.

As of September 30, 2025, the total remaining weighted average amortization period for total intangible assets was 8.9 years.

Amortization expense for the three and nine months ended September 30, 2025 was $ 52.9 million and $ 67.7 million, respectively.

Amortization expense for the three and nine months ended September 30, 2024 was $ 7.4 million and $ 22.3 million, respectively.

Amortization expense for intangible assets subject to amortization is estimated to be as follows for each of the years ended December 31:

Year (Millions)

2025 (excluding the nine months ended September 30, 2025) $ 75.4

Thereafter 387.2

Total $ 1,273.5

We recognize the amortization of below-market leases in revenue.

Revenue related to the amortization of the below-market leases for the three and nine months ended September 30, 2025 was $ 1.2 million and $ 6.6 million, respectively.

Revenue related to the amortization of the below-market leases for the three and nine months ended September 30, 2024 was $ 2.7 million and $ 8.0 million, respectively.

As of September 30, 2025, the remaining weighted average amortization period of the Company’s intangible liabilities was 3.0 years.

Revenue due to the amortization of the below-market leases is estimated to be as follows for each of the years ended December 31:

Year (Millions)

2025 (excluding the nine months ended September 30, 2025) $ 0.5

Notes and Other Debt, Net:

Notes and other debt, net consisted of the following:

September 30, 2025 December 31, 2024

A summary of notes and other debt, net was as follows:

(Millions) March 31,

2026 December 31,

Total principal amount $ 10,683.1 $ 9,540.5

Unamortized premium (discount) and deferred financing costs ( 36.5 ) ( 1.1 )

Less current portion of notes and other debt ( 10.0 ) ( 10.0 )

Notes and other debt, net $ 10,636.6 $ 9,529.4

Notes and other debt, net consist of the following:

March 31, 2026 December 31, 2025

(Millions) Principal Unamortized

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Credit Agreements:

Senior secured revolving credit facility - variable rate,

due September 24, 2027 $ 281.0 $ ( 3.3 ) $ — $ ( 4.3 )

Senior secured revolving credit facility - variable rate,

due January 23, 2027 130.0 — — —

Senior secured Windstream term loan - variable rate,

due October 1, 2031 (premium is based on imputed

Uniti senior secured revolving credit facility, variable

rate, due December 30, 2027

$ — $ ( 2.5 ) $ — $ ( 2.9 )

Windstream senior secured revolving credit facility -

variable rate, due December 30, 2027

Senior secured Windstream term loan - variable rate, due

October 1, 2031 (premium based on imputed

interest rate of 9.15 %)

— — 500.0 1.2

Senior secured notes - 10.50 %, due February 15, 2028

(discount is based on imputed interest rate of

Senior secured 2025 term loan - variable rate,

due October 6, 2032 (discount based on imputed

interest rate of 8.57 %)

997.5 ( 23.0 ) 1,000.0 ( 23.6 )

997.5 ( 25.5 ) 1,815.0 ( 25.3 )

Senior secured notes - 4.75 %, due April 15, 2028

(discount is based on imputed interest rate of 5.04 %)

(discount based on imputed interest rate of 5.04 %)

570.0 ( 3.2 ) 570.0 ( 3.6 )

Senior secured notes - 8.25 %, due October 1, 2031

(premium is based on imputed interest rate of 7.29 %)

(premium based on imputed interest rate of 7.287 %)

2,200.0 95.8 2,200.0 99.3

Senior secured notes - 7.50 %, due October 15, 2033

(discount based on imputed interest rate of 7.72 %)

1,400.0 ( 17.3 ) 1,400.0 ( 17.8 )

Senior unsecured notes - 6.50 %, due February 15, 2029

(discount is based on imputed interest rate of 6.83 %)

(discount based on imputed interest rate of 6.83 %)

1,110.0 ( 9.5 ) 1,110.0 ( 10.3 )

Senior unsecured notes - 6.00 % due January 15, 2030

(discount is based on imputed interest rate of 6.27 %)

(discount based on imputed interest rate of 6.27 %)

700.0 ( 6.2 ) 700.0 ( 6.6 )

Senior unsecured notes - 8.625 % due June 15, 2032

(discount is based on imputed interest rate of 9.16 %)

(discount based on imputed interest rate of 9.03 %)

1,600.0 ( 30.4 ) 600.0 ( 15.6 )

Convertible senior notes - 7.50 %, due December 1, 2027

2027 (discount is based on imputed interest rate

(discount based on imputed interest rate of 8.29 %)

306.5 ( 3.8 ) 306.5 ( 4.3 )

ABS Notes and Bridge Loan Facility:

ABS Bridge Loan Facility - variable rate, due

September 1, 2025 (discount is based on imputed

interest rate of 10.33 %)

7,886.5 25.4 6,886.5 41.1

March 31, 2026 December 31, 2025

(Millions) Principal Unamortized

Costs Principal Unamortized

Series 2025-1

ABS Notes (Class A-2) - 5.877 %, due April 1, 2030

(discount is based on imputed interest rate of 6.36 %)

(discount based on imputed interest rate of 6.36 %)

426.0 ( 7.2 ) 426.0 ( 7.6 )

ABS Notes (Class B) - 6.369 %, due April 1, 2030

(discount is based on imputed interest rate of 6.86 %)

(discount based on imputed interest rate of 6.86 %)

65.0 ( 1.1 ) 65.0 ( 1.2 )

ABS Notes (Class C) - 9.018 %, due April 1, 2030

(discount is based on imputed interest rate of 9.54 %)

(discount based on imputed interest rate of 9.54 %)

98.0 ( 1.7 ) 98.0 ( 1.8 )

Notes and other debt, net $ 9,261.5 $ 23.6 $ 5,861.5 $ ( 77.9 )

Notes and other debt, net are as follows:

(Millions) September 30,

2025 December 31,

Total principal amount $ 9,261.5 $ 5,861.5

Unamortized premium (discount) and deferred financing costs 23.6 ( 77.9 )

Series 2025-2

ABS-2 Notes (Class A-2) - 5.177 %, due

January 20, 2031 (discount based on imputed

interest rate of 5.76 %)

180.0 ( 4.4 ) 180.0 ( 4.5 )

ABS-2 Notes (Class B) - 5.621 %, due January 20, 2031

(discount based on imputed interest rate of 6.21 %)

28.2 ( 0.7 ) 28.2 ( 0.7 )

ABS-2 Notes (Class C) - 7.834 %, due January 20, 2031

(discount based on imputed interest rate of 8.45 %)

41.8 ( 1.0 ) 41.8 ( 1.1 )

Kinetic ABS Notes:

Series 2026-1

Kinetic ABS Notes (Class A-2) - 5.219 %, due

February 1, 2031 (discount based on imputed

interest rate of 5.720 %)

677.7 ( 14.3 ) — —

Kinetic ABS Notes (Class B) - 5.561 %, due

February 1, 2031 (discount based on imputed

interest rate of 6.066 %)

113.0 ( 2.4 ) — —

Kinetic ABS Notes (Class C) - 7.653 %, due

February 1, 2031 (discount based on imputed

interest rate of 8.184 %)

169.4 ( 3.6 ) — —

1,799.1 ( 36.4 ) 839.0 ( 16.9 )

Notes and other debt, net $ 10,683.1 $ ( 36.5 ) $ 9,540.5 $ ( 1.1 )

Debt Restructuring Subsequent to the 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.

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

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

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

(iii) the Windstream Term Loan (as defined below) 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 due 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”);

At March 31, 2026, notes and other debt, net included the following:

(i) the Uniti Revolver pursuant to the Uniti Credit Agreement (as defined below), of which no borrowings were outstanding;

(ii) the Windstream Revolver (as defined below) pursuant to the Windstream Credit Agreement (as defined below), of which no borrowings were outstanding;

(iii) the 2025 Term Loan pursuant to the Windstream Credit Agreement, of which $ 997.5 million was outstanding;

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

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

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

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

(viii) $ 1,600.0 million aggregate principal amount of 8.625 % senior unsecured notes due 2032 (the “ 8.625 % 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”).

(ix) $ 1,400.0 million aggregate principal amount of 7.50 % senior secured notes due 2033 (the “ 7.50 % secured notes”);

(x) $ 306.5 million aggregate principal amount of 7.50 % convertible senior notes due 2027 (the “2027 convertible notes”);

(xi) $ 839.0 million aggregate principal amount of ABS Notes, consisting of $ 426.0 million 5.877 % Series 2025-1, Class A-2 term notes, $ 180.0 million 5.177 % Series 2025-2, Class A-2 term notes, $ 65.0 million 6.369 % Series 2025-1, Class B term notes, $ 28.2 million 5.621 % Series 2025-2, Class B term notes, $ 98.0 million 9.018 % Series 2025-1, Class C term notes and $ 41.8 million 7.834 % Series 2025-2, Class C term notes, each issued by Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the “ABS Notes Issuers”), each an indirect, bankruptcy-remote subsidiaries of the Company, and (xii) $ 960.1 million aggregate principal amount of Kinetic ABS Notes, consisting of $ 677.7 million 5.219 % Series 2026-1, Class A-2 term notes, $ 113.0 million 5.561 % Series 2026-1, Class B term notes and $ 169.4 million 7.653 % Series 2026-1, Class C term notes each issued by Kinetic ABS Issuer LLC, an indirect, bankruptcy-remote subsidiary of the Company.

Senior Secured Credit Facilities

Uniti Credit Agreement

Windstream Services (as successor to Uniti Group LP), CSL Capital, LLC (“CSL Capital”) and Uniti Group Finance 2019 Inc.

(“Uniti Group Finance”) (collectively, the “borrowers”) entered into a senior secured credit facility on April 24, 2015 currently consisting of a $ 500.0 million revolving credit facility that matures on September 24, 2027 (the “Uniti Revolver”), which provides us with the ability to obtain revolving loans as well as swingline loans and letters of credit from time to time.

The credit agreement governing the senior secured credit facility (the “Uniti Credit Agreement”) permits the borrowers, subject to customary conditions, to incur (i) new term loan facility borrowings and/or increased commitments under the Uniti Credit Agreement in an unlimited amount, so long as, on a pro forma basis after giving effect to any such borrowings or increases, our consolidated secured leverage ratio, as defined in the Uniti Credit Agreement, does not exceed 4.00 to 1.00 and (ii) other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, our consolidated total leverage ratio, as defined in the Uniti Credit Agreement, does not exceed 6.50 to 1.00, and if such debt is secured, our consolidated secured leverage ratio, as defined in the Uniti Credit Agreement, does not exceed 4.00 to 1.00.

Uniti Services LLC (as successor to Uniti Group LP, “Uniti Services”), CSL Capital, LLC (“CSL Capital”) and Uniti Group Finance 2019 Inc.

(“Uniti Group Finance”) (collectively, the “borrowers”) entered into a senior secured credit facility on April 24, 2015 (the credit agreement governing such senior secured credit facility, as amended, the “Uniti Credit Agreement”) consisting of a $ 500.0 million revolving credit facility with a maturity date of September 24, 2027 (the “Uniti Revolver”), which provides us with the ability to obtain revolving loans as well as swingline loans and letters of credit from time to time.

On October 6, 2025, Uniti Services entered into an amendment to the Uniti Credit Agreement to, among other things, extend the maturity date of the Uniti Revolver to December 30, 2027.

The Uniti Credit Agreement permits the borrowers, subject to customary conditions, to incur (i) new term loan facility borrowings and/or increased commitments under the Uniti Credit Agreement in an unlimited amount, so long as, on a pro forma basis after giving effect to any such borrowings or increases, our consolidated secured leverage ratio, as defined in the Uniti Credit Agreement, does not exceed 4.00 to 1.00 and (ii) other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, our consolidated total net leverage ratio, as defined in the Uniti Credit Agreement, does not exceed 6.50 to 1.00, and if such debt is secured, our consolidated secured net leverage ratio, as defined in the Uniti Credit Agreement, does not exceed 4.00 to 1.00.

New term loan facility borrowings and incremental revolving commitments under the Uniti Credit Agreement are uncommitted and the availability thereof will depend on market conditions at the time the borrowers seek to incur such borrowings and/or commitments.

Borrowings under the Uniti Revolver bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75 % to 3.50 % or a SOFR term rate plus an applicable margin ranging from 3.75 % to 4.50 %, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio.

We are required to pay a quarterly commitment fee under the Uniti Revolver equal to 0.50 % of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.40 % per annum of the average amount of unused commitments during the applicable quarter upon achievement of a consolidated secured leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to SOFR borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter.

During the nine months ended September 30, 2025, the Company borrowed $ 429.0 million under the Uniti Revolver and repaid $ 148.0 million of these borrowings by the end of the period, respectively.

Comparatively, during the nine months ended September 30, 2024, the Company borrowed $ 130.0 million under the Uniti Revolver and repaid all of these borrowings by the end of the period.

There were $ 0.3 million letters of credit as of September 30, 2025, and accordingly, the amount available for borrowing under the Uniti Revolver was $ 218.7 million as of September 30, 2025.

The variable interest rate on borrowings outstanding under the Uniti Revolver ranged from 8.02 % to 8.71 %, and the weighted average rate on amounts outstanding was 8.45 % and 8.47 % for the three and nine months ended September 30, 2025, respectively.

We are required to pay a quarterly commitment fee under the Uniti Revolver equal to 0.50 % of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.40 % per annum of the average amount of unused commitments during the applicable quarter upon achievement of a consolidated secured net leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to SOFR borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter.

During the three months ended March 31, 2026, the Company borrowed $ 85.0 million under the Uniti Revolver and repaid all of these borrowings by the end of the period.

Comparatively, during the three months ended March 31, 2025, the Company borrowed $ 40.0 million under the Uniti Revolver and repaid all of these borrowings by the end of the period.

There were $ 0.3 million letters of credit as of March 31, 2026, and accordingly, the amount available for borrowing under the Uniti Revolver was $ 499.7 million as of March 31, 2026.

The variable interest rate on borrowings outstanding under the Uniti Revolver was 7.78 %, and the weighted average rate on amounts outstanding was 7.78 % for the three months ended March 31, 2026.

The senior secured credit facility under the Uniti Credit Agreement contains certain customary affirmative covenants, as well as certain customary negative covenants that, among other things, restrict, subject to certain exceptions, the ability of the borrowers and their subsidiaries to incur indebtedness, grant liens on their assets, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay certain dividends and other restricted payments.

These negative covenants are similar to the negative covenants contained in the indentures that govern our outstanding notes, subject to certain exceptions.

The borrowers and their subsidiaries are also required to maintain a consolidated secured leverage ratio not to exceed 5.00 to 1.00.

The borrowers and their subsidiaries are also required to maintain a consolidated secured net leverage ratio not to exceed 5.00 to 1.00.

In addition, the Uniti Credit Agreement contains customary events of default, including a cross-default provision whereby the failure of the borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Uniti Credit Agreement.

In particular, a repayment obligation could be triggered if (i) the borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $ 75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $ 75.0 million or more to cause, such indebtedness to become due prior to its stated maturity.

As of September 30, 2025, the borrowers were in compliance with all of the covenants under the Uniti Credit Agreement.

As of March 31, 2026, the borrowers were in compliance with all of the covenants under the Uniti Credit Agreement.

Windstream Credit Agreement

Pursuant to the credit agreement by and among Windstream Services and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto, entered into on September 21, 2020 (as amended, the “Windstream Credit Agreement”), Windstream Services obtained (a) a senior secured revolving credit facility that matures on January 23, 2027 (the “Windstream Revolver”) and (b) a senior secured first lien term loan facility that, as of September 30, 2025, consists of $ 500.0 million of term loan borrowings (the “Windstream Term Loan”) that mature on October 1, 2031.

Borrowings under the Windstream Revolver bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75 % to 3.50 % or a SOFR term rate plus an applicable margin ranging from 3.75 % to 4.50 %, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio.

The Windstream Term Loan bears interest based on a floating rate plus a margin (which, at Windstream Services’ election, may be the Base Rate plus 3.75 % or the Adjusted Term SOFR Rate plus 4.75 % (each as defined in the Windstream’s Credit Agreement, provided that the Adjusted Term SOFR Rate “floor” shall be 0 %)).

The Windstream Term Loan is subject to mandatory prepayment and reduction in an amount equal to (a) 100 % of the net cash proceeds of non-ordinary course asset dispositions or casualty events (with step-downs to (1) 50 % if the consolidated first lien secured leverage ratio would be less than or equal to 1.50 to 1.00 but greater than 1.00 to 1.00, or (2) 0 % if the consolidated first lien senior secured leverage ratio would be less than or equal to 1.00 to 1.00, subject to the right to reinvest such proceeds within a specified period of time and certain other exceptions and (b) 100 % of the net cash proceeds received from the incurrence of any certain indebtedness not expressly permitted under the Windstream Credit Agreement.

Voluntary prepayments of borrowings outstanding as of September 30, 2025 under the Windstream Credit Agreement are currently permitted at any time without premium or penalty.

The variable interest rate on the Windstream Term Loan ranged from 9.01 % to 9.21 %, and the weighted average rate on amounts outstanding on the Windstream Term Loan was 9.18 % for both the three and nine months ended September 30, 2025.

During the three and nine months ended September 30, 2025, the Company borrowed $ 110.0 million under the Windstream Revolver and repaid $ 15.0 million of these borrowings by the end of the period.

Considering letters of credit of $ 117.7 million, the amount available for borrowing under the Windstream Revolver was $ 227.3 million as of September 30, 2025.

The variable interest rate on borrowings outstanding under the Windstream Revolver ranged from 8.52 % to 10.75 %, and the weighted average rate on amounts outstanding was 9.50 % for both the three and nine months ended September 30, 2025.

The Windstream Credit Agreement includes customary negative covenants, including covenants limiting the ability of Windstream Services and its restricted subsidiaries to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of certain material payment subordinated indebtedness, in each case subject to customary exceptions.

Uniti Services (formerly Windstream Services, LLC) entered into a senior secured credit facility with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto, on September 21, 2020 (as amended, the “Windstream Credit Agreement”), which currently provides for (a) a senior secured revolving credit facility (the “Windstream Revolver”), (b) a senior secured first lien term loan facility that consists of $ 500.0 million of term loan borrowings (the “Windstream Term Loan”) that matures on October 1, 2031, and (c) a seven-year term loan facility with a principal amount of $ 1.0 billion (the “2025 Term Loan”) that matures on October 6, 2032.

On October 6, 2025, Uniti Services entered into an amendment to the Windstream Credit Agreement to, among other things, (i) extend the maturity date of the Windstream Revolver to December 30, 2027 and (ii) provide for the 2025 Term Loan.

The Windstream Revolver will have $ 475.0 million of capacity through January 23, 2027 and $ 425.0 million of capacity through December 30, 2027.

On February 4, 2026, Uniti Services repaid the Windstream Term Loan in full using a portion of the net proceeds raised in the offering of the 8.625 % notes (as defined below).

The Windstream Term Loan bears interest based on a floating rate plus a margin which, at Uniti Services’ election, may be the Base Rate plus 3.75 % or the Adjusted Term SOFR Rate plus 4.75 % (each as defined in the Windstream Credit Agreement), provided that the Adjusted Term SOFR Rate “floor” shall be 0 %.

The 2025 Term Loan bears interest based on a floating rate plus a margin which, at Uniti Services’ election, may be the Base Rate plus 3.00 % or the Adjusted Term SOFR Rate plus 4.00 % (each as defined in the existing Windstream Credit Agreement), provided that the Adjusted Term SOFR Rate “floor” shall be 0 %.

The 2025 Term Loan is subject to quarterly amortization payments in an aggregate amount equal to 0.25 percent of the initial principal amount of such term loans, with the remaining balance payable at maturity.

The 2025 Term Loan is also subject to mandatory prepayment and reduction in an amount equal to (a) 100 % of the net cash proceeds of non-ordinary course asset dispositions or casualty events with step-downs to (1) 50 % if the consolidated first lien secured leverage ratio would be less than or equal to 1.50 to 1.00 but greater than 1.00 to 1.00, or (2) 0 % if the consolidated first lien senior secured leverage ratio would be less than or equal to 1.00 to 1.00, subject to the right to reinvest such proceeds within a specified period of time and certain other exceptions and (b) 100 % of the net cash proceeds received from the incurrence of any certain indebtedness not expressly permitted under the Windstream Credit Agreement.

Voluntary prepayments of borrowings outstanding 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 2025 Term Loan in connection with certain repricing transactions that occur prior to the six-month anniversary of the closing of the 2025 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 variable interest rate on the Windstream Term Loan ranged from 8.52 % to 8.57 %, and the weighted average rate on amounts outstanding on the Windstream Term Loan was 8.56 % for January 1, 2026 through the date of repayment of February 4, 2026.

The variable interest rate on the 2025 Term Loan ranged from 7.67 % to 7.72 %, and the weighted average rate on amounts outstanding on the 2025 Term Loan was 7.69 % for three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company borrowed $ 25.0 million under the Windstream Revolver and repaid $ 340.0 million of borrowings by the end of the period.

Considering letters of credit of $ 112.7 million, the amount available for borrowing under the Windstream Revolver was $ 362.3 million as of March 31, 2026.

The variable interest rate on borrowings outstanding under the Windstream Revolver ranged from 7.78 % to 10.00 %, and the weighted average rate on amounts outstanding was 8.05 % for the three months ended March 31, 2026.

The Windstream Credit Agreement includes customary negative covenants, including covenants limiting the ability of Uniti Services and its restricted subsidiaries to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of certain material payment subordinated indebtedness, in each case subject to customary exceptions.

The Windstream Credit Agreement also includes customary representations and warranties and affirmative covenants.

The Windstream Credit Agreement includes a financial covenant requiring maintenance of a consolidated total senior secured leverage ratio of no less than 5.00 to 1.00.

Events of default under the Windstream Credit Agreement include nonpayment of principal, interest or other amounts when due, violation of certain covenants, inaccuracy of representations or warranties, certain defaults under other material debt, certain bankruptcy or insolvency events, certain material judgments, invalidity of collateral documents, change of control, certain regulatory events having a material adverse effect, and certain Employee Retirement Income Security Act (“ERISA”) events, in each case subject to customary threshold, notice and grace period provisions.

Guarantees and Security under Uniti Credit Agreement and Windstream Credit Agreement

Events of default under the Windstream Credit Agreement include nonpayment of principal, interest or other amounts when due, violation of certain covenants, inaccuracy of representations or warranties, certain defaults under other material debt, certain bankruptcy or insolvency events, certain material judgments, invalidity of collateral documents, change of control, certain regulatory events having a material adverse effect, and certain Employee Retirement Income Security Act events, in each case subject to customary threshold, notice and grace period provisions.

Guarantees and Security under the Uniti Credit Agreement and Windstream Credit Agreement

All obligations under the senior secured credit facilities under the Uniti Credit Agreement and the Windstream Credit Agreement are unconditionally guaranteed by each of Uniti Group Inc.

and Uniti Group LLC on a senior unsecured basis and by certain wholly owned subsidiaries of Windstream Services (the “subsidiary guarantors”) on a senior secured basis, all of whom are guarantors of the notes offered hereby.

and Uniti Group LLC on a senior unsecured basis and by certain wholly owned subsidiaries of Uniti Services (the “subsidiary guarantors”) on a senior secured basis.

All obligations under the Uniti Credit Agreement and the Windstream Credit Agreement, and the guarantees of those obligations, are secured, subject to certain exceptions, on a first priority basis, by substantially all of the assets of the borrowers and the subsidiary guarantors, including a pledge of all of the capital stock of our subsidiaries directly held by the borrowers and the subsidiary guarantors under the senior secured credit facilities (which pledge, in the case of the capital stock of any foreign subsidiary, is limited to 65 % of the voting capital stock and 100 % of the non-voting stock of such first tier foreign subsidiary).

The liens on the collateral securing the obligations under the senior secured credit facilities are subject to an intercreditor agreement between the collateral agent for the senior secured credit facility under the Uniti Credit Agreement, the collateral agent for the senior secured credit facility under the Windstream Credit Agreement, and the collateral agents for the secured notes, and acknowledged by the borrowers and the subsidiary guarantors.

Secured Notes

On April 20, 2021, Windstream Services (as successor to Uniti Group LP), Uniti Group Finance and CSL Capital issued $ 570.0 million aggregate principal amount of 4.75 % Senior Secured Notes due 2028 (the “ 4.75 % secured notes”) pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “ 4.75 % secured notes indenture”).

On February 14, 2023, Windstream Services, Uniti Fiber Holdings Inc.

(“Uniti Fiber Holdings”), Uniti Group Finance and CSL Capital issued $ 2.6 billion aggregate principal amount of 10.50 % senior secured notes due February 2028 (the “initial 10.50 % secured notes”) under an indenture among such issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “ 10.50 % secured notes indenture”).

On May 17, 2024, such issuers issued a $ 300.0 million aggregate principal amount of 10.50 % senior secured notes due February 2028 which, pursuant to the terms of the indenture governing such notes, were mandatorily exchanged for 10.50 % secured notes issued as “additional notes” under the 10.50 % secured notes indenture (the “additional 10.50 % secured notes” and, together with the initial 10.50 % secured notes, the “ 10.50 % secured notes”).

The additional 10.50 % secured notes formed part of the same series as the initial 10.50 % secured notes issued under the 10.50 % secured notes indenture and have the same CUSIP numbers as, and are fungible with, the initial 10.50 % secured notes.

In February 2025, we used a portion of the net proceeds from the offering of ABS Notes to redeem $ 125.0 million of the then outstanding 10.50 % secured notes.

Windstream Services used the proceeds from the offering of new 7.50 % senior secured notes due 2033, which it issued on October 6, 2025, together with the proceeds from a new term loan incurred under the Windstream Credit Agreement, to fund the redemption in full of the 10.50 % secured notes.

See Note 16 .

On October 4, 2024, Windstream Services and Windstream Escrow Finance Corp., as co-issuers, issued $ 800.0 million of 8.25 % Senior Secured Notes due 2031 (the “ 8.25 % secured notes”) pursuant to an indenture with Wilmington Trust, National Association, as trustee and notes collateral agent (the “ 8.25 % secured notes indenture” and, together with the 4.75 % secured notes indenture and the 10.50 % secured notes indenture, the “secured notes indentures”).

On December 23, 2024, Windstream Services and Windstream Escrow Finance Corp., as co-issuers, issued $ 1.4 billion aggregate principal amount of 8.25 % secured notes as “additional notes” under the 8.25 % secured notes indenture.

The 10.50 % secured notes, the 4.750 % secured notes and the 8.25 % secured notes are collectively referred to as the “existing secured notes.”

We may redeem some or all of the existing secured notes at certain fixed redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest, as set forth in the secured notes indentures.

The issuers and guarantors of the existing secured notes also either issue or guarantee our other senior notes.

The secured notes indentures contain customary high yield covenants limiting our ability 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 our assets;

and create restrictions on our ability to pay dividends.

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

The secured notes indentures also contain customary events of default.

Senior Unsecured Notes

On February 2, 2021, Windstream Services, Uniti Group Finance and CSL Capital issued $ 1.1 billion aggregate principal amount of unsecured 6.50 % Senior Notes due 2029 (the “ 6.50 % unsecured notes”) pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee (the “ 6.50 % senior notes indenture”).

On October 13, 2021, Windstream Services, Uniti Group Finance, Uniti Fiber Holdings and CSL Capital issued $ 700.0 million aggregate principal amount of unsecured 6.00 % Senior Notes due 2030 (the “ 6.00 % unsecured notes”) pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee (the “ 6.00 % senior notes indenture”).

On June 24, 2025, Windstream Services, Uniti Group Finance, Uniti Fiber Holdings and CSL Capital issued $ 600.0 million aggregate principal amount of unsecured 8.625 % Senior Notes due 2032 (the “ 8.625 % unsecured notes” and, together with the 6.00 % unsecured notes and the 6.50 % unsecured notes, the “existing unsecured notes”) pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee (the “ 8.625 % senior notes indenture” and, together with the 6.00 % senior notes indenture and the 6.50 % senior notes indenture, the “unsecured notes indentures”).

On June 24, 2025, the net proceeds from the offering of the 8.625 % unsecured notes to fund the partial redemption of $ 500.0 million aggregate principal amount of the 10.50 % secured notes, including related premiums, fees and expenses in connection with the foregoing, and used the remaining net proceeds for general corporate purposes.

During the nine months ended September 30, 2025, we recognized a $ 31.9 million loss on the partial extinguishment of the 10.50 % secured notes within interest expense, which included $ 4.7 million of non-cash interest expense for the write off of the unamortized premium and deferred financing costs and $ 27.2 million of cash interest expense for the redemption premium.

The issuers and guarantors of the existing unsecured notes also either issue or guarantee our existing secured notes.

We may redeem some or all of the existing unsecured notes at certain fixed redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest, as set forth in the unsecured notes indentures.

The unsecured notes indentures contain customary high yield covenants limiting our ability 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 our assets;

and create restrictions on our ability to pay dividends.

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

The unsecured notes indentures also contain customary events of default.

7.50 % Convertible Senior Notes due 2027

On December 12, 2022, Uniti Group LLC (formerly Uniti Group Inc.) issued $ 300.0 million aggregate principal amount of its 7.50 % Convertible Senior Notes due 2027 (the “original 2027 convertible notes”).

On December 23, 2022, Uniti Group LLC issued an additional $ 6.5 million aggregate principal amount of its 7.50 % Convertible Senior Notes due 2027 pursuant to the initial purchasers’ partial exercise of their option to purchase additional 7.50 % Convertible Senior Notes due 2027 (the “additional 2027 convertible notes” and, together with the original 2027 convertible notes, the “2027 convertible notes”).

Uniti Group LLC issued the 2027 convertible notes pursuant to an indenture, dated as of December 12, 2022, among Uniti Group LLC, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (the “2027 convertible notes trustee”), as amended by the first supplemental indenture, dated as of August 14, 2023, by and among Uniti Group LLC, the guarantors party thereto and the 2027 convertible notes trustee, and the second supplemental indenture, dated as of August 4, 2025, by and among Uniti Group LLC, Uniti, the guarantors party thereto and the 2027 convertible notes trustee (the “2027 convertible notes indenture”).

The 2027 convertible notes are senior unsecured notes and are guaranteed by Uniti and each of Windstream Services’ subsidiaries that is an issuer, obligor or guarantor under the existing notes and the notes offered hereby.

The 2027 convertible notes will mature on December 1, 2027, unless earlier converted, redeemed or repurchased.

Prior to the close of business on the business day immediately preceding September 1, 2027, the 2027 convertible notes are convertible only upon satisfaction of certain conditions and during certain periods described in the 2027 convertible notes indenture, and thereafter, the 2027 convertible notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The 2027 convertible notes are convertible on the terms set forth in the 2027 convertible notes indenture into cash, shares of Uniti’s common stock, or a combination thereof, at Uniti Group LLC’s election, subject to limitations under the Uniti Credit Agreement.

The conversion rate is initially 82.7023 shares of Uniti’s common stock per $1,000 principal amount of 2027 convertible notes (equivalent to an initial conversion price of approximately $ 12.09 per share of Uniti’s common stock).

The conversion rate is subject to adjustment in some circumstances as described in the 2027 convertible notes indenture.

In addition, following certain corporate events relating to Uniti that occur prior to the maturity date or Uniti Group LLC’s delivery of a notice of redemption, Uniti Group LLC will increase, in certain circumstances, the conversion rate for a holder who elects to convert its 2027 convertible notes in connection with such corporate event or notice of redemption, as the case may be.

If Uniti undergoes a fundamental change (as defined in the 2027 convertible notes indenture), subject to certain conditions, holders may require Uniti Group LLC to repurchase for cash all or part of their 2027 convertible notes at a repurchase price equal to 100 % of the principal amount of the 2027 convertible notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date.

On or after December 8, 2025 and prior to the 42 nd scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Uniti’s common stock has been at least 130 % of the conversion price for the 2027 convertible notes for certain specified periods, Uniti Group LLC may, subject to a partial redemption limitation, redeem all or a portion of the 2027 convertible notes at a cash redemption price equal to 100 % of the principal amount of the 2027 convertible notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date.

Asset-Backed Notes and Bridge Loan Facility

On February 23, 2024, Uniti Fiber Bridge Borrower LLC (the “ABS Bridge Borrower”), Uniti Fiber Bridge HoldCo LLC and Uniti Fiber GulfCo LLC (together, the “ABS Bridge Loan Parties”), each an indirect, bankruptcy-remote subsidiary of the Company, entered into a bridge loan and security agreement, dated as of February 23, 2024 (the “ABS Loan Agreement”).

The ABS Loan Agreement provided for a secured, multi-draw term loan facility of up to $ 350.0 million (the “ABS Loan Facility”).

As of December 31, 2024, an aggregate of $ 275.0 million principal amount of loans under the ABS Loan Facility had been drawn.

On February 3, 2025, the ABS Notes Issuers issued $ 589.0 million aggregate principal amount of the ABS Notes, 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, each with an anticipated repayment date in April 2030.

The ABS Notes were issued as part of a securitization transaction, pursuant to which certain of the Company’s fiber network assets and related customer contracts in the State of Florida and the Gulf Coast region of Louisiana, Mississippi and Alabama, including the assets of the ABS Bridge Loan Parties that secured the ABS Loan Facility, were contributed to the ABS Notes Issuers, Uniti Fiber GulfCo LLC and Uniti Fiber TRS AssetCo LLC (collectively, the “ABS Notes Obligors”).

The cash flow from these contributed assets will be used to service the obligations under the ABS Notes.

The ABS Notes were issued pursuant to an indenture, dated as of February 3, 2025, as supplemented by a Series 2025-1 Supplement thereto, dated as of February 3, 2025, in each case by and among the ABS Notes Obligors and Wilmington Trust, National Association, as indenture trustee.

The ABS Notes are secured by a security interest in substantially all of the assets (subject to customary limited exceptions) of the ABS Notes Obligors and are guaranteed by each ABS Notes Issuer’s respective parent entity (each an “ABS Guarantor” and, together with the ABS Notes Obligors, the “ABS Notes Parties”).

The guarantee of each ABS Guarantor is secured by a security interest in the equity interests of the applicable ABS Notes Issuer.

Neither the Company nor any subsidiary of the Company, other than the ABS Notes Parties, will guarantee or in any way be liable for the obligations under the ABS Notes.

Each ABS Notes Party is a special purpose, bankruptcy remote subsidiary of the Company and is an unrestricted subsidiary under the Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes.

On February 3, 2025, Uniti used a portion of the net proceeds from the offering of the ABS Notes to repay and terminate the ABS Loan Facility and issued a notice of redemption to redeem $ 125.0 million aggregate principal amount of our 10.50 % secured notes.

Uniti redeemed the 10.50 % secured notes called for redemption on February 14, 2025, at a redemption price of 103 % of the redeemed principal amount plus accrued interest to, but excluding, the redemption date.

During the nine months ended September 30, 2025, we recognized a $ 3.2 million loss on the extinguishment of the ABS Loan Facility and a $ 5.3 million loss on the partial extinguishment of the 10.50 % secured notes within interest expense, net on the condensed consolidated statements of income, which includes $ 4.8 million of non-cash interest expense for the write off of the unamortized premium and deferred financing costs and $ 3.7 million of cash interest expense for the redemption premium.

On June 24, 2025, Uniti Services, Uniti Group Finance, Uniti Fiber Holdings and CSL Capital issued $ 600.0 million aggregate principal amount of unsecured 8.625 % Senior Notes due 2032 (the “existing 8.625 % unsecured notes” pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee (the “existing 8.625 % senior notes indenture”).

On February 4, 2026, Uniti Services, Uniti Group Finance, Uniti Fiber Holdings and CSL Capital issued $ 1.0 billion aggregate principal amount of unsecured 8.625 % Senior Notes due 2032 (the “ 8.625 % notes” and, together with the 6.00 % unsecured notes, the 6.50 % unsecured notes and the existing 8.625 % unsecured notes, the “existing unsecured notes”) pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee (the “ 8.625 % senior notes indenture” and, together with the 6.00 % senior notes indenture and, the 6.50 % senior notes indenture and the existing 8.625 % senior notes indenture, the “unsecured notes indentures”).

Upon the guarantee of the 8.625 % notes by each of the regulated subsidiaries that guarantee the existing unsecured 8.625 % notes, the 8.625 % notes are expected to be mandatorily exchanged for 8.625 % unsecured notes issued as “additional notes” under the existing 8.625 % senior notes indenture, have the same CUSIP number as, and be fungible with, the existing 8.625 % unsecured notes.

Net proceeds from the issuance of the 8.625 % notes were used to repay the Windstream Term Loan, including related fees and expenses, and for general corporate purposes, including the repayment of borrowings outstanding under the revolving credit agreements and success-based capital expenditures.

Kinetic ABS Notes

On January 30, 2026, Kinetic ABS Issuer LLC (the “Kinetic ABS Issuer”), an indirect, bankruptcy-remote subsidiary of the Company, completed a private offering of $ 960.1 million aggregate principal amount of secured fiber network revenue term notes, consisting of $ 677.7 million 5.219 % Series 2026-1, Class A-2 term notes, $ 113.0 million 5.561 % Series 2026-1, Class B term notes and $ 169.4 million 7.653 % Series 2026-1, Class C term notes (collectively, the “Kinetic ABS Notes”), each with an anticipated repayment date (the “Kinetic ABS Term ARD”) in February 2031.

The Company will use the net proceeds from the offering for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt.

The Kinetic ABS Notes were issued at an issue price of 100 % of their respective principal amounts pursuant to an indenture, dated as of January 30, 2026 (the “Kinetic ABS Base Indenture”), as supplemented by a Series 2026-1 Supplement thereto, dated as of January 30, 2026 (the “Series 2026-1 Supplement”), in each case by and among the Kinetic ABS Issuer, Kinetic ABS AR LLC, Kinetic ABS GA LLC, Kinetic ABS KY LLC, Kinetic ABS OH LLC, Kinetic ABS TX LLC (together the “Kinetic ABS Asset Entities” and, together with the Kinetic ABS Issuer, the “Kinetic ABS Obligors”), and Wilmington Trust, National Association, as indenture trustee.

In connection with the issuance of the Kinetic ABS Notes, the Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, also provides for up to $ 150.0 million of Series 2026-1, Class A-1-V variable funding notes (the “Kinetic ABS Class A-1 Variable Funding Notes”) to be issued by the Kinetic ABS Issuer.

Drawings and the other terms related to the Kinetic ABS Class A-1 Variable Funding Notes are governed by the Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, and a Class A-1-V Note Purchase Agreement, dated as of January 30, 2026 (the “VFN Purchase Agreement”), among the Kinetic ABS Obligors, Uniti Kinetic Fiber LLC, 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 Kinetic ABS Class A-1 Variable Funding Notes from time to time (and issue certain letters of credit) on a revolving basis until the anticipated repayment date for the Kinetic ABS 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 Kinetic ABS Class A-1 Variable Funding Notes is February 2029 and may be extended at the option of the Kinetic ABS Issuer for two additional one-year periods, in each case subject to the satisfaction of certain conditions described in the VFN Purchase Agreement.

In connection with the issuance of the Kinetic ABS Notes and the Kinetic ABS Class A-1 Variable Funding Notes, the Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, also provides for up to $ 14.0 million of Series 2026-1, Class A-1-L liquidity funding notes (the “Kinetic ABS Class A-1 Liquidity Funding Notes” and, together with the Kinetic ABS Notes and the Kinetic ABS Class A-1 Variable Funding Notes, collectively, the “Series 2026-1 Notes”) to be issued by the Kinetic ABS Issuer, solely to support the securitization program’s liquidity reserve and to cover specified payment shortfalls.

While the Series 2026-1 Notes are outstanding, scheduled payments of interest are required to be made on the 25th day of each calendar month, commencing on March 25, 2026.

Except as with respect to the Kinetic ABS Class A-1 Liquidity Funding Notes, no principal payments will be due on the Series 2026-1 Notes prior to the applicable anticipated repayment date, unless certain rapid amortization or acceleration triggers are activated (and/or, in the case of the Kinetic ABS Class A-1 Variable Funding Notes, the occurrence and continuance of an event of default).

Principal of the Kinetic ABS Class A-1 Liquidity Funding Notes, to the extent outstanding, will be due on each payment date in accordance with the securitization program’s priority of payments.

The applicable interest rate for advances made under the Kinetic ABS Class A-1 Variable Funding Notes will generally be either a base rate or SOFR rate, determined at the option of the Kinetic ABS Issuer in accordance with the VFN Purchase Agreement (or an alternative rate determined in the manner provided in the VFN Purchase Agreement), plus 1.75 % per annum.

To the extent that a draw is funded or maintained by a conduit investor through the issuance of commercial paper, such draw shall bear interest at the CP funding rate (i.e., the cost of funds) to the conduit investor plus 1.75 % per annum in the manner provided in the VFN Purchase Agreement.

The issuance of the Series 2026-1 Notes represents the Company’s inaugural issuance of fiber network revenue notes for the Company’s fiber-to-the-home securitization program.

The securitization program involves certain fiber network assets and certain residential customer contracts in the States of Texas, Arkansas, Kentucky, Ohio and Georgia that were sold to the Kinetic ABS Obligors at closing.

As of the closing of the transactions on January 30, 2026, the Kinetic ABS Issuer has $ 960.1 million aggregate principal amount of revenue term notes outstanding, zero principal amount of variable funding notes outstanding and zero principal amount of liquidity funding notes outstanding.

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

The Series 2026-1 Notes are obligations only of the Kinetic ABS Obligors pursuant to the Kinetic ABS Base Indenture.

Pursuant to the Kinetic ABS Base Indenture and the related transaction documents, the Series 2026-1 Notes are guaranteed by each Kinetic ABS Asset Entity and the Kinetic ABS Issuer’s direct parent company (the “Kinetic Holdco Guarantor”), and such guarantees and the Series 2026-1 Notes are secured by security interests in the equity interests in the Kinetic ABS Issuer and substantially all of the assets of the Kinetic ABS Issuer and the other Kinetic ABS Obligors, which assets are primarily the fiber network assets and related residential customer contracts in the States of Texas, Arkansas, Kentucky, Ohio and Georgia that have been sold or contributed to the Kinetic ABS 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 Kinetic ABS Obligors and the Kinetic Holdco Guarantor (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 Kinetic ABS Obligors under the Kinetic ABS Base Indenture or the Series 2026-1 Notes, and neither the Kinetic Holdco Guarantor, the Kinetic ABS Issuer nor any of the other Kinetic ABS 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 Series 2026-1 Notes are subject to a series of customary covenants and restrictions.

These covenants and restrictions include (i) that the Kinetic ABS Issuer maintains a liquidity reserve account to be used to make required payments in respect of the Series 2026-1 Notes, (ii) provisions relating to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the Kinetic ABS Notes prior to the monthly payment date in February 2029, and (iii) covenants relating to recordkeeping, access to information and similar matters.

As provided in the Kinetic ABS Base Indenture, the Kinetic ABS Notes and the Kinetic ABS Class A-1 Variable Funding 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 2026-1 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 Series 2026-1 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.

Maturities for long-term debt outstanding as of March 31, 2026, excluding $ 36.5 million of unamortized premium (discount) and deferred financing costs, were as follows:

Remainder of 2026 $ 7.5

Thereafter 7,360.1

Total $ 10,683.1

Gain (Loss) on Extinguishment of Debt

As discussed above, in February 2026, Uniti Services used a portion of the net proceeds from the issuance of the $ 1.0 billion aggregate principal amount of additional 8.625 % senior notes to repay in full the Windstream Term Loan, which was accounted for as a debt extinguishment.

As a result, the Company recognized a pretax gain on the extinguishment of debt of $ 1.2 million, consisting of the write-off of the unamortized premium related to the Windstream Term Loan at the date of repayment.

As discussed above, in February 2025, Old Uniti used a portion of the net proceeds from the offering of the ABS Notes to repay and terminate the ABS Loan Facility and to redeem $ 125.0 million aggregate principal amount of its 10.50 % secured notes.

In connection with these transactions, Old Uniti recognized a pretax loss on the extinguishment of the ABS Loan Facility of $ 3.2 million and a pretax loss on the partial extinguishment of the 10.50 % secured notes of $ 5.3 million, which included $ 4.8 million for the write off of the unamortized discount and deferred financing costs and $ 3.7 million for the redemption premiums.

Deferred Financing Costs

Deferred financing costs were incurred in connection with the issuance of the notes and our entry into the Uniti Revolver and the ABS Loan Facility.

These costs are amortized using the effective interest method over the term of the related indebtedness and are included in interest expense in our condensed consolidated statements of income.

For the three and nine months ended September 30, 2025, we recognized $ 5.8 million and $ 17.5 million, respectively, of interest expense related to the amortization of deferred financing costs.

For the three and nine months ended September 30, 2024, we recognized $ 6.3 million and $ 17.4 million, respectively, of interest expense related to the amortization of deferred financing costs.

Deferred financing costs were incurred in connection with the issuance of the notes and other debt obligations.

These costs are deferred and amortized using the effective interest method over the term of the related indebtedness and are included in interest expense in our condensed consolidated statements of operations.

For the three months ended March 31, 2026 and 2025, we recognized $ 5.3 million and $ 6.0 million of non-cash interest expense, respectively, related to the amortization of deferred financing costs.

Interest Expense, Net

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2026 2025

1 unchanged sentence

Senior unsecured notes 60.6 34.3

Senior secured revolving credit facility

- variable rate 5.5 0.7 7.0 6.6

Senior secured revolving credit facility - variable rate 3.2 0.8

ABS Notes and Bridge Loan Facility 13.0 8.2

Kinetic ABS Notes 0.6 —

Interest rate cap — 0.2

Interest rate swaps ( 0.6 ) —

Amortization of deferred financing costs

and debt premium/discount 3.0 5.8 13.9 16.8

Loss on extinguishment of debt — — 40.5 —

Amortization of deferred financing costs and debt premium/discount 0.7 5.5

Accretion of settlement payable — 0.9

2 unchanged sentences

Total interest expense, net $ 188.3 $ 129.5

As a result of the Merger, the Company assumed two pay fixed, receive variable interest rate swap agreements with the same bank counterparty that had been entered into by Windstream Services to mitigate its exposure to the variability in cash flows on a portion of its floating-rate debt, consisting of the $ 500.0 million Windstream Term Loan and any borrowings under the Windstream Revolver.

The first swap has a notional value of $ 200.0 million and matures on October 31, 2029.

The fixed rate paid is 4.1730 % and the variable rate received is the one-month U.S.

Dollar Secured Overnight Financing Rate fallback rate (“USD-SOFR”) (not subject to a floor).

The variable rate received resets on the first day of the floating rate calculation period specified in the interest rate swap agreement.

The Company designated this swap as a cash flow hedge of the interest rate risk inherent in floating-rate borrowings due to changes in the benchmark interest rate.

The second swap had a notional value of $ 300.0 million and matured on October 31, 2025.

Due to its short remaining maturity, this swap did not qualify for hedge accounting as of the Merger date.

On August 22, 2025, the Company terminated this swap and received cash proceeds of $ 2.4 million.

On March 1, 2024, Old Uniti had entered into an interest rate cap related to the ABS Loan Facility, which was designated as a cash flow hedge, with a notional value of $ 275.0 million, and effectively capped the one-month term USD-SOFR at 4.50 %.

The Company enters into interest rate swap agreements to mitigate its exposure to the variability in cash flows related to its variable rate debt outstanding under its credit agreements.

As of December 31, 2025, the Company was party to four pay fixed, receive variable interest rate swap agreements with two bank counterparties.

The first swap was assumed by the Company in connection with the Merger and has a notional value of $ 200.0 million, fixed rate paid of 4.1730 % and matures on October 31, 2029.

On October 6, 2025, the Company entered into three new interest rate swap agreements consisting of a swap with a notional value of $ 400.0 million, fixed rate paid of 3.332 %, maturing on October 31, 2028;

a swap with a notional value of $ 400.0 million, fixed rate paid of 3.365 %, maturing on October 31, 2029;

and a swap with a notional value of $ 400.0 million, fixed rate paid of 3.417 %, maturing on October 31, 2030.

For all four interest rate swaps, the variable rate received is the one-month USD-SOFR (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.

In conjunction with the first quarter 2026 debt refinancing transactions previously discussed in Note 5 , which included the repayment of the Windstream Term Loan, on January 28, 2026, the Company terminated a portion of each of the three $ 400.0 million notional value interest rates swaps.

For each affected interest rate swap, $ 250.0 million of the original $ 400.0 million notional value was terminated, and accordingly, the remaining notional value for each of the three interest rate swaps was $ 150.0 million ($ 450.0 million in the aggregate).

Upon termination, the Company received aggregate cash proceeds of $ 2.6 million from the respective bank counterparties and the Company discontinued hedge accounting for the terminated portion of the three interest rate swaps.

Because the Company concluded that it was probable that a portion of the original hedged transactions (future variable interest payments) would still occur, the risk of the variability of future cash flows was not fully eliminated upon discontinuing hedge accounting.

Accordingly, unrealized gains deferred in accumulated other comprehensive income related to the discontinued hedging relationships as of January 28, 2026, of approximately $ 2.8 million are being amortized on a straight-line basis to interest expense over the remaining contractual terms of the underlying interest rate swaps.

Unrealized gains related to the portion of the forecasted variable interest rate payments that were probable not to occur of approximately $ 1.0 million were immediately recognized in other income, net.

In addition to the interest rate swaps discussed above, on March 1, 2024, Old Uniti had entered into an interest rate cap related to the ABS Loan Facility, which was designated as a cash flow hedge, with a notional value of $ 275.0 million, and effectively capped the one-month term USD-SOFR at 4.50 %.

The interest rate cap expired during the third quarter of 2025.

Set forth below is information related to the Company’s cash flow hedges:

(Millions) September 30,

(Millions) March 31,

2026 December 31,

Cash flow hedges, measured at fair value:

Designated portion of cash flow hedges, measured at fair value:

Other current assets $ 1.2 $ 0.3

Other assets $ 1.3 $ —

Other current liabilities $ 1.0 $ 1.7

Other liabilities $ 3.3 $ 5.5

Accumulated other comprehensive loss $ ( 1.7 ) $ ( 0.6 )

Changes in derivative instruments were as follows for the nine months ended September 30:

Accumulated other comprehensive income (loss) $ 1.1 $ ( 2.5 )

De-designated portion of cash flow hedges, unamortized value

Accumulated other comprehensive income $ 2.7 $ —

Changes in derivative instruments were as follows for the three months ended March 31:

(Millions) 2026 2025

Cash flow hedges:

Designated cash flow hedges:

Changes in fair value, net of tax $ 7.9 $ ( 0.1 )

Reclassification of unrealized gains, net of tax $ ( 0.2 ) $ ( 0.1 )

As of September 30, 2025, the Company expects to recognize net losses of $ 1.7 million net of taxes, in interest expense during the next twelve months for interest settlements related to its interest rate swap agreement.

All or a portion of the change in fair value of the interest rate swap agreement recorded in accumulated other comprehensive income (loss) may be recognized in earnings in certain situations.

Reclassification of unrealized losses, net of tax $ ( 1.6 ) $ 0.2

De-designated cash flow hedges:

Reclassification of unrealized losses, net of tax $ ( 0.1 ) $ —

As of March 31, 2026, the Company expects to recognize net gains of $ 1.3 million, net of taxes, in interest expense during the next twelve months for interest settlements related to its interest rate swap agreement.

All or a portion of the change in fair value of the interest rate swap agreements recorded in accumulated other comprehensive income (loss) may be recognized in earnings in certain situations.

If the Company extinguishes all of its variable rate debt, or a portion of its variable rate debt such that the outstanding notional amount of the swap exceeds the outstanding notional amount of variable rate debt, all or a portion of the change in fair value of the swap may be recognized in earnings.

In addition, the change in fair value of the swap may be recognized in earnings if the Company determines it is no longer probable that it will have future variable rate cash flows to hedge against.

The Company has assessed the counterparty risk and determined that no substantial risk of default exists as of September 30, 2025, because the counterparty is a bank with a current credit rating at or above A, as determined by Moody’s Ratings, Standard & Poor’s Global Ratings and Fitch Ratings.

The swap agreement with the bank counterparty contains cross-default provisions whereby if the Company were to default on certain indebtedness and that indebtedness was to be accelerated, it could result in the counterparty terminating the outstanding swap agreement.

The Company has assessed the counterparties risk and determined that no substantial risk of default exists as of March 31, 2026, because each counterparty is a bank with a current credit rating at or above A, as determined by Moody’s Ratings, Standard & Poor’s Global Ratings and Fitch Ratings.

The swap agreements with each of the bank counterparties contain cross-default provisions whereby if the Company were to default on certain indebtedness and that indebtedness was to be accelerated, it could result in the counterparties terminating the outstanding swap agreements.

Were such a termination to occur, the party that was in a liability position under the applicable swap at the time of such termination would be required to pay the value of the swap, as determined in accordance with the terms of the applicable swap agreement, to the other party.

The Company’s obligations to the counterparty are secured and the Company does not post any separate collateral to the bank counterparty related to its interest rate swap agreement.

The Company’s obligations to the counterparties are secured and the Company does not post any separate collateral to the bank counterparties related to its interest rate swap agreements.

Balance Sheet Offsetting

The Company is party to master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions, with counterparties.

For financial statement presentation purposes, the Company does not offset assets and liabilities under these arrangements.

As of September 30, 2025, there were no derivative assets subject to enforceable master netting arrangements to offset against derivative liabilities.

The following table presents the Company’s derivative assets subject to an enforceable master netting arrangement as of March 31, 2026 and December 31, 2025.

the Condensed

Balance Sheets Gross Amount Not Offset

in the Condensed Consolidated

Balance Sheets

(Millions) Financial

Instruments Cash

March 31, 2026

Interest rate swaps $ 2.5 $ ( 2.5 ) $ — $ —

December 31, 2025:

Interest rate swaps $ 0.3 $ ( 0.3 ) $ — $ —

Information pertaining to derivative liabilities was as follows:

of Liabilities

the Condensed

Balance Sheets Gross Amount Not Offset

in the Condensed Consolidated

Balance Sheets

(Millions) Financial

Instruments Cash

March 31, 2026

Interest rate swaps $ 4.3 $ ( 2.5 ) $ — $ 1.8

December 31, 2025:

Interest rate swaps $ 7.2 $ ( 0.3 ) $ — $ 6.9

Fair Value of Financial Instruments:

6 unchanged sentences

Level 3 – Unobservable inputs for the asset or liability.

Financial instruments consist primarily of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, interest rate swaps and notes and other debt, Settlement Payable (as defined below), interest and dividends payable.

With respect to the Company’s financial instruments, the carrying amount of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, interest and dividends payable were estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments.

The fair value of interest rate swaps, notes and other debt, and Settlement Payable is measured on a recurring basis.

Financial instruments consist primarily of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, interest rate swaps and notes and other debt, interest and dividends payable.

With respect to the Company’s financial instruments, the carrying amount of cash, restricted cash, accounts receivable, accounts payable, interest and dividends payable were estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments.

The fair value of cash equivalents, interest rate swaps, and notes and other debt is measured on a recurring basis.

Non-financial assets and liabilities, including property, plant and equipment, intangible assets and asset retirement obligations, are measured at fair value on a non-recurring basis.

No event occurred during the nine months ended September 30, 2025 requiring any non-financial asset and liability to be subsequently recognized at fair value.

No event occurred during the three months ended March 31, 2026 requiring any non-financial asset and liability to be subsequently recognized at fair value.

The fair value of financial instruments was as follows:

(Millions) September 30,

(Millions) March 31,

2026 December 31,

Recorded at Fair Value in the Financial Statements:

Interest rate cap asset - Level 2 $ — $ 0.1

Cash equivalents - Level 1 (a) $ 750.1 $ —

Interest rate swap asset - Level 2 $ 2.5 $ 0.3

Interest rate swap liabilities - Level 2 $ 4.3 $ 7.2

Not Recorded at Fair Value in the Financial Statements:

Settlement Payable - Level 2 $ — $ 71.7

Notes and other debt - Level 2 (a) $ 9,338.2 $ 5,879.2

(a) Recognized at carrying value of $ 9,369.8 million and $ 5,868.7 million, excluding unamortized deferred financing costs, at September 30, 2025 and December 31, 2024, respectively.

The fair value of the interest rate swap was determined based on the present value of expected future cash flows using the applicable observable, quoted swap rates (USD-SOFR) for the full term of the swap and incorporating credit valuation adjustments to appropriately reflect both the Company’s own non-performance risk and non-performance risk of the respective counterparties.

As of September 30, 2025, the adjustment to the fair value of the interest rate swap to reflect non-performance risk was immaterial.

The estimated fair value of our outstanding notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy.

Old Uniti was required to make approximately $ 490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning October 2020 (the “Settlement Payable” ).

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 to Windstream.

See Note 14 .

The S ettlement Payable was initially recorded at fair value, using the present value of future cash flows discounted based on observable market data, and accordingly, we classified the inputs used as Level 2 in the fair value hierarchy.

There were no changes in the valuation methodologies used since the initial recording of the Settlement Payable.

Notes and other debt, including current portion - Level 2:

Included in current portion of notes and other debt $ 10.0 $ 10.1

Included in notes and other debt, net $ 10,788.2 $ 9,648.3

(a) As of March 31, 2026, cash equivalents included highly liquid, actively traded money market funds with next day access.

(b) Recognized at carrying value of $ 10,771.6 million and $ 9,630.8 million , including the current portion and excluding unamortized deferred financing costs, at March 31, 2026 and December 31, 2025, respectively.

The fair value of the interest rate swaps was determined based on the present value of expected future cash flows using the applicable observable, quoted swap rates (USD-SOFR) for the full term of the swaps and incorporating credit valuation adjustments to appropriately reflect both the Company’s own non-performance risk and non-performance risk of the respective counterparties.

As of March 31, 2026, the adjustment to the fair value of the interest rate swaps to reflect non-performance risk was immaterial.

Revenues from contracts with customers are accounted for under ASC Topic 606 - Revenues from Contracts with Customers (“ASC 606”) and are earned primarily through the provisioning of telecommunications and other services and through the sale of equipment to customers and contractors.

Revenues are also earned from leasing arrangements, federal and state USF programs and other regulatory-related sources and activities.

Revenues are also earned from leasing arrangements, federal and state Universal Service Fund (“USF”) programs and other regulatory-related sources and activities.

Consumer service revenues are generated from the provisioning of broadband and voice services to consumers.

17 unchanged sentences

Due to varying customer billing cycle cut-offs, management must estimate service revenues earned but not yet billed at the end of each reporting period.

Included in accounts receivable are unbilled revenues related to services and product sales of $ 16.9 million and $ 3.5 million at September 30, 2025 and December 31, 2024, respectively.

Included in accounts receivable are unbilled revenues related to services and product sales of $ 13.1 million and $ 16.7 million at March 31, 2026 and December 31, 2025, respectively.

Accounts receivable consists of the following as of:

(Millions) September 30, 2025 December 31, 2024

(Millions) March 31,

2026 December 31,

Accounts receivable $ 332.6 $ 371.6

5 unchanged sentences

Write-offs, net of recovered accounts ( 6.1 )

Balance as of September 30, 2025 $ 7.6

Balance as of March 31, 2026 $ 15.6

Contract Balances

9 unchanged sentences

Contract assets and liabilities from contracts with customers were as follows at:

(Millions) September 30,

(Millions) March 31,

2026 December 31,

1 unchanged sentence

Contract liabilities (b) $ 170.0 $ 173.9

(a) Included $ 33.3 million in other current assets and $ 30.3 million in other assets as of September 30, 2025.

(b) Included $ 110.8 million and $ 2.7 million in current deferred revenue and $ 62.3 million and $ 7.3 million in noncurrent deferred revenue as of September 30, 2025 and December 31, 2024, respectively.

(a) Included $ 31.2 million and $ 34.8 million in other current assets and $ 26.8 million and $ 26.9 million in other assets as of March 31, 2026 and December 31, 2025, respectively.

(b) Included $ 108.9 million and $ 112.9 million in current deferred revenue and $ 61.1 million and $ 61.0 million in noncurrent deferred revenue as of March 31, 2026 and December 31, 2025, respectively.

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2026 2025

Revenues recognized included in the opening contract

liability balance $ 0.8 $ 0.8 $ 3.6 $ 3.4

Revenues recognized included in the opening contract liability balance $ 89.0 $ 1.6

Remaining Performance Obligations – Remaining performance obligations represent services the Company is required to provide to customers under bundled or discounted arrangements, which are satisfied as services are provided over the contract term.

Certain contracts provide customers the option to purchase additional services or usage-based services.

The fees relate to the additional services or usage-based services are recognized when the customer exercises the option, typically on a month-to-month basis.

The fees relate to the additional services or usage-based services and are recognized when the customer exercises the option, typically on a month-to-month basis.

In determining the transaction price allocated, the Company does not include these non-recurring fees and estimates for usage, nor does it consider arrangements with an original expected duration of less than one year.

Remaining performance obligations reflect recurring charges billed, adjusted for discounts and promotional credits and revenue adjustments.

At September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 2.3 billion for contracts with original expected durations of more than one year remaining.

At March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 2.1 billion for contracts with original expected durations of more than one year remaining.

The Company expects to recognize approximately 30 %, 31 %, and 20 % of our remaining performance obligations as revenue during the remainder of 2026, 2027 and 2028, respectively, with the remaining balance thereafter.

3 unchanged sentences

Revenues disaggregated by category were as follows:

Three Months Ended September 30, 2025

(Millions) Kinetic Uniti Solutions Fiber Infrastructure Total

Fiber subscriber $ 77.7 $ — $ — $ 77.7

DSL subscriber and other 102.7 — — 102.7

Uniti Solutions:

Managed services — 121.7 — 121.7

TDM — 8.7 — 8.7

Business services 66.4 — — 66.4

Switched access 2.2 — — 2.2

Uniti Fiber — — 55.7 55.7

Wholesale 54.8 — 46.0 100.8

Total service revenues accounted for under

ASC 606 303.8 130.4 101.7 535.9

Sales revenues 11.7 0.4 1.6 13.7

Total revenues and sales accounted for

under ASC 606 315.5 130.8 103.3 549.6

Operating lease income 17.7 0.1 106.7 124.5

Other service and sales revenues (a) 27.1 4.8 16.6 48.5

Total revenues and sales $ 360.3 $ 135.7 $ 226.6 $ 722.6

Nine Months Ended September 30, 2025

(Millions) Kinetic Uniti Solutions Fiber Infrastructure Total

Three Months Ended March 31, 2026

(Millions) Kinetic Uniti

Solutions Fiber

Infrastructure Total

Fiber subscriber $ 130.9 $ — $ — $ 130.9

15 unchanged sentences

Total revenues and sales $ 536.9 $ 190.5 $ 260.1 $ 987.5

Three Months Ended September 30, 2024

(Millions) Kinetic Uniti Solutions Fiber Infrastructure Total

Fiber subscriber $ — $ — $ — $ —

DSL subscriber and other — — — —

Uniti Solutions:

Managed services — — — —

Business services — — — —

Switched access — — — —

Uniti Fiber — — 54.7 54.7

Wholesale — — 1.9 1.9

Total service revenues accounted for under

ASC 606 — — 56.6 56.6

Sales revenues — — 1.7 1.7

Total revenues and sales accounted for

under ASC 606 — — 58.3 58.3

Operating lease income — — 230.9 230.9

Other service and sales revenues (a) — — 3.0 3.0

Total revenues and sales $ — $ — $ 292.2 $ 292.2

Nine Months Ended September 30, 2024

(Millions) Kinetic Uniti Solutions Fiber Infrastructure Total

Three Months Ended March 31, 2025

(Millions) Kinetic Uniti

Solutions Fiber

Infrastructure Total

Fiber subscriber $ — $ — $ — $ —

20 unchanged sentences

The current and noncurrent portions of deferred contract acquisition and fulfillment costs are included in prepaid expenses and other assets, respectively, in the accompanying condensed consolidated balance sheets.

Amortization of deferred contract acquisition costs and amortization of deferred fulfillment costs are included in selling, general and administrative expenses and costs of services, respectively, in the accompanying condensed consolidated statements of income.

The following table presents the deferred contract acquisition and fulfillment costs as of:

(Millions) September 30,

(Millions) March 31,

2026 December 31,

7 unchanged sentences

Total deferred contract fulfillment costs $ 14.5 $ 9.5

There were no deferred contract fulfillment costs as of December 31, 2024.

Amortization of deferred contract acquisition costs was $ 1.6 million and $ 3.8 million for the three and nine months ended September 30, 2025, respectively.

Amortization of deferred contract acquisition costs was $ 1.1 million and $ 3.5 million for the three and nine months ended September 30, 2024, respectively.

Amortization of deferred contract fulfillment costs was $ 0.2 million for both the three and nine months ended September 30, 2025.

Amortization of deferred contract acquisition costs was $ 3.8 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively.

Amortization of deferred contract fulfillment costs was $ 1.0 million for the three months ended March 31, 2026.

There was no amortization of deferred contract fulfillment costs recorded during the three months ended March 31, 2025.

Employee Benefit Plans:

1 unchanged sentence

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

As previously discussed in Note 3 , the net pension benefit obligation as of August 1, 2025 was calculated based upon a number of actuarial assumptions, including an expected long-term rate of return on pension plan assets of 7.75 % and a discount rate of 5.64 %.

Factoring in these actuarial assumptions, the net pension benefit obligation was estimated to be $ 103.6 million as of August 1, 2025, of which $ 9.0 million was recorded to other current liabilities and $ 94.6 million was recorded to other liabilities.

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 will be contributed in both October 2025 and January 2026 and the remaining $ 2.9 million will be contributed in September 2026, 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.

The minimum required employer contributions to the pension plan in 2026 total $ 20.6 million, consisting of $ 7.4 million for the 2025 plan year and $ 13.2 million for the 2026 plan year.

In January 2026, the Company made a $ 4.5 million cash contribution to the pension plan attributable to the 2025 plan year and will contribute the remaining $ 2.9 million for the 2025 plan year in September 2026.

On April 15, 2026, the Company made in cash its required quarterly employer contribution for the 2026 plan year of $ 4.4 million.

The total amount of the 2026 employer contributions, and amount and timing of future contributions including any voluntary 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.

The components of pension income were as follows:

August 1-September 30,

(Millions) 2025

(Millions) March 31,

Benefits earned during the period (a) $ 0.5

7 unchanged sentences

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 plans is included in cost of services and selling, general and administrative expenses in the condensed consolidated statements of income.

Accumulated Other Comprehensive Loss:

Changes in accumulated other comprehensive loss by component were as follows:

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 $ 7.4 million for the three months ended March 31, 2026, as compared to $ 0.6 million for the three months ended March 31, 2025.

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

Accumulated Other Comprehensive Income (Loss):

Changes in accumulated other comprehensive income (loss) applicable to our cash flow hedges by component were as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2026 2025

Cash flow hedges:

Balance at beginning of period $ ( 1.9 ) $ ( 0.6 )

Interest rate cap:

Change in fair value of interest rate cap, net of tax — ( 0.1 )

Change in fair value of interest rate swap, net of tax ( 1.1 ) — ( 1.1 ) —

Amounts reclassified from accumulated other

comprehensive loss, net of tax — ( 0.1 ) 0.5 ( 0.1 )

Designated interest rate swaps:

Change in fair value of interest rate swaps, net of tax 7.9 —

Amounts reclassified from accumulated other comprehensive income (loss), net of tax ( 1.6 ) 0.2

De-designated interest rate swaps:

Amounts reclassified from accumulated other comprehensive income, net of tax ( 0.1 ) —

Balance at end of period $ 4.3 $ ( 0.5 )

Earnings Per Share:

As previously discussed in Note 2 in connection with the Merger, historical earnings per share data, including the weighted average number of common shares outstanding, has been retrospectively adjusted to reflect the exchange ratio for all periods presented.

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities.

The New Uniti Warrants issued in connection with the Merger are considered participating securities and are convertible into shares of our common stock for nominal additional consideration.

Accordingly, the New Uniti Warrants are included in the denominator for both basic and diluted earnings per share.

Dilutive earnings per share also includes the dilutive effect of the New Uniti Preferred Stock issued in the Merger, the 2027 convertible notes and exchangeable notes, restricted stock and performance-based awards outstanding during the period, if their effect is not anti-dilutive.

(Loss) Earnings Per Share:

As previously discussed in Note 2 in connection with the Merger, historical earnings per share data, including the weighted average number of common shares outstanding, have been retrospectively adjusted to reflect the exchange ratio for all periods presented.

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities.

The Warrants issued in connection with the Merger are considered participating securities and are convertible into shares of our common stock for nominal additional consideration.

Accordingly, the Warrants are included in the denominator for both basic and diluted earnings (loss) per share.

Dilutive earnings per share also includes the dilutive effect of the Preferred Stock issued in the Merger, the 2027 convertible notes, restricted stock and performance-based awards outstanding during the period, if their effect is not anti-dilutive.

Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock.

As participating securities, we included these instruments in the computation of earnings per share under the two-class method.

We also have outstanding performance-based restricted stock units that contain forfeitable rights to receive dividends.

As participating securities, we included these instruments in the computation of earnings (loss) per share under the two-class method.

We also have outstanding performance-based restricted stock units (“PSUs”) that contain forfeitable rights to receive dividends.

Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met.

The dilutive effect of the New Uniti Preferred Stock was calculated by using the “if-converted” method, which assumes an add-back of dividends to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares.

The dilutive effect of the 4.00 % exchangeable notes that matured and were repaid on June 15, 2024 (the “Exchange Notes”) and the 2027 convertible notes was calculated by using the “if-converted” method.

For the three and nine months ended September 30, 2024, the effect of the 2027 convertible notes and Exchange Notes were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.

The following sets forth the computation of basic and diluted earnings per share under the two-class method:

For the three months ended March 31, 2026, 1.0 million non-participating securities were excluded from the computation of earnings (loss) per share, as their performance conditions have not been met, and 2.1 million non-participating securities were excluded from the computation of earnings (loss) per share, as their effect would have been anti-dilutive due to our reported net loss for the period.

For the three months ended March 31, 2025, approximately 0.8 million PSUs were excluded from the computation of diluted earnings per share, as their performance conditions had not been met.

The dilutive effect of the Preferred Stock was calculated by using the “if-converted” method, which assumes an add-back of dividends to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares.

The dilutive effect of the 2027 convertible notes was calculated by using the “if-converted” method.

This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in the number of weighted average shares.

For the three months ended March 31, 2026, 102.7 million shares of Preferred Stock and 25.3 million potential common shares related to the 2027 convertible notes were excluded from the computation of earnings (loss) per share, because their effect would have been antidilutive due to our reported net loss for the period.

For the three months ended March 31, 2025, we excluded 25.3 million potential common shares related to the 2027 convertible notes from the computation of earnings per share, as their effect would have been anti-dilutive.

The following sets forth the computation of basic and diluted (loss) earnings per share under the two-class method:

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions, except per share data) 2026 2025

Basic earnings per share:

Net income attributable to shareholders $ 1,608.9 $ 12.2 $ 1,610.4 $ 71.8

Basic (loss) earnings per share:

Net (loss) income attributable to shareholders $ ( 70.3 ) $ 12.2

Income allocated to participating securities — ( 0.3 )

Dividends declared on Preferred Stock ( 15.5 ) —

Net income attributable to common shares $ 1,563.6 $ 11.9 $ 1,559.2 $ 70.3

Net (loss) income attributable to common shares $ ( 85.8 ) $ 11.9

Weighted-average common shares outstanding 234.6 143.5

Weighted-average New Uniti Warrants outstanding 11.6 — 3.9 —

Total basic weighted-average common shares

outstanding 215.2 143.2 167.8 143.0

Basic earnings per common share $ 7.26 $ 0.08 $ 9.29 $ 0.49

Weighted-average Warrants outstanding 17.5 —

Total basic weighted-average common shares outstanding 252.1 143.5

Basic (loss) earnings per common share ($ 0.34 ) $ 0.08

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions, except per share data) 2026 2025

Diluted earnings per share:

Net income attributable to common shares $ 1,563.6 $ 11.9 $ 1,559.2 $ 70.3

Diluted (loss) earnings per share:

Net (loss) income attributable to common shares $ ( 85.8 ) $ 11.9

Dividends declared on Preferred Stock — —

Impact on if-converted dilutive securities — —

Net income attributable to common shares $ 1,579.7 $ 11.9 $ 1,587.3 $ 70.3

Net (loss) income attributable to common shares $ ( 85.8 ) $ 11.9

Basic weighted-average common shares outstanding 252.1 143.5

1 unchanged sentence

Impact on if-converted dilutive securities — —

Total diluted weighted-average common shares

outstanding 320.9 143.2 220.0 143.0

Dilutive earnings per common share $ 4.92 $ 0.08 $ 7.21 $ 0.49

For the three and nine months ended September 30, 2025, 1.3 million non-participating securities were excluded from the computation of earnings per share, as their performance conditions have not been met, and 0.8 million non-participating securities were excluded from the computation of earnings per share, as their effect would have been anti-dilutive.

For the three and nine months ended September 30, 2024, 0.9 million non-participating securities were excluded from the computation of earnings per share, as their performance conditions have not been met.

For the three and nine months ended September 30, 2024, we excluded 25.3 million and 30.2 million potential common shares related to the 2027 convertible notes, respectively, from the computation of earnings per share, as their effect would have been anti-dilutive.

Total diluted weighted-average common shares outstanding 252.1 143.5

Dilutive (loss) earnings per common share ($ 0.34 ) $ 0.08

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.

7 unchanged sentences

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.

21 unchanged sentences

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 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, 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.

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

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

Capital expenditures for network enhancements and information technology-related projects benefiting the Company as a whole are not assigned to the segments and are presented as corporate/shared capital expenditures.

Asset information by segment is not monitored or reported to the CODM and therefore has not been presented.

Substantially all of our customers, operations and assets are located in the U.S., and we do not have any single customer that provides more than 10% of our total consolidated revenues and sales.

Substantially all of our customers, operations and assets are located in the U.S.

Following the Merger, we do not have any single customer that provides more than 10% of our total consolidated revenues and sales.

The following table summarizes our segment results:

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2026 2025

34 unchanged sentences

Revenue-driven costs (k) ( 9.5 ) ( 2.8 )

Allocated network operations and engineering

expenses ( 2.6 ) — ( 2.6 ) —

Allocated network operations expenses ( 2.6 ) —

Customer access (d) ( 2.9 ) —

1 unchanged sentence

Contribution margin $ 192.7 $ 253.3

Total segment revenues and sales from

external customers $ 722.6 $ 292.2 $ 1,317.3 $ 873.6

Total segment revenues and sales from external customers $ 987.5 $ 293.9

Total intersegment revenues 47.1 —

16 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2026 2025

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2026 2025

2 unchanged sentences

Total consolidated revenues and sales $ 987.5 $ 293.9

The following table reconciles total segment contribution margin to consolidated net income:

The following table reconciles total segment contribution margin to consolidated net (loss) income:

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions) 2026 2025

1 unchanged sentence

Depreciation and amortization ( 289.8 ) ( 79.7 )

Gain on sale of operating assets — — — 19.0

Transaction related and other costs ( 30.1 ) ( 7.8 )

1 unchanged sentence

Amortization of non-cash rights-of-use assets ( 0.1 ) ( 0.8 )

Severance costs — ( 0.1 ) — ( 1.6 )

Stock-based compensation ( 7.6 ) ( 3.8 )

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

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

Interest expense ( 168.2 ) ( 131.0 ) ( 467.0 ) ( 381.7 )

Income tax benefit 134.5 5.9 145.2 13.8

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

Income Taxes:

On July 4, 2025, H.R.1, also known as the One Big Beautiful Bill Act (the “Act”), was signed into law in the U.S.

and contains a broad range of tax reform provisions affecting businesses.

We evaluated the Act during the three months ended September 30, 2025.

The change in law, specifically to IRC Sec.

163(j), will reduce the amount of interest expense that is disallowed annually and is factored into the company’s assessment of the realizability of its deferred tax assets, including disallowed interest expense carryforward.

We expect the Act will change the timing of our cash tax payments in future periods.

We will continue to evaluate the impact of the Act as additional guidance becomes available.

In determining our quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on our expected annual income, statutory rates and tax planning opportunities.

Significant or unusual items are separately recognized in the quarter in which they occur.

For the three and nine months ended September 30, 2025, we recorded income tax benefits resulting in effective tax rates of ( 9.1 )% and ( 9.9 )% , respectively.

The effective tax rates differed from the statutory rate for the three and nine months ended September 30, 2025 primarily due to the nontaxable gain on settlement of preexisting relationships and deferred tax benefits, net of changes in valuation allowance, resulting from the Merger and related transactions, including 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, as well as change in valuation allowance recorded against current year income.

Following the Merger, the Company no longer operates as a REIT and is therefore subject to U.S.

federal, state and local corporate income taxes.

The table below further details the components of the income tax benefits recorded as of:

(Millions) Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

Income before income taxes $ 1,474.4 $ 1,465.2

Income tax expense at U.S.

statutory federal rate $ 309.6 $ 307.7

Nontaxable gain on settlement of preexisting relationships ( 353.9 ) ( 353.9 )

State income taxes, net of federal benefit 2.7 1.6

Benefit of REIT status for the pre-Merger period 12.4 6.0

Permanent differences ( 7.5 ) ( 7.0 )

Deferred tax impact of REIT liquidation ( 675.8 ) ( 675.8 )

Changes in valuation 581.7 581.7

Reversal of unrecognized tax benefit related to expiration of statute — ( 3.0 )

Other ( 3.7 ) ( 2.5 )

Total income tax benefit $ ( 134.5 ) $ ( 145.2 )

For the three and nine months ended September 30, 2024, we recorded income tax benefits of $ 5.9 million and $ 13.8 million , respectively, resulting in effective tax rates of ( 94.3 )% and ( 23.9 )% , respectively.

The provision for income taxes differed from the statutory rate for the three and nine months ended September 30, 2024 primarily due to the benefit of Old Uniti’s REIT status.

During the nine months ended September 30, 2025, we recognized $ 3.0 million of previously unrecognized tax benefits due to expiration of statute.

The Company has no remaining liability for unrecognized tax benefits as of September 30, 2025.

Other income, net 6.5 —

Gain (loss) on extinguishment of debt 1.2 ( 8.5 )

Interest expense, net ( 188.3 ) ( 129.5 )

Income tax (expense) benefit ( 0.6 ) 4.5

Net (loss) income $ ( 70.3 ) $ 12.2

Commitments and Contingencies:

4 unchanged sentences

Legal expenses associated with loss contingencies are expensed as incurred.

Windstream Pre-Merger Commitments

Prior to the Merger, in accordance with the terms of the settlement agreement with Windstream, including entry into the Windstream Leases, Old Uniti was obligated to make up to $ 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 $ 125.0 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.

Supplementary Unrestricted Subsidiary Information:

During 2024, we formed the Uniti Fiber ABS Parent LLC (“ABS Parent”) and 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 Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes.

During 2025, we formed the ABS Notes Obligors (other than Uniti Fiber GulfCo LLC, which was formed in 2024), 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 Credit Agreement and the applicable indentures governing the Company’s senior notes.

Below are the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, and the Condensed Consolidated Statements of Income for the nine months ended September 30, 2025 and 2024, respectively, of such unrestricted subsidiaries:

As of September 30, 2025

(Millions) Unrestricted Subsidiaries Restricted Subsidiaries Eliminations Consolidated

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

In conjunction with the issuance of the Kinetic ABS Notes, we formed Kinetic ABS Parent LLC (“Kinetic ABS Parent”), an indirect, bankruptcy-remote subsidiary of the Company, and we designated Kinetic ABS Parent as an unrestricted subsidiary under the credit agreements and the applicable indentures governing the Company’s outstanding senior notes.

We also formed the Kinetic ABS Notes Obligors, each a subsidiary of Kinetic ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company.

Each Kinetic ABS Notes Obligor is an unrestricted subsidiary under the credit agreements and the applicable indentures governing the Company’s senior notes.

See Note 5 for additional information regarding our asset-backed securities.

Below are the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, and the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively, of such unrestricted subsidiaries:

As of March 31, 2026

(Millions) Unrestricted

Subsidiaries Restricted

Subsidiaries Eliminations Consolidated

Current assets:

2 unchanged sentences

Accounts receivable, net 37.5 351.6 ( 72.1 ) 317.0

Inventories — 43.8 — 43.8

Prepaid expenses — 147.3 ( 1.7 ) 145.6

7 unchanged sentences

Total assets $ 2,070.5 $ 11,178.0 $ ( 137.1 ) $ 13,111.4

Liabilities and shareholders' equity (deficit):

Liabilities and shareholders' equity:

Current liabilities:

Current portion of long-term debt $ — $ 10.0 $ — $ 10.0

Accounts payable 58.4 201.0 ( 72.1 ) 187.3

11 unchanged sentences

Total liabilities 1,943.7 10,985.1 ( 137.1 ) 12,791.7

Shareholders' (deficit) equity:

Total shareholders' (deficit) equity ( 125.9 ) 806.7 — 680.8

Total liabilities and shareholders' equity (deficit) $ 553.5 $ 11,595.6 $ ( 69.9 ) $ 12,079.2

Shareholders' equity:

Total shareholders' equity 126.8 192.9 — 319.7

Total liabilities and shareholders' equity $ 2,070.5 $ 11,178.0 $ ( 137.1 ) $ 13,111.4

As of December 31, 2025

(Millions) Unrestricted Subsidiaries Restricted Subsidiaries Eliminations Consolidated

(Millions) Unrestricted

Subsidiaries Restricted

Subsidiaries Eliminations Consolidated

Current assets:

2 unchanged sentences

Accounts receivable, net 18.0 394.6 ( 53.6 ) 359.0

Inventories — 44.0 — 44.0

Prepaid expenses — 137.6 — 137.6

5 unchanged sentences

Operating lease right-of-use assets, net — 516.6 — 516.6

Deferred income tax assets, net — 128.0 — 128.0

Other assets 23.4 103.2 ( 31.0 ) 95.6

2 unchanged sentences

Current liabilities:

Current portion of long-term debt $ — $ 10.0 $ — $ 10.0

Accounts payable 47.7 177.4 ( 53.6 ) 171.5

8 unchanged sentences

Noncurrent deferred revenue 62.5 314.8 ( 8.6 ) 368.7

Deferred income tax assets, net — 17.7 — 17.7

Other liabilities — 256.1 — 256.1

3 unchanged sentences

Total liabilities and shareholders' equity (deficit) $ 736.4 $ 11,384.9 $ ( 84.6 ) $ 12,036.7

Nine Months Ended September 30, 2025

(Millions) Unrestricted Subsidiaries Restricted Subsidiaries Eliminations Consolidated

Three Months Ended March 31, 2026

(Millions) Unrestricted

Subsidiaries Restricted

Subsidiaries Eliminations Consolidated

Total revenues and sales $ 88.7 $ 929.9 $ ( 31.1 ) $ 987.5

6 unchanged sentences

Depreciation and amortization 15.8 274.0 — 289.8

Gain on sale of operating assets — — — —

Transaction related and other costs — 30.1 — 30.1

2 unchanged sentences

Other expense, net 0.1 6.4 — 6.5

Gain on settlement of preexisting relationships 0.2 1,685.2 — 1,685.4

Gain on extinguishment of debt — 1.2 — 1.2

Interest expense, net ( 23.2 ) ( 165.1 ) — ( 188.3 )

Income before income taxes 6.1 1,459.1 — 1,465.2

Income tax benefit — 145.2 — 145.2

Net income $ 6.1 $ 1,604.3 $ — $ 1,610.4

Nine Months Ended September 30, 2024

(Millions) Unrestricted Subsidiaries Restricted Subsidiaries Eliminations Consolidated

Total revenues and sales $ 46.8 $ 836.8 $ ( 10.0 ) $ 873.6

Income (loss) before income taxes 17.1 ( 86.8 ) — ( 69.7 )

Income tax expense — ( 0.6 ) — ( 0.6 )

Net income (loss) $ 17.1 $ ( 87.4 ) $ — $ ( 70.3 )

Three Months Ended March 31, 2025

(Millions) Unrestricted

Subsidiaries Restricted

Subsidiaries Eliminations Consolidated

Revenue and sales $ 32.0 $ 273.4 $ ( 11.5 ) $ 293.9

Costs and expenses:

5 unchanged sentences

Depreciation and amortization 5.8 73.9 — 79.7

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

Transaction related and other costs — 7.8 — 7.8

2 unchanged sentences

Other income, net — — — —

Loss on extinguishment of debt ( 3.2 ) ( 5.3 ) — ( 8.5 )

Interest expense, net ( 9.1 ) ( 120.4 ) — ( 129.5 )

2 unchanged sentences

Net (loss) income $ ( 0.4 ) $ 12.6 $ — $ 12.2

Subsequent Events:

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 were issued at an issue price of 100.0 % of their principal amount pursuant to an indenture, dated as of October 06, 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 Uniti Credit Agreement to, subject to receipt of customary regulatory approvals, extend the maturity date of the revolving facility thereunder to December 30, 2027.

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.

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 3.332 % 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 3.417 % and matures on October 31, 2030.

For all three interest rate swaps, the variable rate received is the one-month USD-SOFR (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.

Pension Plan Contribution – On October 15, 2025, the Company made in cash its required quarterly employer contribution to the qualified pension plan for the 2025 plan year of $ 4.5 million.

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 1. Financial Statements