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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 March 31, 2026


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 May 4, 2026, the registrant had 242,815,652 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 levels of support from government programs; 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; and our expectations regarding the amortization of intangible assets. Dividends on the Preferred Stock (as defined herein) will be paid in accordance with the specified terms applicable to those shares. See Note 1 for additional information regarding the annual dividend requirements applicable to the Preferred Stock.

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 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, geopolitical conflicts, 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;

Table of Contents

•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-QQ and in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2026, 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.

Table of Contents

Uniti Group Inc.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive (Loss) 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	11
	1. Organization and Description of Business	11
	2. Preparation of Condensed Consolidated Financial Statements	12
	3. Merger and Purchase Price Allocation	15
	4. Goodwill	18
	5. Notes and Other Debt, Net	19
	6. Derivatives	27
	7. Fair Value of Financial Instruments	28
	8. Revenues	30
	9. Employee Benefit Plans	33
	10. Accumulated Other Comprehensive Income (Loss)	34
	11. (Loss) Earnings Per Share	34
	12. Segments	36
	13. Commitments and Contingencies	40
	14. Supplementary Unrestricted Subsidiary Information	40


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Controls and Procedures	69

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	70
Item 1A.	Risk Factors	70
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 3.	Defaults Upon Senior Securities	70
Item 4.	Mine Safety Disclosures	70
Item 5.	Other Information	70
Item 6.	Exhibits	71

Signatures		73

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Uniti Group Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended March 31,
(Millions, except per share data)		2026		2025
Revenues and sales:
Service revenues		$	889.0	$	290.8
Sales revenues		98.5		3.1
Total revenues and sales		987.5		293.9
Costs and expenses:
Cost of services (exclusive of depreciation and amortization included below)		358.2		31.4
Cost of sales (exclusive of depreciation and amortization included below)		29.8		1.0
Selling, general and administrative		168.7		28.3
Depreciation and amortization		289.8		79.7
Transaction related and other costs		30.1		7.8
Total costs and expenses		876.6		148.2
Operating income		110.9		145.7
Other income, net		6.5		—
Gain (loss) on extinguishment of debt		1.2		(8.5)
Interest expense, net		(188.3)		(129.5)
(Loss) income before income taxes		(69.7)		7.7
Income tax (expense) benefit		(0.6)		4.5
Net (loss) income		(70.3)		12.2
Participating securities’ share in earnings		—		(0.3)
Dividends declared on preferred stock		(15.5)		—
Net (loss) income attributable to common shareholders		$	(85.8)	$	11.9






(Loss) income earnings per common share:
Basic		($0.34)		$0.08
Diluted		($0.34)		$0.08

Weighted-average number of common shares outstanding:
Basic		252.1		143.5
Diluted		252.1		143.5

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 (Loss) Income

(Unaudited)


	Three Months Ended March 31,
(Millions)		2026		2025
Net (loss) income		$	(70.3)	$	12.2
Other comprehensive income:
Interest rate cap:
Unrealized loss in the period		—		(0.1)
Reclassification of realized interest		—		0.2
Change in interest rate cap		—		0.1
Designated interest rate swaps:
Unrealized gain in the period		7.9		—
Net realized gain reclassified into interest expense		(1.6)		—
De-designated interest rate swaps:
Amortization of net unrealized gain into interest expense		(0.1)		—


Change in interest rate swaps		6.2		—
Other comprehensive income		6.2		0.1
Comprehensive (loss) income		$	(64.1)	$	12.3

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

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Uniti Group Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(Millions, except par value)	March 31, 2026		December 31, 2025
Assets:
Current assets:
Cash and cash equivalents	$	982.6	$	53.5
Restricted cash	149.3		80.6
Accounts receivable, net	317.0		359.0
Inventories	43.8		44.0
Prepaid expenses	145.6		137.6
Other current assets	169.5		156.3
Total current assets	1,807.8		831.0
Goodwill	1,158.5		1,158.3
Intangible assets, net	1,212.6		1,293.3
Property, plant and equipment, net	8,319.2		8,141.9
Operating lease right-of-use assets, net	495.6		516.6
Other assets	117.7		95.6
Total assets	$	13,111.4	$	12,036.7
Liabilities and shareholders' equity
Current liabilities:
Current portion of notes and other debt	$	10.0	$	10.0
Accounts payable	187.3		171.5
Deferred revenue	262.6		239.8
Current portion of operating lease obligations	119.2		122.6
Accrued taxes	53.4		51.8
Accrued interest	186.8		138.8
Other current liabilities	353.9		389.4
Total current liabilities	1,173.2		1,123.9
Notes and other debt, net	10,636.6		9,529.4
Noncurrent operating lease obligations	342.9		360.5
Noncurrent deferred revenue	370.7		368.7
Deferred income taxes, net	17.9		17.7
Other liabilities	250.4		256.1
Total liabilities	12,791.7		11,656.3
Commitments and contingencies (Note 13)
Shareholders' equity:
Preferred stock, $0.0001 par value, 0.6 million shares issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Common stock, $0.0001 par value, 5,550.0 million shares authorized, 235.0 million and 234.0 million issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—
Additional paid-in capital	2,809.1		2,790.1
Accumulated other comprehensive income (loss)	4.3		(1.9)
Accumulated deficit	(2,493.7)		(2,407.9)
Total Uniti shareholders' equity	319.7		380.3
Noncontrolling interests	—		0.1
Total shareholders' equity	319.7		380.4
Total liabilities and shareholders' equity	$	13,111.4	$	12,036.7

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

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Uniti Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(Millions)	2026		2025
Cash flows from operating activities:
Net (loss) income	$	(70.3)	$	12.2
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	289.8		79.7
Amortization of deferred financing costs, debt discount and premium	0.7		5.5
(Gain) loss on extinguishment of debt	(1.2)		8.5
Deferred income taxes	0.2		(4.9)
Straight-line revenues and amortization of below-market lease intangibles	(1.4)		(6.9)
Stock-based compensation	7.6		3.8
Provision for estimated credit losses	9.1		0.4
Other, net	4.5		1.5
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	32.3		7.2
Inventories	(13.8)		—
Prepaid expenses	(8.0)		(0.7)
Other current assets	3.9		2.3
Other assets	(21.0)		0.1
Accounts payable	19.0		(4.3)
Accrued interest	48.1		(86.9)
Accrued taxes	1.6		1.2
Deferred revenue	22.9		2.7
Other current liabilities	(75.6)		(8.9)
Other liabilities	(1.0)		(0.4)
Noncurrent deferred revenue	2.7		(3.8)
Operating lease assets and lease obligations	—		0.3
Other, net	10.8		—
Net cash provided from operating activities	260.9		8.6
Cash flows from investing activities:
Capital expenditures	(349.2)		(208.1)
Capital expenditures funded by government grants	(22.6)		—
Grant funds received for broadband expansion	6.2		—
Proceeds from sale of assets	3.1		0.4
Net cash used in investing activities	(362.5)		(207.7)
Cash flows from financing activities:
Proceeds from issuance of debt	2,070.1		629.0
Repayments of debt	(927.5)		(440.0)
Payments of settlement obligation	—		(24.5)
Payments for financing costs	(36.4)		(16.2)
Other, net	(6.8)		(2.7)
Net cash provided from financing activities	1,099.4		145.6
Net increase (decrease) in cash, restricted cash and cash equivalents	997.8		(53.5)
Cash, restricted cash and cash equivalents at beginning of period	134.1		183.8
Cash, restricted cash and cash equivalents at end of period	$	1,131.9	$	130.3

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 March 31, 2026
(Millions)	Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Noncontrolling Interests		Total Shareholders' Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2025	0.6	$	—	234.0	$	—	$	2,790.1	$	(1.9)	$	(2,407.9)	$	0.1	$	380.4
Net loss	—	—		—	—		—		—		(70.3)		—		(70.3)
Other comprehensive income	—	—		—	—		—		6.2		—		—		6.2
Preferred stock dividend	—	—		—	—		15.5		—		(15.5)		—		—
Payments related to tax withholding for stock-based compensation	—	—		—	—		(4.2)		—		—		—		(4.2)
Stock-based compensation	—	—		1.0	—		7.6		—		—		—		7.6
Other, net	—	—		—	—		0.1		—		—		(0.1)		—
Balance at March 31, 2026	0.6	$	—	235.0	$	—	$	2,809.1	$	4.3	$	(2,493.7)	$	—	$	319.7

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

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Uniti Group Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

(Unaudited)


	For the three months ended March 31, 2025
(Millions)	Old Uniti Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interests		Total Shareholders' Deficit
	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	—	—		—	—		—		—		12.2		—		12.2
Other comprehensive income	—	—		—	—		—		0.1		—		—		0.1
Performance award dividend	—	—		—	—		—		—		0.4		—		0.4
Exchange of noncontrolling interest	—	—		—	—		0.2		—		—		(0.3)		(0.1)
Payments related to tax withholding for stock-based compensation	—	—		—	—		(2.3)		—		—		—		(2.3)
Stock-based compensation	—	—		0.5	—		3.8		—		—		—		3.8
Issuance of common stock - employee stock purchase plan	—	—		0.1	—		0.3		—		—		—		0.3
Balance at March 31, 2025	—	$	—	143.8	$	—	$	1,238.0	$	(0.5)	$	(3,675.2)	$	0.2	$	(2,437.5)

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

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Uniti Group Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Description of Business:

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

Uniti is a premier digital infrastructure company with approximately 240,000 fiber route miles across 47 states. The Company serves more than 1.0 million customers, including 564,000 residential fiber customers, with a network that includes 1.9 million fiber-equipped households predominately situated in the Midwest and Southeast United States of America (“U.S.”). The Company offers a full suite of advanced communications services, including fiber-based broadband to residential and business customers, managed cloud communications and security services for large enterprises and government entities across the U.S., and tailored wave and transport solutions for carriers, content providers and large cloud computing and storage service providers in the U.S. 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, the Company, New Uniti HoldCo LP, and New Windstream Merger Sub, LLC, an indirect wholly owned subsidiary of Windstream (“Merger Sub”), Old Uniti and Windstream completed the following transactions: (a) Windstream merged with and into the Company (at such time, a direct wholly owned subsidiary of Windstream named Windstream Parent, Inc.), with the Company surviving the merger as the ultimate parent company of the combined company (the “Internal Reorg Merger”), and (b) Merger Sub merged with and into Old Uniti (the “Merger”), with Old Uniti surviving the Merger as an indirect wholly owned subsidiary of the Company. Following the consummation of the Merger, the Company was renamed Uniti Group Inc. and Old Uniti ceased to be a REIT, and the Company does not qualify to be a REIT. The common stock of the Company (“Common Stock”) is listed on the Nasdaq Global Select Market under the symbol “UNIT”.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of Old Uniti’s common stock, par value $0.0001 per share that was issued and outstanding immediately prior to the effective time of the Merger was automatically cancelled and retired and converted into the right to receive 0.6029 shares of Common Stock par value $0.0001 per share pursuant to the exchange ratio set forth in the Merger Agreement with cash issued in lieu of fractional shares. Immediately following the consummation of the Merger (the “Closing”), Old Uniti’s and Windstream’s pre-Closing stockholders held approximately 62% and 38%, respectively, of the Company before giving effect to the conversion of any outstanding convertible securities or the issuance of warrants to purchase Common Stock referenced below. 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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In connection with the Internal Reorg Merger, prior to the effective time of the Merger, Windstream’s equityholders received (i) approximately 90.1 million shares of Common Stock representing approximately 35.42% of the outstanding shares of Common Stock, (ii) approximately 0.6 million shares of non-voting preferred stock of the Company (“Preferred Stock”) with a dividend rate of 11% per year for the first six years, subject to an additional 0.5% during each of the seventh and eighth years after the initial issuance and further increased by an additional 1% per year during each subsequent year, subject to a cap of 16% per year and with an aggregate liquidation preference of $575.0 million and (iii) approximately 17.6 million warrants to purchase Common Stock, with an exercise price of $0.01 per share (“Warrants”), representing approximately 6.9% of the outstanding Common Stock immediately following the Closing 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).

Note 2. Preparation of Condensed Consolidated Financial Statements:

Basis of Presentation – The accompanying condensed consolidated financial statements include all accounts of the Company and its wholly owned and/or controlled subsidiaries. All material intercompany balances and transactions have been eliminated. The Company also consolidates variable interest entities (“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 consolidated balance sheet as of December 31, 2025 was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K filed with the SEC on March 2, 2026.

Because Old Uniti was treated as the accounting acquirer, financial information for periods prior to the Merger reflect the historical activity of Old Uniti. For periods after the Merger, the consolidated financial statements reflect the combined results of Old Uniti and Windstream.

Reclassifications – To conform to the current year presentation, the prior period condensed consolidated statement of income of Old Uniti was reclassified to (1) present sales revenues separate and apart from service revenues, (2) disaggregate operating expenses into cost of services and cost of sales, (3) present an operating income subtotal and (4) present loss on extinguishment of debt separate and apart from interest expense, net. These reclassifications did not impact previously reported net income or comprehensive income for the three months ended March 31, 2025.

In addition, the prior period condensed consolidated statement of cash flows of Old Uniti was reclassified to combine or further disaggregate certain financial statement line items. 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 three months ended March 31, 2025. Finally, the prior period condensed consolidated statement of shareholders’ deficit of Old Uniti was reclassified to combine amounts attributable to noncontrolling interests and to rename “Distributions in Excess of Accumulated Earnings” to “Accumulated Deficit”. These changes did not impact previously reported total shareholders’ deficit for the three months ended March 31, 2025.

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Restricted Cash – Restricted cash represents funds that are restricted for obligations under the ABS and Kinetic ABS facilities to maintain six months of interest on the Class A and Class B notes and three months of interest on the Class C notes and for other expenses. In addition, deposits held as security for indebtedness under Windstream’s corporate purchase card program are not available for use and have been presented as restricted cash as of March 31, 2026.

Settlement Obligation – Prior to the Merger, in accordance with the terms of the settlement agreement with Windstream, Old Uniti was obligated to make up to $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning in October 2020. Old Uniti had the option to prepay any installments due on or after the first anniversary of the settlement agreement (discounted at a 9% rate). During January, April and July of 2025, Old Uniti made the final three quarterly cash installment payments due to Windstream under the settlement agreement of $24.5 million per quarter, or a total of $73.5 million. As of July 31, 2025, Old Uniti had made cumulative payments to Windstream totaling $484.9 million over the duration of the settlement agreement.

Lessor Arrangements – Certain service offerings to customers include equipment leases. 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 $78.9 million and $234.4 million for the three months ended March 31, 2026 and 2025, respectively. Operating lease income is included in service revenues in the condensed consolidated statements of operations.

Periodically, the Company enters into indefeasible right of use (“IRU”) arrangements that grant exclusive access to and unrestricted use of specific dark fiber assets and for which the terms of the arrangements are for a major part of the assets’ remaining economic life. These IRU arrangements meet the criteria for sales-type lease classification. During the three months ended March 31, 2026, the Company recognized sales revenue of $71.4 million, cost of sales of $1.9 million and gross profit of $69.5 million, related to IRU arrangements. Comparatively, during the three months ended March 31, 2025, the Company recognized sales revenue of $2.7 million, cost of sales of $0.6 million and gross profit of $2.1 million related to IRU arrangements.

Income Taxes – In determining our quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on our expected annual income, statutory rates and tax planning opportunities. Significant or unusual items are separately recognized in the quarter in which they occur.

For the three months ended March 31, 2026, we recorded income tax expense of $0.6 million resulting in an effective tax rate of (0.8)%. The effective tax rate differed from the statutory rate for the three months ended March 31, 2026 primarily due to the change in valuation allowance recorded against current year income and current state income tax.

For the three months ended March 31, 2025, we recorded income tax benefit of $4.5 million resulting in an effective tax rate of (58.7)%. The provision for income taxes differed from the statutory rate for the three months ended March 31, 2025 primarily due to the benefit of Old Uniti’s REIT status.

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


	Three Months Ended March 31,
(Millions)	2026		2025
Interest paid, net of interest capitalized	$	138.8	$	211.8
Income taxes paid, net of refunded	$	2.8	$	0.1
Right-of-use assets obtained in exchange for operating lease obligations	$	10.2	$	4.1
Change in accounts payable and other current liabilities for purchases of property and equipment	$	(37.7)	$	(1.6)
Tenant capital improvements	$	—	$	110.2

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Recently Issued Accounting Pronouncements Effective in 2026

Credit Losses – In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic ASC 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). 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. ASU 2025-05 was effective for fiscal years and for interim periods beginning after December 15, 2025. The Company elected not to adopt the practical expedient and, accordingly, this standard had no impact to the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Government Assistance – In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic ASC 832) Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 provides guidance on how business entities should recognize, measure, and present government grants received by prescribing an accounting model based on the main principles in IAS 20, defining a government grant as a transfer of a monetary or tangible nonmonetary asset, other than an exchange transaction, from a government to a business entity, providing a recognition threshold under which a grant is recognized when both (1) it is probable that the entity will comply with the grant’s conditions and that the grant will be received, and (2) the entity meets the specific recognition guidance for a grant related to an asset or a grant related to income. Additionally, ASU 2025-10 leverages existing disclosure requirements in ASC 832 for annual periods. The amendments in ASU 2025-10 are effective for fiscal years and for interim periods beginning after December 15, 2028, and early adoption is permitted. We are currently assessing the effect of this update on our consolidated financial statements and related disclosures.

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

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 for Internal-Use Software (“ASU 2025-06”) that updates the accounting guidance for internal-use software costs by removing references to prescriptive and sequential development stages of a project and replacing them with new criteria used in determining when to start capitalizing software costs. Under the new guidance, capitalization begins when management authorizes and commits to funding the software project and it is probable the project will be completed, and the software will be used to perform the intended function. 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.

Interim Reporting – In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). This ASU clarifies that the interim reporting requirements in Topic 270 apply to all entities that issue interim financial statements prepared in accordance with U.S. GAAP and consolidates such requirements within Topic 270. The amendments provide a comprehensive list within Topic 270 of required interim disclosures, establish a principle requiring disclosure of events or changes occurring after the end of the most recent annual reporting period that have a material impact on interim results and clarifies the form and content requirements applicable to interim financial statements. The amendments in ASU 2025-11 are effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. This ASU can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating ASU 2025-11 to determine the impact it may have on our consolidated financial statements.

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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 Common Stock, Preferred Stock and Warrants issued, the Merger Cash Consideration, and the effective settlement of preexisting relationships. The calculation of merger consideration was as follows:


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

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

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

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

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

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.

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


(Millions)	Preliminary Allocation
Fair value of assets acquired:
Cash, cash equivalents and restricted cash	$	141.2
Accounts receivable	315.7
Prepaid expenses and other current assets	283.5
Property, plant and equipment	3,531.0
Goodwill	1,001.1
Customer relationships	750.0
IPv4 addresses	186.4
Trade name	115.0
Spectrum licenses	78.9
Right of way	38.1
Operating lease right-of-use assets	431.9
Other assets	52.7
Total assets acquired	6,925.5
Fair value of liabilities assumed:
Current portion of operating lease obligations	107.4
Accounts payable	125.6
Deferred revenue	132.1
Other current liabilities	417.3
Long-term debt	2,841.2
Noncurrent operating lease obligations	315.2
Deferred income taxes	290.2
Noncurrent deferred revenue	88.3
Pension obligation	103.6
Other liabilities	128.0
Total liabilities assumed	4,548.9
Total merger consideration	$	2,376.6

During the first quarter of 2026, the Company made immaterial measurement period adjustments to its initial purchase price allocation, the effects of which resulted in a net increase in recorded goodwill of $0.2 million. The allocation of the purchase price is preliminary and subject to change based on the finalization of the deferred income tax impacts related to the fair value measurement of assets and liabilities acquired, including property, plant and equipment. The deferred tax analysis requires significant management judgment and the Company has not completed this analysis as of March 31, 2026. 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.

Goodwill associated with this acquisition was largely due to synergies expected from combining operations as previously discussed in Note 1. Goodwill recognized in the Merger is not expected to be deductible for tax purposes. 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 March 31,
(Millions)		2026		2025
Professional services and fees (a)		$	0.8	$	7.6
Integration costs (b)		26.0		—
Other (c)		3.3		0.2
Total		$	30.1	$	7.8

(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 5.

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

Actual and Pro Forma Results of Operations

The results of Windstream’s operations are included in our consolidated results of operations beginning on August 1, 2025. For the three months ended March 31, 2026, our consolidated results of operations included revenues and sales of $809.3 million and operating income of $103.3 million attributable to Windstream.

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


(Millions)
Total revenue and sales	$	977.3
Net loss	$	(8.8)

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

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Note 4. Goodwill:

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


(Millions)	Kinetic		Uniti Solutions		Fiber Infrastructure (a)		Total
Goodwill at December 31, 2025	$	763.7	$	192.2	$	717.9	$	1,673.8
Accumulated impairment charges as of December 31, 2025	—		—		(515.5)		(515.5)
Balance at December 31, 2025	763.7		192.2		202.4		1,158.3
Acquisition of Windstream - measurement period adjustments	0.2		—		—		0.2
Balance at March 31, 2026	$	763.9	$	192.2	$	717.9	$	1,674.0
Goodwill at March 31, 2026	$	763.9	$	192.2	$	717.9	$	1,674.0
Accumulated impairment charges as of March 31, 2026	—		—		(515.5)		(515.5)
Balance at March 31, 2026	$	763.9	$	192.2	$	202.4	$	1,158.5

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

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Note 5. Notes and Other Debt, Net:

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


(Millions)	March 31, 2026		December 31, 2025
Total principal amount	$	10,683.1	$	9,540.5
Unamortized premium (discount) and deferred financing costs	(36.5)		(1.1)
Less current portion of notes and other debt	(10.0)		(10.0)
Notes and other debt, net	$	10,636.6	$	9,529.4

Notes and other debt, net consist of the following:


	March 31, 2026				December 31, 2025
(Millions)	Principal		Unamortized Premium (Discount) and Deferred Financing Costs		Principal		Unamortized Premium (Discount) and Deferred Financing Costs
Credit Agreements:
Uniti senior secured revolving credit facility, variable rate, due December 30, 2027	$	—	$	(2.5)	$	—	$	(2.9)
Windstream senior secured revolving credit facility - variable rate, due December 30, 2027	—		—		315.0		—
Senior secured Windstream term loan - variable rate, due October 1, 2031 (premium based on imputed interest rate of 9.15%)	—		—		500.0		1.2
Senior secured 2025 term loan - variable rate, due October 6, 2032 (discount based on imputed interest rate of 8.57%)	997.5		(23.0)		1,000.0		(23.6)
	997.5		(25.5)		1,815.0		(25.3)
Notes:
Senior secured notes - 4.75%, due April 15, 2028 (discount based on imputed interest rate of 5.04%)	570.0		(3.2)		570.0		(3.6)
Senior secured notes - 8.25%, due October 1, 2031 (premium based on imputed interest rate of 7.287%)	2,200.0		95.8		2,200.0		99.3
Senior secured notes - 7.50%, due October 15, 2033 (discount based on imputed interest rate of 7.72%)	1,400.0		(17.3)		1,400.0		(17.8)
Senior unsecured notes - 6.50%, due February 15, 2029 (discount based on imputed interest rate of 6.83%)	1,110.0		(9.5)		1,110.0		(10.3)
Senior unsecured notes - 6.00% due January 15, 2030 (discount based on imputed interest rate of 6.27%)	700.0		(6.2)		700.0		(6.6)
Senior unsecured notes - 8.625% due June 15, 2032 (discount based on imputed interest rate of 9.03%)	1,600.0		(30.4)		600.0		(15.6)
Convertible senior notes - 7.50%, due December 1, 2027 (discount based on imputed interest rate of 8.29%)	306.5		(3.8)		306.5		(4.3)
	7,886.5		25.4		6,886.5		41.1

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	March 31, 2026				December 31, 2025
(Millions)	Principal		Unamortized Premium (Discount) and Deferred Financing Costs		Principal		Unamortized Premium (Discount) and Deferred Financing Costs
ABS Notes:
Series 2025-1
ABS Notes (Class A-2) - 5.877%, due April 1, 2030 (discount based on imputed interest rate of 6.36%)	426.0		(7.2)		426.0		(7.6)
ABS Notes (Class B) - 6.369%, due April 1, 2030 (discount based on imputed interest rate of 6.86%)	65.0		(1.1)		65.0		(1.2)
ABS Notes (Class C) - 9.018%, due April 1, 2030 (discount based on imputed interest rate of 9.54%)	98.0		(1.7)		98.0		(1.8)
Series 2025-2
ABS-2 Notes (Class A-2) - 5.177%, due January 20, 2031 (discount based on imputed interest rate of 5.76%)	180.0		(4.4)		180.0		(4.5)
ABS-2 Notes (Class B) - 5.621%, due January 20, 2031 (discount based on imputed interest rate of 6.21%)	28.2		(0.7)		28.2		(0.7)
ABS-2 Notes (Class C) - 7.834%, due January 20, 2031 (discount based on imputed interest rate of 8.45%)	41.8		(1.0)		41.8		(1.1)
Kinetic ABS Notes:
Series 2026-1
Kinetic ABS Notes (Class A-2) - 5.219%, due February 1, 2031 (discount based on imputed interest rate of 5.720%)	677.7		(14.3)		—		—
Kinetic ABS Notes (Class B) - 5.561%, due February 1, 2031 (discount based on imputed interest rate of 6.066%)	113.0		(2.4)		—		—
Kinetic ABS Notes (Class C) - 7.653%, due February 1, 2031 (discount based on imputed interest rate of 8.184%)	169.4		(3.6)		—		—
	1,799.1		(36.4)		839.0		(16.9)
Notes and other debt, net	$	10,683.1	$	(36.5)	$	9,540.5	$	(1.1)

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At March 31, 2026, notes and other debt, net included the following: (i) the Uniti Revolver pursuant to the Uniti Credit Agreement (as defined below), of which no borrowings were outstanding; (ii) the Windstream Revolver (as defined below) pursuant to the Windstream Credit Agreement (as defined below), of which no borrowings were outstanding; (iii) the 2025 Term Loan pursuant to the Windstream Credit Agreement, of which $997.5 million was outstanding; (iv) $570.0 million aggregate principal amount of 4.75% senior secured notes due 2028 (the “4.75% secured notes”); (v) $1.1 billion aggregate principal amount of 6.50% senior unsecured notes due 2029 (the “6.50% unsecured notes”); (vi) $700.0 million aggregate principal amount of 6.00% senior unsecured notes due 2030 (the “6.00% unsecured notes”); (vii) $2.2 billion aggregate principal amount of 8.25% senior secured notes due 2031 (the “8.25% secured notes”); (viii) $1,600.0 million aggregate principal amount of 8.625% senior unsecured notes due 2032 (the “8.625% unsecured notes”); (ix) $1,400.0 million aggregate principal amount of 7.50% senior secured notes due 2033 (the “7.50% secured notes”); (x) $306.5 million aggregate principal amount of 7.50% convertible senior notes due 2027 (the “2027 convertible notes”); (xi) $839.0 million aggregate principal amount of ABS Notes, consisting of $426.0 million 5.877% Series 2025-1, Class A-2 term notes, $180.0 million 5.177% Series 2025-2, Class A-2 term notes, $65.0 million 6.369% Series 2025-1, Class B term notes, $28.2 million 5.621% Series 2025-2, Class B term notes, $98.0 million 9.018% Series 2025-1, Class C term notes and $41.8 million 7.834% Series 2025-2, Class C term notes, each issued by Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the “ABS Notes Issuers”), each an indirect, bankruptcy-remote subsidiaries of the Company, and (xii) $960.1 million aggregate principal amount of Kinetic ABS Notes, consisting of $677.7 million 5.219% Series 2026-1, Class A-2 term notes, $113.0 million 5.561% Series 2026-1, Class B term notes and $169.4 million 7.653% Series 2026-1, Class C term notes each issued by Kinetic ABS Issuer LLC, an indirect, bankruptcy-remote subsidiary of the Company.

Senior Secured Credit Facilities

Uniti Credit Agreement

Uniti Services LLC (as successor to Uniti Group LP, “Uniti Services”), CSL Capital, LLC (“CSL Capital”) and Uniti Group Finance 2019 Inc. (“Uniti Group Finance”) (collectively, the “borrowers”) entered into a senior secured credit facility on April 24, 2015 (the credit agreement governing such senior secured credit facility, as amended, the “Uniti Credit Agreement”) consisting of a $500.0 million revolving credit facility with a maturity date of September 24, 2027 (the “Uniti Revolver”), which provides us with the ability to obtain revolving loans as well as swingline loans and letters of credit from time to time. On October 6, 2025, Uniti Services entered into an amendment to the Uniti Credit Agreement to, among other things, extend the maturity date of the Uniti Revolver to December 30, 2027.

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

Borrowings under the Uniti Revolver bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75% to 3.50% or a SOFR term rate plus an applicable margin ranging from 3.75% to 4.50%, in each case, calculated in a customary manner and determined based on our consolidated secured net 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 net leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to SOFR borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter.

During the three months ended March 31, 2026, the Company borrowed $85.0 million under the Uniti Revolver and repaid all of these borrowings by the end of the period. Comparatively, during the three months ended March 31, 2025, the Company borrowed $40.0 million under the Uniti Revolver and repaid all of these borrowings by the end of the period. There were $0.3 million letters of credit as of March 31, 2026, and accordingly, the amount available for borrowing under the Uniti Revolver was $499.7 million as of March 31, 2026.

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

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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 net leverage ratio not to exceed 5.00 to 1.00. In addition, the Uniti Credit Agreement contains customary events of default, including a cross-default provision whereby the failure of the borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Uniti Credit Agreement. In particular, a repayment obligation could be triggered if (i) the borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of March 31, 2026, the borrowers were in compliance with all of the covenants under the Uniti Credit Agreement.

Windstream Credit Agreement

Uniti Services (formerly Windstream Services, LLC) entered into a senior secured credit facility with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto, on September 21, 2020 (as amended, the “Windstream Credit Agreement”), which currently provides for (a) a senior secured revolving credit facility (the “Windstream Revolver”), (b) a senior secured first lien term loan facility that consists of $500.0 million of term loan borrowings (the “Windstream Term Loan”) that matures on October 1, 2031, and (c) a seven-year term loan facility with a principal amount of $1.0 billion (the “2025 Term Loan”) that matures on October 6, 2032. On October 6, 2025, Uniti Services entered into an amendment to the Windstream Credit Agreement to, among other things, (i) extend the maturity date of the Windstream Revolver to December 30, 2027 and (ii) provide for the 2025 Term Loan. The Windstream Revolver will have $475.0 million of capacity through January 23, 2027 and $425.0 million of capacity through December 30, 2027. On February 4, 2026, Uniti Services repaid the Windstream Term Loan in full using a portion of the net proceeds raised in the offering of the 8.625% notes (as defined below).

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 total senior secured leverage ratio. The Windstream Term Loan bears interest based on a floating rate plus a margin which, at Uniti Services’ election, may be the Base Rate plus 3.75% or the Adjusted Term SOFR Rate plus 4.75% (each as defined in the Windstream Credit Agreement), provided that the Adjusted Term SOFR Rate “floor” shall be 0%. The 2025 Term Loan bears interest based on a floating rate plus a margin which, at Uniti Services’ election, may be the Base Rate plus 3.00% or the Adjusted Term SOFR Rate plus 4.00% (each as defined in the existing Windstream Credit Agreement), provided that the Adjusted Term SOFR Rate “floor” shall be 0%.

The 2025 Term Loan is subject to quarterly amortization payments in an aggregate amount equal to 0.25 percent of the initial principal amount of such term loans, with the remaining balance payable at maturity. The 2025 Term Loan is also subject to mandatory prepayment and reduction in an amount equal to (a) 100% of the net cash proceeds of non-ordinary course asset dispositions or casualty events with step-downs to (1) 50% if the consolidated first lien secured leverage ratio would be less than or equal to 1.50 to 1.00 but greater than 1.00 to 1.00, or (2) 0% if the consolidated first lien senior secured leverage ratio would be less than or equal to 1.00 to 1.00, subject to the right to reinvest such proceeds within a specified period of time and certain other exceptions and (b) 100% of the net cash proceeds received from the incurrence of any certain indebtedness not expressly permitted under the Windstream Credit Agreement.

Voluntary prepayments of borrowings outstanding under the Windstream Credit Agreement are currently permitted at any time without premium or penalty; provided that any voluntary prepayment, refinancing or repricing of the 2025 Term Loan in connection with certain repricing transactions that occur prior to the six-month anniversary of the closing of the 2025 Term Loan shall be subject to a prepayment premium of 1.00% of the principal amount of the term loans so prepaid, refinanced or repriced.

The variable interest rate on the Windstream Term Loan ranged from 8.52% to 8.57%, and the weighted average rate on amounts outstanding on the Windstream Term Loan was 8.56% for January 1, 2026 through the date of repayment of February 4, 2026. The variable interest rate on the 2025 Term Loan ranged from 7.67% to 7.72%, and the weighted average rate on amounts outstanding on the 2025 Term Loan was 7.69% for three months ended March 31, 2026.

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During the three months ended March 31, 2026, the Company borrowed $25.0 million under the Windstream Revolver and repaid $340.0 million of borrowings by the end of the period. Considering letters of credit of $112.7 million, the amount available for borrowing under the Windstream Revolver was $362.3 million as of March 31, 2026.

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

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

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

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

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

Senior Unsecured Notes

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

On February 4, 2026, Uniti Services, Uniti Group Finance, Uniti Fiber Holdings and CSL Capital issued $1.0 billion aggregate principal amount of unsecured 8.625% Senior Notes due 2032 (the “8.625% notes” and, together with the 6.00% unsecured notes, the 6.50% unsecured notes and the existing 8.625% unsecured notes, the “existing unsecured notes”) pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee (the “8.625% senior notes indenture” and, together with the 6.00% senior notes indenture and, the 6.50% senior notes indenture and the existing 8.625% senior notes indenture, the “unsecured notes indentures”). Upon the guarantee of the 8.625% notes by each of the regulated subsidiaries that guarantee the existing unsecured 8.625% notes, the 8.625% notes are expected to be mandatorily exchanged for 8.625% unsecured notes issued as “additional notes” under the existing 8.625% senior notes indenture, have the same CUSIP number as, and be fungible with, the existing 8.625% unsecured notes. Net proceeds from the issuance of the 8.625% notes were used to repay the Windstream Term Loan, including related fees and expenses, and for general corporate purposes, including the repayment of borrowings outstanding under the revolving credit agreements and success-based capital expenditures.

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Kinetic ABS Notes

On January 30, 2026, Kinetic ABS Issuer LLC (the “Kinetic ABS Issuer”), an indirect, bankruptcy-remote subsidiary of the Company, completed a private offering of $960.1 million aggregate principal amount of secured fiber network revenue term notes, consisting of $677.7 million 5.219% Series 2026-1, Class A-2 term notes, $113.0 million 5.561% Series 2026-1, Class B term notes and $169.4 million 7.653% Series 2026-1, Class C term notes (collectively, the “Kinetic ABS Notes”), each with an anticipated repayment date (the “Kinetic ABS Term ARD”) in February 2031. The Company will use the net proceeds from the offering for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt.

In connection with the issuance of the Kinetic ABS Notes, the Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, also provides for up to $150.0 million of Series 2026-1, Class A-1-V variable funding notes (the “Kinetic ABS Class A-1 Variable Funding Notes”) to be issued by the Kinetic ABS Issuer. Drawings and the other terms related to the Kinetic ABS Class A-1 Variable Funding Notes are governed by the Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, and a Class A-1-V Note Purchase Agreement, dated as of January 30, 2026 (the “VFN Purchase Agreement”), among the Kinetic ABS Obligors, Uniti Kinetic Fiber LLC, as manager of the securitization program, certain committed note purchasers, conduit investors and funding agents, and Barclays Bank PLC, as the administrative agent. Subject to the future satisfaction of certain conditions described in the VFN Purchase Agreement, the committed note purchasers party thereto will provide commitments to fund the Kinetic ABS Class A-1 Variable Funding Notes from time to time (and issue certain letters of credit) on a revolving basis until the anticipated repayment date for the Kinetic ABS Class A-1 Variable Funding Notes (or, if earlier, the date on which the commitments thereunder are automatically terminated or permanently reduced to $0). The initial anticipated repayment date for the Kinetic ABS Class A-1 Variable Funding Notes is February 2029 and may be extended at the option of the Kinetic ABS Issuer for two additional one-year periods, in each case subject to the satisfaction of certain conditions described in the VFN Purchase Agreement.

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

While the Series 2026-1 Notes are outstanding, scheduled payments of interest are required to be made on the 25th day of each calendar month, commencing on March 25, 2026. Except as with respect to the Kinetic ABS Class A-1 Liquidity Funding Notes, no principal payments will be due on the Series 2026-1 Notes prior to the applicable anticipated repayment date, unless certain rapid amortization or acceleration triggers are activated (and/or, in the case of the Kinetic ABS Class A-1 Variable Funding Notes, the occurrence and continuance of an event of default). Principal of the Kinetic ABS Class A-1 Liquidity Funding Notes, to the extent outstanding, will be due on each payment date in accordance with the securitization program’s priority of payments.

The applicable interest rate for advances made under the Kinetic ABS Class A-1 Variable Funding Notes will generally be either a base rate or SOFR rate, determined at the option of the Kinetic ABS Issuer in accordance with the VFN Purchase Agreement (or an alternative rate determined in the manner provided in the VFN Purchase Agreement), plus 1.75% per annum. To the extent that a draw is funded or maintained by a conduit investor through the issuance of commercial paper, such draw shall bear interest at the CP funding rate (i.e., the cost of funds) to the conduit investor plus 1.75% per annum in the manner provided in the VFN Purchase Agreement.

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The issuance of the Series 2026-1 Notes represents the Company’s inaugural issuance of fiber network revenue notes for the Company’s fiber-to-the-home securitization program. The securitization program involves certain fiber network assets and certain residential customer contracts in the States of Texas, Arkansas, Kentucky, Ohio and Georgia that were sold to the Kinetic ABS Obligors at closing. As of the closing of the transactions on January 30, 2026, the Kinetic ABS Issuer has $960.1 million aggregate principal amount of revenue term notes outstanding, zero principal amount of variable funding notes outstanding and zero principal amount of liquidity funding notes outstanding. The Kinetic ABS Base Indenture allows the Kinetic ABS Issuer to issue additional series of notes subject to certain conditions set forth therein.

The Series 2026-1 Notes are obligations only of the Kinetic ABS Obligors pursuant to the Kinetic ABS Base Indenture. Pursuant to the Kinetic ABS Base Indenture and the related transaction documents, the Series 2026-1 Notes are guaranteed by each Kinetic ABS Asset Entity and the Kinetic ABS Issuer’s direct parent company (the “Kinetic Holdco Guarantor”), and such guarantees and the Series 2026-1 Notes are secured by security interests in the equity interests in the Kinetic ABS Issuer and substantially all of the assets of the Kinetic ABS Issuer and the other Kinetic ABS Obligors, which assets are primarily the fiber network assets and related residential customer contracts in the States of Texas, Arkansas, Kentucky, Ohio and Georgia that have been sold or contributed to the Kinetic ABS Asset Entities by the non-securitization subsidiaries of the Company and the revenue collections and other proceeds thereof. Neither the Company nor any subsidiary of the Company, other than the Kinetic ABS Obligors and the Kinetic Holdco Guarantor (all of which are unrestricted subsidiaries under the Company’s other debt agreements), will guarantee or in any way be liable for the obligations of the Kinetic ABS Obligors under the Kinetic ABS Base Indenture or the Series 2026-1 Notes, and neither the Kinetic Holdco Guarantor, the Kinetic ABS Issuer nor any of the other Kinetic ABS Obligors shall guarantee or in any way be liable for the obligations of the Company or its subsidiaries under the Company’s other debt agreements.

The Series 2026-1 Notes are subject to a series of customary covenants and restrictions. These covenants and restrictions include (i) that the Kinetic ABS Issuer maintains a liquidity reserve account to be used to make required payments in respect of the Series 2026-1 Notes, (ii) provisions relating to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the Kinetic ABS Notes prior to the monthly payment date in February 2029, and (iii) covenants relating to recordkeeping, access to information and similar matters. As provided in the Kinetic ABS Base Indenture, the Kinetic ABS Notes and the Kinetic ABS Class A-1 Variable Funding Notes are also subject to rapid amortization in the event of a failure to maintain a stated debt service coverage ratio. A rapid amortization may be cured if the debt service coverage ratio exceeds a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume. The Series 2026-1 Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the Series 2026-1 Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.

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


(Millions)
Remainder of 2026	$	7.5
2027	316.5
2028	580.0
2029	1,120.0
2030	1,299.0
Thereafter	7,360.1
Total	$	10,683.1

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Gain (Loss) on Extinguishment of Debt

As discussed above, in February 2026, Uniti Services used a portion of the net proceeds from the issuance of the $1.0 billion aggregate principal amount of additional 8.625% senior notes to repay in full the Windstream Term Loan, which was accounted for as a debt extinguishment. As a result, the Company recognized a pretax gain on the extinguishment of debt of $1.2 million, consisting of the write-off of the unamortized premium related to the Windstream Term Loan at the date of repayment.

As discussed above, in February 2025, Old Uniti used a portion of the net proceeds from the offering of the ABS Notes to repay and terminate the ABS Loan Facility and to redeem $125.0 million aggregate principal amount of its 10.50% secured notes. In connection with these transactions, Old Uniti recognized a pretax loss on the extinguishment of the ABS Loan Facility of $3.2 million and a pretax loss on the partial extinguishment of the 10.50% secured notes of $5.3 million, which included $4.8 million for the write off of the unamortized discount and deferred financing costs and $3.7 million for the redemption premiums.

Deferred Financing Costs

Deferred financing costs were incurred in connection with the issuance of the notes and other debt obligations. These costs are deferred and amortized using the effective interest method over the term of the related indebtedness and are included in interest expense in our condensed consolidated statements of operations. For the three months ended March 31, 2026 and 2025, we recognized $5.3 million and $6.0 million of non-cash interest expense, respectively, related to the amortization of deferred financing costs.

Interest Expense, Net

Interest expense, net was as follows:


	Three Months Ended March 31,
(Millions)		2026		2025
Senior secured notes		$	113.1	$	81.2
Senior unsecured notes		60.6		34.3
Senior secured revolving credit facility - variable rate		3.2		0.8
ABS Notes and Bridge Loan Facility		13.0		8.2
Kinetic ABS Notes		0.6		—
Interest rate cap		—		0.2
Interest rate swaps		(0.6)		—
Amortization of deferred financing costs and debt premium/discount		0.7		5.5
Accretion of settlement payable		—		0.9
Capitalized interest		(4.8)		(0.6)
Other		2.5		(1.0)
Total interest expense, net		$	188.3	$	129.5

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Note 6. Derivatives:

The Company enters into interest rate swap agreements to mitigate its exposure to the variability in cash flows related to its variable rate debt outstanding under its credit agreements. As of December 31, 2025, the Company was party to four pay fixed, receive variable interest rate swap agreements with two bank counterparties. The first swap was assumed by the Company in connection with the Merger and has a notional value of $200.0 million, fixed rate paid of 4.1730% and matures on October 31, 2029. On October 6, 2025, the Company entered into three new interest rate swap agreements consisting of a swap with a notional value of $400.0 million, fixed rate paid of 3.332%, maturing on October 31, 2028; a swap with a notional value of $400.0 million, fixed rate paid of 3.365%, maturing on October 31, 2029; and a swap with a notional value of $400.0 million, fixed rate paid of 3.417%, maturing on October 31, 2030. For all four interest rate swaps, the variable rate received is the one-month USD-SOFR (not subject to a floor) that resets at the end of each month. The Company has designated the swaps as cash flow hedges of the interest rate risk inherent in borrowings outstanding under its credit agreements due to changes in the benchmark interest rate.

In conjunction with the first quarter 2026 debt refinancing transactions previously discussed in Note 5, which included the repayment of the Windstream Term Loan, on January 28, 2026, the Company terminated a portion of each of the three $400.0 million notional value interest rates swaps. For each affected interest rate swap, $250.0 million of the original $400.0 million notional value was terminated, and accordingly, the remaining notional value for each of the three interest rate swaps was $150.0 million ($450.0 million in the aggregate). Upon termination, the Company received aggregate cash proceeds of $2.6 million from the respective bank counterparties and the Company discontinued hedge accounting for the terminated portion of the three interest rate swaps. Because the Company concluded that it was probable that a portion of the original hedged transactions (future variable interest payments) would still occur, the risk of the variability of future cash flows was not fully eliminated upon discontinuing hedge accounting. Accordingly, unrealized gains deferred in accumulated other comprehensive income related to the discontinued hedging relationships as of January 28, 2026, of approximately $2.8 million are being amortized on a straight-line basis to interest expense over the remaining contractual terms of the underlying interest rate swaps. Unrealized gains related to the portion of the forecasted variable interest rate payments that were probable not to occur of approximately $1.0 million were immediately recognized in other income, net.

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

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


(Millions)	March 31, 2026		December 31, 2025
Designated portion of cash flow hedges, measured at fair value:
Other current assets	$	1.2	$	0.3
Other assets	$	1.3	$	—
Other current liabilities	$	1.0	$	1.7
Other liabilities	$	3.3	$	5.5
Accumulated other comprehensive income (loss)	$	1.1	$	(2.5)
De-designated portion of cash flow hedges, unamortized value
Accumulated other comprehensive income	$	2.7	$	—

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


(Millions)	2026		2025
Designated cash flow hedges:
Changes in fair value, net of tax	$	7.9	$	(0.1)
Reclassification of unrealized losses, net of tax	$	(1.6)	$	0.2
De-designated cash flow hedges:
Reclassification of unrealized losses, net of tax	$	(0.1)	$	—

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

All or a portion of the change in fair value of the interest rate swap agreements recorded in accumulated other comprehensive income (loss) may be recognized in earnings in certain situations. If the Company extinguishes all of its variable rate debt, or a portion of its variable rate debt such that the outstanding notional amount of the swap exceeds the outstanding notional amount of variable rate debt, all or a portion of the change in fair value of the swap may be recognized in earnings. In addition, the change in fair value of the swap may be recognized in earnings if the Company determines it is no longer probable that it will have future variable rate cash flows to hedge against. The Company has assessed the counterparties risk and determined that no substantial risk of default exists as of March 31, 2026, because each counterparty is a bank with a current credit rating at or above A, as determined by Moody’s Ratings, Standard & Poor’s Global Ratings and Fitch Ratings.

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

Balance Sheet Offsetting

The Company is party to master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions, with counterparties. For financial statement presentation purposes, the Company does not offset assets and liabilities under these arrangements.

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


	Gross Amount of Assets Presented in the Condensed Consolidated Balance Sheets		Gross Amount Not Offset in the Condensed Consolidated Balance Sheets
(Millions)			Financial Instruments		Cash Collateral Received		Net Amount
March 31, 2026
Interest rate swaps	$	2.5	$	(2.5)	$	—	$	—
December 31, 2025:
Interest rate swaps	$	0.3	$	(0.3)	$	—	$	—

Information pertaining to derivative liabilities was as follows:


	Gross Amount of Liabilities Presented in the Condensed Consolidated Balance Sheets		Gross Amount Not Offset in the Condensed Consolidated Balance Sheets
(Millions)			Financial Instruments		Cash Collateral Received		Net Amount
March 31, 2026
Interest rate swaps	$	4.3	$	(2.5)	$	—	$	1.8
December 31, 2025:
Interest rate swaps	$	7.2	$	(0.3)	$	—	$	6.9

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

Non-financial assets and liabilities, including property, plant and equipment, intangible assets and asset retirement obligations, are measured at fair value on a non-recurring basis. No event occurred during the three months ended March 31, 2026 requiring any non-financial asset and liability to be subsequently recognized at fair value.

The fair value of financial instruments was as follows:


(Millions)	March 31, 2026		December 31, 2025
Recorded at Fair Value in the Financial Statements:
Cash equivalents - Level 1 (a)	$	750.1	$	—
Interest rate swap asset - Level 2	$	2.5	$	0.3
Interest rate swap liabilities - Level 2	$	4.3	$	7.2
Not Recorded at Fair Value in the Financial Statements:
Notes and other debt, including current portion - Level 2: (b)
Included in current portion of notes and other debt	$	10.0	$	10.1
Included in notes and other debt, net	$	10,788.2	$	9,648.3

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

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

The fair value of the interest rate swaps was determined based on the present value of expected future cash flows using the applicable observable, quoted swap rates (USD-SOFR) for the full term of the swaps and incorporating credit valuation adjustments to appropriately reflect both the Company’s own non-performance risk and non-performance risk of the respective counterparties. As of March 31, 2026, the adjustment to the fair value of the interest rate swaps to reflect non-performance risk was immaterial.

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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 Universal Service Fund (“USF”) programs and other regulatory-related sources and activities.

Consumer service revenues are generated from the provisioning of broadband and voice services to consumers. 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 $13.1 million and $16.7 million at March 31, 2026 and December 31, 2025, respectively.

Accounts receivable consists of the following as of:


(Millions)	March 31, 2026		December 31, 2025
Accounts receivable	$	332.6	$	371.6
Less: Allowance for credit losses	15.6		12.6
Accounts receivable, net	$	317.0	$	359.0

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


(Millions)
Balance as of December 31, 2025	$	12.6
Provision for estimated credit losses	9.1
Write-offs, net of recovered accounts	(6.1)
Balance as of March 31, 2026	$	15.6

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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)	March 31, 2026		December 31, 2025
Contract assets (a)	$	58.0	$	61.7
Contract liabilities (b)	$	170.0	$	173.9

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

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


	Three Months Ended March 31,
(Millions)		2026		2025
Revenues recognized included in the opening contract liability balance		$	89.0	$	1.6

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

Remaining performance obligations reflect recurring charges billed, adjusted for discounts and promotional credits and revenue adjustments. At March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.1 billion for contracts with original expected durations of more than one year remaining. The Company expects to recognize approximately 30%, 31%, and 20% of our remaining performance obligations as revenue during the remainder of 2026, 2027 and 2028, respectively, with the remaining balance thereafter.

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 March 31, 2026
(Millions)	Kinetic		Uniti Solutions		Fiber Infrastructure		Total
Category:
Consumer:
Fiber subscriber	$	130.9	$	—	$	—	$	130.9
DSL subscriber and other	135.2		—		—		135.2
Uniti Solutions:
Managed services	—		175.4		—		175.4
TDM	—		8.0		—		8.0
Business services	99.4		—		—		99.4
Switched access	3.5		—		—		3.5
Uniti Fiber	—		—		62.2		62.2
Wholesale	77.0		—		68.4		145.4
Total service revenues accounted for under ASC 606	446.0		183.4		130.6		760.0
Sales revenues	25.1		0.8		1.2		27.1
Total revenues and sales accounted for under ASC 606	471.1		184.2		131.8		787.1
Operating lease income	25.6		0.1		53.2		78.9
Other service and sales revenues (a)	40.2		6.2		75.1		121.5
Total revenues and sales	$	536.9	$	190.5	$	260.1	$	987.5


	Three Months Ended March 31, 2025
(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	—		—		54.9		54.9
Wholesale	—		—		1.5		1.5
Total service revenues accounted for under ASC 606	—		—		56.4		56.4
Sales revenues	—		—		0.4		0.4
Total revenues and sales accounted for under ASC 606	—		—		56.8		56.8
Operating lease income	—		—		234.4		234.4
Other service and sales revenues (a)	—		—		2.7		2.7
Total revenues and sales	$	—	$	—	$	293.9	$	293.9

(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 operations.

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


(Millions)	March 31, 2026		December 31, 2025
Deferred contract acquisition costs:
Prepaid expenses	$	15.2	$	9.3
Other assets	30.3		16.6
Total deferred contract acquisition costs	$	45.5	$	25.9
Deferred contract fulfillment costs:
Prepaid expenses	$	4.7	$	3.0
Other assets	9.8		6.5
Total deferred contract fulfillment costs	$	14.5	$	9.5

Amortization of deferred contract acquisition costs was $3.8 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. Amortization of deferred contract fulfillment costs was $1.0 million for the three months ended March 31, 2026. There was no amortization of deferred contract fulfillment costs recorded during the three months ended March 31, 2025.

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.

The minimum required employer contributions to the pension plan in 2026 total $20.6 million, consisting of $7.4 million for the 2025 plan year and $13.2 million for the 2026 plan year. In January 2026, the Company made a $4.5 million cash contribution to the pension plan attributable to the 2025 plan year and will contribute the remaining $2.9 million for the 2025 plan year in September 2026. On April 15, 2026, the Company made in cash its required quarterly employer contribution for the 2026 plan year of $4.4 million. The total amount of the 2026 employer contributions, and amount and timing of future contributions including any voluntary contributions, to the pension plan are dependent upon a myriad of factors, including future investment performance, changes in future discount rates, and changes in the demographics of the population participating in the plan.

The components of pension income were as follows:


(Millions)	March 31, 2026
Benefits earned during the period (a)	$	0.5
Interest cost on benefit obligation (b)	7.1
Expected return on plan assets (b)	(8.5)
Net periodic pension income	$	(0.9)

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

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(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 $7.4 million for the three months ended March 31, 2026, as compared to $0.6 million for the three months ended March 31, 2025. Expense related to the employee savings plans is included in cost of services and selling, general and administrative expenses in the condensed consolidated statements of operations.

Note 10. Accumulated Other Comprehensive Income (Loss):

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


	Three Months Ended March 31,
(Millions)		2026		2025
Balance at beginning of period		$	(1.9)	$	(0.6)
Interest rate cap:
Change in fair value of interest rate cap, net of tax		—		(0.1)
Designated interest rate swaps:
Change in fair value of interest rate swaps, net of tax		7.9		—
Amounts reclassified from accumulated other comprehensive income (loss), net of tax		(1.6)		0.2
De-designated interest rate swaps:
Amounts reclassified from accumulated other comprehensive income, net of tax		(0.1)		—
Balance at end of period		$	4.3	$	(0.5)

Note 11. (Loss) Earnings Per Share:

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

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

Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings (loss) per share under the two-class method. We also have outstanding performance-based restricted stock units (“PSUs”) that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. For the three months ended March 31, 2026, 1.0 million non-participating securities were excluded from the computation of earnings (loss) per share, as their performance conditions have not been met, and 2.1 million non-participating securities were excluded from the computation of earnings (loss) per share, as their effect would have been anti-dilutive due to our reported net loss for the period. For the three months ended March 31, 2025, approximately 0.8 million PSUs were excluded from the computation of diluted earnings per share, as their performance conditions had not been met.

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The dilutive effect of the Preferred Stock was calculated by using the “if-converted” method, which assumes an add-back of dividends to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the 2027 convertible notes was calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in the number of weighted average shares. For the three months ended March 31, 2026, 102.7 million shares of Preferred Stock and 25.3 million potential common shares related to the 2027 convertible notes were excluded from the computation of earnings (loss) per share, because their effect would have been antidilutive due to our reported net loss for the period. For the three months ended March 31, 2025, we excluded 25.3 million potential common shares related to the 2027 convertible notes from the computation of earnings per share, as their effect would have been anti-dilutive.

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


	Three Months Ended March 31,
(Millions, except per share data)		2026		2025
Basic (loss) earnings per share:
Numerator:
Net (loss) income attributable to shareholders		$	(70.3)	$	12.2
Less: Income allocated to participating securities		—		(0.3)
Less: Dividends declared on Preferred Stock		(15.5)		—
Net (loss) income attributable to common shares		$	(85.8)	$	11.9
Denominator:
Weighted-average common shares outstanding		234.6		143.5
Weighted-average Warrants outstanding		17.5		—
Total basic weighted-average common shares outstanding		252.1		143.5
Basic (loss) earnings per common share		($0.34)		$0.08


	Three Months Ended March 31,
(Millions, except per share data)		2026		2025
Diluted (loss) earnings per share:
Numerator:
Net (loss) income attributable to common shares		$	(85.8)	$	11.9
Add: Dividends declared on Preferred Stock		—		—
Add: Impact on if-converted dilutive securities		—		—
Net (loss) income attributable to common shares		$	(85.8)	$	11.9
Denominator:
Basic weighted-average common shares outstanding		252.1		143.5
Add: Effect of dilutive non-participating securities		—		—
Add: Impact on if-converted dilutive securities		—		—
Total diluted weighted-average common shares outstanding		252.1		143.5
Dilutive (loss) earnings per common share		($0.34)		$0.08

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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 customers’ needs. Products and services offered to business customers also include managed cloud communications and security services. Our Kinetic wholesale operations provide network bandwidth to other telecommunications carriers, network operators, governmental entities, content providers, and large cloud computing and storage service providers. These services include network transport services to end users, Ethernet and Wave transport of up to 400 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.

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.

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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, and transaction-related and other costs, because these items are not monitored by or reported to the CODM at a segment level.

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

Capital expenditures for network enhancements and information technology-related projects benefiting the Company as a whole are not assigned to the segments and are presented as corporate/shared capital expenditures. Asset information by segment is not monitored or reported to the CODM and therefore has not been presented. Substantially all of our customers, operations and assets are located in the U.S. Following the Merger, 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 March 31,
(Millions)		2026		2025
Kinetic:
Service revenues from external customers		$	511.8	$	—
Sales revenues from external customers		25.1		—
Total revenues and sales from external customers		536.9		—
Intersegment revenues (a)		11.1		—
Total revenues and sales		548.0		—
Compensation expenses		(94.0)		—
Non-compensation managed expenses (b)		(65.9)		—
Revenue-driven costs (c)		(53.2)		—
Network access and facilities		(47.3)		—
Allocated network operations expenses		(12.0)		—
Customer access (d)		(6.2)		—
Intersegment costs and expenses (e)		(33.9)		—
Contribution margin		$	235.5	$	—
Uniti Solutions:
Service revenues from external customers		$	189.7	$	—
Sales revenues from external customers		0.8		—
Total revenues and sales from external customers		190.5		—
Intersegment revenues (f)		1.3		—
Total revenues and sales		191.8		—
Compensation expenses		(15.3)		—
Non-compensation managed expenses (g)		(1.6)		—
Revenue-driven costs (h)		(27.6)		—
Customer access (d)		(40.4)		—
Intersegment costs and expenses (e)		(11.1)		—
Contribution margin		$	95.8	$	—
Fiber Infrastructure:
Service revenues from external customers		$	187.5	$	290.8
Sales revenues from external customers		72.6		3.1
Total revenues and sales from external customers		260.1		293.9
Intersegment revenues (i)		34.7		—
Total revenues and sales		294.8		293.9
Network access and facilities expenses		(60.9)		(22.5)
Compensation expenses		(19.1)		(11.7)
Non-compensation managed expenses (j)		(5.0)		(3.6)
Revenue-driven costs (k)		(9.5)		(2.8)
Allocated network operations expenses		(2.6)		—
Customer access (d)		(2.9)		—
Intersegment costs and expenses (e)		(2.1)		—
Contribution margin		$	192.7	$	253.3
Total segment revenues and sales from external customers		$	987.5	$	293.9
Total intersegment revenues		47.1		—
Total segment revenues and sales		1,034.6		293.9
Total segment expenses		(463.5)		(40.6)
Total intersegment costs and expenses		(47.1)		—
Total segment contribution margin		$	524.0	$	253.3

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

(b)Includes advertising, contract services and fees, fleet-related expenses (e.g., leasing costs, fuel, maintenance and repair costs), and employee-related travel costs.

(c)Includes federal and state USF fees, provision for credit losses, equipment-related shipping and refurbishment costs, and cost of sales.

(d)Customer access expense represents the portion of interconnect costs directly assigned to the segment.

(e)Reflects the offsetting expense effects of the intercompany billing agreements between segments.

(g)Includes support agreements, contract services and fees, and employee-related travel costs.

(h)Includes federal and state USF fees, provision for credit losses, third-party commissions, staff augmentation for professional services, product licensing fees, and cost of sales.

(i)Consists of intercompany charges to Kinetic and Uniti Solutions primarily for usage of network and colocation facilities owned or operated by Fiber Infrastructure.

(j)Includes advertising, contract services and fees, and employee-related travel costs.

(k)Includes federal and state USF fees, provision for credit losses, early termination fees, and cost of fiber sales.

Capital expenditures by segment were as follows:


	Three Months Ended March 31,
(Millions)		2026		2025
Kinetic		$	251.9	$	—
Uniti Solutions		6.5		—
Fiber Infrastructure		70.4		208.1
Total segment capital expenditures		328.8		208.1
Corporate/Shared (a)		20.4		—
Total		$	349.2	$	208.1

(a)Represents capital expenditures not directly assigned to the segments and primarily consists of capital outlays for network enhancements and information technology-related projects benefiting Uniti as a whole.

The following table reconciles total segment revenues and sales to total consolidated revenues and sales:


	Three Months Ended March 31,
(Millions)		2026		2025
Total segment revenues and sales		$	1,034.6	$	293.9
Intersegment revenues		(47.1)		—
Total consolidated revenues and sales		$	987.5	$	293.9

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


	Three Months Ended March 31,
(Millions)		2026		2025
Total segment contribution margin		$	524.0	$	253.3
Depreciation and amortization		(289.8)		(79.7)
Transaction related and other costs		(30.1)		(7.8)
Corporate/shared operating expenses		(85.5)		(15.5)
Amortization of non-cash rights-of-use assets		(0.1)		(0.8)
Stock-based compensation		(7.6)		(3.8)
Other income, net		6.5		—
Gain (loss) on extinguishment of debt		1.2		(8.5)
Interest expense, net		(188.3)		(129.5)
Income tax (expense) benefit		(0.6)		4.5
Net (loss) income		$	(70.3)	$	12.2

Note 13. Commitments and Contingencies:

In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations. We have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any specific period could be materially affected by changes in its assumptions or the effectiveness of its strategies related to these proceedings. Legal expenses associated with loss contingencies are expensed as incurred.

Note 14. Supplementary Unrestricted Subsidiary Information:

During 2025, we formed the ABS Notes Obligors (other than Uniti Fiber GulfCo LLC, which was formed in 2024), each a subsidiary of ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company. Each ABS Notes Obligor is an unrestricted subsidiary under the Uniti Credit Agreement and the applicable indentures governing the Company’s senior notes.

In conjunction with the issuance of the Kinetic ABS Notes, we formed Kinetic ABS Parent LLC (“Kinetic ABS Parent”), an indirect, bankruptcy-remote subsidiary of the Company, and we designated Kinetic ABS Parent as an unrestricted subsidiary under the credit agreements and the applicable indentures governing the Company’s outstanding senior notes. We also formed the Kinetic ABS Notes Obligors, each a subsidiary of Kinetic ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company. Each Kinetic ABS Notes Obligor is an unrestricted subsidiary under the credit agreements and the applicable indentures governing the Company’s senior notes. See Note 5 for additional information regarding our asset-backed securities.

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


	As of March 31, 2026
(Millions)	Unrestricted Subsidiaries		Restricted Subsidiaries		Eliminations		Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	16.1	$	966.5	$	—	$	982.6
Restricted cash	143.8		5.5		—		149.3
Accounts receivable, net	37.5		351.6		(72.1)		317.0
Inventories	—		43.8		—		43.8
Prepaid expenses	—		147.3		(1.7)		145.6
Other current assets	0.7		168.8		—		169.5
Total current assets	198.1		1,683.5		(73.8)		1,807.8
Goodwill	—		1,158.5		—		1,158.5
Intangible assets, net	—		1,212.6		—		1,212.6
Property, plant and equipment, net	1,848.7		6,470.5		—		8,319.2
Operating lease right-of-use assets, net	—		527.3		(31.7)		495.6
Other assets	23.7		125.6		(31.6)		117.7
Total assets	$	2,070.5	$	11,178.0	$	(137.1)	$	13,111.4
Liabilities and shareholders' equity:
Current liabilities:
Current portion of long-term debt	$	—	$	10.0	$	—	$	10.0
Accounts payable	58.4		201.0		(72.1)		187.3
Deferred revenue	13.6		252.9		(3.9)		262.6
Current portion of operating lease obligations	—		119.2		—		119.2
Accrued taxes	1.8		51.6		—		53.4
Accrued interest	11.3		175.5		—		186.8
Other current liabilities	—		353.9		—		353.9
Total current liabilities	85.1		1,164.1		(76.0)		1,173.2
Notes and other debt, net	1,762.7		8,895.2		(21.3)		10,636.6
Noncurrent operating lease obligations	—		342.9		—		342.9
Noncurrent deferred revenue	95.9		314.6		(39.8)		370.7
Deferred income tax assets, net	—		17.9		—		17.9
Other liabilities	—		250.4		—		250.4
Total liabilities	1,943.7		10,985.1		(137.1)		12,791.7
Shareholders' equity:
Total shareholders' equity	126.8		192.9		—		319.7
Total liabilities and shareholders' equity	$	2,070.5	$	11,178.0	$	(137.1)	$	13,111.4

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	As of December 31, 2025
(Millions)	Unrestricted Subsidiaries		Restricted Subsidiaries		Eliminations		Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	5.4	$	48.1	$	—	$	53.5
Restricted cash	75.2		5.4		—		80.6
Accounts receivable, net	18.0		394.6		(53.6)		359.0
Inventories	—		44.0		—		44.0
Prepaid expenses	—		137.6		—		137.6
Other current assets	—		156.3		—		156.3
Total current assets	98.6		786.0		(53.6)		831.0
Goodwill	—		1,158.3		—		1,158.3
Intangible assets, net	—		1,293.3		—		1,293.3
Property, plant and equipment, net	614.4		7,527.5		—		8,141.9
Operating lease right-of-use assets, net	—		516.6		—		516.6
Other assets	23.4		103.2		(31.0)		95.6
Total assets	$	736.4	$	11,384.9	$	(84.6)	$	12,036.7
Liabilities and shareholders' equity (deficit):
Current liabilities:
Current portion of long-term debt	$	—	$	10.0	$	—	$	10.0
Accounts payable	47.7		177.4		(53.6)		171.5
Deferred revenue	7.4		233.5		(1.1)		239.8
Current portion of operating lease obligations	—		122.6		—		122.6
Accrued taxes	0.5		51.3		—		51.8
Accrued interest	10.3		128.5		—		138.8
Other current liabilities	—		389.4		—		389.4
Total current liabilities	65.9		1,112.7		(54.7)		1,123.9
Notes and other debt, net	822.1		8,728.6		(21.3)		9,529.4
Noncurrent operating lease obligations	—		360.5		—		360.5
Noncurrent deferred revenue	62.5		314.8		(8.6)		368.7
Deferred income tax assets, net	—		17.7		—		17.7
Other liabilities	—		256.1		—		256.1
Total liabilities	950.5		10,790.4		(84.6)		11,656.3
Shareholders' equity (deficit):
Total shareholders' equity (deficit)	(214.1)		594.5		—		380.4
Total liabilities and shareholders' equity (deficit)	$	736.4	$	11,384.9	$	(84.6)	$	12,036.7

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	Three Months Ended March 31, 2026
(Millions)	Unrestricted Subsidiaries		Restricted Subsidiaries		Eliminations		Consolidated
Total revenues and sales	$	88.7	$	929.9	$	(31.1)	$	987.5
Costs and expenses:
Cost of services (exclusive of depreciation and amortization)	26.4		358.6		(26.8)		358.2
Cost of sales (exclusive of depreciation and amortization)	—		29.8		—		29.8
Selling, general and administrative	6.3		166.7		(4.3)		168.7
Depreciation and amortization	15.8		274.0		—		289.8
Transaction related and other costs	—		30.1		—		30.1
Total costs and expenses	48.5		859.2		(31.1)		876.6
Operating income	40.2		70.7		—		110.9
Other expense, net	0.1		6.4		—		6.5
Gain on extinguishment of debt	—		1.2		—		1.2
Interest expense, net	(23.2)		(165.1)		—		(188.3)
Income (loss) before income taxes	17.1		(86.8)		—		(69.7)
Income tax expense	—		(0.6)		—		(0.6)
Net income (loss)	$	17.1	$	(87.4)	$	—	$	(70.3)


	Three Months Ended March 31, 2025
(Millions)	Unrestricted Subsidiaries		Restricted Subsidiaries		Eliminations		Consolidated
Revenue and sales	$	32.0	$	273.4	$	(11.5)	$	293.9
Costs and expenses:
Cost of services (exclusive of depreciation and amortization)	9.3		31.6		(9.5)		31.4
Cost of sales (exclusive of depreciation and amortization)	—		1.0		—		1.0
Selling, general and administrative	5.0		25.3		(2.0)		28.3
Depreciation and amortization	5.8		73.9		—		79.7
Transaction related and other costs	—		7.8		—		7.8
Total costs and expenses	20.1		139.6		(11.5)		148.2
Operating income	11.9		133.8		—		145.7
Other income, net	—		—		—		—
Loss on extinguishment of debt	(3.2)		(5.3)		—		(8.5)
Interest expense, net	(9.1)		(120.4)		—		(129.5)
(Loss) income before income taxes	(0.4)		8.1		—		7.7
Income tax benefit	—		4.5		—		4.5
Net (loss) income	$	(0.4)	$	12.6	$	—	$	12.2

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three months ended March 31, 2026. This discussion should be read in conjunction with the accompanying condensed consolidated financial statements, and the notes thereto set forth in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q and the Company’s 2025 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2026.

Overview

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

Uniti is a premier digital infrastructure company with approximately 240,000 fiber route miles across 47 states. The Company serves more than 1.0 million customers, including 564,000 residential fiber customers, with a network that includes 1.9 million fiber-equipped households predominately situated in the Midwest and Southeast United States of America (“U.S.”). The Company offers a full suite of advanced communications services, including fiber-based broadband to residential and business customers, managed cloud communications and security services for large enterprises and government entities across the U.S., and tailored waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the U.S. and Canada. Our operations are organized into three business segments: Kinetic, Uniti Solutions and Fiber Infrastructure. See Notes 8 and 12 for additional information regarding the Company’s business segments.

Prior to the Merger, Uniti Group LLC (F/k/a Uniti Group Inc.) (“Old Uniti”) was an independent internally managed real estate investment trust (“REIT”) engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry. Old Uniti managed its operations within two primary lines of business: Uniti Fiber and Uniti Leasing.

Completion of Merger with Windstream

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

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

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In connection with the Internal Reorg Merger, prior to the effective time of the Merger, Windstream’s equityholders received (i) approximately 90.1 million shares of Common Stock representing approximately 35.42% of the outstanding shares of Common Stock, (ii) approximately 0.6 million shares of non-voting preferred stock of the Company (“Preferred Stock”) with a dividend rate of 11% per year for the first six years, subject to an additional 0.5% per year during each of the seventh and eighth year after the initial issuance and further increased by an additional 1% per year during each subsequent year, subject to a cap of 16% per year and with an aggregate liquidation preference of $575.0 million and (iii) approximately 17.6 million warrants to purchase Common Stock, with an exercise price of $0.01 per share (“Warrants”), representing approximately 6.9% of the outstanding Common Stock immediately following the Closing on a fully diluted basis after giving effect to such warrants. Windstream’s equityholders also received approximately $370.7 million in cash (net of certain transaction-related expenses) on a pro-rata basis (the “Merger Cash Consideration”). The Merger Cash Consideration was funded by Old Uniti using available cash on hand and borrowings under its Uniti Revolver (as defined herein).

The Merger was accounted for as a reverse merger using the acquisition method of accounting, with Windstream treated as the legal acquirer and Old Uniti treated as the accounting acquirer. Because Old Uniti is treated as the accounting acquirer, financial information for periods prior to the Merger reflect the historical activity of Old Uniti. For periods after the Merger, the consolidated financial statements reflect the combined results of Old Uniti and Windstream. The Merger was a taxable transaction for U.S. federal income tax purposes. See N otes 1, 2 and 3 to our accompanying condensed consolidated financial statements contained in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for additional information regarding the Merger.

Segments

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

Kinetic service revenues also include revenue from federal and state Universal Service Fund (“USF”) programs, amounts received from the Rural Digital Opportunity Fund (“RDOF”), and certain surcharges assessed to our customers, including billings for our required contributions to federal and state USF programs. Kinetic sales revenues include sales of various types of communications equipment and products to customers, including selling network equipment to contractors on a wholesale basis.

Uniti Solutions – We manage as one business our mid-market and large business customers located within markets in which we are a competitive local exchange carrier (“CLEC”) and provide services over network facilities primarily leased from other carriers. Products and services consist of software solutions and network connectivity offerings. Software solutions include Secure Access Service Edge (“SASE”), Unified Communications as a Service (“UCaaS”), OfficeSuite UC®, and associated network access products and services. SASE includes Software-Defined Wide Area Network (“SD-WAN”) and Security Service Edge (“SSE”) and associated network access products and services. Network connectivity offerings consist of dynamic internet protocol, dedicated internet access, multi-protocol label switching services, integrated voice and data, long distance and other managed services, including time-division multiplexing (“TDM”) voice and data services and certain surcharges assessed to customers. Uniti Solutions’ sales revenues include sales of high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers.

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

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

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

Other Significant Developments

Debt Refinancing Transactions Completed in the First Quarter of 2026

Kinetic ABS Offering – On January 30, 2026, Kinetic ABS Issuer LLC (the “Kinetic ABS Issuer”), an indirect, bankruptcy-remote subsidiary of the Company, completed a private offering of $960.1 million aggregate principal amount of secured fiber network revenue term notes, consisting of $677.7 million 5.219% Series 2026-1, Class A-2 term notes, $113.0 million 5.561% Series 2026-1, Class B term notes and $169.4 million 7.653% Series 2026-1, Class C term notes (collectively, the “Kinetic ABS Notes”), each with an anticipated repayment date in February 2031. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt.

The Kinetic ABS Notes were issued at an issue price of 100% of their respective principal amounts pursuant to an indenture, dated as of January 30, 2026 (the “Kinetic ABS Base Indenture”), as supplemented by a Series 2026-1 Supplement thereto, dated as of January 30, 2026 (the “Series 2026-1 Supplement”). In connection with the issuance of the Kinetic ABS Notes, the Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, also provides for up to $150.0 million of Series 2026-1, Class A-1-V variable funding notes (the “Kinetic ABS Class A-1 Variable Funding Notes”). The Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, also provides for up to $14.0 million of Series 2026-1, Class A-1-L liquidity funding notes (the “Kinetic ABS Class A-1 Liquidity Funding Notes” and, together with the Kinetic ABS Notes and the Kinetic ABS Class A-1 Variable Funding Notes, collectively, the “Series 2026-1 Notes”) to be issued solely to support the securitization program’s liquidity reserve and to cover specified payment shortfalls. As of the closing of the transactions on January 30, 2026, the Kinetic ABS Issuer has $960.1 million aggregate principal amount of Kinetic ABS Notes outstanding, zero principal amount of Kinetic ABS Class A-1 Variable Funding Notes outstanding and zero principal amount of Kinetic ABS Class A-1 Liquidity Funding Notes outstanding. The Kinetic ABS Base Indenture allows the Kinetic ABS Issuer to issue additional series of notes subject to certain conditions set forth therein.

While the Series 2026-1 Notes are outstanding, scheduled payments of interest are required to be made on the 25th day of each calendar month, commencing on March 25, 2026. The Series 2026-1 Notes are subject to a series of customary covenants and restrictions.

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Senior Unsecured Notes – On February 4, 2026, Uniti Services LLC, Uniti Group Finance, Uniti Fiber Holdings and CSL Capital issued $1.0 billion aggregate principal amount of unsecured 8.625% Senior Notes due 2032 (the “8.625% notes”) pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee (the “8.625% senior notes indenture”). Upon the guarantee of the 8.625% notes by each of the regulated subsidiaries that guarantee the existing 8.625% unsecured notes, the 8.625% notes are expected to be mandatorily exchanged for 8.625% unsecured notes issued as “additional notes” under the existing 8.625% senior notes indenture, have the same CUSIP number as, and be fungible with, the existing 8.625% unsecured notes. Net proceeds from the issuance of the 8.625% notes were used to repay the Windstream Term Loan, including related fees and expenses, and for general corporate purposes, including the repayment of borrowings outstanding under the revolving credit agreements and success-based capital expenditures.

See Note 5 to the condensed consolidated financial statements for additional information related to the issuance of the Kinetic ABS Notes and the additional 8.625% notes completed in the first quarter of 2026.

Partial Termination of Interest Rate Swap Agreements – In conjunction with the above debt refinancing transactions, on January 28, 2026, the Company terminated a portion of each of the three interest rates swaps entered into on October 6, 2025, because the forecasted variable interest rate payments were no longer probable of occurring. For each affected interest rate swap, $250.0 million of the original $400.0 million notional value was terminated and accordingly, the remaining notional value for each of the three interest rate swaps was $150.0 million ($450.0 million in the aggregate). Upon termination, the Company received aggregate cash proceeds of $2.6 million from the respective bank counterparties.

Financial and Performance Highlights

The following is a summary of our operating results for the three months ended March 31, 2026:

•We generated consolidated revenues and sales of $987.5 million for the three months ended March 31, 2026, up $693.6 million, when compared to the same period a year ago. The acquired operations of Windstream generated total revenues and sales of $809.3 million for the three months ended March 31, 2026. The Merger accounted for 82% of our total consolidated revenues and sales. During the first quarter of 2026, we entered into an indefeasible right of use (“IRU”) agreement for dark fiber with a large hyperscaler, resulting in $68.7 million in incremental sales revenues, compared to the first quarter of 2025.

•We generated consolidated operating income of $110.9 million for the three months ended March 31, 2026, a decrease of $34.8 million, when compared to the same period a year ago. The acquired operations of Windstream generated operating income of $103.3 million for the three months ended March 31, 2026. Transaction-related and other costs were $30.1 million in the first quarter of 2026, up $22.3 million from the same period a year ago, primarily due to the Merger.

•Within the Kinetic segment, service revenues and contribution margin during the first quarter of 2026 were $511.8 million and $235.5 million, respectively. We extended our fiber coverage during the quarter bringing our total to more than 1.9 million consumer premises passed or 41% of our Kinetic footprint as of March 31, 2026. We ended the first quarter with 564,000 consumer subscribers on our fiber network, representing a 29% fiber consumer subscriber penetration rate (calculated as the total number of fiber consumer subscribers divided by the total number of consumer premises passed).

•Within the Uniti Solutions segment, we continued execution of our transformation strategy, which is shifting away from legacy TDM revenues and narrowing our focus to emphasize profitability for the valuable base of managed services customers. Service revenues and contribution margin for this segment during the first quarter of 2026 were $189.7 million and $95.8 million, respectively.

•Our Fiber Infrastructure segment generated solid operating results highlighted by high demand from carriers, content providers and larger-scale purchasers of network capacity. Service revenues and contribution margin for this segment during the first quarter of 2026 were $187.5 million and $192.7 million, respectively. The acquired wholesale business of Windstream generated service revenues of $116.6 million and direct margin of $122.3 million in the first quarter of 2026.

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Due to the relative size of the acquired Windstream operations in relation to Old Uniti's operations, the Merger had a significant impact on the operating results of the Company for the three months ended March 31, 2026. To facilitate a discussion and analysis of our results on a comparable basis, management has supplemented its discussion of the Company's results of operations under GAAP with supplemental unaudited pro forma condensed combined financial information based on the historical results of operations of Old Uniti and Windstream as if the Merger had been consummated on January 1, 2024. See the “Supplemental Unaudited Pro Forma Condensed Combined Financial Information” section within this MD&A for further information on the assumptions used in the preparation of the financial information.

CONSOLIDATED RESULTS OF OPERATIONS

The following table reflects the consolidated operating results for Uniti:


	Three Months Ended March 31,	Increase (Decrease)
(Millions)		2026		2025		Amount		%
Revenues and sales:
Service revenues		$	889.0	$	290.8	$	598.2	*
Sales revenues		98.5		3.1		95.4		*
Total revenues and sales		987.5		293.9		693.6		*
Costs and expenses:
Cost of services (a)		358.2		31.4		326.8		*
Cost of sales (a)		29.8		1.0		28.8		*
Selling, general and administrative		168.7		28.3		140.4		*
Depreciation and amortization		289.8		79.7		210.1		*
Transaction related and other costs (b)		30.1		7.8		22.3		*
Total costs and expenses		876.6		148.2		728.4		*
Operating income		110.9		145.7		(34.8)		(24)
Other income, net (c)		6.5		—		6.5		*
Gain (loss) on extinguishment of debt (d)		1.2		(8.5)		(9.7)		(114)
Interest expense, net		(188.3)		(129.5)		58.8		45
(Loss) income before income taxes		(69.7)		7.7		(77.4)		*
Income tax (expense) benefit		(0.6)		4.5		(5.1)		(113)
Net (loss) income		$	(70.3)	$	12.2	$	(82.5)	*

* Not meaningful

(a)Amounts are exclusive of depreciation and amortization included below.

(b)Transaction related and other costs include professional services and fees, integration costs, and other miscellaneous costs. For additional information related to these expenses see the corresponding section of Note 3 to the condensed consolidated financial statements.

(c)Primarily includes $5.3 million of interest income earned on short-term investments.

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

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Service Revenues

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


	Three Months Ended March 31, 2026
	Increase (Decrease)
(Millions)	Amount
Increase attributable to the Merger	$	783.4
Decrease in Fiber Infrastructure service revenues (a)	(185.2)
Net increase in service revenues	$	598.2

(a)Decrease primarily reflects the absence of leasing revenues from Windstream subsequent to August 1, 2025, resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger.

Sales Revenues

Sales revenues include sales of various types of communications equipment and products to customers including selling network equipment to contractors on a wholesale basis. Consumer product sales include home networking equipment, computers and phones. Uniti Solutions product sales include high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers. Sales revenues also include amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer. Revenues from sales-type leases were $71.4 million and $2.7 million for the three months ended March 31, 2026 and 2025 respectively.

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


	Three Months Ended March 31, 2026
	Increase (Decrease)
(Millions)	Amount
Increase attributable to sales-type leases (a)	$	68.7
Increase attributable to the Merger	25.9
Increase in Fiber Infrastructure equipment and other sales	0.8
Increase in sales revenues	$	95.4

(a)Increase attributable to an IRU dark fiber agreement with one large hyperscaler entered into during the first quarter of 2026.

Cost of Services

Cost of services expense primarily consists of charges incurred for network operations, interconnection, and business taxes. Network operations charges include salaries and wages, materials, contractor costs, IT support and costs to lease certain network facilities. Interconnection expense consists of charges incurred to access the public switched network and transport traffic to the internet, including charges paid to other carriers for access points where we do not own the primary network infrastructure. Other expenses consist of third-party costs for ancillary voice and data services, business taxes, and business and financial services.

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


	Three Months Ended March 31, 2026
	Increase (Decrease)
(Millions)	Amount
Increase attributable to the Merger	$	329.8
Decrease in network and other operations	(3.0)
Net increase in cost of services	$	326.8

Cost of Sales

Cost of sales represents the associated cost of equipment and the net carrying value of fiber for sales-type leases. The following table reflects the primary drivers of the changes in cost of sales compared to the same period a year ago:


	Three Months Ended March 31, 2026
	Increase (Decrease)
(Millions)	Amount
Increase attributable to the Merger	$	28.0
Increase attributable to sales-type leases	0.8
Increase in cost of sales	$	28.8

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

Selling, General and Administrative (“SG&A”)

SG&A expenses result from sales and marketing efforts, advertising, IT support, provision for estimated credit losses, costs associated with corporate and other support functions and professional fees. These expenses include salaries, wages and employee benefits not directly associated with the provisioning of services to our customers.

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


	Three Months Ended March 31, 2026
	Increase (Decrease)
(Millions)	Amount
Increase attributable to the Merger	$	134.9
Increase in stock-based compensation (a)	3.8
Increase in other costs	1.7
Increase in SG&A	$	140.4

(a)Increase was primarily attributable to incremental expense associated with stock-based awards granted to select management employees of Old Uniti in 2025, for which vesting was contingent upon the closing of the Merger.

Depreciation and Amortization

Depreciation and amortization expense includes the depreciation of property, plant and equipment and the amortization of intangible assets. Substantially all of the increase in depreciation and amortization during the first quarter of 2026 was attributable to the Merger.

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Operating Income

The Company reported operating income of $110.9 million and $145.7 million for the three months ended March 31, 2026 and 2025, respectively. Compared to the same period of 2025, operating income decreased $34.8 million, or 24%, primarily reflecting higher transaction related and other costs related to the Merger of $22.3 million, a decrease in operating lease revenues of $155.5 million, primarily due to the absence of leasing revenues from Windstream subsequent to August 1, 2025 resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger, and the incremental increase in stock-based compensation expense. The unfavorable effects of these items on operating income for the three months ended March 31, 2026 were partially offset by the incremental operating income of $103.3 million attributable to the acquired Windstream operations.

Interest Expense

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


	Three Months Ended March 31, 2026
	Increase (Decrease)
(Millions)	Amount
Senior secured notes	$	31.9
Senior unsecured notes	26.3
Senior secured revolving credit facility - variable rate	2.4
ABS Notes and bridge loan facility	4.8
Kinetic ABS Notes	0.6
Interest rate cap	(0.2)
Interest rate swaps	(0.6)
Amortization of deferred financing costs and debt premium/discount	(4.8)
Accretion of settlement payable	(0.9)
Capitalized interest	(4.2)
Other	3.5
Total interest expense, net	$	58.8

As presented in the table above, interest expense, net increased $58.8 million for the three months ended March 31, 2026 as compared to the same period in 2025. The increase reflects the incremental net increase of approximately $4.5 billion in aggregate long-term debt outstanding following the completion of the Merger and debt refinancing transactions completed in the fourth quarter of 2025 and first quarter of 2026. See Note 5 to the condensed consolidated financial statements for additional information related to our long-term debt obligations.

Income Taxes

In determining our quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on our expected annual income, statutory rates and tax planning opportunities. Significant or unusual items are separately recognized in the quarter in which they occur.

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BUSINESS SEGMENT OPERATING RESULTS

KINETIC

Results of Operations

The following table reflects the Kinetic segment results of operations:


	Three Months Ended March 31,	Increase (Decrease)
(Millions)		2026		2025		Amount		%
Revenues and sales:
Service revenues:
Fiber subscriber		$	144.8	$	—	$	144.8	*
DSL subscriber and other		145.6		—		145.6		*
Total consumer		290.4

Uniti Group Inc. 10-Q