Uniti Group Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three months ended March 31, 2026. This discussion should be read in conjunction with the accompanying condensed consolidated financial statements, and the notes thereto set forth in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q and the Company’s 2025 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2026. Overview 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 1.0 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 waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the U.S. and Canada. Our operations are organized into three business segments: Kinetic, Uniti Solutions and Fiber Infrastructure. See Notes 8 and 12 for additional information regarding the Company’s business segments. Prior to the Merger, Uniti Group LLC (F/k/a Uniti Group Inc.) (“Old Uniti”) was an independent internally managed real estate investment trust (“REIT”) engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry. Old Uniti managed its operations within two primary lines of business: Uniti Fiber and Uniti Leasing. Completion of Merger with Windstream On August 1, 2025, pursuant to the previously announced Agreement and Plan of Merger, dated as of May 3, 2024 (as amended) (the “Merger Agreement”), by and between Old Uniti, Windstream, the Company, New Uniti HoldCo LP and New Windstream Merger Sub, LLC, an indirect wholly owned subsidiary of Windstream (“Merger Sub”), Old Uniti and Windstream completed the following transactions: (a) Windstream merged with and into the Company (at such time, a direct wholly owned subsidiary of Windstream named Windstream Parent, Inc.), with the Company surviving the merger as the ultimate parent company of the combined company (the “Internal Reorg Merger”), and (b) Merger Sub merged with and into Old Uniti (the “Merger”), with Old Uniti surviving the Merger as an indirect wholly owned subsidiary of the Company. Following the consummation of the Merger, the Company was renamed Uniti Group Inc. and Old Uniti ceased to be a REIT and the Company does not qualify to be a REIT. 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. 44 Table of Contents In connection with the Internal Reorg Merger, prior to the effective time of the Merger, Windstream’s equityholders received (i) approximately 90.1 million shares of Common Stock representing approximately 35.42% of the outstanding shares of Common Stock, (ii) approximately 0.6 million shares of non-voting preferred stock of the Company (“Preferred Stock”) with a dividend rate of 11% per year for the first six years, subject to an additional 0.5% per year during each of the seventh and eighth year after the initial issuance and further increased by an additional 1% per year during each subsequent year, subject to a cap of 16% per year and with an aggregate liquidation preference of $575.0 million and (iii) approximately 17.6 million warrants to purchase Common Stock, with an exercise price of $0.01 per share (“Warrants”), representing approximately 6.9% of the outstanding Common Stock immediately following the Closing 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. 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 consolidated financial statements reflect the combined results of Old Uniti and Windstream. The Merger was a taxable transaction for U.S. federal income tax purposes. See N otes 1 , 2 and 3 to our accompanying condensed consolidated financial statements contained in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for additional information regarding the Merger. Segments Following the completion of the Merger, we updated our segment structure to include new operating segments for the acquired Windstream businesses, combined the legacy fiber and leasing businesses into a new segment and no longer reported corporate separately. Prior period segment information has been recast to reflect these changes for all periods presented. Our re portable business segments are as follows: Kinetic – We manage as one business our residential, business and wholesale operations in markets in which we are the incumbent local exchange carrier (“ILEC”) due to the similarities with respect to service offerings and marketing strategies. Residential customers can bundle voice, high-speed internet and video services, to provide one convenient billing solution and receive bundle discounts. We offer a wide range of advanced internet services, local and long-distance voice services, integrated voice and data services, and web conferencing products to our business customers. These services are equipped to deliver high-speed internet with competitive speeds, value added services to enhance business productivity and options to bundle services to meet our business customers’ needs. Products and services offered to business customers also include managed cloud communications and security services. Our Kinetic wholesale operations provide network bandwidth to other telecommunications carriers, network operators, governmental entities, content providers, and large cloud computing and storage service providers. These services include network transport services to end users, Ethernet and Wave transport of up to 400 Gigabits per second (“Gbps”), and dark fiber and colocation services. Wholesale services also include fiber-to-the-tower connections to support the wireless backhaul market. In addition, we offer voice and data carrier services to other communications providers and to larger-scale purchasers of network capacity. Kinetic service revenues also include revenue from federal and state Universal Service Fund (“USF”) programs, amounts received from the Rural Digital Opportunity Fund (“RDOF”), and certain surcharges assessed to our customers, including billings for our required contributions to federal and state USF programs. Kinetic sales revenues include sales of various types of communications equipment and products to customers, including selling network equipment to contractors on a wholesale basis. Uniti Solutions – We manage as one business our mid-market and large business customers located within markets in which we are a competitive local exchange carrier (“CLEC”) and provide services over network facilities primarily leased from other carriers. Products and services consist of software solutions and network connectivity offerings. Software solutions include Secure Access Service Edge (“SASE”), Unified Communications as a Service (“UCaaS”), OfficeSuite UC®, and associated network access products and services. SASE includes Software-Defined Wide Area Network (“SD-WAN”) and Security Service Edge (“SSE”) and associated network access products and services. Network connectivity offerings consist of dynamic internet protocol, dedicated internet access, multi-protocol label switching services, integrated voice and data, long distance and other managed services, including time-division multiplexing (“TDM”) voice and data services and certain surcharges assessed to customers. Uniti Solutions’ sales revenues include sales of high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers. 45 Table of Contents Fiber Infrastructure – We manage as one business our legacy fiber and leasing businesses combined with the CLEC portion of Windstream's acquired wholesale business. Our Fiber Infrastructure operations are focused on providing network bandwidth to other telecommunications carriers, network operators, content providers, and large cloud computing and storage service providers. Services provided include network transport services to end users, Ethernet and Wave transport of up to 400 Gbps, and dark fiber and colocation services. Services also include fiber-to-the-tower connections to support the wireless backhaul market. In addition, we offer voice and data carrier services to other communications providers and to larger-scale purchasers of network capacity. We are also engaged in the acquisition and construction of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis, in addition to the leasing of dark fiber on our existing dark fiber network assets that we either constructed or acquired. Fiber Infrastructure sales revenues primarily represent amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer. We evaluate the performance of each segment based on segment contribution margin which is computed as segment revenues and sales less segment expenses. Segment revenues are based upon each customer’s classification to an individual segment and include all services provided to that customer. Segment expenses include direct expenses incurred in providing services and products to segment customers and selling, general and administrative expenses that are directly associated with specific segment customers or activities. These direct expenses include network access and facilities, network operations and engineering, customer specific access costs, cost of sales, field operations, service delivery, sales and marketing, product development, licensing fees, provision for estimated credit losses, and compensation and benefit costs for employees directly assigned to the segments. Costs related to centrally-managed administrative functions, including information technology, accounting and finance, legal, human resources and other corporate management activities are not monitored by or reported to the chief operating decision maker (“CODM”) by segment. We also do not assign to the segments depreciation and amortization expense 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 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 (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. Other Significant Developments Debt Refinancing Transactions Completed in the First Quarter of 2026 Kinetic ABS Offering – 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 in February 2031. The Company intends to 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 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”). 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 solely to support the securitization program’s liquidity reserve and to cover specified payment shortfalls. As of the closing of the transactions on January 30, 2026, the Kinetic ABS Issuer has $960.1 million aggregate principal amount of Kinetic ABS Notes outstanding, zero principal amount of Kinetic ABS Class A-1 Variable Funding Notes outstanding and zero principal amount of Kinetic ABS Class A-1 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. While the Series 2026-1 Notes are outstanding, scheduled payments of interest are required to be made on the 25 th day of each calendar month, commencing on March 25, 2026. The Series 2026-1 Notes are subject to a series of customary covenants and restrictions. 46 Table of Contents Senior Unsecured Notes – On February 4, 2026, Uniti Services LLC, 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”) pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee (the “8.625% senior notes indenture”). Upon the guarantee of the 8.625% notes by each of the regulated subsidiaries that guarantee the existing 8.625% unsecured 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. See Note 5 to the condensed consolidated financial statements for additional information related to the issuance of the Kinetic ABS Notes and the additional 8.625% notes completed in the first quarter of 2026. Partial Termination of Interest Rate Swap Agreements – In conjunction with the above debt refinancing transactions, on January 28, 2026, the Company terminated a portion of each of the three interest rates swaps entered into on October 6, 2025, because the forecasted variable interest rate payments were no longer probable of occurring. 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. Financial and Performance Highlights The following is a summary of our operating results for the three months ended March 31, 2026: • We generated consolidated revenues and sales of $987.5 million for the three months ended March 31, 2026, up $693.6 million, when compared to the same period a year ago. The acquired operations of Windstream generated total revenues and sales of $809.3 million for the three months ended March 31, 2026. The Merger accounted for 82% of our total consolidated revenues and sales. During the first quarter of 2026, we entered into an indefeasible right of use (“IRU”) agreement for dark fiber with a large hyperscaler, resulting in $68.7 million in incremental sales revenues, compared to the first quarter of 2025. • We generated consolidated operating income of $110.9 million for the three months ended March 31, 2026, a decrease of $34.8 million, when compared to the same period a year ago. The acquired operations of Windstream generated operating income of $103.3 million for the three months ended March 31, 2026. Transaction-related and other costs were $30.1 million in the first quarter of 2026, up $22.3 million from the same period a year ago, primarily due to the Merger. • Within the Kinetic segment, service revenues and contribution margin during the first quarter of 2026 were $511.8 million and $235.5 million, respectively. We extended our fiber coverage during the quarter bringing our total to more than 1.9 million consumer premises passed or 41% of our Kinetic footprint as of March 31, 2026. We ended the first quarter with 564,000 consumer subscribers on our fiber network, representing a 29% fiber consumer subscriber penetration rate (calculated as the total number of fiber consumer subscribers divided by the total number of consumer premises passed). • Within the Uniti Solutions segment, we continued execution of our transformation strategy, which is shifting away from legacy TDM revenues and narrowing our focus to emphasize profitability for the valuable base of managed services customers. Service revenues and contribution margin for this segment during the first quarter of 2026 were $189.7 million and $95.8 million, respectively. • Our Fiber Infrastructure segment generated solid operating results highlighted by high demand from carriers, content providers and larger-scale purchasers of network capacity. Service revenues and contribution margin for this segment during the first quarter of 2026 were $187.5 million and $192.7 million, respectively. The acquired wholesale business of Windstream generated service revenues of $116.6 million and direct margin of $122.3 million in the first quarter of 2026. 47 Table of Contents Due to the relative size of the acquired Windstream operations in relation to Old Uniti's operations, the Merger had a significant impact on the operating results of the Company for the three months ended March 31, 2026. To facilitate a discussion and analysis of our results on a comparable basis, management has supplemented its discussion of the Company's results of operations under GAAP with supplemental unaudited pro forma condensed combined financial information based on the historical results of operations of Old Uniti and Windstream as if the Merger had been consummated on January 1, 2024. See the “Supplemental Unaudited Pro Forma Condensed Combined Financial Information” section within this MD&A for further information on the assumptions used in the preparation of the financial information. CONSOLIDATED RESULTS OF OPERATIONS The following table reflects the consolidated operating results for Uniti: Three Months Ended March 31, Increase (Decrease) (Millions) 2026 2025 Amount % Revenues and sales: Service revenues $ 889.0 $ 290.8 $ 598.2 * Sales revenues 98.5 3.1 95.4 * Total revenues and sales 987.5 293.9 693.6 * Costs and expenses: Cost of services (a) 358.2 31.4 326.8 * Cost of sales (a) 29.8 1.0 28.8 * Selling, general and administrative 168.7 28.3 140.4 * Depreciation and amortization 289.8 79.7 210.1 * Transaction related and other costs (b) 30.1 7.8 22.3 * Total costs and expenses 876.6 148.2 728.4 * Operating income 110.9 145.7 (34.8) (24) Other income, net (c) 6.5 — 6.5 * Gain (loss) on extinguishment of debt (d) 1.2 (8.5) (9.7) (114) Interest expense, net (188.3) (129.5) 58.8 45 (Loss) income before income taxes (69.7) 7.7 (77.4) * Income tax (expense) benefit (0.6) 4.5 (5.1) (113) Net (loss) income $ (70.3) $ 12.2 $ (82.5) * * Not meaningful (a) Amounts are exclusive of depreciation and amortization included below. (b) Transaction related and other costs include professional services and fees, integration costs, and other miscellaneous costs. For additional information related to these expenses see the corresponding section of Note 3 to the condensed consolidated financial statements. (c) Primarily includes $5.3 million of interest income earned on short-term investments. (d) See corresponding section of Note 5 to the condensed consolidated financial statements for information related to the gain (loss) on extinguishment of debt recorded in each period. 48 Table of Contents Service Revenues The following table reflects the primary drivers of the changes in service revenues compared to the same period a year ago: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase attributable to the Merger $ 783.4 Decrease in Fiber Infrastructure service revenues (a) (185.2) Net increase in service revenues $ 598.2 (a) Decrease primarily reflects the absence of leasing revenues from Windstream subsequent to August 1, 2025, resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger. Sales Revenues Sales revenues include sales of various types of communications equipment and products to customers including selling network equipment to contractors on a wholesale basis. Consumer product sales include home networking equipment, computers and phones. Uniti Solutions product sales include high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers. Sales revenues also include amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer. Revenues from sales-type leases were $71.4 million and $2.7 million for the three months ended March 31, 2026 and 2025 respectively. The following table reflects the primary drivers of the changes in sales revenues compared to the same period a year ago: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase attributable to sales-type leases (a) $ 68.7 Increase attributable to the Merger 25.9 Increase in Fiber Infrastructure equipment and other sales 0.8 Increase in sales revenues $ 95.4 (a) Increase attributable to an IRU dark fiber agreement with one large hyperscaler entered into during the first quarter of 2026. Cost of Services Cost of services expense primarily consists of charges incurred for network operations, interconnection, and business taxes. Network operations charges include salaries and wages, materials, contractor costs, IT support and costs to lease certain network facilities. Interconnection expense consists of charges incurred to access the public switched network and transport traffic to the internet, including charges paid to other carriers for access points where we do not own the primary network infrastructure. Other expenses consist of third-party costs for ancillary voice and data services, business taxes, and business and financial services. 49 Table of Contents The following table reflects the primary drivers of the changes in cost of services compared to the same period a year ago: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase attributable to the Merger $ 329.8 Decrease in network and other operations (3.0) Net increase in cost of services $ 326.8 Cost of Sales Cost of sales represents the associated cost of equipment and the net carrying value of fiber for sales-type leases. The following table reflects the primary drivers of the changes in cost of sales compared to the same period a year ago: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase attributable to the Merger $ 28.0 Increase attributable to sales-type leases 0.8 Increase in cost of sales $ 28.8 The net changes in cost of sales were consistent with the net changes in sales revenues. Selling, General and Administrative (“SG&A”) SG&A expenses result from sales and marketing efforts, advertising, IT support, provision for estimated credit losses, costs associated with corporate and other support functions and professional fees. These expenses include salaries, wages and employee benefits not directly associated with the provisioning of services to our customers. The following table reflects the primary drivers of the changes in SG&A expenses compared to the same period a year ago: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase attributable to the Merger $ 134.9 Increase in stock-based compensation (a) 3.8 Increase in other costs 1.7 Increase in SG&A $ 140.4 (a) Increase was primarily attributable to incremental expense associated with stock-based awards granted to select management employees of Old Uniti in 2025, for which vesting was contingent upon the closing of the Merger. Depreciation and Amortization Depreciation and amortization expense includes the depreciation of property, plant and equipment and the amortization of intangible assets. Substantially all of the increase in depreciation and amortization during the first quarter of 2026 was attributable to the Merger. 50 Table of Contents Operating Income The Company reported operating income of $110.9 million and $145.7 million for the three months ended March 31, 2026 and 2025, respectively. Compared to the same period of 2025, operating income decreased $34.8 million, or 24%, primarily reflecting higher transaction related and other costs related to the Merger of $22.3 million, a decrease in operating lease revenues of $155.5 million, primarily due to the absence of leasing revenues from Windstream subsequent to August 1, 2025 resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger, and the incremental increase in stock-based compensation expense. The unfavorable effects of these items on operating income for the three months ended March 31, 2026 were partially offset by the incremental operating income of $103.3 million attributable to the acquired Windstream operations. Interest Expense The following table reflects the primary drivers of the change in interest expense, net compared to the same period a year ago: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Senior secured notes $ 31.9 Senior unsecured notes 26.3 Senior secured revolving credit facility - variable rate 2.4 ABS Notes and bridge loan facility 4.8 Kinetic ABS Notes 0.6 Interest rate cap (0.2) Interest rate swaps (0.6) Amortization of deferred financing costs and debt premium/discount (4.8) Accretion of settlement payable (0.9) Capitalized interest (4.2) Other 3.5 Total interest expense, net $ 58.8 As presented in the table above, interest expense, net increased $58.8 million for the three months ended March 31, 2026 as compared to the same period in 2025. The increase reflects the incremental net increase of approximately $4.5 billion in aggregate long-term debt outstanding following the completion of the Merger and debt refinancing transactions completed in the fourth quarter of 2025 and first quarter of 2026. See Note 5 to the condensed consolidated financial statements for additional information related to our long-term debt obligations. 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. 51 Table of Contents BUSINESS SEGMENT OPERATING RESULTS KINETIC Results of Operations The following table reflects the Kinetic segment results of operations: Three Months Ended March 31, Increase (Decrease) (Millions) 2026 2025 Amount % Revenues and sales: Service revenues: Fiber subscriber $ 144.8 $ — $ 144.8 * DSL subscriber and other 145.6 — 145.6 * Total consumer 290.4 — 290.4 * Business services 99.6 — 99.6 * Wholesale 78.1 — 78.1 * RDOF funding 13.1 — 13.1 * State USF 12.8 — 12.8 * Switched access 3.5 — 3.5 * End user surcharges 14.3 — 14.3 * Intersegment revenues 11.1 — 11.1 * Total service revenues 522.9 — 522.9 * Sales revenues 25.1 — 25.1 * Total revenues and sales 548.0 — 548.0 * Compensation expense (94.0) — 94.0 * Non-compensation managed expenses (65.9) — 65.9 * Revenue-driven costs (53.2) — 53.2 * Network access and facilities (47.3) — 47.3 * Allocated network and customer operations expenses (12.0) — 12.0 * Customer access (6.2) — 6.2 * Intersegment costs and expenses (33.9) — 33.9 * Contribution margin $ 235.5 $ — $ 235.5 * * Not meaningful The increase in Kinetic segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream. 52 Table of Contents A summary of Kinetic broadband customers was as follows as of March 31, 2026: (Thousands) Fiber consumer broadband customers 564.3 DSL consumer broadband customers 409.1 Total consumer broadband customers 973.4 We expect continued growth in our fiber broadband customer base and declines in DSL customers, primarily in lower speed areas, due to the effects of competition and our existing customers transitioning to our fiber-based broadband services. Our ability to deliver faster internet speeds across our footprint should drive gains in market share and corresponding growth in consumer and business revenues. UNITI SOLUTIONS Results of Operations The following table reflects the Uniti Solutions segment results of operations: Three Months Ended March 31, Increase (Decrease) (Millions) 2026 2025 Amount % Revenues and sales: Service revenues: Managed services $ 175.5 $ — $ 175.5 * TDM 8.0 — 8.0 * End user surcharges 6.2 — 6.2 * Intersegment revenues 1.3 — 1.3 * Total service revenues 191.0 — 191.0 * Sales revenues 0.8 — 0.8 * Total revenues and sales 191.8 — 191.8 * Compensation expense (15.3) — 15.3 * Non-compensation managed expenses (1.6) — 1.6 * Revenue-driven costs (27.6) — 27.6 * Customer access (40.4) — 40.4 * Intersegment costs and expenses (11.1) — 11.1 * Contribution margin $ 95.8 $ — $ 95.8 * * Not meaningful The increase in Uniti Solutions segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream. 53 Table of Contents FIBER INFRASTRUCTURE Results of Operations The following table reflects the Fiber Infrastructure segment results of operations: Three Months Ended March 31, Increase (Decrease) (Millions) 2026 2025 Amount % Revenues and sales: Service revenues: Uniti Wholesale (a) $ 111.3 $ 222.4 $ (111.1) (50) Uniti Fiber 76.2 68.4 7.8 11 Intersegment revenues (b) 34.7 — 34.7 * Total service revenues 222.2 290.8 (68.6) (24) Sales revenues (c) 72.6 3.1 69.5 * Total revenues and sales 294.8 293.9 0.9 — Network access and facilities expenses (d) (60.9) (22.5) 38.4 171 Compensation expenses (d) (19.1) (11.7) 7.4 63 Non-compensation managed expenses (5.0) (3.6) 1.4 39 Revenue-driven costs (d) (9.5) (2.8) 6.7 * Allocated network and customer operations expenses (d) (2.6) — 2.6 * Customer access (d) (2.9) — 2.9 * Intersegment costs and expenses (e) (2.1) — 2.1 * Contribution margin $ 192.7 $ 253.3 $ (60.6) (24) * Not meaningful (a) Decrease primarily reflects the absence of leasing revenues from Windstream subsequent to August 1, 2025, resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger previously discussed, partially offset by incremental revenues of $78.2 million attributable to the acquired wholesale operations of Windstream. (b) Consists of intercompany charges to Kinetic and Uniti Solutions primarily for usage of network and colocation facilities owned or operated by Fiber Infrastructure. (c) Increase was primarily attributable to revenues from sales-type leases and reflects the impact of the IRU dark fiber agreement with a large hyperscaler entered into during the first quarter of 2026, as previously discussed. (d) Increase was primarily attributable to the acquired wholesale operations of Windstream, which accounted for $42.2 million of the increase in network access and facilities expense, $8.7 million of the increase in compensation expense and $5.9 million of the increase in revenue driven costs. (e) Consists of intercompany charges from Kinetic for resale access services. 54 Table of Contents SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The supplemental unaudited pro forma combined consolidated results of operations for the three months ended March 31, 2025 is presented to illustrate the estimated impacts of the Merger, which was consummated on August 1, 2025, based on the historical results of operations of Old Uniti and Windstream after giving effect to the Merger and the assumptions and adjustments further described below. See Notes 1 , 2 and 3 to the condensed consolidated financial statements for additional information on the Merger. The supplemental unaudited pro forma condensed combined financial information is presented as if the Merger had been consummated on January 1, 2024, and combines the historical results of Old Uniti and Windstream. The unaudited supplemental pro forma condensed combined financial information set forth below primarily gives effect to the following assumptions and adjustments: • Application of the acquisition method of accounting; • Each share of Old Uniti’s common stock that was issued and outstanding was automatically converted into 0.6029 shares of Common Stock • Internal Reorg Merger; and • Conformance of accounting policies. The supplemental unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the completion of the acquisition. We utilized estimated fair values at the Merger date for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed. During the measurement period, we will continue to obtain information to assist in determining the fair value of net assets acquired, which may differ materially from these preliminary estimates. The supplemental unaudited pro forma condensed combined financial information has been prepared in accordance with SEC Regulation S-X Article 11 and is not necessarily indicative of the results of operations that would have been realized had the transactions been completed as of January 1, 2024, nor are they meant to be indicative of our anticipated combined future results. In addition, the accompanying supplemental unaudited pro forma condensed combined statements of operations do not reflect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the Merger. Under SEC Regulation S-X Article 11, no adjustments were made to certain expenses recorded in the historical financial statements such as gain on settlement of preexisting relationships, transaction costs, and tax benefit from tax restructuring. In contrast, under the pro forma presentation in Note 3 to the condensed consolidated financial statements, these expenses are required to be included in prior year pro forma results as if the costs were incurred at the beginning of the pro forma period. The supplemental unaudited pro forma condensed combined financial information includes adjustments for the settlement of preexisting relationships, depreciation for property and equipment acquired, amortization for intangible assets acquired, stock-based compensation expense, interest expense for acquisition financing, incremental interest expense to amortize the fair value adjustment to assumed debt over the remaining life of the debt instruments, and reversal of historical amortization expense related to the elimination of deferred commission and deferred costs to fulfill, which do not qualify for separate asset recognition by the Company. The fair value of the customer relationship intangible asset and related amortization expense contemplate the value of the acquired contracts. A blended statutory tax rate of 25% was utilized to tax effect all related adjustments. 55 Table of Contents The supplemental unaudited pro forma combined segment results of operations for the three months ended March 31, 2025 presented herein are based upon the combined historical financial information of Old Uniti and Windstream and exclude the effects of intercompany transactions that existed between the companies prior to the Merger. Because depreciation and amortization expense and interest expense are not allocated to the segments, the supplemental unaudited pro forma combined segment results of operations do not include the effects of the pro forma adjustments to depreciation and amortization expense, interest expense nor the elimination of historical amortization of deferred commission and deferred costs to fulfill discussed above. Accordingly, the supplemental unaudited pro forma combined segment results of operations information presented for the three months ended March 31, 2025 has not been prepared in accordance with SEC Regulation S-X Article 11. The supplemental unaudited pro forma combined segment results of operations are presented for informational purposes only and are not intended to represent nor necessarily be indicative of what the combined company’s business segment results of operations would have been had the Merger been completed on January 1, 2024. The supplemental unaudited pro forma combined segment results of operations results do not reflect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the Merger. The following table compares the Company’s actual consolidated operating results for the first quarter of 2026 (GAAP basis) to the first quarter of 2025 (prepared on a pro forma combined basis): GAAP Pro Forma Increase (Decrease) Three Months Ended March 31, (Millions) 2026 2025 Amount % Revenues and sales: Service revenues $ 889.0 $ 964.4 $ (75.4) (8) Sales revenues 98.5 12.9 85.6 * Total revenues and sales 987.5 977.3 10.2 1 Costs and expenses: Cost of services (a) 358.2 399.3 (41.1) (10) Cost of sales (a) 29.8 11.5 18.3 159 Selling, general and administrative 168.7 173.3 (4.6) (3) Depreciation and amortization 289.8 238.9 50.9 21 Gain on sale of operating assets — (25.8) (25.8) (100) Transaction related and other costs 30.1 11.1 19.0 171 Total costs and expenses 876.6 808.3 68.3 8 Operating income 110.9 169.0 (58.1) (34) Other income, net 6.5 4.0 2.5 63 Gain (loss) on extinguishment of debt 1.2 (8.5) (9.7) (114) Interest expense, net (188.3) (188.0) 0.3 * Loss before income taxes (69.7) (23.5) 46.2 * Income tax (expense) benefit (0.6) 6.5 (7.1) * Net loss (70.3) (17.0) 53.3 * Dividends declared on convertible preferred stock (15.5) (16.1) (0.6) (4) Net loss attributable to common shareholders $ (85.8) $ (33.1) $ 52.7 159 * Not meaningful (a) Amounts are exclusive of depreciation and amortization included below. 56 Table of Contents Service Revenues The following table reflects the primary drivers of the change in the first quarter of 2026 actual service revenues compared to the same period a year ago prepared on a pro forma combined basis: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase in Fiber Infrastructure service revenues (a) $ 18.7 Decrease in Kinetic service revenues (b) (44.6) Decrease in Uniti Solutions revenues (c) (49.5) Net decrease in service revenues $ (75.4) (a) Increase was primarily attributable to price increases for transport and TDM services, as well as the effect of favorable adjustments to our reserves maintained for billing disputes with other carriers for their access to our networks. (b) Decrease primarily reflects declines in consumer, business and wholesale revenues. The decrease in consumer revenues reflects a decline in DSL subscriber and other revenues due to the effects of continued declines in DSL customers and lower demand for consumer voice-only services. The decrease in business revenues was primarily attributable to customer churn and a decline in new sales to customers. Finally, the decrease in wholesale revenues was primarily due to declines in facilities-based resale access revenues due to customer churn and initiatives to bring service onto our network and higher customer churn for legacy TDM and transport services. (c) Decrease was primarily due to higher customer churn for legacy services as we continue to transition customers from TDM services. As a result, service revenues reflect reductions in traditional voice, long-distance and data and integrated services, as well as declines in long-distance usage. Sales Revenues The following table reflects the primary drivers of the change in the first quarter of 2026 actual sales revenues compared to the same period a year ago prepared on a pro forma combined basis: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase in Fiber Infrastructure sales revenues (a) $ 69.5 Increase in Kinetic sales revenues (b) 15.5 Increase in Uniti Solutions sales revenues 0.6 Increase in sales revenues $ 85.6 (a) Increase is primarily attributable to revenues from sales-type leases for fiber where control of the fiber has transferred to the customer. Revenues from sales-type leases were $71.4 million for the three months ended March 31, 2026, compared to $2.7 million for the same period of 2025 on a pro forma combined basis. (b) Increase reflects higher contractor sales due to increased outsourcing of fiber construction projects to external contractors. 57 Table of Contents Cost of Services The following table reflects the primary drivers of the change in the first quarter of 2026 actual cost of services compared to the same period a year ago prepared on a pro forma combined basis: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase in other costs $ 5.6 Decrease in federal USF expense (0.7) Decrease in interconnection expense (a) (16.9) Decrease in network and other operations (b) (29.1) Net decrease in cost of services $ (41.1) (a) Decrease in interconnection expense was attributable to increased legacy customer churn for TDM services and lower long-distance usage. (b) Decrease was attributable to lower facility costs and decreases in salary expense resulting from workforce reductions completed in both 2026 and 2025. Cost of Sales The following table reflects the primary drivers of the change in the first quarter of 2026 actual cost of sales compared to the same period a year ago prepared on a pro forma combined basis: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase in Kinetic cost of sales $ 16.6 Increase in Fiber Infrastructure cost of sales 0.9 Increase in Uniti Solutions cost of sales 0.8 Increase in cost of sales $ 18.3 The net change in cost of sales was consistent with the net change in sales revenues. Selling, General and Administrative (“SG&A”) The following table reflects the primary drivers of the change in the first quarter of 2026 actual SG&A expenses compared to the same period a year ago prepared on a pro forma combined basis: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase in other costs $ 1.5 Increase in sales and marketing (a) 4.3 Increase in provision for estimated credit losses 1.9 Decrease in compensation and benefits (b) (12.3) Net increase in SG&A $ (4.6) 58 Table of Contents (a) Increase was primarily attributable to higher advertising costs consistent with the Company’s initiatives to expand penetration of our fiber-based broadband services within our Kinetic footprint. (b) Decrease was primarily attributable to lower salary costs due to workforce reductions completed in both 2026 and 2025. Depreciation and Amortization The change in actual depreciation and amortization expense compared to the same period a year ago on a pro forma combined basis consisted of the following: Three Months Ended March 31, 2026 Increase (Decrease) (Millions) Amount Increase in depreciation expense (a) $ 38.8 Increase in amortization expense (b) 12.1 Increase in depreciation and amortization expense $ 50.9 (a) Increase primarily reflects incremental depreciation expense related to new additions of property, plant and equipment. (b) Increase reflects timing differences in the recognition of amortization expense resulting from the use of an accelerated amortization method (sum-of-the-years-digits method) to amortize the customer relationships intangible assets acquired in the Merger, the effect of which results in an annual decline in expense each period as the intangible assets amortize. Because the supplemental unaudited pro forma condensed combined financial information assumed a Merger completion date of January 1, 2024, amortization expense for the first quarter of 2025 reflected a decrease of $12.5 million on a pro forma combined basis, when compared to actual amortization expense recognized in the first quarter of 2026. Operating Income The Company reported actual operating income of $110.9 million for the three months ended March 31, 2026, compared to operating income of $169.0 million for the same period of 2025, on a pro forma combined basis. The decrease in year-over-year operating income primarily reflects an increase in transaction related and other costs related to the Merger of $19.0 million, as well as a reduction in reported gains from the sale of IPv4 addresses of $25.8 million. In addition, the decrease in year-over-year operating income also reflected the overall decline in service revenues previously discussed, partially offset by lower interconnections costs attributable to rate reductions and cost improvements from the continuation of network efficiency projects, and lower salary costs due to workforce reductions completed in 2026 and 2025. Income Taxes For the three months ended March 31, 2026, the Company recognized actual income tax expense of $0.6 million primarily related to state and local income taxes. Comparatively, the Company recognized an income tax benefit of $6.5 million, for the same period of 2025, on a pro forma combined basis, primarily related to the benefit of Old Uniti’s REIT status, the change in valuation allowance recorded against current year income and current state income tax, and 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. 59 Table of Contents Supplemental Unaudited Segment Results of Operations KINETIC The following table presents the actual results of operations for the first quarter of 2026 (GAAP basis) compared to the first quarter of 2025 (prepared on a pro forma combined basis) for the Kinetic segment: GAAP Pro Forma Increase (Decrease) Three Months Ended March 31, (Millions) 2026 2025 Amount % Revenues and sales: Service revenues: Fiber subscriber $ 144.8 $ 114.9 $ 29.9 26 DSL subscriber and other 145.6 188.2 (42.6) (23) Total consumer (a) 290.4 303.1 (12.7) (4) Business services (b) 99.6 106.6 (7.0) (7) Wholesale (c) 78.1 103.3 (25.2) (24) RDOF funding 13.1 13.1 — — State USF 12.8 14.5 (1.7) (12) Switched access 3.5 3.2 0.3 9 End user surcharges 14.3 12.6 1.7 13 Intersegment revenues (d) 11.1 13.4 (2.3) (17) Total service revenues 522.9 569.8 (46.9) (8) Sales revenues (e) 25.1 9.6 15.5 161 Total revenues and sales 548.0 579.4 (31.4) (5) Compensation expense (f) (94.0) (107.8) (13.8) (13) Non-compensation managed expenses (65.9) (58.6) 7.3 12 Revenue-driven costs (g) (53.2) (37.5) 15.7 42 Network access and facilities (h) (47.3) (53.3) (6.0) (11) Allocated network and customer operations expenses (12.0) (14.5) (2.5) (17) Customer access (i) (6.2) (8.0) (1.8) (23) Intersegment costs and expenses (33.9) (35.2) (1.3) (4) Contribution margin $ 235.5 $ 264.5 $ (29.0) (11) (a) Decrease reflects a decline in DSL subscriber and other revenues due to the effects of continued declines in DSL customers and lower demand for consumer voice-only services. The decrease was partially offset by growth in fiber subscriber revenues, consistent with the growth in fiber consumer broadband customers. (b) Decrease was primarily attributable to customer churn and a decline in new sales to customers. (c) Decrease was primarily due to declines in facilities-based resale access revenues due to customer churn and initiatives to bring service onto our network and higher customer churn for legacy TDM and transport services. (d) Consists of intercompany charges to Uniti Solutions and Fiber Infrastructure primarily for resale access services. Decrease primarily reflects a reduction in intercompany billings to Uniti Solutions, consistent with the overall decline in that segment’s revenues and sales from external customers. (e) Increase reflects higher contractor sales due to increased outsourcing of fiber construction projects to external contractors. 60 Table of Contents (f) Decrease primarily reflects the beneficial effects of an increase in capitalized internal labor costs compared to the prior year periods consistent with the Company’s accelerated deployment of fiber in our Kinetic footprint and the expansion of our workforce to augment our internal fiber construction operations. (g) Increase reflects higher cost of product sales consistent with the increase in contractor sales discussed in (e) above. (h) Decrease was attributable to cost improvements from the continuation of network efficiency projects and rate reduction efforts and increased legacy customer churn, as we continue to transition customers from TDM services. (i) Decrease attributable to increased customer churn and rate reduction efforts. UNITI SOLUTIONS The following table presents the actual results of operations for the first quarter of 2026 (GAAP basis) compared to the first quarter of 2025 (prepared on a pro forma combined basis) for the Uniti Solutions segment: GAAP Pro Forma Increase (Decrease) Three Months Ended March 31, (Millions) 2026 2025 Amount % Revenues and sales: Service revenues: Managed services (a) $ 175.5 $ 209.8 $ (34.3) (16) TDM (a) 8.0 20.6 (12.6) (61) End user surcharges 6.2 8.8 (2.6) (30) Intersegment revenues 1.3 1.3 — — Total service revenues 191.0 240.5 (49.5) (21) Sales revenues 0.8 0.2 0.6 * Total revenues and sales 191.8 240.7 (48.9) (20) Compensation expense (b) (15.3) (22.1) (6.8) (31) Non-compensation managed expenses (1.6) (2.9) (1.3) (45) Revenue-driven costs (c) (27.6) (33.5) (5.9) (18) Customer access (d) (40.4) (50.1) (9.7) (19) Intersegment costs and expenses (e) (11.1) (13.6) (2.5) (18) Contribution margin $ 95.8 $ 118.5 $ (22.7) (19) * Not meaningful (a) Decrease was primarily due to higher customer churn for legacy services as we continue to transition customers from TDM services. As a result, service revenues reflect reductions in traditional voice, long-distance and data and integrated services, as well as declines in long-distance usage. (b) Decrease was primarily attributable to reduced internal labor costs due to workforce reductions. (c) Decrease was consistent with the overall reduction in service revenues primarily attributable to customer churn and the corresponding reductions in third-party commissions, bad debt expense and federal and state USF fees. (d) Decrease was consistent with the overall decline in interconnect costs attributable to cost improvements from the continuation of network efficiency projects, increased legacy customer churn, and lower long-distance usage. (e) Decrease was consistent with the overall decline in intercompany billings from Kinetic primarily for resale access services as previously discussed. 61 Table of Contents FIBER INFRASTRUCTURE The following table presents the actual results of operations for the first quarter of 2026 (GAAP basis) compared to the first quarter of 2025 (prepared on a pro forma combined basis) for the Fiber Infrastructure segment: GAAP Pro Forma Increase (Decrease) Three Months Ended March 31, (Millions) 2026 2025 Amount % Revenues and sales: Service revenues: Uniti Wholesale (a) $ 111.3 $ 100.7 $ 10.6 11 Uniti Fiber 76.2 68.1 8.1 12 Intersegment revenues 34.7 36.3 (1.6) (4) Total service revenues 222.2 205.1 17.1 8 Sales revenues (b) 72.6 3.1 69.5 * Total revenues and sales 294.8 208.2 86.6 42 Network access and facilities expenses (60.9) (65.7) (4.8) (7) Compensation expenses (c) (19.1) (23.3) (4.2) (18) Non-compensation managed expenses (5.0) (5.0) — — Revenue-driven costs (d) (9.5) (6.9) 2.6 38 Allocated network and customer operations expenses (2.6) (3.0) (0.4) (13) Customer access (2.9) (3.1) (0.2) (6) Intersegment costs and expenses (2.1) (2.2) (0.1) (5) Contribution margin $ 192.7 $ 99.0 $ 93.7 95 * Not meaningful (a) Increase was primarily attributable to price increases for transport and TDM services, as well as the effect of favorable adjustments to our reserves maintained for billing disputes with other carriers for their access to our networks. (b) Increase was primarily attributable to revenues from sales-type leases for fiber where control of the fiber has transferred to the customer. Revenues from sales-type leases were $71.4 million and $2.7 million for the three months ended March 31, 2026 and 2025 respectively. The increase in revenues from sales-type lease reflects the impact of the IRU dark fiber agreement with a large hyperscaler entered into in the first quarter of 2026, as previously discussed. (c) Decrease was primarily attributable to reduced internal labor costs due to workforce reductions. (d) Increase is consistent with the changes in sales revenues discussed in (b) above. 62 Table of Contents Regulatory Matters Uniti is subject to regulatory oversight in the U.S. by the Federal Communications Commission (“FCC”) and state public utility commissions, and subject to regulatory oversight in Canada under the Canadian Radio-television and Telecommunications Commission. We are also subject in the U.S. to various federal and state statutes that govern the provision of telecommunications and broadband services. Uniti actively monitors and participates in regulatory proceedings and engages with federal and state lawmakers on matters that may impact its business. We cannot predict with certainty the outcome of pending federal and state proceedings relating to our operations. Infrastructure Investment and Jobs Act Broadband Funding In 2021, Congress passed a bipartisan infrastructure framework (the Infrastructure Investment and Jobs Act or “IIJA”), which includes $65.0 billion in broadband funding to be allocated by the National Telecommunications and Information Administration (“NTIA”), with $42.45 billion to be distributed through formula-based grants to states for broadband deployment projects in unserved and underserved areas over a five-year time frame pursuant to the Broadband Equity, Access and Deployment (“BEAD”) program. As part of the program, states submitted their initial proposals to NTIA, which outlined the process to challenge the classification of locations eligible for BEAD funding (in Volume I) and the competitive process to select providers for BEAD projects (in Volume II). Updated guidance from NTIA released on June 6, 2025, purported to streamline the program and confirm technology neutral requirements. The guidance emphasized that cost to build was of preeminent importance, and set new deadlines for application submissions and approvals, with NTIA claiming that all applications would be approved by year-end 2025. Uniti submitted bids under the updated guidance in seven states and was granted provisional awards in the seven states totaling $184.3 million for approximately 58,000 locations: All seven states have received final approval from NTIA. At this time, no award contracts have been signed with any state, however, Uniti expects to begin signing contracts in the second quarter of 2026. RDOF Funding In 2019, the FCC announced a $20.0 billion RDOF program to support rural broadband deployments. In January 2020, the FCC established two reverse-auction funding phases, with Phase I funding of $16.0 billion and Phase II funding of $4.4 billion. Phase I targeted areas that were wholly unserved by broadband speeds of at least 25-Megabytes per second (“Mbps”) download and 3-Mbps upload. After conducting an auction, $9.2 billion was awarded in December 2020. At the time, the FCC indicated that the $6.8 billion not awarded would be added to Phase II, but Phase II will not likely proceed, in light of the BEAD Program. Uniti was awarded $522.8 million in support over ten years ($52.3 million per year) for approximately 192,000 locations in eighteen states. Uniti met the 40% completion on or before December 31, 2025 in a number of states but permitting delays in other areas led to a shortfall. Uniti notified the FCC and Universal Service Administrative Company on January 15, 2026, and filed its first quarterly progress report on April 15, 2026. Uniti will continue to cooperate with the FCC on any non‑compliance measures resulting from the delay. State USF Funding In the first quarter of 2026, Uniti recognized revenue from state USF programs in Texas, Pennsylvania, New Mexico, Oklahoma, South Carolina, Nebraska, Alabama, and Arkansas. These payments are intended to provide subsidies, in addition to federal USF receipts, for the high cost of operating telecommunications networks in certain areas. For the three months ended March 31, 2026, we recognized $12.8 million in state USF support. Uniti participates in two USF programs in Texas, and for the three months ended March 31, 2026, we received $5.4 million from the large company program and $0.6 million from the small company program. In June 2024, the Texas PUC approved Uniti’s continued support from the large company program through December 2028 with no changes to the rates or service areas. Uniti receives approximately $13.2 million in annual state USF support in Pennsylvania. In August 2023, the Pennsylvania Public Service Commission (“PSC”) issued an order opening a rulemaking proceeding regarding the program. Uniti, along with the industry trade group, is actively participating in the proceeding. The PSC's USF Working Group began meeting in late 2025 and will continue throughout early 2026. 63 Table of Contents FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Liquidity and Capital Resources The Company relies primarily on operating cash flows and long-term debt to provide for its liquidity needs. The Company generated positive operating cash flows during the three months ended March 31, 2026 and utilized available cash and available capacity under its credit agreements to meet its short-term liquidity needs. At March 31, 2026, the Company had $982.6 million of available cash on hand, and when considering letters of credit of $113.0 million, the Company had access to and available borrowing capacity under its senior secured revolving credit facilities of $862.0 million. Management has assessed the current and expected business climate, the Company’s current and expected needs for funds and its current and expected sources of funds, and has determined, based on the Company’s forecasted financial results and financial condition as of March 31, 2026, that cash and cash equivalents on hand combined with cash expected to be generated from operating activities, will be sufficient to fund the Company’s ongoing working capital requirements, planned capital expenditures, and scheduled debt principal and interest payments in the short-term (the next twelve months) and long-term (beyond the next twelve months). The Company intends to utilize its available cash as well as the available capacity under its revolving credit facilities to fund its short-term liquidity needs as they arise. From time to time, including in the near term, the Company may seek to opportunistically refinance or extend maturity dates of existing indebtedness through, but not limited to, tender offers, exchange offers, redemptions, open market purchases, privately negotiated purchases and new issuances. Historical Cash Flows The following table summarizes our cash flow activities: Three Months Ended March 31, (Millions) 2026 2025 Cash flows provided from (used in): Operating activities $ 260.9 $ 8.6 Investing activities (362.5) (207.7) Financing activities 1,099.4 145.6 Net increase (decrease) in cash, cash equivalents and restricted cash $ 997.8 $ (53.5) Our total cash position increased $997.8 million in the three months ended March 31, 2026 and decreased $53.5 million in the three months ended March 31, 2025. Cash inflows in 2026 were primarily from the issuance of debt and from operating activities. These cash inflows were offset by cash outflows for repayments of debt, capital expenditures and payments of financing costs. Cash Flows - Operating Activities Cash provided from operations is our primary source of funds. Cash flows provided from operating activities increased $252.3 million in the three months ended March 31, 2026, as compared to the same period in 2025, primarily due to incremental operating cash flows attributable to the acquired Windstream operations and net favorable working capital changes, principally consisting of timing differences in the collection of accounts receivable and payments of trade accounts payable and interest on our debt obligations. The effect of these increases to cash provided from operating activities was partially offset by increased cash outlays for transaction related and other costs and incremental inventory purchases, reflecting our initiative to expand the pace of construction of our fiber broadband network through increased usage of outside contractors. 64 Table of Contents Cash Flows - Investing Activities Cash used in investing activities primarily consisted of capital expenditures to upgrade and expand the speed capabilities of our network facilities. Cash used in investing activities increased $154.8 million in the three months ended March 31, 2026, as compared to the same period in 2025, primarily driven by higher capital expenditures. During the three months ended March 31, 2026, cash outlays for capital expenditures were $349.2 million and cash outlays for capital expenditures funded by government grants totaled $22.6 million. Cash inflows from investing activities included $6.2 million in grant funds received from various state programs to fund capital expenditures and $3.1 million in proceeds from sales of equipment and certain unused IPv4 addresses. Comparatively, c ash outlays for capital expenditures were $208.1 million for t he three months ended March 31, 2025, and were incurred for the construction of network assets to be deployed in Old Uniti’s fiber and leasing businesses. Cash Flows - Financing Activities Cash provided from financing activities totaled $1,099.4 million for the three months ended March 31, 2026. Cash inflows included $2,070.1 million of proceeds from issuance of debt partially offset by $927.5 million in repayments of debt and payments of financing costs of $36.4 million. Proceeds from the issuance of debt consisted of the issuance of $1,000.0 million of additional 8.625% unsecured notes, issuance of $960.1 million of Kinetic ABS Notes and new borrowings of $110.0 million under the senior secured credit facilities. Repayments of debt consisted of the $500.0 million Windstream Term Loan, $425.0 million of borrowings under the senior secured revolving credit facilities and scheduled principal payments of $2.5 million on the 2025 Term Loan. Comparatively, cash provided from financing activities totaled $145.6 million for the three months ended March 31, 2025. Cash inflows included $629.0 million of proceeds from issuance of debt partially offset by $440.0 million in repayments of debt, payments of settlement obligations of $24.5 million and financing costs of $16.2 million. Proceeds from issuance of debt consisted of $589.0 million under the ABS Notes and $40.0 million under the Uniti Revolver. Repayments of debt consisted of $125.0 million of 10.50% secured notes, $275.0 million under the ABS Loan Facility and $40.0 million under the Uniti Revolver. See Note 5 to the condensed consolidated financial statements for additional information about borrowings and repayments of debt. Pension and Employee Savings Plan Contributions In connection with the Merger, the Company assumed a non-contributory qualified defined benefit pension plan. Future benefit accruals for all eligible non-bargaining unit employees covered by the pension plan have ceased. 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 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 pop ulation participating in the plan. In connection with the Merger, the Company also assumed an employee savings plan under section 401(k) of the Internal Revenue Code, which covers substantially all salaried employees and certain bargaining unit employees of Windstream. Participating employees receive employer matching contributions up to a maximum of 4.0% of employee pre-tax contributions to the plan for employees contributing up to 5.0% of their eligible pre-tax compensation. The employer matching contribution is calculated and funded in cash to the plan each pay period with an annual true-up to be made as soon as administratively possible after the end of the year. Inclusive of the Company's existing 401(k) defined contribution plan, expense attributable to the employer matching contribution under the plans, excluding amounts capitalized, was $7.4 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively. Expense related to the employee savings plan is included in cost of services and selling, general and administrative expenses in the condensed consolidated statements of operations. 65 Table of Contents Broadband Grant Awards and Programs The Company receives federal and state governmental assistance in the form of grants for the construction of long-lived assets to expand the availability and affordability of residential broadband service via direct grants or through the formation of public private partnerships. No new grants have been awarded to the Company in 2026. As of March 31, 2026, the Company has secured approximately $160.6 million in funding commitments from governmental agencies in Florida, Georgia, Iowa, North Carolina, Pennsylvania, and Texas, that will help us deliver fiber to approximately 91,800 locations. In completing these broadband expansion projects, the Company expects to incur $131.9 million of incremental capital expenditures. The Company will continue to seek out additional opportunities to obtain external funding for the expansion of 1-Gbps internet service across its service areas either from direct grants from governmental programs or through the formation of public private partnerships. Debt Agreements and Covenants At March 31, 2026 , notes and other debt, net included the following: (i) the Uniti Revolver pursuant to the Uniti Credit Agreement (as defined in Note 5), of which no borrowings were outstanding; (ii) the Windstream Revolver (as defined in Note 5) pursuant to the Windstream Credit Agreement (as defined in Note 5), 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) $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. The terms of the credit agreements and indentures governing the Company’s debt obligations include customary covenants that, among other things, require the Company to maintain certain financial ratios and restrict its ability to incur additional indebtedness. As of March 31, 2026, the Company was in compliance with all of its debt covenants. For additional information regarding the Company’s debt obligations, see Note 5 to the condensed consolidated financial statements. ABS Entities During 2024, we formed Uniti Fiber ABS Parent LLC (“ABS Parent”) and Uniti Fiber Bridge Borrower LLC, Uniti Fiber Bridge HoldCo LLC and Uniti Fiber GulfCo LLC (the “ABS Bridge Loan Parties”), each an indirect, bankruptcy-remote subsidiary of the Company, and we designated ABS Parent and the ABS Bridge Loan Parties as unrestricted subsidiaries under the Uniti Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes. During 2025, we formed ABS Notes Issuers and Uniti Fiber TRS AssetCo LLC (with Uniti Fiber GulfCo LLC, the “ABS Notes Obligors”), each a subsidiary of ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company. Each ABS Notes Obligor is an unrestricted subsidiary under the Uniti Credit Agreement and the applicable indentures governing the Company’s senior notes. In January 2026, 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. For additional information concerning the financial position and results of operations of ABS Parent and its subsidiaries and Kinetic ABS Parent and its subsidiaries (all unrestricted subsidiaries as of March 31, 2026 ), please see Note 1 4 to our accompanying condensed consolidated financial statements contained in Part I, Item 1 “Financial Statements ” of this Quarterly Report on Form 10-Q. 66 Table of Contents Contractual Obligations and Commitments Except for the changes discussed in Note 5 to the condensed consolidated financial statements resulting from the first quarter 2026 debt refinancing activities, there have been no other material changes to our contractual obligations and commitments as set forth in the Company’s 2025 Annual Report on Form 10-K filed with the SEC on March 2, 2026. Off-Balance Sheet Arrangements The Company does not use securitization of trade receivables, affiliation with special purpose entities, variable interest entities or synthetic leases to finance its operations. Additionally, the Company has not entered into any arrangement requiring it to guarantee payment of third-party debt or to fund losses of an unconsolidated special purpose entity. Non-GAAP Financial Measures We refer to EBITDA and Adjusted EBITDA in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). While we believe that net (loss) income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA and Adjusted EBITDA are important non-GAAP supplemental measures of our operating performance. We define “EBITDA” as net (loss) income, as defined by GAAP, before interest expense, provision for income taxes, depreciation and amortization, and costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and the write off of unamortized deferred financing costs. We define “Adjusted EBITDA” as EBITDA before stock-based compensation expense and the impact, which may be recurring in nature, of incremental acquisition, pursuit, transaction and integration costs (including unsuccessful acquisition pursuit costs), and costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, (collectively, “Transaction Related and Other Costs”), gains or losses on retirements and dispositions of assets, amortization of non-cash rights-of-use assets, costs associated with the termination of related hedging activities, changes in the fair value of financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). We believe EBITDA and Adjusted EBITDA are important supplemental measures to net (loss) income because they provide additional information to evaluate our operating performance on an unleveraged basis. In addition, Adjusted EBITDA is calculated similar to defined terms in our material debt agreements used to determine compliance with specific financial covenants. Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should not be considered as alternatives to net (loss) income determined in accordance with GAAP. F urther, our computations of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies. A reconciliation of EBITDA and Adjusted EBITDA is as follows: Three Months Ended March 31, Millions 2026 2025 Net (loss) income $ (70.3) $ 12.2 Depreciation and amortization 289.8 79.7 Interest expense, net 188.3 129.5 (Gain) loss on extinguishment of debt (1.2) 8.5 Income tax expense (benefit) 0.6 (4.5) EBITDA 407.2 225.4 Stock-based compensation 7.6 3.8 Transaction related and other costs 30.1 7.8 Other, net: Other income, net (6.5) — Amortization of non-cash rights-of-use assets (a) 0.1 0.8 Loss on asset retirements and dispositions (b) 3.1 — Total other, net (3.3) 0.8 Adjusted EBITDA $ 441.6 $ 237.8 67 Table of Contents (a) Included within cost of services (exclusive of depreciation and amortization) in the condensed consolidated statements of operations. (b) Included within SG&A expense line item in the condensed consolidated statements of operations. Critical Accounting Estimates We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our condensed consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for business combinations and the related purchase price allocations, goodwill impairment assessments, valuation of pension obligations and income taxes as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments. We believe the current assumptions and other considerations used to estimate amounts reflected in our accompanying condensed consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our condensed consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our financial condition. There were no material changes to these critical accounting estimates during the first quarter of 2026. Recent Accounting Guidance Se e Note 2 to our accompanying condensed consolidated financial statements contained in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for a discussion of recently issued authoritative guidance and our evaluation of the related impacts to the condensed consolidated financial statements and related disclosures.