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Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-05-11 · 415 added, 329 removed, 375 unchanged (66% of the section changed)

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.

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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.

The Company serves more than 1.0 million customers, including approximately 603,000 residential fiber customers, with a network that includes approximately 2.1 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:

Kinetic, Uniti Solutions and Fiber Infrastructure.

Kinetic, Fiber Infrastructure and Uniti Solutions.

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

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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.

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.

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 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 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”).

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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.

See Notes 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.

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.

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

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

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

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

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

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

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

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

Fiber Infrastructure – We manage as one business our legacy fiber and leasing businesses combined with the competitive local exchange carrier (“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.

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

Uniti Solutions – We manage as one business our mid-market and large business customers located within markets in which we are a 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.

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.

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

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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.

Interest expense, net and (loss) gain 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 (expense), 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.

First Quarter 2026 Debt Refinancing Transactions

Kinetic ABS Series 2026-1 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 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.

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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.

Third Quarter 2026 Debt Refinancing Transactions

Kinetic ABS Series 2026-2 Notes – On July 15, 2026, Kinetic ABS Issuer LLC (“Kinetic ABS Issuer”) completed a private offering of $1.1 billion aggregate principal amount of secured fiber network revenue term notes, consisting of $805.2 million 5.834% Series 2026-2, Class A-2 term notes, $134.2 million 6.224% Series 2026-2, Class B term notes and $201.3 million 7.536% Series 2026-2, Class C term notes (collectively, the “Kinetic ABS 2026-2 Notes”), each with an anticipated repayment date in June 2033.

The proceeds of the offering of the Kinetic ABS 2026-2 Notes were used to purchase assets held by certain subsidiary guarantors of the Company’s senior indebtedness that were contributed to certain subsidiaries of Kinetic ABS Issuer (the “Kinetic ABS Asset Sale”).

Uniti intends to use a portion of the net cash provided by the Kinetic ABS Asset Sale for reinvestments in the business, including to fund growth capital expenditures, and $500 million of such net cash proceeds to repay the Company’s senior secured indebtedness pursuant to the Term Loan Prepayment Offer and the Asset Sale Offers (each as defined and described further below).

The Kinetic ABS 2026-2 Notes were issued at an issue price of 100% of their respective principal amounts pursuant to an amended and restated indenture, dated as of July 15, 2026 (the “Kinetic ABS Base Indenture”), as supplemented by a Series 2026-2 Supplement thereto, dated as of July 15, 2026 (the “Series 2026-2 Supplement”).

In connection with the issuance of the Kinetic ABS 2026-2 Notes, the Kinetic ABS Issuer (i) increased the maximum commitment under its existing liquidity funding note facility to reflect the increase in the transaction’s liquidity reserve requirements that resulted from the issuance of the Kinetic ABS 2026-2 Notes and (ii) extended the maturity of the existing liquidity note facility to align with the final maturity date of the Kinetic ABS 2026-2 Notes.

No new variable funding notes were issued in connection with issuance of the Kinetic ABS 2026-2 Notes.

While the Kinetic ABS 2026-2 Notes are outstanding, scheduled payments of interest are required to be made on the 25th day of each calendar month, commencing on August 25, 2026.

No principal payments will be due on the Kinetic ABS 2026-2 Notes prior to the applicable anticipated repayment date, unless certain rapid amortization or acceleration triggers are activated.

The Kinetic ABS 2026-2 Notes are subject to a series of customary covenants and restrictions.

As of the closing on July 15, 2026, together with the $960.1 million aggregate principal amount of Kinetic ABS 2026-1 Notes issued on January 30, 2026, the Kinetic ABS Issuer has $2.1 billion aggregate principal amount of revenue term notes outstanding, with no principal amount of variable funding notes or liquidity funding notes outstanding.

Term Loan Prepayment Offer and Asset Sale Offers - On July 23, 2026, Uniti Services issued a prepayment notice to the lenders of its 2025 Term Loan to prepay up to $167.8 million principal amount of the 2025 Term Loan on July 30, 2026 (the “Term Loan Prepayment Offer”).

On July 30, 2026, Uniti Services repaid $19.8 million principal amount of the 2025 Term Loan.

Concurrently, on July 23, 2026, the issuers of the 4.75% secured notes and 7.50% secured notes commenced asset sale offers (the “Asset Sale Offers”) to purchase up to $332.2 million aggregate principal amount (the “Maximum Offer Amount”) of the 4.75% secured notes and 7.50% secured notes.

To the extent certain term loan lenders decline their pro rata share of the Term Loan prepayment amount and the total principal amount of 2025 Term Loan that is prepaid is less than $167.8 million, the issuers of the 4.75% secured notes and 7.50% secured notes intend to amend the Asset Sale Offers to increase the Maximum Offer Amount in an amount equal to the declined 2025 Term Loan prepayment amount.

See Note 15 to the unaudited condensed consolidated financial statements for additional information related to these third quarter 2026 debt refinancing transactions.

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.

The following is a summary of our operating results for the three and six months ended June 30, 2026:

• We generated consolidated revenues and sales of $909.7 million and $1,897.2 million for the three and six months ended June 30, 2026, respectively, up $609.0 million and $1,302.6 million, when compared to the same periods a year ago.

The acquired operations of Windstream generated total revenues and sales of $795.9 million and $1,605.2 million for the three and six months ended June 30, 2026, respectively.

The Merger accounted for 87% and 85% of our total consolidated revenues and sales for the three and six months ended June 30, 2026, respectively.

During the first half of 2026, we entered into an indefeasible right of use (“IRU”) agreement for dark fiber with a large hyperscaler, resulting in $85.5 million in incremental sales revenues.

• We generated consolidated operating income of $32.2 million and $143.1 million for the three and six months ended June 30, 2026, respectively, decreases of $112.8 million and $147.6 million, when compared to the same periods a year ago.

The acquired operations of Windstream generated operating income of $69.7 million and $173.0 million for the three and six months ended June 30, 2026, respectively.

Transaction-related and other costs were $9.6 million and $39.7 million for the three and six months ended June 30, 2026, respectively, a decrease of $3.9 million and an increase of $18.4 million from the same periods a year ago, primarily due to the Merger.

• Within the Kinetic segment, service revenues were $501.9 million and $1,024.8 million and contribution margins were $228.4 million and $463.9 million for the three and six months ended June 30, 2026, respectively.

We extended our fiber coverage during the quarter bringing our total to approximately 2.1 million consumer premises passed or 44% of our Kinetic footprint as of June 30, 2026.

We ended the second quarter with approximately 603,000 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).

• 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.

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.

For this segment, service revenues were $216.0 million and $438.2 million and contribution margins were $121.8 million and $314.5 million, for the three and six months ended June 30, 2026, respectively.

The acquired wholesale business of Windstream generated service revenues of $120.2 million and $236.8 million and direct margin of $68.9 million and $191.2 million for the three and six months ended June 30, 2026, respectively.

For this segment, service revenues were $180.9 million and $371.9 million and contribution margins were $91.8 million and $187.6 million for the three and six months ended June 30, 2026, respectively.

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.

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Three Months Ended

March 31, Increase

(Millions) 2026 2025 Amount %

June 30, Increase (Decrease) Six Months Ended

June 30, Increase

(Millions) 2026 2025 Amount % 2026 2025 Amount %

Revenues and sales:

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Sales revenues 56.8 4.9 51.9 * 155.3 8.0 147.3 *

Total revenues and sales 987.5 293.9 693.6 *

Total revenues

and sales 909.7 300.7 609.0 * 1,897.2 594.6 1,302.6 *

Costs and expenses:

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Cost of sales (a) 41.6 3.8 37.8 * 71.4 4.8 66.6 *

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 *

Selling, general and

administrative 178.4 27.9 150.5 * 347.1 56.2 290.9 *

Depreciation and

amortization 305.9 79.6 226.3 * 595.7 159.3 436.4 *

Transaction related

and other costs (b) 9.6 13.5 (3.9) (29) 39.7 21.3 18.4 86

Total costs and

expenses 877.5 155.7 721.8 * 1,754.1 303.9 1,450.2 *

Operating income 32.2 145.0 (112.8) (78) 143.1 290.7 (147.6) (51)

Other income, net (c) 6.5 — 6.5 *

Gain (loss) on extinguishment of debt (d) 1.2 (8.5) (9.7) (114)

(expense), net (c) 7.8 (1.1) 8.9 * 14.3 (1.1) 15.4 *

(Loss) gain on

extinguishment

of debt (d) — (32.0) (32.0) (100) 1.2 (40.5) (41.7) (103)

Interest expense, net (195.6) (128.8) 66.8 52 (383.9) (258.3) 125.6 49

(Loss) income before income taxes (69.7) 7.7 (77.4) *

Income tax (expense) benefit (0.6) 4.5 (5.1) (113)

Loss before income

taxes (155.6) (16.9) 138.7 * (225.3) (9.2) 216.1 *

(expense) benefit (0.3) 6.2 6.5 105 (0.9) 10.7 11.6 108

Net (loss) income $ (155.9) $ (10.7) $ 145.2 * $ (226.2) $ 1.5 $ 227.7 *

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

(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.

(c) Amounts primarily include $6.5 million and $11.7 million of incremental interest income earned on short-term investments in the three and six months ended June 30, 2026, respectively.

(d) See corresponding section of Note 5 to the condensed consolidated financial statements for information related to the (loss) gain on extinguishment of debt recorded in each period.

Service Revenues

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

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

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to the Merger $ 757.2 $ 1,540.6

Decreases in Fiber Infrastructure service revenues (a) (200.1) (385.3)

Net increases in service revenues $ 557.1 $ 1,155.3

Sales Revenues

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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:

Revenues from sales-type leases were $16.8 million and $88.2 million for the three and six months ended June 30, 2026, respectively.

Revenues from sales-type leases were $2.7 million for the six months ended June 30, 2025.

There were no revenues from sales-type leases in the second quarter of 2025.

The following table reflects the primary drivers of the changes in sales revenues compared to the same periods 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.

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to sales-type leases (a) $ 16.8 $ 85.5

Increases attributable to the Merger 38.7 64.6

Decreases in Fiber Infrastructure equipment and other sales (3.6) (2.8)

Increases in sales revenues $ 51.9 $ 147.3

(a) Increases attributable to IRU dark fiber agreements, including one agreement with a large hyperscaler entered into during the first quarter of 2026.

Cost of Services

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

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

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

Three Months Ended

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

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to the Merger $ 313.1 $ 642.9

Decreases in network and other operations (2.0) (5.0)

Net increases in cost of services $ 311.1 $ 637.9

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:

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

Three Months Ended

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

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to the Merger $ 40.4 $ 68.4

Increases attributable to sales-type leases 1.2 2.5

Decreases in Fiber Infrastructure equipment and other sales (3.8) (4.3)

Net increases in cost of sales $ 37.8 $ 66.6

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

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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:

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

Three Months Ended

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.

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases attributable to the Merger $ 136.9 $ 271.8

Increases in provision for estimated credit losses (a) 12.1 12.2

Increases in stock-based compensation (b) 4.0 7.8

Decreases in other costs (2.5) (0.9)

Net increases in SG&A $ 150.5 $ 290.9

(a) Increases were primarily attributable to customers bankruptcies filed in the second quarter of 2026.

(b) Increases were 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.

Substantially all of the increases in depreciation and amortization during the three and six months ended June 30, 2026 were attributable to the Merger.

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.

The Company reported operating income of $32.2 million and $143.1 million for the three and six months ended June 30, 2026, compared to operating income of $145.0 million and $290.7 million for three and six months ended June 30, 2025.

Compared to the same periods of 2025, operating income decreased $112.8 million, or 78%, and $147.6 million, or 51%, during the three and six months ended June 30, 2025, respectively.

The decreases in both the three and six months ended June 30, 2026 as compared to the same periods in 2025 primarily reflected decreases in operating lease revenues of $165.4 million and $320.9 million, respectively, primarily due to the absence of leasing revenues from Windstream subsequent to August 1, 2025 resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger, and the incremental increases in stock-based compensation expense.

Higher transaction related and other costs related to the Merger of $18.4 million also contributed to the decrease in operating income in the six months ended June 30, 2026.

The unfavorable effects of these items on operating income for the three and six months ended June 30, 2026 were partially offset by the incremental operating income of $69.7 million and $173.0 million, respectively, 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:

The following table reflects the primary drivers of the changes in interest expense, net compared to the same periods a year ago:

Three Months Ended

March 31, 2026

Increase (Decrease)

(Millions) Amount

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Senior secured notes $ 18.9 $ 41.5

1 unchanged sentence

Senior secured revolving credit facility - variable rate 1.9 4.3

ABS Notes and bridge loan facility 4.8

Fiber Infrastructure ABS Notes and bridge loan facility 3.5 8.3

Kinetic ABS Notes 13.7 23.6

4 unchanged sentences

Capitalized interest (4.6) (8.8)

Other 1.8 5.3

Total interest expense, net $ 66.8 $ 125.6

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.

As presented in the table above, interest expense, net increased $66.8 million and $125.6 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025.

The increase reflects the incremental net increase of approximately $4.6 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.

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.

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, permanent book/tax differences, valuation allowance analysis 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.

For the three and six months ended June 30, 2026, we recorded income tax expense of $0.3 million and $0.9 million, respectively, resulting in an effective tax rate of (0.2)% and (0.4)%, respectively.

The effective tax rate differed from the statutory rate for the three and six months ended June 30, 2026 primarily due to changes in the valuation allowance recorded against current year income and current state income tax.

For the three and six months ended June 30, 2025, we recorded income tax benefits of $6.2 million and $10.7 million, respectively, resulting in an effective tax rate of 36.7% and 116.3%, respectively.

The provision for income taxes differed from the statutory rate for the three and six months ended June 30, 2025 primarily due to the benefit of Old Uniti’s REIT status and the reversal of unrecognized tax benefits related to the expiration of a statute of limitations in a foreign jurisdiction.

BUSINESS SEGMENT OPERATING RESULTS

2 unchanged sentences

Three Months Ended

March 31, Increase

(Millions) 2026 2025 Amount %

June 30, Increase (Decrease) Six Months Ended

June 30, Increase

(Millions) 2026 2025 Amount % 2026 2025 Amount %

Revenues and sales:

14 unchanged sentences

Compensation expense (86.1) — 86.1 * (180.1) — 180.1 *

Non-compensation managed expenses (65.9) — 65.9 *

Non-compensation managed

expenses (69.0) — 69.0 * (134.9) — 134.9 *

Revenue-driven costs (64.6) — 64.6 * (117.8) — 117.8 *

Network access and facilities (47.3) — 47.3 *

Allocated network and customer operations expenses (12.0) — 12.0 *

Network access and

facilities (41.1) — 41.1 * (88.4) — 88.4 *

Allocated network and

customer operations

expenses (10.9) — 10.9 * (22.9) — 22.9 *

Customer access (5.7) — 5.7 * (11.9) — 11.9 *

Intersegment costs and expenses (33.9) — 33.9 *

Intersegment costs and

expenses (33.2) — 33.2 * (67.1) — 67.1 *

Contribution margin $ 228.4 $ — $ 228.4 * $ 463.9 $ — $ 463.9 *

* Not meaningful

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

A summary of Kinetic broadband customers was as follows as of March 31, 2026:

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

A summary of Kinetic broadband customers was as follows as of June 30, 2026:

Fiber consumer broadband customers 602.8

3 unchanged sentences

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

(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.

FIBER INFRASTRUCTURE

2 unchanged sentences

Three Months Ended

March 31, Increase

(Millions) 2026 2025 Amount %

June 30, Increase (Decrease) Six Months Ended

June 30, Increase

(Millions) 2026 2025 Amount % 2026 2025 Amount %

Revenues and sales:

6 unchanged sentences

Total revenues and sales 234.1 300.7 (66.6) (22) 528.9 594.6 (65.7) (11)

Network access and facilities expenses (d) (60.9) (22.5) 38.4 171

Network access and

facilities expenses (d) (55.7) (18.4) 37.3 203 (116.6) (40.9) 75.7 185

Compensation expenses (d) (19.1) (11.8) 7.3 62 (38.2) (23.5) 14.7 63

Non-compensation managed expenses (5.0) (3.6) 1.4 39

Non-compensation managed

expenses (e) (11.7) (6.7) 5.0 75 (16.7) (10.3) 6.4 62

Revenue-driven costs (d) (19.0) (5.1) 13.9 * (28.5) (7.9) 20.6 *

Allocated network and customer operations expenses (d) (2.6) — 2.6 *

Allocated network and

customer operations

expenses (d) (2.0) — 2.0 * (4.6) — 4.6 *

Customer access (d) (2.7) — 2.7 * (5.6) — 5.6 *

Intersegment costs and expenses (e) (2.1) — 2.1 *

Intersegment costs and

expenses (f) (2.1) — 2.1 * (4.2) — 4.2 *

Contribution margin $ 121.8 $ 258.7 $ (136.9) (53) $ 314.5 $ 512.0 $ (197.5) (39)

* 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.

(a) Decreases primarily reflect the absence of leasing revenues from Windstream subsequent to August 1, 2025, resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger previously discussed, partially offset by incremental revenues of $83.8 million and $162.0 million attributable to the acquired wholesale operations of Windstream for the three and six months ended June 30, 2026, respectively.

(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.

(c) Increases were primarily attributable to revenues from sales-type leases and reflect the impact of the IRU dark fiber agreement with a large hyperscaler entered into during the first quarter of 2026, as previously discussed.

(d) Increases were primarily attributable to the acquired wholesale operations of Windstream, which accounted for $41.6 million and $83.8 million of the increases in network access and facilities expense, $8.9 million and $17.6 million of the increases in compensation expense and $4.4 million and $10.4 million of the increases in revenue driven costs for the three and six months ended June 30, 2026, respectively.

(e) Increases were primarily attributable to higher contract labor costs consistent with our increased usage of outside contractors for network construction projects.

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

UNITI SOLUTIONS

Results of Operations

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

Three Months Ended

June 30, Increase (Decrease) Six Months Ended

June 30, Increase

(Millions) 2026 2025 Amount % 2026 2025 Amount %

Revenues and sales:

Service revenues:

Managed services $ 167.5 $ — $ 167.5 * $ 343.0 $ — $ 343.0 *

TDM 6.6 — 6.6 * 14.6 — 14.6 *

End user surcharges 5.5 — 5.5 * 11.7 — 11.7 *

Intersegment revenues 1.3 — 1.3 * 2.6 — 2.6 *

Total service revenues 180.9 — 180.9 * 371.9 — 371.9 *

Sales revenues 1.6 — 1.6 * 2.4 — 2.4 *

Total revenues and sales 182.5 — 182.5 * 374.3 — 374.3 *

Compensation expense (13.9) — 13.9 * (29.2) — 29.2 *

Non-compensation managed

expenses (1.7) — 1.7 * (3.3) — 3.3 *

Revenue-driven costs (25.9) — 25.9 * (53.5) — 53.5 *

Customer access (38.6) — 38.6 * (79.0) — 79.0 *

Intersegment costs and

expenses (10.6) — 10.6 * (21.7) — 21.7 *

Contribution margin $ 91.8 $ — $ 91.8 * $ 187.6 $ — $ 187.6 *

* Not meaningful

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

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.

The supplemental unaudited pro forma combined consolidated results of operations for the three and six months ended June 30, 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.

15 unchanged sentences

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

The supplemental unaudited pro forma combined segment results of operations 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.

The supplemental unaudited pro forma combined segment results of operations for the three and six months ended June 30, 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.

Accordingly, the supplemental unaudited pro forma combined segment results of operations information presented for the three and six months ended June 30, 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

The following table compares the Company’s actual consolidated operating results for the three and six months ended June 30, 2026 (GAAP basis) to the three and six months ended June 30, 2025 (prepared on a pro forma combined basis):

GAAP Pro Forma GAAP Pro Forma Increase

Three Months Ended

(Millions) 2026 2025 Amount %

June 30, Increase (Decrease) Six Months Ended

(Millions) 2026 2025 Amount % 2026 2025 Amount %

Revenues and sales:

5 unchanged sentences

Cost of sales (a) 41.6 19.7 21.9 111 71.4 31.2 40.2 129

Selling, general and administrative 168.7 173.3 (4.6) (3)

Selling, general and

administrative 178.4 165.5 12.9 8 347.1 338.8 8.3 2

Depreciation and amortization 305.9 238.9 67.0 28 595.7 477.8 117.9 25

Gain on sale of operating assets — (1.2) (1.2) (100) — (27.0) (27.0) (100)

Transaction related and other costs 30.1 11.1 19.0 171

Transaction related and other

costs 9.6 18.7 (9.1) (49) 39.7 29.8 9.9 33

Total costs and expenses 877.5 813.3 64.2 8 1,754.1 1,621.6 132.5 8

1 unchanged sentence

Other income, net 7.8 3.6 4.2 117 14.3 7.6 6.7 88

Gain (loss) on extinguishment of debt 1.2 (8.5) (9.7) (114)

Gain (loss) on extinguishment

of debt — (31.9) (31.9) (100) 1.2 (40.4) (41.6) (103)

Interest expense, net (195.6) (186.8) 8.8 5 (383.9) (374.8) 9.1 2

2 unchanged sentences

Net loss (155.9) (60.4) 95.5 158 (226.2) (77.4) 148.8 192

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

Dividends declared on

convertible preferred stock (15.7) (16.6) (0.9) (5) (31.2) (32.7) (1.5) (5)

Net loss attributable to common

shareholders $ (171.6) $ (77.0) $ 94.6 123 $ (257.4) $ (110.1) $ 147.3 134

* Not meaningful

1 unchanged sentence

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:

The following table reflects the primary drivers of the changes in the actual service revenues compared to the same periods 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.

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in Fiber Infrastructure service revenues (a) $ 13.0 $ 31.7

Decreases in Uniti Solutions revenues (b) (37.0) (86.5)

Decreases in Kinetic service revenues (c) (59.6) (104.2)

Net decreases in service revenues $ (83.6) $ (159.0)

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

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

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

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

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:

The following table reflects the primary drivers of the changes in the actual sales revenues compared to the same periods 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.

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in Fiber Infrastructure sales revenues (a) $ 11.4 $ 80.9

Increases in Kinetic sales revenues (b) 22.5 38.0

Increases in Uniti Solutions sales revenues 1.0 1.6

Increases in sales revenues $ 34.9 $ 120.5

(a) Increases were primarily attributable to revenues from sales-type leases for fiber where control of the fiber has transferred to the customer, including one agreement with a large hyperscaler entered into during the first quarter of 2026.

Revenues from sales-type leases were $16.8 million and $88.2 million for the three and six months ended June 30, 2026, respectively, on a pro forma combined basis.

Revenues from sales-type leases were $2.7 million for the six months ended June 30, 2025, on a pro forma combined basis.

There were no revenues from sales-type leases in the second quarter of 2025, on a pro forma combined basis.

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

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:

The following table reflects the primary drivers of the changes in the actual cost of services compared to the same periods 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.

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in other costs $ 5.7 $ 11.3

Decreases in federal USF expense (a) (6.2) (6.9)

Decreases in interconnection expense (b) (4.8) (21.7)

Decreases in network and other operations (c) (24.4) (53.5)

Net decreases in cost of services $ (29.7) $ (70.8)

(a) Decreases reflect federal USF credits received in April 2026, continued reductions in subscriber line charges and decreases in interstate private line services, as well as annual reductions in the federal USF rate effective in the second quarter of 2026.

(b) Decreases in interconnection expense were attributable to increased legacy customer churn for TDM services and lower long-distance usage.

(c) Decreases were 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:

The following table reflects the primary drivers of the changes in the actual cost of sales compared to the same periods 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.

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in Kinetic cost of sales $ 24.1 $ 40.7

Increases in Uniti Solutions cost of sales 0.6 1.4

Decreases in Fiber Infrastructure cost of sales (2.8) (1.9)

Net increases in cost of sales $ 21.9 $ 40.2

The net changes in cost of sales were consistent with the net changes 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:

The following table reflects the primary drivers of the change in actual SG&A expenses compared to the same periods 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)

(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.

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in provision for estimated credit losses (a) $ 12.9 $ 14.8

Increases in sales and marketing (b) 8.1 12.4

Changes in compensation and benefits (c) 3.2 (9.1)

Decreases in other costs (11.3) (9.8)

Net increases in SG&A $ 12.9 $ 8.3

(a) Increases were primarily attributable to two large customers filing for bankruptcy in the second quarter of 2026.

(b) Increases were 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.

(c) Increase in the second quarter of 2026 was attributable to higher direct commissions primarily related to our customer referral programs and the addition of new external sales channel partners.

Decrease in the first half of 2026 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:

The change in actual depreciation and amortization expense compared to the same periods 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.

June 30, 2026 Six Months Ended

June 30, 2026

Increase (Decrease) Increase (Decrease)

(Millions) Amount Amount

Increases in depreciation expense (a) $ 54.9 $ 93.7

Increases in amortization expense (b) 12.1 24.2

Increases in depreciation and amortization expense $ 67.0 $ 117.9

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

(b) Increases reflect 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 three and six months ended June 30, 2025 reflected decreases of $12.5 million and $25.0 million, respectively, on a pro forma combined basis, when compared to actual amortization expense recognized in the three and six months ended June 30, 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.

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.

The Company reported actual operating income of $32.2 million and $143.1 million for the three and six months ended June 30, 2026, compared to operating income of $145.1 million and $314.1 million for the same periods of 2025, on a pro forma combined basis.

The decreases in year-over-year operating income in the three and six months ended June 30, 2026 primarily reflected the overall declines in services revenues, higher depreciation expense and increases in the provision for estimated credit losses discussed above.

An increase in transaction related and other costs related to the Merger of $9.9 million, as well as a reduction in reported gains from the sale of IPv4 addresses of $27.0 million also contributed to the decrease in operating income for the six months ended June 30, 2026.

The decreases in year-over-year operating income in the three and six months ended June 30, 2026 were partially offset by the overall increases in sales revenues, primarily attributable to additional revenues from sales-type leases and contractor sales, 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.

For the three and six months ended June 30, 2026, the Company recognized actual income tax expense of $0.3 million and $0.9 million, respectively, primarily related to state and local income taxes.

Comparatively, the Company recognized an income tax benefit of $9.6 million and $16.1 million for the three and six months ended June 30, 2025, respectively, 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.

Supplemental Unaudited Segment Results of Operations

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

The following table presents the actual results of operations for the three and six months ended June 30, 2026 (GAAP basis) compared to the three and six months ended June 30, 2025 (prepared on a pro forma combined basis) for the Kinetic segment:

GAAP Pro Forma GAAP Pro Forma Increase

Three Months Ended

(Millions) 2026 2025 Amount %

June 30, Increase (Decrease) Six Months Ended

(Millions) 2026 2025 Amount % 2026 2025 Amount %

Revenues and sales:

14 unchanged sentences

Compensation expense (f) (86.1) (107.1) (21.0) (20) (180.1) (214.9) (34.8) (16)

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)

Non-compensation managed

expenses (g) (69.0) (57.6) 11.4 20 (134.9) (116.2) 18.7 16

Revenue-driven costs (h) (64.6) (46.0) 18.6 40 (117.8) (83.5) 34.3 41

Network access and facilities (41.1) (39.6) 1.5 4 (88.4) (92.9) (4.5) (5)

Allocated network and customer

operations expenses (10.9) (13.4) (2.5) (19) (22.9) (27.9) (5.0) (18)

Customer access (5.7) (6.3) (0.6) (10) (11.9) (14.3) (2.4) (17)

Intersegment costs and expenses (33.2) (35.1) (1.9) (5) (67.1) (70.3) (3.2) (5)

Contribution margin $ 228.4 $ 272.9 $ (44.5) (16) $ 463.9 $ 537.4 $ (73.5) (14)

(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.

(a) Decreases reflect 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 decreases were partially offset by growth in fiber subscriber revenues, consistent with the growth in fiber consumer broadband customers.

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

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

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

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.

(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.

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

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

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

(g) Increases were primarily related to higher advertising costs and contract labor costs consistent with the accelerated deployment of fiber in our network discussed above.

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

FIBER INFRASTRUCTURE

GAAP Pro Forma GAAP Pro Forma Increase (Decrease)

Three Months Ended

June 30, Increase (Decrease) Six Months Ended

(Millions) 2026 2025 Amount % 2026 2025 Amount %

Revenues and sales:

Service revenues:

Uniti Wholesale (a) $ 108.0 $ 100.2 $ 7.8 8 $ 219.3 $ 200.9 $ 18.4 9

Uniti Fiber (b) 74.2 69.0 5.2 8 150.4 137.1 13.3 10

Intersegment revenues 33.8 36.2 (2.4) (7) 68.5 72.5 (4.0) (6)

Total service revenues 216.0 205.4 10.6 5 438.2 410.5 27.7 7

Sales revenues (c) 18.1 6.7 11.4 170 90.7 9.8 80.9 *

Total revenues and sales 234.1 212.1 22.0 10 528.9 420.3 108.6 26

Network access and facilities

expenses (55.7) (62.4) (6.7) (11) (116.6) (128.1) (11.5) (9)

Compensation expenses (d) (19.1) (22.2) (3.1) (14) (38.2) (45.5) (7.3) (16)

Non-compensation managed

expenses (11.7) (8.8) 2.9 33 (16.7) (13.8) 2.9 21

Revenue-driven costs (e) (19.0) (9.0) 10.0 111 (28.5) (15.9) 12.6 79

Allocated network and customer

operations expenses (2.0) (2.9) (0.9) (31) (4.6) (5.9) (1.3) (22)

Customer access (2.7) (3.1) (0.4) (13) (5.6) (6.2) (0.6) (10)

Intersegment costs and expenses (2.1) (2.2) (0.1) (5) (4.2) (4.4) (0.2) (5)

Contribution margin $ 121.8 $ 101.5 $ 20.3 20 $ 314.5 $ 200.5 $ 114.0 57

* Not meaningful

(b) Increases primarily reflect one-time early contract termination penalties assessed to customers of $6.1 million and $14.3 million in the three and six months ended June 30, 2026, respectively, related to disconnecting circuits prior to the expiration of their contracts.

(c) Increases were 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 $16.8 million and $88.2 million for the three and six months ended June 30, 2026, respectively, on a pro forma combined basis.

Revenues from sales-type leases were $2.7 million for the six months ended June 30, 2025, on a pro forma combined basis.

There were no revenues from sales-type leases in the second quarter of 2025.

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.

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

(e) Increases are consistent with the changes in sales revenues discussed in (b) above.

UNITI SOLUTIONS

GAAP Pro Forma Increase

GAAP Pro Forma GAAP Pro Forma Increase

Three Months Ended

(Millions) 2026 2025 Amount %

June 30, Increase (Decrease) Six Months Ended

(Millions) 2026 2025 Amount % 2026 2025 Amount %

Revenues and sales:

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Compensation expense (b) (13.9) (19.9) (6.0) (30) (29.2) (42.0) (12.8) (30)

Non-compensation managed expenses (1.6) (2.9) (1.3) (45)

Non-compensation managed

expenses (1.7) (2.2) (0.5) (23) (3.3) (5.1) (1.8) (35)

Revenue-driven costs (c) (25.9) (32.3) (6.4) (20) (53.5) (65.8) (12.3) (19)

Customer access (d) (38.6) (46.5) (7.9) (17) (79.0) (96.6) (17.6) (18)

Intersegment costs and expenses (e) (11.1) (13.6) (2.5) (18)

Intersegment costs and

expenses (e) (10.6) (12.8) (2.2) (17) (21.7) (26.4) (4.7) (18)

Contribution margin $ 91.8 $ 104.7 $ (12.9) (12) $ 187.6 $ 223.2 $ (35.6) (16)

* Not meaningful

(a) Decrease was primarily due to higher customer churn for legacy services as we continue to transition customers from TDM services.

(a) Decreases were 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.

FIBER INFRASTRUCTURE

GAAP Pro Forma Increase (Decrease)

Three Months Ended

(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

(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.

(d) Increase is consistent with the changes in sales revenues discussed in (b) above.

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

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

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

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

Regulatory Matters

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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.

At this time, Uniti has executed two of the seven contracts in Arkansas and Texas, representing approximately $9.8 million and 3,800 locations of the total provisional awards granted to the Company.

In 2019, the FCC announced a $20.4 billion RDOF program to support rural broadband deployments.

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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.

Uniti notified the FCC and Universal Service Administrative Company on January 15, 2026, and filed its quarterly progress report s on April 15, 2026 and June 30, 2026.

Uniti will continue to comply with applicable reporting requirements and cooperate with the FCC regarding matters arising from its RDOF milestone status.

State USF Funding

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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.

For the six months ended June 30, 2026, we recognized $25.2 million in state USF support.

Uniti participates in two USF programs in Texas, and for the six months ended June 30, 2026, we received $10.4 million from the large company program, $1.2 million from the small company program.

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

1 unchanged sentence

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.

The PSC's USF Working Group began meeting in late 2025 and will continue throughout 2026.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

1 unchanged sentence

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 generated positive operating cash flows during the three and six months ended June 30, 2026 and utilized available cash and available capacity under its credit agreements to meet its short-term liquidity needs.

At June 30, 2026, the Company had $608.9 million of available cash on hand, and when considering letters of credit of $136.9 million, the Company had access to and available borrowing capacity under its senior secured revolving credit facilities of $838.1 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 June 30, 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.

As further discussed in N ote 15 to condensed consolidated financial statements, on July 15, 2026, Kinetic ABS Issuer LLC (“Kinetic ABS Issuer”) completed a private offering of $1.1 billion aggregate principal amount of secured fiber network revenue term notes (the “Kinetic ABS 2026-2 Notes”).

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

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

In the near term, the Company may also seek opportunities to monetize certain non-strategic assets.

Historical Cash Flows

The following table summarizes our cash flow activities:

Three Months Ended

Six Months Ended

(Millions) 2026 2025

3 unchanged sentences

Financing activities 1,077.8 176.8

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.

Net increase in cash, cash equivalents and restricted cash $ 598.6 $ 114.8

Our total cash position increased $598.6 million in the six months ended June 30, 2026 and increased $114.8 million in the six months ended June 30, 2025.

Cash inflows in 2026 were primarily from the issuance of debt and from operating activities.

2 unchanged sentences

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.

Cash flows provided from operating activities increased $155.8 million in the six months ended June 30, 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 favorable timing differences in the realization of deferred revenue, interest payments on our debt obligations and payments of trade accounts payable.

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 unfavorable timing differences in the collection of accounts receivable.

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 used in investing activities increased $573.0 million in the six months ended June 30, 2026, as compared to the same period in 2025, primarily driven by higher capital expenditures.

During the six months ended June 30, 2026, cash outlays for capital expenditures were $799.2 million and cash outlays for capital expenditures funded by government grants totaled $34.8 million.

Cash inflows from investing activities included $11.9 million in grant funds received from various state programs to fund capital expenditures and $3.5 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.

Comparatively, c ash outlays for capital expenditures were $246.2 million for t he six months ended June 30, 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.

Cash provided from financing activities totaled $1,077.8 million for the six months ended June 30, 2026.

Cash inflows included $2,072.6 million of proceeds from issuance of debt partially offset by $930.0 million in repayments of debt, payments of financing costs of $39.7 million and payment of preferred stock dividends of $16.7 million.

Proceeds from the issuance of debt consisted of the issuance of $1,000.0 million of additional 8.625% unsecured notes, which was issued at a premium of $2.5 million, the issuance of $960.1 million of Kinetic ABS 2026-1 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 $5.0 million on the 2025 Term Loan.

Comparatively, cash provided from financing activities totaled $145.6 million for the three months ended March 31, 2025.

Comparatively, cash provided from financing activities totaled $176.8 million for the six months ended June 30, 2025.

Cash inflows included $1,229.0 million of proceeds from issuance of debt partially offset by $940.0 million in repayments of debt, payments of settlement obligations of $49.0 million and financing costs of $59.1 million.

Proceeds from issuance of debt consisted of $589.0 million under the ABS Notes and $40.0 million under the Uniti Revolver.

Proceeds from issuance of debt consisted of $600.0 million of the 8.625% unsecured notes, $589.0 million under the Fiber Infrastructure ABS Notes and $40.0 million under the Uniti Revolver.

Repayments of debt consisted of $625.0 million of 10.50% secured notes, $275.0 million under the ABS Loan Facility and $40.0 million under the Uniti Revolver.

5 unchanged sentences

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.

Incremental to its required minimum funding contributions, the Company also made a voluntary cash contribution of $4.4 million to the pension plan on June 2, 2026, which was allocated to the 2025 plan year.

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

2 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 $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.

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 $6.0 million and $13.4 million for the three and six months ended June 30, 2026, respectively, as compared to $0.6 million and $1.2 million for the three and six months ended June 30, 2025.

Expense related to the employee savings plan is included in cost of services and SG&A expenses in the condensed consolidated statements of operations.

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.

In addition to the BEAD funding previously discussed, the Company also 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.

As of June 30, 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.

1 unchanged sentence

Debt Agreements and Covenants

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

At June 30, 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;

(iii) the 2025 Term Loan (as defined in Note 5) pursuant to the Windstream Credit Agreement, of which $995.0 million was outstanding;

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

2 unchanged sentences

(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”);

(viii) $1.6 billion aggregate principal amount of 8.625% senior unsecured notes due 2032 (the “ 8.625% unsecured notes”);

(ix) $1.4 billion 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.

(xi) $839.0 million aggregate principal amount of secured fiber network revenue term notes (collectively, the “Fiber Infrastructure 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 “Fiber Infrastructure ABS Notes Issuers”), each an indirect, bankruptcy-remote subsidiaries of the Company, and (xii) $960.1 million aggregate principal amount of Kinetic ABS 2026-1 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.

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.

As of June 30, 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.

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.

During 2024, we formed Uniti Fiber ABS Parent LLC (“Fiber Infrastructure 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 Fiber Infrastructure 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 Fiber Infrastructure ABS Notes Issuers and Uniti Fiber TRS AssetCo LLC (with Uniti Fiber GulfCo LLC, the “Fiber Infrastructure ABS Notes Obligors”), each a subsidiary of Fiber Infrastructure ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company.

Each Fiber Infrastructure 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 designated Kinetic ABS Parent as an unrestricted subsidiary under the credit agreements and the applicable indentures governing our outstanding senior notes.

We also formed the Kinetic ABS 2026-1 Obligors, each a subsidiary of Kinetic ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company.

Each Kinetic ABS 2026-1 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 Fiber Infrastructure ABS Parent and its subsidiaries and Kinetic ABS Parent and its subsidiaries (all unrestricted subsidiaries as of June 30, 2026 ), please see Note 14 to our accompanying condensed consolidated financial statements contained in Part I, Item 1 “Financial Statements ” of this Quarterly Report on Form 10-Q.

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.

Except for the changes discussed in Note 5 and Note 15 to the condensed consolidated financial statements resulting from the 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

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Millions 2026 2025 2026 2025

2 unchanged sentences

Interest expense, net 195.6 128.8 383.9 258.3

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

Loss (gain) on extinguishment of debt — 32.0 (1.2) 40.5

Income tax expense (benefit) 0.3 (6.2) 0.9 (10.7)

2 unchanged sentences

Transaction related and other costs 9.6 13.5 39.7 21.3

Other income, net (6.5) —

Other (income) expense, net (7.8) 1.1 (14.3) 1.1

Amortization of non-cash rights-of-use assets (a) 0.1 0.9 0.2 1.7

10 unchanged sentences

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.

There were no material changes to these critical accounting estimates during the first six months of 2026.

Recent Accounting Guidance

1 unchanged sentence

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis