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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________________________

FORM 10-Q

_______________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-42779

_______________________________________________________________

Uniti Group Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________


Delaware			85-2262564
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2101 Riverfront Drive, Suite A Little Rock, Arkansas			72202
(Address of principal executive offices)			(Zip Code)

(501) 850-0820

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

_______________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	UNIT	The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of October 31, 2025, the registrant had 239,036,325 shares of common stock, $0.0001 par value per share, outstanding.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements as defined under U.S. federal securities law. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements regarding: our expectations regarding the effect of tax-related legislation on our tax position; our expectations regarding the future growth and demand of the telecommunication industry, future financing plans, business strategies, growth prospects, operating and financial performance, and future liquidity needs and access to capital; our expectations regarding future deployment of fiber strand miles and small cell networks and recognition of revenue related thereto; our expectations regarding levels of capital expenditures; our expectations regarding the deductibility of goodwill for tax purposes; our expectations regarding the amortization of intangible assets; and our expectations regarding the payment of dividends.

Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to:

•unanticipated difficulties or expenditures relating to the Merger (as defined herein);

•the risk that we fail to fully realize the potential benefits, expected synergies, efficiencies and cost savings from the Merger (as defined herein) within the expected time period (if at all);

•our ability to generate sufficient cash flows to service our outstanding indebtedness and the covenants in our debt agreements, which could reduce funds available for business purposes and limit our operational flexibility;

•our ability to access debt and equity capital markets;

•competition and overbuilding in consumer service areas and general competition in business markets;

•continued loss of consumer households served and consumer high-speed internet customers;

•adverse impacts of inflation, higher interest rates, tariffs, trade restrictions, trade wars, federal government shutdown and the potential for economic slowdown on our employees, our business, the business of our customers and other business partners and the global financial markets;

•risks related to various forms of regulation from the Federal Communications Commission, state regulatory commissions and other government entities and effects of unfavorable legal proceedings, government investigations, and complex and changing laws;

•changes in the U.S. tax law and other federal, state or local laws;

•our ability to retain our key management personnel;

•rapid changes in technology, which could affect our ability to compete;

•information technology system failures, network disruptions, and failure to protect, loss of, or unauthorized access to, or release of data;

•the possibility that we may experience equipment failures, network damages, natural disasters, cyber-attacks or terrorist attacks for which our insurance may not provide adequate coverage;

•the risk that we fail to fully realize the potential benefits of or have difficulty in integrating the companies we acquire;

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•other risks inherent in the communications industry and in the ownership of network systems, including potential liability relating to environmental matters; and

•additional factors discussed in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q, as well as those described from time to time in our future reports filed with the SEC.

Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except in the normal course of our public disclosure obligations, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based.

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Uniti Group Inc.

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		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Statements of Income	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Cash Flows	8
	Condensed Consolidated Statements of Shareholders' Equity (Deficit)	9
	Notes to Condensed Consolidated Financial Statements	12
	1.Organization and Description of Business	12
	2.Basis of Presentation and Summary of Significant Accounting Policies	13
	3.Merger and Purchase Price Allocation	19
	4.Goodwill and Intangible Assets and Liabilities	24
	5.Notes and Other Debt, Net	26
	6.Derivatives	33
	7.Fair Value of Financial Instruments	35
	8.Revenues	36
	9.Employee Benefit Plans	40
	10.Accumulated Other Comprehensive Loss	41
	11.Earnings Per Share	41
	12.Segments	43
	13.Income Taxes	47
	14.Commitments and Contingencies	48
	15.Supplementary Unrestricted Subsidiary Information	50
	16.Subsequent Events	53

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	89
Item 4.	Controls and Procedures	90

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	91
Item 1A.	Risk Factors	91
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	101
Item 3.	Defaults Upon Senior Securities	101
Item 4.	Mine Safety Disclosures	101
Item 5.	Other Information	101
Item 6.	Exhibits	102

Signatures		106

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

Uniti Group Inc.

Condensed Consolidated Statements of Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions, except per share data)	2025		2024		2025		2024
Revenues and sales:
Service revenues	$	695.3	$	287.5	$	1,282.0	$	861.1
Sales revenues	27.3		4.7		35.3		12.5
Total revenues and sales	722.6		292.2		1,317.3		873.6
Costs and expenses:
Cost of services (exclusive of depreciation and amortization included below)	261.4		32.8		323.7		98.5
Cost of sales (exclusive of depreciation and amortization included below)	22.6		1.7		27.4		8.2
Selling, general and administrative	121.2		26.7		177.4		80.5
Depreciation and amortization	202.3		79.3		361.7		234.9
Gain on sale of operating assets	—		—		—		(19.0)
Transaction related and other costs	157.7		14.4		179.0		31.1
Total costs and expenses	765.2		154.9		1,069.2		434.2
Operating (loss) income	(42.6)		137.3		248.1		439.4
Other (expense) income, net	(0.2)		—		(1.3)		0.3
Gain on settlement of preexisting relationships	1,685.4		—		1,685.4		—
Interest expense, net	(168.2)		(131.0)		(467.0)		(381.7)
Income before income taxes	1,474.4		6.3		1,465.2		58.0
Income tax benefit	134.5		5.9		145.2		13.8
Net income	1,608.9		12.2		1,610.4		71.8
Participating securities’ share in earnings	(35.4)		(0.3)		(41.3)		(1.5)
Dividends declared on preferred stock	(9.9)		—		(9.9)		—
Net income attributable to common shareholders	$	1,563.6	$	11.9	$	1,559.2	$	70.3






Earnings per common share:
Basic	$7.26		$0.08		$9.29		$0.49
Diluted	$4.92		$0.08		$7.21		$0.49

Weighted-average number of common shares outstanding:
Basic	215.2		143.2		167.8		143.0
Diluted	320.9		143.2		220.0		143.0

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

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Uniti Group Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions)	2025		2024		2025		2024
Net income	$	1,608.9	$	12.2	$	1,610.4	$	71.8
Other comprehensive income (loss):
Interest rate cap:
Unrealized loss in the period	—		(0.8)		—		(0.6)
Reclassification of realized interest	0.2		(0.1)		0.6		(0.2)
Change in interest rate cap	0.2		(0.9)		0.6		(0.8)
Interest rate swap:
Unrealized loss in the period	(1.4)		—		(1.4)		—
Net realized gain reclassified into interest expense	(0.3)		—		(0.3)		—
	(1.7)		—		(1.7)		—
Income tax benefit	0.4		—		0.4		—
Change in interest rate swap	(1.3)		—		(1.3)		—
Other comprehensive loss	(1.1)		(0.9)		(0.7)		(0.8)
Comprehensive income	$	1,607.8	$	11.3	$	1,609.7	$	71.0

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

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Uniti Group Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(Millions, except par value)	September 30, 2025		December 31, 2024
Assets:
Current assets:
Cash and cash equivalents	$	158.0	$	155.6
Restricted cash	73.9		28.2
Accounts receivable, net	345.3		51.5
Prepaid expenses	104.0		16.2
Other current assets	193.0		18.1
Total current assets	874.2		269.6
Goodwill	1,164.3		157.4
Intangible assets, net	1,352.4		275.4
Property, plant and equipment, net	8,059.4		4,209.7
Operating lease right-of-use assets, net	541.4		126.8
Deferred income tax assets, net	—		128.0
Other assets	87.5		115.2
Total assets	$	12,079.2	$	5,282.1
Liabilities and shareholders' equity (deficit):
Current liabilities:
Accounts payable	$	161.9	$	13.6
Deferred revenue	185.2		84.5
Current portion of operating lease obligations	124.3		12.7
Accrued taxes	66.3		7.1
Accrued interest	161.5		143.9
Other current liabilities	371.1		118.9
Total current liabilities	1,070.3		380.7
Notes and other debt, net	9,285.1		5,783.6
Noncurrent operating lease obligations	381.3		67.8
Noncurrent deferred revenue	379.4		1,316.5
Deferred income taxes, net	13.7		—
Other liabilities	268.6		185.4
Total liabilities	11,398.4		7,734.0
Commitments and contingencies (Note 14)
Shareholders' equity (deficit):
New Uniti Preferred Stock, $0.0001 par value, 0.6 million shares issued and outstanding at September 30, 2025	—		—
Old Uniti Preferred stock, $0.0001 par value, 50.0 million shares authorized, no shares issued and outstanding at December 31, 2024	—		—
Common stock, $0.0001 par value, 5,550.0 million shares authorized, 234.0 million shares issued and outstanding at September 30, 2025 and 500.0 million shares authorized, 143.2 million shares issued and outstanding at December 31, 2024	—		—
Additional paid-in capital	2,768.6		1,236.0
Accumulated other comprehensive loss	(1.3)		(0.6)
Distributions in excess of accumulated earnings	(2,086.6)		(3,687.8)
Total Uniti shareholders' equity (deficit)	680.7		(2,452.4)
Noncontrolling interests	0.1		0.5
Total shareholders' equity (deficit)	680.8		(2,451.9)
Total liabilities and shareholders' equity (deficit)	$	12,079.2	$	5,282.1

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

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Uniti Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
(Millions)	2025		2024
Cash flows from operating activities:
Net income	$	1,610.4	$	71.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	361.7		234.9
Amortization of deferred financing costs, debt discount and premium	13.9		16.8
Loss on extinguishment of debt	40.5		—
Deferred income taxes	(152.3)		(14.9)
Straight-line revenues and amortization of below-market lease intangibles	(14.0)		(24.4)
Stock-based compensation	17.4		10.1
Gain on sale of operating assets	—		(19.0)
Gain on settlement of preexisting relationships	(1,685.4)		—
Provision for estimated credit losses	6.3		1.2
Other, net	14.1		4.4
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	16.2		(6.4)
Prepaid expenses	23.0		(1.2)
Other current assets	(13.3)		0.9
Other assets	(5.0)		(0.5)
Accounts payable	28.7		3.0
Accrued interest	(43.1)		(77.1)
Accrued taxes	16.6		8.6
Deferred revenue	31.4		4.6
Other current liabilities	1.5		5.7
Other liabilities	(3.3)		(1.3)
Noncurrent deferred revenue	(44.1)		(36.1)
Operating lease assets and lease obligations	5.7		—
Other, net	2.9		—
Net cash provided from operating activities	229.8		181.1
Cash flows from investing activities:
Capital expenditures	(461.2)		(327.8)
Merger cash consideration paid, net of cash acquired	(229.5)		—
Capital expenditures funded by government grants	(8.3)		—
Grant funds received for broadband expansion	2.1		—
Proceeds from sale of equipment	3.6		0.6
Proceeds from sale of IPv4 addresses	3.1		—
Proceeds from sale of operating assets	—		40.0
Proceeds from sale of unconsolidated entity	—		40.0
Net cash used in investing activities	(690.2)		(247.2)
Cash flows from financing activities:
Proceeds from issuance of debt	1,728.0		714.0
Repayments of debt	(1,063.0)		(455.9)
Dividends paid	—		(108.5)
Payments of settlement obligation	(73.5)		(73.5)
Payments for financing costs	(77.4)		(15.8)
Other, net	(5.6)		(3.1)
Net cash provided from financing activities	508.5		57.2
Net increase (decrease) in cash, restricted cash and cash equivalents	48.1		(8.9)
Cash, restricted cash and cash equivalents at beginning of period	183.8		62.3
Cash, restricted cash and cash equivalents at end of period	$	231.9	$	53.4

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

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Uniti Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

(Unaudited)


	For the three months ended September 30, 2025
(Millions, except per share amounts)	New Uniti Preferred Stock			Old Uniti Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Accumulated Earnings		Noncontrolling Interests		Total Shareholders' Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at June 30, 2025	—	$	—	—	$	—	143.9	$	—	$	1,241.5	$	(0.2)	$	(3,685.6)	$	0.2	$	(2,444.1)
Net income	—	—		—	—		—	—		—		—		1,608.9		—		1,608.9
Other comprehensive loss	—	—		—	—		—	—		—		(1.1)		—		—		(1.1)
Issuance of New Uniti Preferred Stock in the Merger	0.6	—		—	—		—	—		630.4		—		—		—		630.4
Issuance of New Uniti Common Stock in the Merger	—	—		—	—		90.1	—		733.7		—		—		—		733.7
Issuance of New Uniti Warrants in the Merger	—	—		—	—		—	—		142.7		—		—		—		142.7
Preferred stock dividend	—	—		—	—		—	—		9.9		—		(9.9)		—		—
Payments related to tax withholding for stock-based compensation	—	—		—	—		—	—		—		—		—		—		—
Stock-based compensation	—	—		—	—		—	—		10.1		—		—		—		10.1
Other, net	—	—		—	—		—	—		0.3		—		—		(0.1)		0.2
Balance at September 30, 2025	0.6	$	—	—	$	—	234.0	$	—	$	2,768.6	$	(1.3)	$	(2,086.6)	$	0.1	$	680.8

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

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Uniti Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

(Unaudited)


	For the nine months ended September 30, 2025
(Millions, except per share amounts)	New Uniti Preferred Stock			Old Uniti Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Accumulated Earnings		Noncontrolling Interests		Total Shareholders' Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024	—	$	—	—	$	—	143.2	$	—	$	1,236.0	$	(0.6)	$	(3,687.8)	$	0.5	$	(2,451.9)
Net income	—	—		—	—		—	—		—		—		1,610.4		—		1,610.4
Other comprehensive loss	—	—		—	—		—	—		—		(0.7)		—		—		(0.7)
Exchange of noncontrolling interest	—	—		—	—		—	—		0.2		—		—		(0.3)		(0.1)
Issuance of New Uniti Preferred Stock in the Merger	0.6	—		—	—		—	—		630.4		—		—		—		630.4
Issuance of New Uniti Common Stock in the Merger	—	—		—	—		90.1	—		733.7		—		—		—		733.7
Issuance of New Uniti Warrants in the Merger	—	—		—	—		—	—		142.7		—		—		—		142.7
Preferred stock dividend	—	—		—	—		—	—		9.9		—		(9.9)		—		—
Payments related to tax withholding for stock-based compensation	—	—		—	—		—	—		(2.3)		—		—		—		(2.3)
Stock-based compensation	—	—		—	—		0.6	—		17.4		—		—		—		17.4
Other, net	—	—		—	—		0.1	—		0.6		—		0.7		(0.1)		1.2
Balance at September 30, 2025	0.6	$	—	—	$	—	234.0	$	—	$	2,768.6	$	(1.3)	$	(2,086.6)	$	0.1	$	680.8

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

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Uniti Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

(Unaudited)


	For the three months ended September 30, 2024
(Millions, except per share amounts)	Old Uniti Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Accumulated Earnings		Noncontrolling Interests		Total Shareholders' Deficit
	Shares	Amount		Shares	Amount
Balance at June 30, 2024	—	$	—	143.1	$	—	$	1,228.5	$	0.1	$	(3,722.0)	$	1.0	$	(2,492.4)
Net income	—	—		—	—		—		—		12.2		—		12.2
Other comprehensive loss	—	—		—	—		—		(0.9)		—		—		(0.9)
Performance award dividend	—	—		—	—		—		—		1.1		—		1.1
Stock-based compensation	—	—		—	—		3.4		—		—		—		3.4
Issuance of common stock - employee stock purchase plan	—	—		0.1	—		0.3		—		—		—		0.3
Balance at September 30, 2024	—	$	—	143.2	$	—	$	1,232.2	$	(0.8)	$	(3,708.7)	$	1.0	$	(2,476.3)


	For the nine months ended September 30, 2024
(Millions, except per share amounts)	Old Uniti Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Accumulated Earnings		Noncontrolling Interests		Total Shareholders' Deficit
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	—	$	—	142.6	$	—	$	1,221.8	$	—	$	(3,708.2)	$	2.3	$	(2,484.1)
Net income	—	—		—	—		—		—		71.8		—		71.8
Other comprehensive loss	—	—		—	—		—		(0.8)		—		—		(0.8)
Common stock dividends declared ($0.50 per share)	—	—		—	—		—		—		(72.3)		—		(72.3)
Exchange of noncontrolling interest	—	—		0.1	—		1.2		—		—		(1.3)		(0.1)
Payments related to tax withholding for stock-based compensation	—	—		—	—		(1.6)		—		—		—		(1.6)
Stock-based compensation	—	—		0.4	—		10.1		—		—		—		10.1
Issuance of common stock - employee stock purchase plan	—	—		0.1	—		0.7		—		—		—		0.7
Balance at September 30, 2024	—	$	—	143.2	$	—	$	1,232.2	$	(0.8)	$	(3,708.7)	$	1.0	$	(2,476.3)

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

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Uniti Group Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Description of Business:

Uniti Group Inc. (herein referred to as the “Company,” “Uniti,” “we,” “us,” or “our”) was incorporated in the state of Delaware on April 19, 2024, under the name “Windstream Parent, Inc.“ and as a subsidiary of New Windstream, LLC (“Windstream”) (as successor to Windstream Holdings II, LLC) in connection with the Merger (as defined below).

Uniti is a premier digital infrastructure company with approximately 240,000 fiber route miles across 47 states. The Company serves more than 1.1 million customers, including more than 500,000 residential fiber customers, with a network that includes 1.7 million fiber-equipped households predominately situated in the Midwest and Southeast United States of America (“U.S.”). The Company offers a full suite of advanced communications services, including fiber-based broadband to residential and business customers, managed cloud communications and security services for large enterprises and government entities across the U.S., and tailored waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the U.S. and Canada. Our operations are organized into three business segments: Kinetic, Uniti Solutions and Fiber Infrastructure. See Notes 8 and 12 for additional information regarding the Company’s business segments.

Prior to the Merger, Uniti Group LLC (f/k/a Uniti Group Inc., “Old Uniti”) was an independent internally managed real estate investment trust (“REIT”) engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry. Old Uniti managed its operations within two primary lines of business: Uniti Fiber and Uniti Leasing. Old Uniti operated through a customary “up-REIT” structure, pursuant to which it held substantially all of its assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”) that Old Uniti controlled as general partner. The up-REIT structure was intended to facilitate future acquisition opportunities by providing Old Uniti with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of August 1, 2025, Old Uniti was the sole general partner of the Operating Partnership and owned 100.0% of the partnership interests in the Operating Partnership.

Completion of Merger with Windstream – On August 1, 2025, pursuant to the previously announced Agreement and Plan of Merger, dated as of May 3, 2024 (as amended) (the “Merger Agreement”), by and between Old Uniti, Windstream, Uniti Group Inc (f/k/a Windstream Parent, Inc. (“New Uniti”), and New Windstream Merger Sub, LLC, an indirect wholly owned subsidiary of Windstream (“Merger Sub”), Old Uniti and Windstream completed the following transactions: (a) Windstream merged with and into the Company (at such time, a direct wholly owned subsidiary of Windstream named Windstream Parent, Inc.), with the Company surviving the merger as the ultimate parent company of the combined company (the “Internal Reorg Merger”), and (b) Merger Sub merged with and into Old Uniti (the “Merger”), with Old Uniti surviving the Merger as an indirect wholly owned subsidiary of the Company. Following the consummation of the Merger, the Company was renamed Uniti Group Inc. and Old Uniti ceased to be a REIT, and the Company does not qualify to be a REIT. The common stock of the Company (“New Uniti Common Stock”) is listed on the Nasdaq Global Select Market under the symbol “UNIT”.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of Old Uniti’s common stock, par value $0.0001 per share that was issued and outstanding was automatically cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock par value $0.0001 per share pursuant to the exchange ratio set forth in the Merger Agreement with cash issued in lieu of fractional shares. Immediately following the consummation of the Merger, Old Uniti’s and Windstream’s stockholders held approximately 62% and 38%, respectively, of the Company before giving effect to the conversion of any outstanding convertible securities or the issuance of warrants to purchase New Uniti Common Stock referenced below.

In connection with the Internal Reorg Merger, prior to the effective time of the Merger, Windstream’s equityholders received (i) approximately 90.1 million shares of New Uniti Common Stock representing approximately 35.42% of the outstanding shares of New Uniti Common Stock, (ii) approximately 0.6 million shares of non-voting preferred stock of the Company (“New Uniti Preferred Stock”) with a dividend rate of 11% per year for the first six years, subject to an additional 0.5% per year during each of the 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 New Uniti Common Stock, with an exercise price of $0.01 per share (“New Uniti Warrants”), representing approximately 6.9% of the outstanding New Uniti Common Stock immediately following the closing of the Merger on a fully diluted basis after giving effect to such warrants. Windstream’s equityholders also received approximately $370.7 million in cash (net of certain transaction-related expenses) on a pro-rata basis (the “Merger Cash Consideration”). The Merger Cash Consideration was funded by Old Uniti using available cash on hand and borrowings under its Uniti Revolver (as defined herein).

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The Merger was a taxable transaction for U.S. federal income tax purposes. In connection with the Merger, the Company received a favorable private letter ruling from the Internal Revenue Service regarding certain U.S. federal income tax consequences of a proposed post-closing restructuring, which was effected after the Merger. As a result of the post-closing restructuring, the Company obtained a step-up in the tax basis of certain assets of Old Uniti. See Notes 2 and 3 for additional information regarding the Merger.

Upon the completion of the Merger, the existing indebtedness of Old Uniti and Windstream remained separate within its respective organizational structure under the Company. As further discussed in Note 5, on August 4, 2025, the Company completed a post-closing reorganization, which combined Windstream’s and Old Uniti’s debt into a single silo capital structure.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies:

Basis of Presentation – The accompanying condensed consolidated financial statements include all accounts of the Company and its wholly owned and/or controlled subsidiaries. All material intercompany balances and transactions have been eliminated. The Company also consolidates (“variable interest entities” or “VIEs”) in instances in which it is deemed to be the primary beneficiary. For periods prior to the Merger, the Operating Partnership was considered a VIE, because Old Uniti was deemed to be the primary beneficiary as it had both the power to direct the activities that, when taken together, most significantly impacted the Operating Partnership’s performance; and had the obligation to absorb losses and right to receive the returns from the Operating Partnership that would be significant to the Operating Partnership. After the Merger, the Company does not hold interests in any VIEs.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated balance sheet as of December 31, 2024 was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in Old Uniti’s Annual Report on Form 10-K filed with the SEC on February 21, 2025, as amended by Amendment No. 1 thereto filed on Form 10-K/A with the SEC on March 7, 2025 (the “Annual Report”).

Accounting for the Merger – The Merger was accounted for as a reverse merger using the acquisition method of accounting, with Windstream treated as the legal acquirer and Old Uniti treated as the accounting acquirer. Old Uniti was determined to be the accounting acquirer based on the following factors: (1) Old Uniti’s existing stockholders held the majority voting interest (approximately 62%) in Uniti immediately following the consummation of the Merger; (2) Old Uniti’s existing five-member board of directors was appointed to and comprises the majority of the nine-member board of Uniti; (3) Uniti’s senior management is comprised of Old Uniti’s senior management, including President and Chief Executive Officer, Senior Vice President and Chief Financial Officer and Executive Vice President – General Counsel and Secretary; and (4) Old Uniti was the entity that transferred cash to effect the Merger. Because Old Uniti is treated as the accounting acquirer, financial information for periods prior to the Merger reflect the historical activity of Old Uniti. For periods after the Merger, the condensed consolidated financial statements reflect the combined results of Old Uniti and Windstream. See Note 3 for additional information related to the Merger.

As previously discussed in Note 1, each outstanding share of Old Uniti common stock was converted into the right to receive 0.6029 shares of New Uniti Common Stock pursuant to the exchange ratio set forth in the Merger Agreement. Historical share and per share data of Old Uniti has been retrospectively adjusted to reflect the exchange ratio for all periods presented.

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Accounting Policy Changes – In connection with the Merger, effective August 1, 2025, the Company changed its historical method for depreciating certain property, plant and equipment Old Uniti had acquired from Windstream in the 2015 spin-off transaction from a group composite method to computing depreciation expense using the straight-line method over the estimated useful lives of the related assets. The change is considered preferable because the straight-line method more accurately reflects the pattern of usage and the expected benefits of such assets and provides greater consistency with the depreciation methods used by other companies in the telecommunications industry. This change in depreciation method represented a change in accounting estimate effected by a change in accounting principle and accordingly was accounted for prospectively in accordance with authoritative guidance. The effect of the change to the straight-line method for computing depreciation expense resulted in an increase of $7.1 million in depreciation expense, a $6.4 million decrease in net income, and decreases in basic and diluted earnings per share of $0.03 and $0.02 per share, respectively, for the three months ended September 30, 2025.

As a result of the Merger, Uniti adopted various accounting policies of Windstream related to certain acquired assets and assumed liabilities that were either not applicable or immaterial to the Company’s pre-merger consolidated financial position and results of operations. The significant accounting policies include allowance for credit losses, prepaid expenses, other current assets, indefinite-lived intangible assets, revenue recognition, government assistance, pension benefits, and intercarrier billing disputes. These significant accounting policies are further discussed below.

Reclassifications – For periods prior to the Merger, as a REIT, Old Uniti presented an unclassified balance sheet, and following the Merger, the Company has presented a classified balance sheet. Accordingly, the consolidated balance sheet as of December 31, 2024 has been reclassified to present current assets and current liabilities separate and apart from noncurrent assets and liabilities and to combine or further disaggregate certain balance sheet line items. The changes included (1) reclassifying to prepaid expenses $16.2 million and to other current assets $18.1 million, which were previously included in other assets; (2) reclassifying the previously reported straight-line revenue receivable of $108.9 million to other current assets for the current portion of $10.5 million and to other assets for the noncurrent portion of $98.4 million; (3) reclassifying to accounts payable $13.6 million and to accrued taxes $7.1 million, which were previously included within accounts payable, accrued expenses and other liabilities, net; (4) reclassifying to other current liabilities the previously reported settlement payable of $71.8 million, dividends payable of $0.6 million, current portion of finance lease obligations of $2.7 million, and $43.8 million previously included within accounts payable, accrued expenses and other liabilities, net; and (5) reclassifying to other noncurrent liabilities the previously reported intangibles liabilities, net of $145.7 million, noncurrent portion of finance lease obligations of $14.5 million and $25.2 million previously included within accounts payable, accrued expenses and other liabilities, net. These reclassifications had no effect on previously reported total assets, total liabilities and total shareholders’ deficit as of December 31, 2024.

In addition, the prior period condensed consolidated statements of income have been reclassified to present sales revenues separate and apart from service revenues, disaggregate operating expenses into cost of services and cost of sales and to present an operating income subtotal. These reclassifications did not impact previously reported net income or comprehensive income for the three and nine months ended September 30, 2024.

Finally, the prior period condensed consolidated statements of cash flows and condensed consolidated statements of shareholders’ deficit were reclassified to combine or further disaggregate certain financial statement line items. These reclassifications did not impact previously reported net cash provided from operating activities, net cash used in investing activities, net cash provided from financing activities or net decrease in cash, restricted cash and cash equivalents for the nine months ended September 30, 2024, nor change previously reported total shareholders’ deficit for the three and nine months ended September 30, 2024.

Restricted Cash and Cash Equivalents – Restricted cash and cash equivalents represent funds that are restricted for an obligation under the ABS Loan Facility (as defined in Note 5) to maintain six months of interest on the Class A and Class B notes and three months of interest on the Class C notes and for other expenses. In addition, deposits held as security for indebtedness under Windstream’s corporate purchase card program are not available for use and have been presented as restricted cash as of September 30, 2025.

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Lessor Arrangements – Certain service offerings to customers include equipment leases. The Company also leases its network facilities, including communications towers, ground space, and colocation space to other service providers and enters into arrangements with third parties to lease unused or underutilized portions of its network. These leases meet the criteria for operating lease classification. Operating lease income was $124.5 million and $597.0 million for the three and nine months ended September 30, 2025, respectively, as compared to $230.9 million and $688.4 million for the three and nine months ended September 30, 2024, respectively. Operating lease income is included in service revenues in the condensed consolidated statements of income.

Periodically, the Company enters into indefeasible right of use (“IRU”) arrangements that grant exclusive access to and unrestricted use of specific dark fiber assets and for which the terms of the arrangements are for a major part of the assets’ remaining economic life. These IRU arrangements meet the criteria for sales-type lease classification. During the three and nine months ended September 30, 2025, the Company recognized sales revenue of $13.6 million and $16.3 million, cost of sales of $7.8 million and $8.4 million and gross profit of $5.8 million and $7.9 million, respectively, related to IRU arrangements. During both the three and nine months ended September 30, 2024, the Company recognized sales revenue of $3.0 million, cost of sales of $0.1 million and gross profit of $2.9 million related to IRU arrangements.

Allowance for Credit Losses – Management estimates credit losses for trade receivables by aggregating similar customer types together to calculate expected default rates based on historical losses as a percentage of total aged receivables. These rates are then applied, on a monthly basis, to the outstanding balances staged by customer. In addition to continued evaluation of historical losses, forward-looking information and forecasts should be considered in determining credit loss estimates. Our current forecast methodology assesses historical trends to project future losses and is not forward-looking for potential economic factors that would change the credit loss model. Therefore, historical trends continue to be the most accurate expectation of future losses as the Company has defined rules around customers who can establish service. Our revenue and associated accounts receivable are based upon a recurring revenue structure whereby customers are billed in advance of service being provided over the ensuing 30 days and there is little month-to-month volatility in the composition of the customer base across all segments. Management is actively monitoring current economic conditions, including the impacts of inflation on our customers and their associated accounts receivable balances in order to adjust the allowance for credit losses accordingly. To date, no material risk has been identified; however, management will continue to monitor and make adjustments, as necessary.

Prepaid Expenses – Prepaid expenses primarily consist of prepaid services, rent, insurance, taxes, maintenance contracts, refundable deposits, and the current portion of deferred contract costs recorded in accounting for revenue from contracts with customers. Prepayments are expensed on a straight-line basis over the corresponding life of the underlying agreements.

Other Current Assets – Other current assets primarily consist of receivables related to federal and state broadband grant programs (see “Government Assistance” below), contract assets recorded in accounting for revenue from contracts with customers (see Note 8), and inventories. Inventories include finished goods consisting of network and other equipment to be sold to customers and materials and supplies used for maintenance and repairs. Inventories are stated at the lower of cost or net realizable value. Cost is determined using either an average original cost or specific identification method of valuation.

Indefinite-Lived Intangible Assets – Indefinite-lived intangible assets consist of spectrum licenses that provide the exclusive right to utilize designated radio frequency spectrum to provide telecommunication services. The spectrum licenses were purchased in the 3.5, 24, 28, and 37 gigahertz (“GHz”) airwave auctions conducted by the Federal Communications Commission (“FCC”) in 2020 and 2019. The spectrum licenses have an initial term of 10 years and are subject to renewal by the FCC. Currently, there are no legal, regulatory, contractual, competitive, economic or other factors that would limit the useful life of the spectrum licenses. Management evaluates the useful life determination for the spectrum licenses each year to determine whether events and circumstances continue to support an indefinite useful life. Indefinite-lived intangible assets are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Government Assistance – The Company receives federal and state governmental assistance in the form of subsidies and grants for either the construction of long-lived assets used in providing broadband service or to help offset the high cost of providing service to rural markets. In absence of specific GAAP related to the accounting for government grants applicable to for-profit entities, the Company considered the application of other authoritative accounting guidance by analogy and concluded that International Accounting Standard 20 – Accounting for Government Grants and Disclosures of Government Assistance (“IAS 20”) was the most appropriate authoritative guidance for recording and classifying federal and state governmental assistance received by the Company.

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Under IAS 20, the accounting for government grants should be based on the nature of the expenditures which the grant is intended to compensate for and should be recognized when there is reasonable assurance that the Company has met the requirements of the applicable program and there is reasonable assurance that the funding will be received. Grants that compensate the Company for the cost of acquiring or constructing long-lived assets are recognized as a reduction in the cost of the related assets. If the Company receives the grant funding upfront in advance of completing the related construction project, the Company establishes a liability for the portion of the grant funds received but not yet spent. The liability is then relieved on a pro rata basis as construction occurs, and capital expenditures are incurred. Conversely, if the Company incurs capital expenditures before receiving the grant funds, the Company records a receivable equal to the amount of capital expenditures incurred to be funded by the grant. Included in other current assets were $107.5 million as of September 30, 2025. There was no grant receivable outstanding as of December 31, 2024.

Revenue Recognition – As a result of the Merger and the newly acquired Windstream consumer, business and wholesale operations, the Company expanded its products and service offerings to include a variety of communication and connectivity services for consumer and business customers including other carriers that use our facilities to provide services to their customers, as well as professional and integrated managed services provided to large enterprises and government customers. These revenues are accounted for under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). In addition to revenues earned from leasing arrangements, revenues that are not accounted for under ASC 606 now also include amounts earned from federal and state Universal Service Fund (“USF”) programs and other regulatory-related sources and activities.

A contract’s transaction price, considering discounts given for bundled purchases and promotional credits, is allocated to each distinct performance obligation, a promise in a contract to transfer a distinct good or service to the customer, and recognized as revenue when, or as, the performance obligation is satisfied. While the majority of our contracts have multiple performance obligations, the revenue recognition pattern is generally not impacted by the allocation since the performance obligations are generally satisfied over the same period of time. When the method and timing of transfer and performance risk are the same, services are deemed to be highly interdependent. Highly interdependent, indistinct services are combined into a single performance obligation. Although each month of services promised is a separate performance obligation, the series of monthly service performance obligations promised over the course of the contract is deemed to be a single performance obligation for purposes of the allocation. Certain contracts include discounts and promotional credits given to customers. Discounts and promotional credits are included in the transaction price based on historical experience and anticipated performance.

For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation based on the relative standalone selling price of each performance obligation in the contract. The standalone selling price is the estimated price the Company would charge for the good or service in a separate transaction with similar customers in similar circumstances. Identifying distinct performance obligations and determining the standalone selling price for each performance obligation within a contract with multiple performance obligations requires management judgment.

Performance obligations are satisfied over time as services are rendered or at a point in time depending on our evaluation of when the customer obtains control of the promised goods. Revenue is recognized when obligations under the terms of a contract with the customer are satisfied; generally, this occurs when services are rendered or control of the communication products is transferred. Service revenues are recognized over the period that the corresponding services are rendered to customers.

Revenues that are billed in advance include monthly recurring network access and data services, special access and monthly recurring voice, internet and other related charges. Revenues derived from other telecommunications services, including interconnection, long-distance and enhanced services are recognized monthly as services are provided. Telecommunications network maintenance revenue from indefeasible rights to use fiber optic network facility arrangements are generally recognized over the term of the related contract. Sales of communications products including customer premise equipment and modems are recognized when products are delivered to and accepted by customers.

In determining whether installation is a separate performance obligation, management evaluates, among other factors, whether other performance obligations are highly dependent upon installation requiring significant integration or customization or whether a customer can benefit from the installation with other readily available resources. In circumstances where customers can benefit from the installation with other readily available resources, installation is a separate performance obligation. Installation revenue is recognized when the installation is complete. In circumstances where other telecommunication service performance obligations are highly dependent upon installation, installation is not a separate purchase obligation, and accordingly, the installation fees are included in the transaction price allocated to and recognized with other telecommunication service performance obligations.

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Fees assessed to customers for service activation are considered a material right in a month-to-month contract. These service activation fees are deferred and recognized as service revenue on a straight-line basis over the estimated life of the customer. Determining the estimated life of the customer requires management judgment. The estimated life of customer relationships varies by customer type. Wholesale customer lives are estimated based on the average number of months each individual circuit is active. Business customer lives are based on average contract terms. Residential customer lives are estimated based on average customer tenure.

In determining whether to include in revenues and expenses, the taxes and surcharges assessed and collected from customers and remitted to government authorities, including USF charges, sales, use, value added and excise taxes, management evaluates, among other factors, whether the Company is the primary obligor or principal tax payer for the fees and taxes assessed in each jurisdiction in which it operates. In those jurisdictions for which the Company is the primary obligor, taxes and surcharges are recorded on a gross basis and included in revenues and costs of services and products. In jurisdictions in which the Company functions as a collection agent for the government authority, taxes are recorded on a net basis and the amounts excluded from revenues and costs of services and products.

Pension Benefits – Changes in the fair value of plan assets and actuarial gains and losses due to actual experience differing from actuarial assumptions, are recognized as a component of net periodic pension expense in the fourth quarter in the year in which the gains and losses occur, and if applicable in any quarter in which an interim remeasurement is required. The remaining components of net periodic pension income, primarily benefits earned, interest cost and expected return on plan assets, are recognized ratably on a quarterly basis. See Notes 3 and 9 for additional information regarding actuarial assumptions, net periodic pension income, projected benefit obligation, plan assets, and future contributions.

Intercarrier Billing Disputes – The Company routinely disputes network access charges that are billed by other companies for access to their networks. The Company has accrued amounts that it believes are adequate related to ongoing billing disputes. The reserves are subject to changes in estimates and management judgment as new information becomes available. Due to the length of time historically required to resolve these disputes, these matters may be resolved or require adjustment in future periods and relate to costs invoiced, accrued or paid in prior periods. Amounts recorded for billing disputes were not material as of September 30, 2025. There were no reserves for billing disputes recorded as of December 31, 2024. While management believes the reserves recorded for billing disputes are adequate, it is possible that future adjustments to these reserves could be recorded and such adjustments could be significant.

Gain on Sale of Operating Assets – The Company had previously acquired certain fiber assets from CableSouth Media, LLC (“CableSouth”) and leased back certain of those acquired assets to CableSouth pursuant to a triple-net lease agreement. During the fourth quarter of 2023, the Company entered into an agreement with a fund managed by Macquarie Asset Management (“MAM”) pursuant to which MAM would make a structured equity investment into CableSouth in order to assist CableSouth in the acquisition of all of our previously acquired CableSouth fiber assets and the buyout of their triple-net lease for cash consideration of $40.0 million. The Company completed the sale transaction on January 31, 2024, and recorded a $19.0 million pretax gain, which is included in our consolidated results of operations for the nine months ended September 30, 2024.

Exchanges of Noncontrolling Interests – The limited partnership interests in the Operating Partnership (commonly called “OP Units”), were exchangeable on a one-for-one basis for shares of common stock or, at our election, cash of equivalent value. During the first quarter of 2025, the Company exchanged all remaining 14,722 OP Units held by third parties for cash consideration of $0.1 million. During the nine months ended September 30, 2024, the Company exchanged 68,384 OP Units held by third parties, of which 53,662 OP Units were exchanged for an equal number of shares of common stock and 14,722 OP Units were purchased for cash consideration of $0.1 million.

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


	Nine Months Ended September 30,
(Millions)	2025		2024
Interest paid, net of interest capitalized	$	455.8	$	474.4
Income taxes paid, net of refunded	$	2.1	$	2.0
Right-of-use assets obtained in exchange for operating lease obligations	$	40.2	$	14.5
Change in accounts payable and other current liabilities for purchases of property and equipment	$	17.7	$	(1.4)
Tenant capital improvements	$	298.8	$	163.6

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

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Taxes – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard intends to improve transparency about income tax information primarily through changes to the tax rate reconciliation and income taxes paid disclosures. ASU 2023-09 will require entities on an annual basis to disclose a tabular rate reconciliation using both percentages and dollar amounts that include specific categories of reconciling items and to provide additional information for reconciling items that meet a specified quantitative threshold. ASU 2023-09 also requires entities to disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions and for individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, which is January 1, 2025 for the Company, with early adoption permitted. The amendments in ASU 2023-09 are to be applied on a prospective basis, although retrospective application is permitted. The Company is currently in the process of evaluating the impacts of this guidance to the income tax disclosures included within its annual consolidated financial statements.

Credit Losses – In July 2025, the FASB issued ASU 2025-05 - Financial Instruments - Credit Losses (Topic ASC 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in this ASU provide entities with a practical expedient they may elect to use when developing an estimate of expected credit losses on current accounts receivable and current contract asset balances arising from transactions accounted for under Topic ASC 606 - Revenue from Contracts with Customers. Under this practical expedient, entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in ASU 2025-05 become effective for fiscal years and for interim periods beginning after December 15, 2025, and early adoption is permitted. The Company is currently assessing the effect of this update on our consolidated financial statements and related disclosures.

Disaggregation of Expenses – In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220) - Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires public business entities to provide more detailed disclosure in the notes to the financial statements of certain categories of expenses, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization, that are components of existing captions presented on the face of the statement of operations. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in ASU 2024-03 may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on its financial statement presentation and disclosures.

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Internal Use Software – In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting tor Internal-Use Software (“ASU 2025-06”) that updates the accounting guidance for internal-use software costs by removing references to prescriptive and sequential development stages of a project and replacing them with new criteria used in determining when to start capitalizing software costs. Under the new guidance, capitalization begins when management authorizes and commits to funding the software project and it is probable the project will be completed, and the software will be used to perform the intended function. The new guidance also clarifies that capitalized internal-use software costs are subject to the property, plant, and equipment disclosure requirements. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and for interim reporting periods within those annual fiscal years, with early adoption permitted. The guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently assessing the effect of this update on our consolidated financial statements and related disclosures.

Note 3. Merger and Purchase Price Allocation:

Merger Consideration

As previously discussed in Note 1, Old Uniti merged with Windstream on August 1, 2025. The total merger consideration of $2,376.6 million was calculated based on the fair value of the consideration transferred, which included the fair value of New Uniti Common Stock, New Uniti Preferred Stock and New Uniti Warrants issued, the Merger Cash Consideration, and the effective settlement of preexisting relationships. The calculation of merger consideration was as follows:


(Millions)
Fair value of New Uniti Common Stock issued in the Merger (a)	$	733.7
Fair value of New Uniti Preferred Stock issued in the Merger (b)	630.4
Fair value of New Uniti Warrants issued in the Merger (c)	142.7
Merger Cash Consideration	370.7
Settlement of preexisting relationships (d)	499.1
Total merger consideration	$	2,376.6

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

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

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

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

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Settlement of Preexisting Relationships

Prior to completion of the Merger, Old Uniti and Windstream had several preexisting relationships primarily comprised of (i) two structurally similar long-term exclusive triple-net lease agreements (collectively, the “Windstream Leases”), which consisted of a master lease (the “ILEC MLA”) that governed assets owned by Old Uniti which were leased and used by Windstream's incumbent local exchange carrier (“ILEC”) operations and a master lease (the “CLEC MLA”) that governed assets owned by Old Uniti which were leased and used by Windstream's consumer competitive local exchange carrier (“CLEC”) operations, (ii) the asset purchase agreement, pursuant to which Old Uniti paid Windstream in exchange for exclusive rights to use certain fiber strand miles leased by Windstream, certain fiber assets (and underlying rights) owned by Windstream, dark fiber IRU arrangements relating to the fiber strand miles and fiber assets, and a 20-year IRU for certain strands included in the transferred fiber assets that Uniti granted to Windstream (the “Asset Purchase Agreement”), and (iii) various other leasing and supplier arrangements between Old Uniti and Windstream.

Upon consummation of the Merger, all historical preexisting relationships between Old Uniti and Windstream were considered effectively settled for accounting purposes and the related transactions and balances became intercompany transactions eliminated in the preparation of the Company’s post-Merger consolidated financial statements. To the extent the settled preexisting contractual arrangement was deemed favorable or unfavorable from the perspective of Old Uniti, the fair value of the off-market component was included in total merger consideration. As of the Merger date, the Windstream Leases were deemed to be above market from the perspective of Old Uniti and the fair value of the off-market component was estimated to be $559.0 million based on the remaining contractual lease payments and current market rates. Conversely, the Asset Purchase Agreement was deemed to be unfavorable from the perspective of Old Uniti and the fair value of the off-market component was estimated to be $(60.0) million based on the estimated remaining value of the upfront payment of the IRU contract. The other leasing and supplier agreements were determined to be at market, and therefore, were effectively settled at the historical carrying value, which had a $0.1 million impact on total merger consideration.

In connection with the settlement of the preexisting relationships, the Company recognized a pretax nonrecurring gain of $1,685.4 million during the third quarter of 2025. The gain reflected the de-recognition of the associated assets and liabilities recorded by Old Uniti related to the Windstream Leases and Asset Purchase Agreement as of the Merger date plus the portion of the total merger consideration assigned to the settlement of preexisting relationships discussed above. The derecognized liabilities consisted of deferred revenue of $1,166.8 million, intangible liabilities of $133.5 million, operating lease obligations of $11.4 million and accounts payable and other current liabilities totaling $3.6 million, and the derecognized assets consisted of accounts receivable and other current assets totaling $15.3 million, other assets, including the straight-line revenue receivable, of $88.2 million and operating lease right-of-use assets of $25.5 million.

Preliminary Purchase Price Allocation

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

The allocation of the purchase price is preliminary and subject to change based on the finalization of the third-party appraisals to support the valuation of property, plant and equipment, intangible assets including goodwill and the related income tax impacts. The determination of the fair value of assets and liabilities acquired, including property, plant and equipment, intangible assets and deferred taxes requires significant management judgment and the Company has not completed this analysis as of September 30, 2025. Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities with the offset charged to goodwill.

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


(Millions)	Preliminary Allocation
Fair value of assets acquired:
Cash, cash equivalents and restricted cash	$	141.2
Accounts receivable	317.6
Prepaid expenses and other current assets	288.1
Property, plant and equipment (a)	3,545.7
Goodwill	1,006.9
Customer relationships (b)	750.0
IPv4 addresses (c)	165.6
Trade name (d)	115.0
Spectrum licenses (e)	78.9
Right of way (f)	38.1
Operating lease right-of-use assets (g)	431.9
Other assets	52.7
Total assets acquired	6,931.7
Fair value of liabilities assumed:
Current portion of operating lease obligations (g)	107.4
Accounts payable	124.7
Deferred revenue	132.1
Other current liabilities	419.9
Long-term debt (h)	2,841.2
Noncurrent operating lease obligations (g)	315.2
Deferred income taxes	294.5
Noncurrent deferred revenue	88.5
Pension obligation (i)	103.6
Other liabilities	128.0
Total liabilities assumed	4,555.1
Total merger consideration (j)	$	2,376.6

(a)The fair value of the property, plant and equipment inclusive of internal use software was determined using the cost approach, which considers the cost to a market participant buyer to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence, including any functional, technological, and economic obsolescence if any. Property, plant and equipment is depreciated on a straight-line basis over an estimated useful life range from 2 to 20 years.

(b)Customer relationships were valued using an income approach, specifically a multi-period excess earnings approach. Customer relationships are amortized using the sum-of-years digits methodology over a weighted average life of 5 years.

(c)IPv4 addresses were valued using a market approach, based on observable recent auction prices and other relevant information generated by market transactions involving identical or comparable assets. IPv4 addresses are amortized on a straight-line basis over an estimated useful life of 17.5 years.

(d)The fair value for the “Kinetic” trade name was determined by applying the relief-from-royalty method, an income-based approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenues attributable to the trade name and discounted to present value using an appropriate discount rate. The economic useful life of 15 years was determined based on the expected life of the trade name and the cash flows anticipated over the forecast period. The trade name is amortized on a straight-line basis over the estimated useful life.

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(e)Spectrum licenses were acquired in highly competitive federal spectrum auctions, incorporating bids from market participant spectrum holders. Given limited subsequent auction data and the uncertainty of cash flows related to the use of the licenses, the price paid at the time of the auctions was considered the best evidence of fair value. Currently, there are no legal, regulatory, contractual, competitive, economic or other factors that would limit the useful life of the spectrum, and therefore, the licenses are considered indefinite-lived intangible assets.

(f)The right-of-way fair value was assumed to be equal to book value given the recency of the agreement execution at market. The right-of-way is amortized on a straight-line basis over a remaining estimated useful life of 9.4 years.

(g)The operating lease right-of-use assets and liabilities were remeasured to reflect the present value of the remaining lease payments as of the Merger date using the combined company incremental borrowing rates ranging from 4.35% to 6.82% based on the length of the remaining lease term. The operating lease right-of-use assets also include a fair value adjustment of $1.0 million to account for the off-market component of the leases.

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

(i)The net pension benefit obligation was calculated based upon a number of actuarial assumptions, including an expected long-term rate of return on pension plan assets of 7.75% and a discount rate of 6%. In developing the expected long-term rate of return assumption, management considered the plan’s historical rate of return, as well as input from the Company’s investment advisors. Projected returns on pension plan assets were based on broad equity and bond indices and include a targeted asset allocation of 49% to equities, 32% to fixed income securities, and 19% to alternative investments. The discount rate selected was derived by identifying a theoretical settlement portfolio of high-quality corporate bonds sufficient to provide for the projected benefit payments. The values of the projected benefit payments are matched to the cash flows of the theoretical settlement bond portfolio to arrive at a single equivalent discount rate that aligns the present value of the required cash flows with the market value of the bond portfolio. Factoring in these actuarial assumptions, the net pension benefit obligation was $103.6 million as of August 1, 2025, consisting of projected benefit obligations of $545.2 million reduced by the fair value of plan assets of $441.6 million.

(j)See “Merger Consideration” above for more information regarding the components of total merger consideration. The New Uniti Preferred Stock and New Uniti Warrants issued in the Merger have been recognized as equity instruments.

The fair value of current assets, other assets, deferred revenue, current liabilities and other liabilities was based on carrying value, which was deemed a reasonable approximation of fair value. The preliminary fair values of certain assets acquired and liabilities assumed were determined with the assistance of a third-party valuation firm. Significant assumptions utilized in these approaches were based on Company specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance.

The preliminary allocation of the purchase price resulted in an estimated net deferred tax liability. We expect to adjust this preliminary net deferred tax liability upon finalization of the third party-appraisals. Goodwill associated with this acquisition was largely due to synergies expected from combining operations as previously discussed in N o te 1. Goodwill recognized in the Merger is not expected to be deductible for tax purposes. The Company allocated the goodwill recognized in the Merger to its reportable operating segments based on the relative fair value of the operating segments. See Note 4.

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Transaction Related and Other Costs

Transaction related and other costs include acquisition pursuit, transaction and integration costs. Transaction related and other costs were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions)	2025		2024		2025		2024
Professional services and fees (a)	$	115.4	$	12.4	$	131.8	$	27.4
Integration costs (b)	33.8		—		34.8		—
Other (c)	8.5		2.0		12.4		3.7
Total	$	157.7	$	14.4	$	179.0	$	31.1

(a)Consists of investment banking, legal, regulatory, accounting and other consulting and advisory services directly associated with the Merger.

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

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

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

Actual and Pro Forma Results of Operations

The results of Windstream’s operations are included in our consolidated results of operations beginning on August 1, 2025. For the three and nine months ended September 30, 2025, our consolidated results of operations include revenues and sales of $550.9 million and operating income of $104.4 million attributable to Windstream.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions)	2025		2024		2025		2024
Total revenue and sales	$	937.2	$	999.7	$	2,872.9	$	3,098.4
Net (loss) income	$	(101.8)	$	(39.9)	$	(172.2)	$	1,653.3

The unaudited pro forma information includes adjustments for the settlement of preexisting relationships, amortization for intangible assets acquired, stock-based compensation expense, interest expense for acquisition financing, income tax expense for transaction structuring, and depreciation for property and equipment acquired. The unaudited pro forma information presented is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2024 or of the results of our future operations of the combined business.

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Note 4. Goodwill and Intangible Assets and Liabilities:

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


(Millions)	Kinetic		Uniti Solutions		Fiber Infrastructure (a)		Total
Goodwill at December 31, 2024	$	—	$	—	$	672.9	$	672.9
Accumulated impairment charges as of December 31, 2024	—		—		(515.5)		(515.5)
Balance at December 31, 2024	—		—		157.4		157.4
Acquisition of Windstream	768.3		193.3		45.3		1,006.9
Goodwill at September 30, 2025	768.3		193.3		718.2		1,679.8
Accumulated impairment charges as of September 30, 2025	—		—		(515.5)		(515.5)
Balance at September 30, 2025	$	768.3	$	193.3	$	202.7	$	1,164.3

(a)Prior to the Merger, all goodwill related to the former Uniti Fiber segment. In connection with the Merger, the former Uniti Fiber and Uniti Leasing segments were combined with the CLEC portion of Windstream’s acquired wholesale business and renamed Fiber Infrastructure.

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


(Millions)
FCC Spectrum licenses	$	78.9

Windstream acquired wireless spectrum licenses in the 3.5, 24, 28 and 37 GHz bands in auctions conducted by the FCC during 2020 and 2019 for $78.9 million. The spectrum licenses have an initial term of 10.0 years and are subject to renewal by the FCC. Currently, there are no legal, regulatory, contractual, competitive, economic or other factors that would limit the useful life of the spectrum; and therefore, the licenses are considered indefinite-lived intangible assets. As of September 30, 2025, the weighted average remaining renewal period for the acquired spectrum licenses was 4.9 years.

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


	September 30, 2025						December 31, 2024
(Millions)	Original Cost		Accumulated Amortization		Net Carrying Value		Original Cost		Accumulated Amortization		Net Carrying Value
Finite-lived intangible assets:
Customer relationships	$	750.0	$	(41.9)	$	708.1	$	—	$	—	$	—
Customer lists	416.1		(191.4)		224.7		416.1		(174.3)		241.8
IPv4 addresses (a)	162.8		(1.6)		161.2		—		—		—
Trade name	115.0		(1.3)		113.7		—		—		—
Contracts	52.5		(32.8)		19.7		52.5		(27.9)		24.6
Rights of way	48.6		(2.5)		46.1		10.5		(1.5)		9.0
Total	$	1,545.0	$	(271.5)	$	1,273.5	$	479.1	$	(203.7)	$	275.4

Finite-lived intangible liabilities:
Below-market leases	$	15.2	$	(9.5)	$	5.7	$	191.2	(45.5)		145.7

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

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

Amortization Methodology

Estimated Useful Life

Intangible Assets:

Customer relationships

sum of years digits

5 years

Customer lists

straight-line

14-30 years

IPv4 addresses

straight-line

17.5 years

Trade name

straight-line

15 years

Contracts

straight-line

8 years

Rights of way

straight-line

9.4 - 30.0 years

Intangible Liabilities:

Below-market leases

straight-line

8-20 years

As of September 30, 2025, the remaining weighted average amortization period of the Company’s intangible assets was 4.8 years for customer relationships, 12.7 years for customer lists, 17.3 years for IPv4 addresses, 14.8 years for the trade name, 3.0 years for contracts, and 12.2 years for rights of way. As of September 30, 2025, the total remaining weighted average amortization period for total intangible assets was 8.9 years.

Amortization expense for the three and nine months ended September 30, 2025 was $52.9 million and $67.7 million, respectively. Amortization expense for the three and nine months ended September 30, 2024 was $7.4 million and $22.3 million, respectively.

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


Year	(Millions)
2025 (excluding the nine months ended September 30, 2025)	$	75.4
2026	279.7
2027	229.8
2028	178.2
2029	123.2
Thereafter	387.2
Total	$	1,273.5

We recognize the amortization of below-market leases in revenue. Revenue related to the amortization of the below-market leases for the three and nine months ended September 30, 2025 was $1.2 million and $6.6 million, respectively. Revenue related to the amortization of the below-market leases for the three and nine months ended September 30, 2024 was $2.7 million and $8.0 million, respectively. As of September 30, 2025, the remaining weighted average amortization period of the Company’s intangible liabilities was 3.0 years. Revenue due to the amortization of the below-market leases is estimated to be as follows for each of the years ended December 31:


Year	(Millions)
2025 (excluding the nine months ended September 30, 2025)	$	0.5
2026	1.9
2027	1.9
2028	1.4
Total	$	5.7

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Note 5. Notes and Other Debt, Net:

Notes and other debt, net consisted of the following:


	September 30, 2025				December 31, 2024
(Millions)	Principal		Unamortized Premium (Discount) and Deferred Financing Costs		Principal		Unamortized Premium (Discount) and Deferred Financing Costs
Credit Agreements:
Senior secured revolving credit facility - variable rate, due September 24, 2027	$	281.0	$	(3.3)	$	—	$	(4.3)
Senior secured revolving credit facility - variable rate, due January 23, 2027	130.0		—		—		—
Senior secured Windstream term loan - variable rate, due October 1, 2031 (premium is based on imputed interest rate of 9.15%)	500.0		1.2		—		—
Notes:
Senior secured notes - 10.50%, due February 15, 2028 (discount is based on imputed interest rate of 10.99%)	2,275.0		(23.2)		2,900.0		(37.5)
Senior secured notes - 4.75%, due April 15, 2028 (discount is based on imputed interest rate of 5.04%)	570.0		(3.9)		570.0		(5.0)
Senior secured notes - 8.250%, due October 1, 2031 (premium is based on imputed interest rate of 7.29%)	2,200.0		102.7		—		—
Senior unsecured notes - 6.50%, due February 15, 2029 (discount is based on imputed interest rate of 6.83%)	1,110.0		(11.0)		1,110.0		(13.1)
Senior unsecured notes - 6.00% due January 15, 2030 (discount is based on imputed interest rate of 6.27%)	700.0		(6.9)		700.0		(8.0)
Senior unsecured notes - 8.625% due June 15, 2032 (discount is based on imputed interest rate of 9.16%)	600.0		(16.1)		—		—
Convertible senior notes - 7.50%, due December 1, 2027 (discount is based on imputed interest rate of 8.29%)	306.5		(4.8)		306.5		(6.3)
ABS Notes and Bridge Loan Facility:
ABS Bridge Loan Facility - variable rate, due September 1, 2025 (discount is based on imputed interest rate of 10.33%)	—		—		275.0		(3.7)
ABS Notes (Class A-2) - 5.877%, due April 1, 2030 (discount is based on imputed interest rate of 6.36%)	426.0		(8.0)		—		—
ABS Notes (Class B) - 6.369%, due April 1, 2030 (discount is based on imputed interest rate of 6.86%)	65.0		(1.2)		—		—
ABS Notes (Class C) - 9.018%, due April 1, 2030 (discount is based on imputed interest rate of 9.54%)	98.0		(1.9)		—		—
Notes and other debt, net	$	9,261.5	$	23.6	$	5,861.5	$	(77.9)

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Notes and other debt, net are as follows:


(Millions)	September 30, 2025		December 31, 2024
Total principal amount	$	9,261.5	$	5,861.5
Unamortized premium (discount) and deferred financing costs	23.6		(77.9)
Notes and other debt, net	$	9,285.1	$	5,783.6

Debt Restructuring Subsequent to the Merger

Upon the completion of the Merger, the existing indebtedness of Old Uniti and Windstream remained separate within its respective organizational structure under New Uniti. On August 4, 2025, among other transactions, Uniti Group LP, the borrower under Old Uniti’s indebtedness, was merged with and into Windstream Services LLC (“Windstream Services”), the borrower under Windstream’s indebtedness, as part of an internal reorganization (the “Internal Reorganization”). Accordingly, all of the existing indebtedness of Old Uniti and Windstream became obligations of the same borrowing entity, and each subsidiary of Old Uniti that had guaranteed its debt guaranteed the existing debt of Windstream and vice versa. To effectuate this, the obligors to Old Uniti’s and Windstream’s respective indebtedness (the “Obligors”) entered into supplemental indentures, each dated August 4, 2025 (the “Supplemental Indentures”) to the indentures governing Old Uniti’s and Windstream’s outstanding senior notes and joinder agreements, each dated August 4, 2025 (the “Joinder Agreements”) in respect of Old Uniti’s and Windstream’s respective existing credit agreements. In addition, the existing Windstream intercreditor agreement was terminated and the Windstream existing debt parties entered into joinders to the existing Old Uniti intercreditor agreement and certain supplements and amendments to the existing Windstream collateral documents and the Old Uniti collateral documents (such collateral documents, as amended, collectively with the Supplemental Indentures and the Joinder Agreements, the “Reorg Documents”). Under the Supplemental Indentures, the Joinder Agreements and the other Reorg Documents, (x) Windstream Services has succeeded to Uniti Group LP as issuer or borrower, as the case may be, under Old Uniti’s indebtedness and (y) the Obligors of Old Uniti’s indebtedness now guarantee and, if applicable, provide security for, Windstream’s indebtedness, and the Obligors of Windstream’s senior indebtedness now guarantee and, if applicable, provide security, for Old Uniti’s indebtedness. Additionally, in connection with the Internal Reorganization, the Windstream revolving credit facility became pari passu with the other first lien debt of both entities. As a consequence of implementing the Internal Reorganization, the restrictive covenants within the Old Uniti and Windstream indebtedness preventing Old Uniti and Windstream to efficiently operate together have effectively been eliminated.

At September 30, 2025, notes and other debt, net included the following: (i) the Uniti Revolver (as defined below) pursuant to the Uniti Credit Agreement (as defined below), of which $281.0 million in borrowings were outstanding; (ii) the Windstream Revolver (as defined below) pursuant to the Windstream Credit Agreement (as defined below), of which $130.0 million in borrowings were outstanding; (iii) the Windstream Term Loan (as defined below) pursuant to the Windstream Credit Agreement, of which $500.0 million was outstanding; (iv) $589.0 million aggregate principal amount of secured fiber network revenue term notes (the “ABS Notes”) due 2030, consisting of $426.0 million 5.877% Series 2025-1, Class A-2 term notes, $65.0 million 6.369% Series 2025-1, Class B term notes, and $98.0 million 9.018% Series 2025-1, Class C term notes, entered into by Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the “ABS Notes Issuers”), each an indirect, bankruptcy-remote subsidiary of the Company; (v) $2.3 billion aggregate principal amount of 10.50% senior secured notes due 2028 (the “10.50% secured notes”); (vi) $570.0 million aggregate principal amount of 4.75% senior secured notes due 2028 (the “4.75% secured notes”); (vii) $1.1 billion aggregate principal amount of 6.50% senior unsecured notes due 2029 (the “6.50% unsecured notes”); (viii) $700.0 million aggregate principal amount of 6.00% senior unsecured notes due 2030 (the “6.00% unsecured notes”); (ix) $2.2 billion aggregate principal amount of 8.25% senior secured notes due 2031 (the “8.25% secured notes”); (x) $600.0 million aggregate principal amount of 8.625% senior unsecured notes due 2032 (the “8.625% unsecured notes”); and (xi) $306.5 million aggregate principal amount of 7.50% convertible senior notes due 2027 (the “2027 convertible notes”).

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Senior Secured Credit Facilities

Uniti Credit Agreement

Windstream Services (as successor to Uniti Group LP), CSL Capital, LLC (“CSL Capital”) and Uniti Group Finance 2019 Inc. (“Uniti Group Finance”) (collectively, the “borrowers”) entered into a senior secured credit facility on April 24, 2015 currently consisting of a $500.0 million revolving credit facility that matures on September 24, 2027 (the “Uniti Revolver”), which provides us with the ability to obtain revolving loans as well as swingline loans and letters of credit from time to time.

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

Borrowings under the Uniti Revolver bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75% to 3.50% or a SOFR term rate plus an applicable margin ranging from 3.75% to 4.50%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio. We are required to pay a quarterly commitment fee under the Uniti Revolver equal to 0.50% of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.40% per annum of the average amount of unused commitments during the applicable quarter upon achievement of a consolidated secured leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to SOFR borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter.

During the nine months ended September 30, 2025, the Company borrowed $429.0 million under the Uniti Revolver and repaid $148.0 million of these borrowings by the end of the period, respectively. Comparatively, during the nine months ended September 30, 2024, the Company borrowed $130.0 million under the Uniti Revolver and repaid all of these borrowings by the end of the period. There were $0.3 million letters of credit as of September 30, 2025, and accordingly, the amount available for borrowing under the Uniti Revolver was $218.7 million as of September 30, 2025.

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

The senior secured credit facility under the Uniti Credit Agreement contains certain customary affirmative covenants, as well as certain customary negative covenants that, among other things, restrict, subject to certain exceptions, the ability of the borrowers and their subsidiaries to incur indebtedness, grant liens on their assets, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay certain dividends and other restricted payments. These negative covenants are similar to the negative covenants contained in the indentures that govern our outstanding notes, subject to certain exceptions. The borrowers and their subsidiaries are also required to maintain a consolidated secured leverage ratio not to exceed 5.00 to 1.00. In addition, the Uniti Credit Agreement contains customary events of default, including a cross-default provision whereby the failure of the borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Uniti Credit Agreement. In particular, a repayment obligation could be triggered if (i) the borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of September 30, 2025, the borrowers were in compliance with all of the covenants under the Uniti Credit Agreement.

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Windstream Credit Agreement

Pursuant to the credit agreement by and among Windstream Services and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto, entered into on September 21, 2020 (as amended, the “Windstream Credit Agreement”), Windstream Services obtained (a) a senior secured revolving credit facility that matures on January 23, 2027 (the “Windstream Revolver”) and (b) a senior secured first lien term loan facility that, as of September 30, 2025, consists of $500.0 million of term loan borrowings (the “Windstream Term Loan”) that mature on October 1, 2031. Borrowings under the Windstream Revolver bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75% to 3.50% or a SOFR term rate plus an applicable margin ranging from 3.75% to 4.50%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio. The Windstream Term Loan bears interest based on a floating rate plus a margin (which, at Windstream Services’ election, may be the Base Rate plus 3.75% or the Adjusted Term SOFR Rate plus 4.75% (each as defined in the Windstream’s Credit Agreement, provided that the Adjusted Term SOFR Rate “floor” shall be 0%)).

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

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

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

During the three and nine months ended September 30, 2025, the Company borrowed $110.0 million under the Windstream Revolver and repaid $15.0 million of these borrowings by the end of the period. Considering letters of credit of $117.7 million, the amount available for borrowing under the Windstream Revolver was $227.3 million as of September 30, 2025.

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

The Windstream Credit Agreement includes customary negative covenants, including covenants limiting the ability of Windstream Services and its restricted subsidiaries to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of certain material payment subordinated indebtedness, in each case subject to customary exceptions. The Windstream Credit Agreement also includes customary representations and warranties and affirmative covenants. The Windstream Credit Agreement includes a financial covenant requiring maintenance of a consolidated total senior secured leverage ratio of no less than 5.00 to 1.00.

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

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Guarantees and Security under Uniti Credit Agreement and Windstream Credit Agreement

All obligations under the senior secured credit facilities under the Uniti Credit Agreement and the Windstream Credit Agreement are unconditionally guaranteed by each of Uniti Group Inc. and Uniti Group LLC on a senior unsecured basis and by certain wholly owned subsidiaries of Windstream Services (the “subsidiary guarantors”) on a senior secured basis, all of whom are guarantors of the notes offered hereby. All obligations under the Uniti Credit Agreement and the Windstream Credit Agreement, and the guarantees of those obligations, are secured, subject to certain exceptions, on a first priority basis, by substantially all of the assets of the borrowers and the subsidiary guarantors, including a pledge of all of the capital stock of our subsidiaries directly held by the borrowers and the subsidiary guarantors under the senior secured credit facilities (which pledge, in the case of the capital stock of any foreign subsidiary, is limited to 65% of the voting capital stock and 100% of the non-voting stock of such first tier foreign subsidiary). The liens on the collateral securing the obligations under the senior secured credit facilities are subject to an intercreditor agreement between the collateral agent for the senior secured credit facility under the Uniti Credit Agreement, the collateral agent for the senior secured credit facility under the Windstream Credit Agreement, and the collateral agents for the secured notes, and acknowledged by the borrowers and the subsidiary guarantors.

Senior Notes

Secured Notes

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

On February 14, 2023, Windstream Services, Uniti Fiber Holdings Inc. (“Uniti Fiber Holdings”), Uniti Group Finance and CSL Capital issued $2.6 billion aggregate principal amount of 10.50% senior secured notes due February 2028 (the “initial 10.50% secured notes”) under an indenture among such issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “10.50% secured notes indenture”). On May 17, 2024, such issuers issued a $300.0 million aggregate principal amount of 10.50% senior secured notes due February 2028 which, pursuant to the terms of the indenture governing such notes, were mandatorily exchanged for 10.50% secured notes issued as “additional notes” under the 10.50% secured notes indenture (the “additional 10.50% secured notes” and, together with the initial 10.50% secured notes, the “10.50% secured notes”). The additional 10.50% secured notes formed part of the same series as the initial 10.50% secured notes issued under the 10.50% secured notes indenture and have the same CUSIP numbers as, and are fungible with, the initial 10.50% secured notes. In February 2025, we used a portion of the net proceeds from the offering of ABS Notes to redeem $125.0 million of the then outstanding 10.50% secured notes. Windstream Services used the proceeds from the offering of new 7.50% senior secured notes due 2033, which it issued on October 6, 2025, together with the proceeds from a new term loan incurred under the Windstream Credit Agreement, to fund the redemption in full of the 10.50% secured notes. See Note 16.

On October 4, 2024, Windstream Services and Windstream Escrow Finance Corp., as co-issuers, issued $800.0 million of 8.25% Senior Secured Notes due 2031 (the “8.25% secured notes”) pursuant to an indenture with Wilmington Trust, National Association, as trustee and notes collateral agent (the “8.25% secured notes indenture” and, together with the 4.75% secured notes indenture and the 10.50% secured notes indenture, the “secured notes indentures”). On December 23, 2024, Windstream Services and Windstream Escrow Finance Corp., as co-issuers, issued $1.4 billion aggregate principal amount of 8.25% secured notes as “additional notes” under the 8.25% secured notes indenture. The 10.50% secured notes, the 4.750% secured notes and the 8.25% secured notes are collectively referred to as the “existing secured notes.”

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

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

The secured notes indentures contain customary high yield covenants limiting our ability to incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of our assets; and create restrictions on our ability to pay dividends. The covenants are subject to a number of important and significant limitations, qualifications and exceptions. The secured notes indentures also contain customary events of default.

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Senior Unsecured Notes

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

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

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

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

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

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

We may redeem some or all of the existing unsecured notes at certain fixed redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest, as set forth in the unsecured notes indentures. The unsecured notes indentures contain customary high yield covenants limiting our ability to incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of our assets; and create restrictions on our ability to pay dividends. The covenants are subject to a number of important and significant limitations, qualifications and exceptions. The unsecured notes indentures also contain customary events of default.

7.50% Convertible Senior Notes due 2027

On December 12, 2022, Uniti Group LLC (formerly Uniti Group Inc.) issued $300.0 million aggregate principal amount of its 7.50% Convertible Senior Notes due 2027 (the “original 2027 convertible notes”). On December 23, 2022, Uniti Group LLC issued an additional $6.5 million aggregate principal amount of its 7.50% Convertible Senior Notes due 2027 pursuant to the initial purchasers’ partial exercise of their option to purchase additional 7.50% Convertible Senior Notes due 2027 (the “additional 2027 convertible notes” and, together with the original 2027 convertible notes, the “2027 convertible notes”). Uniti Group LLC issued the 2027 convertible notes pursuant to an indenture, dated as of December 12, 2022, among Uniti Group LLC, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (the “2027 convertible notes trustee”), as amended by the first supplemental indenture, dated as of August 14, 2023, by and among Uniti Group LLC, the guarantors party thereto and the 2027 convertible notes trustee, and the second supplemental indenture, dated as of August 4, 2025, by and among Uniti Group LLC, Uniti, the guarantors party thereto and the 2027 convertible notes trustee (the “2027 convertible notes indenture”). The 2027 convertible notes are senior unsecured notes and are guaranteed by Uniti and each of Windstream Services’ subsidiaries that is an issuer, obligor or guarantor under the existing notes and the notes offered hereby. The 2027 convertible notes will mature on December 1, 2027, unless earlier converted, redeemed or repurchased.

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Prior to the close of business on the business day immediately preceding September 1, 2027, the 2027 convertible notes are convertible only upon satisfaction of certain conditions and during certain periods described in the 2027 convertible notes indenture, and thereafter, the 2027 convertible notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The 2027 convertible notes are convertible on the terms set forth in the 2027 convertible notes indenture into cash, shares of Uniti’s common stock, or a combination thereof, at Uniti Group LLC’s election, subject to limitations under the Uniti Credit Agreement. The conversion rate is initially 82.7023 shares of Uniti’s common stock per $1,000 principal amount of 2027 convertible notes (equivalent to an initial conversion price of approximately $12.09 per share of Uniti’s common stock). The conversion rate is subject to adjustment in some circumstances as described in the 2027 convertible notes indenture. In addition, following certain corporate events relating to Uniti that occur prior to the maturity date or Uniti Group LLC’s delivery of a notice of redemption, Uniti Group LLC will increase, in certain circumstances, the conversion rate for a holder who elects to convert its 2027 convertible notes in connection with such corporate event or notice of redemption, as the case may be.

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

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

Asset-Backed Notes and Bridge Loan Facility

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

The ABS Loan Agreement provided for a secured, multi-draw term loan facility of up to $350.0 million (the “ABS Loan Facility”). As of December 31, 2024, an aggregate of $275.0 million principal amount of loans under the ABS Loan Facility had been drawn.

On February 3, 2025, the ABS Notes Issuers issued $589.0 million aggregate principal amount of the ABS Notes, consisting of $426.0 million 5.877% Series 2025-1, Class A-2 term notes, $65.0 million 6.369% Series 2025-1, Class B term notes and $98.0 million 9.018% Series 2025-1, Class C term notes, each with an anticipated repayment date in April 2030. The ABS Notes were issued as part of a securitization transaction, pursuant to which certain of the Company’s fiber network assets and related customer contracts in the State of Florida and the Gulf Coast region of Louisiana, Mississippi and Alabama, including the assets of the ABS Bridge Loan Parties that secured the ABS Loan Facility, were contributed to the ABS Notes Issuers, Uniti Fiber GulfCo LLC and Uniti Fiber TRS AssetCo LLC (collectively, the “ABS Notes Obligors”). The cash flow from these contributed assets will be used to service the obligations under the ABS Notes.

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

The ABS Notes are secured by a security interest in substantially all of the assets (subject to customary limited exceptions) of the ABS Notes Obligors and are guaranteed by each ABS Notes Issuer’s respective parent entity (each an “ABS Guarantor” and, together with the ABS Notes Obligors, the “ABS Notes Parties”). The guarantee of each ABS Guarantor is secured by a security interest in the equity interests of the applicable ABS Notes Issuer. Neither the Company nor any subsidiary of the Company, other than the ABS Notes Parties, will guarantee or in any way be liable for the obligations under the ABS Notes. Each ABS Notes Party is a special purpose, bankruptcy remote subsidiary of the Company and is an unrestricted subsidiary under the Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes.

On February 3, 2025, Uniti used a portion of the net proceeds from the offering of the ABS Notes to repay and terminate the ABS Loan Facility and issued a notice of redemption to redeem $125.0 million aggregate principal amount of our 10.50% secured notes. Uniti redeemed the 10.50% secured notes called for redemption on February 14, 2025, at a redemption price of 103% of the redeemed principal amount plus accrued interest to, but excluding, the redemption date.

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

Deferred Financing Costs

Deferred financing costs were incurred in connection with the issuance of the notes and our entry into the Uniti Revolver and the ABS Loan Facility. These costs are amortized using the effective interest method over the term of the related indebtedness and are included in interest expense in our condensed consolidated statements of income. For the three and nine months ended September 30, 2025, we recognized $5.8 million and $17.5 million, respectively, of interest expense related to the amortization of deferred financing costs. For the three and nine months ended September 30, 2024, we recognized $6.3 million and $17.4 million, respectively, of interest expense related to the amortization of deferred financing costs.

Interest Expense, Net

Interest expense, net was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions)	2025		2024		2025		2024
Senior secured notes	$	105.2	$	84.4	$	265.1	$	238.2
Senior unsecured notes	47.2		34.3		116.8		105.1
Senior secured revolving credit facility - variable rate	5.5		0.7		7.0		6.6
ABS Notes and Bridge Loan Facility	9.5		5.7		27.2		13.2
Interest rate cap	0.2		0.4		0.7		1.1
Interest rate swaps	(0.3)		—		(0.3)		—
Amortization of deferred financing costs and debt premium/discount	3.0		5.8		13.9		16.8
Loss on extinguishment of debt	—		—		40.5		—
Accretion of settlement payable	0.3		1.4		1.7		5.1
Capitalized interest	(3.5)		(0.7)		(4.8)		(2.2)
Other	1.1		(1.0)		(0.8)		(2.2)
Total interest expense, net	$	168.2	$	131.0	$	467.0	$	381.7

Note 6. Derivatives:

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

The first swap has a notional value of $200.0 million and matures on October 31, 2029. The fixed rate paid is 4.1730% and the variable rate received is the one-month U.S. Dollar Secured Overnight Financing Rate fallback rate (“USD-SOFR”) (not subject to a floor). The variable rate received resets on the first day of the floating rate calculation period specified in the interest rate swap agreement. The Company designated this swap as a cash flow hedge of the interest rate risk inherent in floating-rate borrowings due to changes in the benchmark interest rate. The second swap had a notional value of $300.0 million and matured on October 31, 2025. Due to its short remaining maturity, this swap did not qualify for hedge accounting as of the Merger date. On August 22, 2025, the Company terminated this swap and received cash proceeds of $2.4 million.

On March 1, 2024, Old Uniti had entered into an interest rate cap related to the ABS Loan Facility, which was designated as a cash flow hedge, with a notional value of $275.0 million, and effectively capped the one-month term USD-SOFR at 4.50%. The interest rate cap expired during the third quarter of 2025.

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


(Millions)	September 30, 2025		December 31, 2024
Cash flow hedges, measured at fair value:
Other current assets	$	—	$	0.1
Other current liabilities	$	1.2	$	—
Other liabilities	$	5.3	$	—
Accumulated other comprehensive loss	$	(1.7)	$	(0.6)

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


(Millions)	2025		2024
Cash flow hedges:
Changes in fair value, net of tax	$	(1.1)	$	(0.7)
Reclassification of unrealized gains, net of tax	$	(0.2)	$	(0.1)

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

All or a portion of the change in fair value of the interest rate swap agreement recorded in accumulated other comprehensive income (loss) may be recognized in earnings in certain situations. If the Company extinguishes all of its variable rate debt, or a portion of its variable rate debt such that the outstanding notional amount of the swap exceeds the outstanding notional amount of variable rate debt, all or a portion of the change in fair value of the swap may be recognized in earnings. In addition, the change in fair value of the swap may be recognized in earnings if the Company determines it is no longer probable that it will have future variable rate cash flows to hedge against. The Company has assessed the counterparty risk and determined that no substantial risk of default exists as of September 30, 2025, because the counterparty is a bank with a current credit rating at or above A, as determined by Moody’s Ratings, Standard & Poor’s Global Ratings and Fitch Ratings.

The swap agreement with the bank counterparty contains cross-default provisions whereby if the Company were to default on certain indebtedness and that indebtedness was to be accelerated, it could result in the counterparty terminating the outstanding swap agreement. Were such a termination to occur, the party that was in a liability position under the applicable swap at the time of such termination would be required to pay the value of the swap, as determined in accordance with the terms of the applicable swap agreement, to the other party. The Company’s obligations to the counterparty are secured and the Company does not post any separate collateral to the bank counterparty related to its interest rate swap agreement.

The Company is party to master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions, with counterparties. For financial statement presentation purposes, the Company does not offset assets and liabilities under these arrangements. As of September 30, 2025, there were no derivative assets subject to enforceable master netting arrangements to offset against derivative liabilities.

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Note 7. Fair Value of Financial Instruments:

Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. Authoritative guidance establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring assets and liabilities at fair values. This hierarchy establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date;

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Unobservable inputs for the asset or liability.

Financial instruments consist primarily of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, interest rate swaps and notes and other debt, Settlement Payable (as defined below), interest and dividends payable. With respect to the Company’s financial instruments, the carrying amount of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, interest and dividends payable were estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. The fair value of interest rate swaps, notes and other debt, and Settlement Payable is measured on a recurring basis.

Non-financial assets and liabilities, including property, plant and equipment, intangible assets and asset retirement obligations, are measured at fair value on a non-recurring basis. No event occurred during the nine months ended September 30, 2025 requiring any non-financial asset and liability to be subsequently recognized at fair value.

The fair value of financial instruments was as follows:


(Millions)	September 30, 2025		December 31, 2024
Recorded at Fair Value in the Financial Statements:
Interest rate cap asset - Level 2	$	—	$	0.1
Interest rate swap liabilities - Level 2	$	6.5	$	—
Not Recorded at Fair Value in the Financial Statements:
Settlement Payable - Level 2	$	—	$	71.7
Notes and other debt - Level 2 (a)	$	9,338.2	$	5,879.2

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

The fair value of the interest rate swap was determined based on the present value of expected future cash flows using the applicable observable, quoted swap rates (USD-SOFR) for the full term of the swap and incorporating credit valuation adjustments to appropriately reflect both the Company’s own non-performance risk and non-performance risk of the respective counterparties. As of September 30, 2025, the adjustment to the fair value of the interest rate swap to reflect non-performance risk was immaterial.

The estimated fair value of our outstanding notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy. Old Uniti was required to make approximately $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning October 2020 (the “Settlement Payable”). Old Uniti had the option to prepay any installments due on or after the first anniversary of the settlement agreement (discounted at a 9% rate). In July 2025, Old Uniti made the final quarterly cash installment due to Windstream. See Note 14. The Settlement Payable was initially recorded at fair value, using the present value of future cash flows discounted based on observable market data, and accordingly, we classified the inputs used as Level 2 in the fair value hierarchy. There were no changes in the valuation methodologies used since the initial recording of the Settlement Payable.

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Note 8. Revenues:

Revenues from contracts with customers are accounted for under ASC Topic 606 - Revenues from Contracts with Customers (“ASC 606”) and are earned primarily through the provisioning of telecommunications and other services and through the sale of equipment to customers and contractors. Revenues are also earned from leasing arrangements, federal and state USF programs and other regulatory-related sources and activities.

Consumer service revenues are generated from the provisioning of broadband and voice services to consumers. Fiber subscriber consumer revenues consist of recurring products and services for fiber consumer broadband customers, which includes some cable customers with 1-Gigabyte per second (“Gbps”) service. All non-recurring revenues are included in digital subscriber line (“DSL”) subscriber and other revenues. Business service revenues are earned from providing managed communications services, integrated voice and data services, advanced data and traditional voice and long-distance services to large, mid-market and small business customers. Managed services revenues consist of recurring software solutions and network connectivity products. 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”). Network connectivity products consist of dynamic internet protocol, dedicated internet access, multi-protocol label switching services, integrated voice and data, long distance and other managed services. Managed services also include time-division multiplexing (“TDM”) voice and data services. Wholesale revenues include revenues from other communications services providers for special access circuits and fiber connections, voice and data transport services, and wireless backhaul services.

Service revenues also include switched access revenues, amounts received from the Rural Digital Opportunity Fund (“RDOF”), federal and state USF revenues, end user surcharges and revenues from providing other miscellaneous services.

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 product sales include high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers. Sales revenues also include amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer.

Accounts Receivable – Accounts receivable consist principally of amounts billed and currently due from customers and are generally unsecured and due within 30 days. The amounts due are stated at their net estimated realizable value. An allowance for credit losses is maintained to provide for the estimated amount of receivables that will not be collected. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up our customer base. Due to varying customer billing cycle cut-offs, management must estimate service revenues earned but not yet billed at the end of each reporting period. Included in accounts receivable are unbilled revenues related to services and product sales of $16.9 million and $3.5 million at September 30, 2025 and December 31, 2024, respectively.

Accounts receivable consists of the following as of:


(Millions)	September 30, 2025		December 31, 2024
Accounts receivable	$	352.9	$	54.0
Less: Allowance for credit losses	7.6		2.5
Accounts receivable, net	$	345.3	$	51.5

Activity in the allowance for credit losses consisted of the following:


(Millions)
Balance as of December 31, 2024	$	2.5
Provision for estimated credit losses	6.3
Write-offs, net of recovered accounts	(1.2)
Balance as of September 30, 2025	$	7.6

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Contract Balances

Contract assets include unbilled amounts, which result when revenue recognized exceeds the amount billed to the customer and the right to payment is not just subject to the passage of time. Contract assets principally consist of discounts and promotional credits given to customers. The current and noncurrent portions of contract assets are included in other current assets and other assets, respectively, in the accompanying condensed consolidated balance sheets.

Contract liabilities consist of services billed in excess of revenue recognized. The changes in contract liabilities are primarily related to customer activity associated with services billed in advance, the receipt of cash payments and the satisfaction of performance obligations. Deferred revenue amounts are classified as current or noncurrent based on the timing of when the Company expects to recognize revenue.

Contract liabilities also include upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement.

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


(Millions)	September 30, 2025		December 31, 2024
Contract assets (a)	$	63.6	$	—
Contract liabilities (b)	$	173.1	$	10.0

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions)	2025		2024		2025		2024
Revenues recognized included in the opening contract liability balance	$	0.8	$	0.8	$	3.6	$	3.4

Remaining Performance Obligations – Remaining performance obligations represent services the Company is required to provide to customers under bundled or discounted arrangements, which are satisfied as services are provided over the contract term. Certain contracts provide customers the option to purchase additional services or usage-based services. The fees relate to the additional services or usage-based services are recognized when the customer exercises the option, typically on a month-to-month basis. In determining the transaction price allocated, the Company does not include these non-recurring fees and estimates for usage, nor does it consider arrangements with an original expected duration of less than one year.

Remaining performance obligations reflect recurring charges billed, adjusted for discounts and promotional credits and revenue adjustments. At September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.3 billion for contracts with original expected durations of more than one year remaining. The Company expects to recognize approximately 10%, 36%, and 26% of our remaining performance obligations as revenue during the remainder of 2025, 2026 and 2027, respectively, with the remaining balance thereafter.

Revenue by Category – Uniti disaggregates its revenues from contracts with customers based on the business segment and class of customer to which products and services are provided because management believes that doing so best depicts the nature, amount and timing of the Company’s revenue recognition. As further discussed in Note 12, effective August 1, 2025, we aligned the reporting structure to include the acquired Windstream businesses which resulted in combining the legacy fiber and leasing businesses into a new segment and adding additional segments for the acquired businesses. All prior periods amounts have been recast to conform to the current year presentation.

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Revenues disaggregated by category were as follows:


	Three Months Ended September 30, 2025
(Millions)	Kinetic		Uniti Solutions		Fiber Infrastructure		Total
Category:
Consumer:
Fiber subscriber	$	77.7	$	—	$	—	$	77.7
DSL subscriber and other	102.7		—		—		102.7
Uniti Solutions:
Managed services	—		121.7		—		121.7
TDM	—		8.7		—		8.7
Business services	66.4		—		—		66.4
Switched access	2.2		—		—		2.2
Uniti Fiber	—		—		55.7		55.7
Wholesale	54.8		—		46.0		100.8
Total service revenues accounted for under ASC 606	303.8		130.4		101.7		535.9
Sales revenues	11.7		0.4		1.6		13.7
Total revenues and sales accounted for under ASC 606	315.5		130.8		103.3		549.6
Operating lease income	17.7		0.1		106.7		124.5
Other service and sales revenues (a)	27.1		4.8		16.6		48.5
Total revenues and sales	$	360.3	$	135.7	$	226.6	$	722.6


	Nine Months Ended September 30, 2025
(Millions)	Kinetic		Uniti Solutions		Fiber Infrastructure		Total
Category:
Consumer:
Fiber subscriber	$	77.7	$	—	$	—	$	77.7
DSL subscriber and other	102.7		—		—		102.7
Uniti Solutions:
Managed services	—		121.7		—		121.7
TDM	—		8.7		—		8.7
Business services	66.4		—		—		66.4
Switched access	2.2		—		—		2.2
Uniti Fiber	—		—		167.0		167.0
Wholesale	54.8		—		48.9		103.7
Total service revenues accounted for under ASC 606	303.8		130.4		215.9		650.1
Sales revenues	11.7		0.4		7.0		19.1
Total revenues and sales accounted for under ASC 606	315.5		130.8		222.9		669.2
Operating lease income	17.7		0.1		579.2		597.0
Other service and sales revenues (a)	27.1		4.8		19.2		51.1
Total revenues and sales	$	360.3	$	135.7	$	821.3	$	1,317.3

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	Three Months Ended September 30, 2024
(Millions)	Kinetic		Uniti Solutions		Fiber Infrastructure		Total
Category:
Consumer:
Fiber subscriber	$	—	$	—	$	—	$	—
DSL subscriber and other	—		—		—		—
Uniti Solutions:
Managed services	—		—		—		—
TDM	—		—		—		—
Business services	—		—		—		—
Switched access	—		—		—		—
Uniti Fiber	—		—		54.7		54.7
Wholesale	—		—		1.9		1.9
Total service revenues accounted for under ASC 606	—		—		56.6		56.6
Sales revenues	—		—		1.7		1.7
Total revenues and sales accounted for under ASC 606	—		—		58.3		58.3
Operating lease income	—		—		230.9		230.9
Other service and sales revenues (a)	—		—		3.0		3.0
Total revenues and sales	$	—	$	—	$	292.2	$	292.2


	Nine Months Ended September 30, 2024
(Millions)	Kinetic		Uniti Solutions		Fiber Infrastructure		Total
Category:
Consumer:
Fiber subscriber	$	—	$	—	$	—	$	—
DSL subscriber and other	—		—		—		—
Uniti Solutions:
Managed services	—		—		—		—
TDM	—		—		—		—
Business services	—		—		—		—
Switched access	—		—		—		—
Uniti Fiber	—		—		167.6		167.6
Wholesale	—		—		5.1		5.1
Total service revenues accounted for under ASC 606	—		—		172.7		172.7
Sales revenues	—		—		9.5		9.5
Total revenues and sales accounted for under ASC 606	—		—		182.2		182.2
Operating lease income	—		—		688.4		688.4
Other service and sales revenues (a)	—		—		3.0		3.0
Total revenues and sales	$	—	$	—	$	873.6	$	873.6

(a)Other service and sales revenues primarily consist of end user surcharges, funding from the RDOF and state USF, and revenues from sales-type leases.

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Deferred Contract Acquisition and Fulfillment Costs – Direct incremental costs to acquire a contract, consisting of sales commissions and direct incremental costs to fulfill a contract consisting of labor and materials consumed for activities associated with the provision, installation and activation of services, including costs to implement customized solutions, are deferred and recognized in operating expenses using a portfolio approach over the estimated life of the customer, which ranges from 36 to 48 months. Determining the amount of costs to fulfill a contract requires management judgment. In determining costs to fulfill, consideration is given to periodic time studies, management estimates and statistics from internal information systems.

Deferred contract acquisition and fulfillment costs are classified as current or noncurrent based on the timing of when the Company expects to recognize the expense. The current and noncurrent portions of deferred contract acquisition and fulfillment costs are included in prepaid expenses and other assets, respectively, in the accompanying condensed consolidated balance sheets. Amortization of deferred contract acquisition costs and amortization of deferred fulfillment costs are included in selling, general and administrative expenses and costs of services, respectively, in the accompanying condensed consolidated statements of income.

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


(Millions)	September 30, 2025		December 31, 2024
Deferred Contract Acquisition Costs:
Prepaid expenses	$	5.8	$	4.1
Other assets	10.6		6.8
Total deferred contract acquisition costs	$	16.4	$	10.9
Deferred Contract Fulfillment Costs:
Prepaid expenses	$	1.1	$	—
Other assets	2.6		—
Total deferred contract fulfillment costs	$	3.7	$	—

There were no deferred contract fulfillment costs as of December 31, 2024. Amortization of deferred contract acquisition costs was $1.6 million and $3.8 million for the three and nine months ended September 30, 2025, respectively. Amortization of deferred contract acquisition costs was $1.1 million and $3.5 million for the three and nine months ended September 30, 2024, respectively. Amortization of deferred contract fulfillment costs was $0.2 million for both the three and nine months ended September 30, 2025.

Note 9. Employee Benefit Plans:

In connection with the Merger, the Company assumed a non-contributory qualified defined benefit pension plan. Future benefit accruals for all eligible non-bargaining unit employees covered by the pension plan have ceased.

As previously discussed in Note 3, the net pension benefit obligation as of August 1, 2025 was calculated based upon a number of actuarial assumptions, including an expected long-term rate of return on pension plan assets of 7.75% and a discount rate of 5.64%. Factoring in these actuarial assumptions, the net pension benefit obligation was estimated to be $103.6 million as of August 1, 2025, of which $9.0 million was recorded to other current liabilities and $94.6 million was recorded to other liabilities.

There were no voluntary or required contributions made to the qualified pension plan during the period from August 1, 2025 through September 30, 2025. The remaining minimum required employer contributions to the pension plan for the 2025 plan year total $11.9 million, of which $4.5 million will be contributed in both October 2025 and January 2026 and the remaining $2.9 million will be contributed in September 2026, using cash. The amount and timing of future contributions to the pension plan are dependent upon a myriad of factors including future investment performance, changes in future discount rates and changes in the demographics of the population participating in the plan.

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The components of pension income were as follows:


	August 1-September 30,
(Millions)	2025
Benefits earned during the period (a)	$	0.4
Interest cost on benefit obligation (b)	4.8
Expected return on plan assets (b)	(5.4)
Net periodic pension income	$	(0.2)

(a)Included in cost of services and selling, general and administrative expense.

(b)Included in other income, net.

In connection with the Merger, the Company also assumed an employee savings plan under section 401(k) of the Internal Revenue Code, which covers substantially all salaried employees and certain bargaining unit employees of Windstream. Participating employees receive employer matching contributions up to a maximum of 4.0% of employee pre-tax contributions to the plan for employees contributing up to 5.0% of their eligible pre-tax compensation. The employer matching contribution is calculated and funded in cash to the plan each pay period with an annual true-up to be made as soon as administratively possible after the end of the year. Inclusive of the Company's existing 401(k) defined contribution plan, expense attributable to the employer matching contribution under the plans, excluding amounts capitalized, was $4.1 million and $5.3 million for the three and nine months ended September 30, 2025, respectively, as compared to $0.5 million and $1.7 million for the three and nine months ended September 30, 2024, respectively. Expense related to the employee savings plans is included in cost of services and selling, general and administrative expenses in the condensed consolidated statements of income.

Note 10. Accumulated Other Comprehensive Loss:

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions)	2025		2024		2025		2024
Cash flow hedges:
Balance at beginning of period	$	(0.2)	$	0.1	$	(0.6)	$	—
Change in fair value of interest rate cap, net of tax	—		(0.8)		(0.1)		(0.7)
Change in fair value of interest rate swap, net of tax	(1.1)		—		(1.1)		—
Amounts reclassified from accumulated other comprehensive loss, net of tax	—		(0.1)		0.5		(0.1)
Balance at end of period	$	(1.3)	$	(0.8)	$	(1.3)	$	(0.8)

Note 11. Earnings Per Share:

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

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. The New Uniti Warrants issued in connection with the Merger are considered participating securities and are convertible into shares of our common stock for nominal additional consideration. Accordingly, the New Uniti Warrants are included in the denominator for both basic and diluted earnings per share. Dilutive earnings per share also includes the dilutive effect of the New Uniti Preferred Stock issued in the Merger, the 2027 convertible notes and exchangeable notes, restricted stock and performance-based awards outstanding during the period, if their effect is not anti-dilutive.

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Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method. We also have outstanding performance-based restricted stock units that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met.

The dilutive effect of the New Uniti Preferred Stock was calculated by using the “if-converted” method, which assumes an add-back of dividends to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the 4.00% exchangeable notes that matured and were repaid on June 15, 2024 (the “Exchange Notes”) and the 2027 convertible notes was calculated by using the “if-converted” method. For the three and nine months ended September 30, 2024, the effect of the 2027 convertible notes and Exchange Notes were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions, except per share data)	2025		2024		2025		2024
Basic earnings per share:
Numerator:
Net income attributable to shareholders	$	1,608.9	$	12.2	$	1,610.4	$	71.8
Less: Income allocated to participating securities	(35.4)		(0.3)		(41.3)		(1.5)
Less: Dividends declared on Preferred Stock	(9.9)		—		(9.9)		—
Net income attributable to common shares	$	1,563.6	$	11.9	$	1,559.2	$	70.3
Denominator:
Weighted-average common shares outstanding	203.6		143.2		163.9		143.0
Weighted-average New Uniti Warrants outstanding	11.6		—		3.9		—
Total basic weighted-average common shares outstanding	215.2		143.2		167.8		143.0
Basic earnings per common share	$	7.26	$	0.08	$	9.29	$	0.49


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions, except per share data)	2025		2024		2025		2024
Diluted earnings per share:
Numerator:
Net income attributable to common shares	$	1,563.6	$	11.9	$	1,559.2	$	70.3
Add: Dividends declared on Preferred Stock	9.9		—		9.9		—
Add: Impact on if-converted dilutive securities	6.2		—		18.2		—
Net income attributable to common shares	$	1,579.7	$	11.9	$	1,587.3	$	70.3
Denominator:
Basic weighted-average common shares outstanding	215.2		143.2		167.8		143.0
Add: Effect of dilutive non-participating securities	80.4		—		26.9		—
Add: Impact on if-converted dilutive securities	25.3		—		25.3		—
Total diluted weighted-average common shares outstanding	320.9		143.2		220.0		143.0
Dilutive earnings per common share	$	4.92	$	0.08	$	7.21	$	0.49

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For the three and nine months ended September 30, 2025, 1.3 million non-participating securities were excluded from the computation of earnings per share, as their performance conditions have not been met, and 0.8 million non-participating securities were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2024, 0.9 million non-participating securities were excluded from the computation of earnings per share, as their performance conditions have not been met. For the three and nine months ended September 30, 2024, we excluded 25.3 million and 30.2 million potential common shares related to the 2027 convertible notes, respectively, from the computation of earnings per share, as their effect would have been anti-dilutive.

Note 12. Segments:

Following the completion of the Merger, we updated our segment structure to include new operating segments for the acquired Windstream businesses, combined the legacy fiber and leasing businesses into a new segment and no longer reported corporate separately. Prior period segment information has been recast to reflect these changes for all periods presented.

The Company’s segments are determined based on the current organizational and management structure in place and the internal financial information regularly reviewed and used by the chief operating decision maker (“CODM”) for making operating decisions and assessing performance. Our Chief Executive Officer, as CODM, uses segment contribution margin, which is computed as segment revenues and sales less segment expenses, to evaluate performance and allocate operating and capital resources, primarily in the annual budgeting and forecasting process and to establish performance targets for purposes of management incentive compensation. The CODM considers budget-to-actual variances when making decisions about allocating operating and capital resources to the segments.

For financial reporting purposes, our operating and reportable segments consist of:

Kinetic – We manage as one business our residential, business and wholesale operations in our ILEC markets due to the similarities with respect to service offerings and marketing strategies. Residential customers can bundle voice, high-speed internet and video services, to provide one convenient billing solution and receive bundle discounts. We offer a wide range of advanced internet services, local and long-distance voice services, integrated voice and data services, and web conferencing products to our business customers. These services are equipped to deliver high-speed internet with competitive speeds, value added services to enhance business productivity and options to bundle services to meet our business customer needs. Products and services offered to business customers also include managed cloud communications and security services. Our Kinetic wholesale operations provide network bandwidth to other telecommunications carriers, network operators, governmental entities, content providers, and large cloud computing and storage service providers. These services include network transport services to end users, Ethernet and Wave transport of up to 400 Gbps, and dark fiber and colocation services. Wholesale services also include fiber-to-the-tower connections to support the wireless backhaul market. In addition, we offer voice and data carrier services to other communications providers and to larger-scale purchasers of network capacity.

Kinetic service revenues also include revenue from federal and state USF programs, amounts received from RDOF, and certain surcharges assessed to our customers, including billings for our required contributions to federal and state USF programs. Kinetic sales revenues include sales of various types of communications equipment and products to customers, including selling network equipment to contractors on a wholesale basis.

Uniti Solutions – We manage as one business our mid-market and large business customers located within our CLEC markets 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 SASE, UCaaS, OfficeSuite UC®, SD-WAN 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 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.

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Fiber Infrastructure – We manage as one business our legacy fiber and leasing businesses combined with the CLEC portion of Windstream's acquired wholesale business. Our Fiber Infrastructure operations are focused on providing network bandwidth to other telecommunications carriers, network operators, content providers, and large cloud computing and storage service providers. Services provided include network transport services to end users, Ethernet and Wave transport of up to 400 Gbps, and dark fiber and colocation services. Services also include fiber-to-the-tower connections to support the wireless backhaul market. In addition, we offer voice and data carrier services to other communications providers and to larger-scale purchasers of network capacity. We are also engaged in the acquisition and construction of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis, in addition to the leasing of dark fiber on our existing dark fiber network assets that we either constructed or acquired. Fiber Infrastructure sales revenues primarily represent amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer.

Segment revenues are based upon each customer’s classification to an individual segment and include all services provided to that customer. Segment expenses include direct expenses incurred in providing services and products to segment customers and selling, general and administrative expenses that are directly associated with specific segment customers or activities. These direct expenses include network access and facilities, network operations and engineering, customer specific access costs, cost of sales, field operations, service delivery, sales and marketing, product development, licensing fees, provision for estimated credit losses, and compensation and benefit costs for employees directly assigned to the segments.

Costs related to centrally-managed administrative functions, including information technology, accounting and finance, legal, human resources and other corporate management activities are not monitored by or reported to the CODM by segment. We also do not assign to the segments depreciation and amortization expense, gain on sale of operating assets or transaction-related and other costs, because these items are not monitored by or reported to the CODM at a segment level.

Interest expense has also been excluded from segment operating results because we manage our financing activities on a total company basis and have not assigned any debt or finance lease obligations to the segments. Other income, net, and income tax benefit (expense) are not monitored as a part of our segment operations and, therefore, these items also have been excluded from our segment operating results.

Capital expenditures for network enhancements and information technology-related projects benefiting the Company as a whole are not assigned to the segments and are presented as corporate/shared capital expenditures. Asset information by segment is not monitored or reported to the CODM and therefore has not been presented. Substantially all of our customers, operations and assets are located in the U.S., and we do not have any single customer that provides more than 10% of our total consolidated revenues and sales.

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The following table summarizes our segment results:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions)	2025		2024		2025		2024
Kinetic:
Service revenues from external customers	$	348.6	$	—	$	348.6	$	—
Sales revenues from external customers	11.7		—		11.7		—
Total revenues and sales from external customers	360.3		—		360.3		—
Intersegment revenues (a)	7.9		—		7.9		—
Total revenues and sales	368.2		—		368.2		—
Compensation expenses	(67.1)		—		(67.1)		—
Non-compensation managed expenses (b)	(40.4)		—		(40.4)		—
Revenue-driven costs (c)	(30.0)		—		(30.0)		—
Network access and facilities	(37.9)		—		(37.9)		—
Allocated network operations expenses	(10.6)		—		(10.6)		—
Customer access (d)	(3.9)		—		(3.9)		—
Intersegment costs and expenses (e)	(22.9)		—		(22.9)		—
Contribution margin	$	155.4	$	—	$	155.4	$	—
Uniti Solutions:
Service revenues from external customers	$	135.3	$	—	$	135.3	$	—
Sales revenues from external customers	0.4		—		0.4		—
Total revenues and sales from external customers	135.7		—		135.7		—
Intersegment revenues (f)	0.9		—		0.9		—
Total revenues and sales	136.6		—		136.6		—
Compensation expenses	(6.5)		—		(6.5)		—
Non-compensation managed expenses (g)	(0.4)		—		(0.4)		—
Revenue-driven costs (h)	(20.4)		—		(20.4)		—
Customer access (d)	(29.1)		—		(29.1)		—
Intersegment costs and expenses (e)	(8.0)		—		(8.0)		—
Contribution margin	$	72.2	$	—	$	72.2	$	—
Fiber Infrastructure:
Service revenues from external customers	$	211.4	$	287.5	$	798.1	$	861.1
Sales revenues from external customers	15.2		4.7		23.2		12.5
Total revenues and sales from external customers	226.6		292.2		821.3		873.6
Intersegment revenues (i)	23.5		—		23.5		—
Total revenues and sales	250.1		292.2		844.8		873.6
Network access and facilities expenses	(48.5)		(22.8)		(92.5)		(69.4)
Compensation expenses	(18.0)		(12.2)		(42.0)		(35.7)
Non-compensation managed expenses (j)	(4.8)		(3.2)		(12.1)		(10.0)
Revenue-driven costs (k)	(15.2)		(4.1)		(23.3)		(13.3)
Allocated network operations and engineering expenses	(2.6)		—		(2.6)		—
Customer access (d)	(1.9)		—		(1.9)		—
Intersegment costs and expenses (e)	(1.4)		—		(1.4)

Uniti Group Inc. 10-Q