Uniti Group Inc.: Form 10-K for the period ended Dec 31, 2025

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 more than 500,000 residential fiber customers, with a network that includes approximately 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. For the year ended December 31, 2025, the Company had total revenues and sales of $2,234.5 million and net income of $1,304.7 million.

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., 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. 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. See Note 1 and 4 to our consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K for additional information related to the completion of the Merger.

Following the Merger, our operations are organized into three business segments: Kinetic, Uniti Solutions and Fiber Infrastructure, which are described in more detail below and in Note 15 to our consolidated financial statements contained in Part II, Item 8. “Financial Statements and Supplementary Data”. Refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Significant Developments,” of this Annual Report on Form 10-K for information regarding significant developments in our business in 2025.

Business Segments

Kinetic Segment

Overview

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. The Kinetic business unit is a premier provider of multi-gigabit fiber internet, whole-home Wi-Fi, internet security, and voice services in approximately 1,400 markets across 18 states in the Southwestern, Southeastern, Midwestern and Northeastern U.S. For the year ended December 31, 2025, the Kinetic segment generated total revenues and sales of $928.4 million and contribution margin of $407.6 million.

Strategy

Kinetic’s objective is to profitably grow penetration of our broadband network by continuing to invest in and expand our fiber footprint, accelerating subscriber acquisition, reducing churn, and growing average revenue per customer. Consumer and small business bandwidth needs continue to grow at a rapid pace, driven by increasing demand for streaming video, videoconferencing, remote work, telemedicine, gaming, smart homes, and the proliferation of connected devices. In a competitive environment, our continued investments in expanding our fiber footprint are important to strengthen our competitive positioning and achieve our goal of sustained profitable growth.

Building fiber is a key driver of subscriber acquisition, retention, and revenue, and we expect it will become more important over time. We continue to replace copper lines with fiber to provide symmetrical gigabit + speeds, enhanced reliability, better support, and future-proof connectivity. In addition to investments in our broadband network, we are focused on delivering sustained profitable subscriber growth with compelling and valuable service and product offerings, marketing and sales effectiveness, and a better customer experience.

Services and Products

We offer consumers and small businesses a portfolio of services over both our fiber and copper networks, including broadband internet, voice, and other value-added services. Kinetic’s residential and small business services include:

Broadband Internet: A mixture of various technologies to provide internet services for residential and small business customers capable of multi-gigabit speeds.

Business-Ready Internet: A solution tailored specifically to small business customers, offering broadband paired with robust security, advanced Wi-Fi, and network resiliency.

Customer Premise Equipment (CPE): Customers can lease an advanced Wi-Fi gateway from Kinetic. Specifically, residential customers can lease the eero Pro 7, which uses the latest, most advanced Wi-Fi 7 technology. When coupled with Kinetic’s fiber internet, the eero Pro 7 delivers an enhanced online experience that is easy, secure, fast and affordable. We also offer state-of-the-art mesh extenders, allowing customers to enable strong signal throughout the entirety of their home.

The Kinetic Promise™: Included with Kinetic’s Whole Home Wi-Fi installation, is a pledge that technicians will not leave a new fiber installation until Wi-Fi works in every room and on every device throughout the home. Professional technicians set up and install customers’ Wi-Fi to help ensure they have wall-to-wall coverage and no dead spots. That’s The Kinetic Promise™.

Wireless Service Bundle: Residential customers can bundle their Kinetic broadband service with a post-paid wireless service plan with AT&T.

Internet Security: Add-on service provides a suite of security functionality including protection from cybersecurity threats, the ability to set and monitor parental controls, password vault and virtual private network (“VPN”).

Premium Technical Support: Add-on service offers 24/7 help with personal computer issues, device setup, network problems, virus removal, and software installation, accessible via chat, phone, or email.

Live Television and Streaming Video: Residential customers can add television streaming services via YouTube TV.

Voice: Residential and small business voice services, delivered over traditional landline or digital means, include call management options and emergency access.

Our goal is to provide customers with fast, reliable, and secure broadband along with an exceptional experience and the value-added services they need to get the most out of their internet all for a competitive market price. We continue to develop and source additional solutions to better meet evolving customer needs and further differentiate Kinetic in the marketplace.

Sales and Marketing

Our sales and marketing efforts are focused on accelerating subscriber growth with clear and differentiated branding, compelling offers, a range of media platforms to drive awareness and consideration, and multiple sales channels that allow us to reach and engage with potential customers in a variety of ways.

Brand: We invest in establishing a clear, differentiated brand identity, which is essential to building durable awareness and preference in the marketplace, particularly where we compete with well-established national brands.

Product Offerings and Pricing: We optimize and expand our offerings, pricing, and promotions on an ongoing basis to better address consumer and small business needs and differentiate ourselves from competitors, with the goal of winning a higher share of demand in the market.

Media and Lead Generation: We use a variety of paid media and advertising to drive awareness and consideration among potential customers, including digital, traditional, and direct response marketing, in addition to local marketing.

Public Relations and Reputation Management: Kinetic uses a variety of digital, earned and organic activities to build trust with stakeholders through transparent, timely and truthful communication.

Inbound Sales Channels: Our media and lead generation activities typically direct potential customers to our consumer or small business website or sales call center. There, prospects can learn more about our offerings, check availability for their address, and complete an order.

Outbound and Other Sales Channels: We use additional sales channels to reach potential customers in different contexts that are largely incremental to our media-driven activities. These include primarily door-to-door sales, local retail or community connection centers, and third-party distribution partners. Our teams execute segmented acquisition programs, coordinating across Marketing, Sales, and Operations to accelerate penetration growth in specific parts of our footprint or prospect base, including a program targeting newly completed fiber premises. The effectiveness of our sales and marketing activities is underpinned by the customer experience we provide and our resulting reputation. We aim to consistently improve the customer experience and deliver quality execution across all aspects of sales and marketing.

Competition

Kinetic faces intense and growing competitive pressure in the residential and small business broadband market. Technology improvements and other changes in the market landscape have led to increased competition from both existing competitors and new market entrants. Sources of competition in our service areas include, but are not limited to, the following:

Cable Operators: Cable providers remain our largest source of competition for residential and small business broadband customers. These operators compete aggressively with significant marketing spend, attractive promotional pricing, and bundled offerings with cable television and/or mobile service.

Fiber Overbuilders: A range of entities have built or expanded fiber networks within our footprint. These include existing wireline competitors expanding or upgrading networks as well as a diverse set of competitors including new local or regional providers, electric cooperatives, local municipalities, and open access network operators.

Wireless Operators: Wireless home internet solutions using fixed wireless technology have emerged as an alternate source for Broadband connectivity in residential market. While this technology has limitations, particularly compared to our fiber broadband service, wireless operators have seen significant consumer adoption driven by national advertising from established brands, convenience, and pricing.

Satellite Internet Providers: Satellite broadband offerings have improved in recent years, particularly in our more rural and lower-speed copper areas.

Competition has increased from all four of these sources. While approximately 20% of households in our footprint have no high-speed wireline competitor, the emergence of wireless home internet providers means there are very few locations in our footprint without meaningful competition.

Uniti Solutions Segment

Overview

Uniti Solutions is a platform-led managed services provider that combines cloud-optimized connectivity with integrated security and collaboration services. We design, deploy, and operate multi-site networks with a unified operational experience—delivered through a bespoke combination of customer-obsessed employees, an intuitive leading edge customer management portal and supported by 24/7 service assurance—to help enterprise customers improve application performance, reduce operational burden, and strengthen cyber resilience. Our services drive business transformation through the convergence of our proprietary software solutions and cloud-optimized network with the goal of unlocking our clients’ revenue and profitability potential. Our end-to-end managed services solutions modernize technology infrastructure, optimize operations, reduce resource constraints and elevate the experience of our clients and their end-users—all while securing critical data and protecting brand reputation. Analysts recognize Uniti Solutions as a market leader for our solutions portfolio, and our clients rely on what we believe is our best-in-class customer portal. Businesses trust Uniti Solutions as their single-source for a high-performance network and award-winning suite of connectivity, collaboration and security solutions delivered by a team of technology experts whose success is directly tied to our clients’ complete satisfaction. For the year ended December 31, 2025, the Uniti Solutions segment generated total revenues and sales of $332.3 million and contribution margin of $164.1 million.

Industry Trends

Enterprise networking and information technology (“IT”) services are undergoing a structural shift driven by cloud adoption, distributed work, evolving cyber threats, and rising expectations for application performance and resilience. As enterprise applications and data move across multiple clouds and Software as a Service (“SaaS”) platforms, customers increasingly require connectivity that is designed for consistent performance, secure access, and operational simplicity. At the same time, enterprises are seeking to reduce vendor sprawl and internal operational burden by consolidating network, security, and collaboration services under fewer strategic partners.

We believe enterprise demand is being shaped by four primary buying triggers:

• Application performance and cloud connectivity. As business-critical workloads migrate to SaaS and multi-cloud environments, customers increasingly prioritize predictable performance, low latency, and visibility across locations, users, and applications. These requirements are accelerating the demand for cloud-optimized connectivity and managed network services that can support dynamic traffic patterns and application-aware routing.
• Security convergence and zero trust adoption. The threat environment continues to evolve, and customers are increasingly shifting from perimeter-based security models to cloud-delivered security and identity-based access controls. This is driving adoption of Secure Access Service Edge (“SASE”) and Security Service Edge (“SSE”) architectures that unify networking and security policy, support remote and mobile users, and reduce reliance on multiple point solutions.
• Operational outsourcing amid constrained IT resources. Many enterprise IT organizations are balancing complex modernization initiatives with limited staffing and budget capacity. This constraint continues to increase the demand for managed services that can design, deploy, monitor, and optimize network and security environments, enabling customer teams to focus on core business priorities.
• Legacy rationalization and technology transitions. Customers are moving away from legacy architectures and premises-based systems that can limit scalability, agility, and security. These transitions include migration from Multiprotocol Label Switching-centric networks to Software-Defined Wide Area Network (“SD-WAN”) architectures, progression from SD-WAN to SASE and SSE approaches, and movement from premises-based Private Branch Exchange to cloud-based unified communications and contact center platforms.

Meeting these demand drivers requires the ability to deliver solutions consistently across geographies and access types. Uniti Solutions uses a mix of on-net fiber within the Uniti footprint and a broad ecosystem of access partners to extend coverage and provide connectivity options tailored to customer requirements for performance, diversity, and cost. We believe this hybrid delivery model supports scalable deployment across multi-site enterprises while enabling solution designs aligned to customer outcomes.

Strategy

The strategy for Uniti Solutions is to be a trusted connectivity, communications, and security partner by delivering reliable outcomes through a platform-led managed services model. We focus on simplifying the customer experience, improving operational execution, and expanding customer relationships by aligning next-generation solutions to evolving enterprise requirements.

We execute this strategy through four strategic pillars:

• Secure-by-design networking and converged security. We continue to align network and security capabilities by integrating SD-WAN with cloud-delivered security services, enabling customers to implement consistent policies across locations and users. Our objective is to help customers manage risk while simplifying security architectures and reducing vendor complexity.
• Platform-led customer experience and operational transparency. We aim to provide customers with a consistent digital-first experience across ordering, monitoring, incident management, and change management. We believe improved visibility and workflow standardization can reduce operational friction for customers and support higher retention and expansion.
• Solution-led modernization across connectivity and collaboration. We support enterprise modernization initiatives, including migrations from legacy network and voice architectures to cloud-enabled alternatives. We seek to expand adoption of SD-WAN, SASE and SSE, Unified Communications as a Service (“UCaaS”), and Contact Center as a Service (“CCaaS”) solutions by aligning offerings to measurable customer needs such as application performance, resilience, and workforce productivity.
• Vertical and use-case focus supported by a flexible delivery model. We tailor solution designs to the operational and compliance needs of targeted verticals, including retail, healthcare, financial services, education, manufacturing, hospitality, and state and local government. Our delivery model leverages on-net fiber where available and a broad access partner ecosystem to support multi-site deployments across geographies.

We operationalize our strategy through disciplined lifecycle management across sales engineering, service delivery, service assurance, and customer success. We prioritize:

(i) proactive service management and continuous optimization of customer environments;

(ii) renewal and expansion motions that emphasize deeper solution adoption and enhanced customer outcomes; and

(iii) selective pursuit of new customer relationships that meet profitability and serviceability objectives.

We believe that improving service reliability, reducing operational complexity, and expanding the number of solutions adopted per customer relationship can strengthen retention, lower support friction, and enhance the lifetime value of our customer base.

Services and Products

The drivers of demand are a result of enterprise businesses transforming their own IT infrastructure to move workloads to the cloud, ensure cloud application performance, improve employee productivity and enhance data security, among other strategic imperatives. Our portfolio of solutions is well-positioned to support these enterprise IT imperatives. As the network evolves into the platform for how business gets done, we believe our customers increasingly value our tailored solution-design process and dedicated service support model. They subscribe to services such as SD-WAN, SASE and SSE, Secure Flex Premium, Managed Network Security (“MNS”), Local Area Network (“LAN”) Services, UCaaS, CCaaS, fiber transport connectivity to major cloud ecosystems and a comprehensive suite of managed services.

Network and Edge

• SD-WAN: A secure technological wide-area network solution that ensures optimal application performance irrespective of the underlying transport and allows for business continuity, as well as routing control, via the U Connect customer-facing portal.
• Multi-site Networking: Our advanced network provides private, secure multi-site connections for large businesses with multiple locations. Our core growth networking products include SD-WAN, and Wavelength connectivity solutions.
• LAN Services: Our team of network professionals will design, deploy and manage clients’ LAN Services, freeing their IT teams to spend less time managing and monitoring the network and more time on driving strategic initiatives. LAN services include Secure Wi-Fi, Cloud Managed Switch and Intelligent IP cameras.

Security

• SASE: Elevates network performance and security, while simplifying overall management. Organizations leverage the power and flexibility of a SD-WAN network backbone with a unified security solution.
• SSE: Cloud-native SSE enables businesses to instantly integrate next-generation security components into existing network environments without disruption and creates a path towards a full SASE environment.
• Managed Security: Fully integrated with our SD-WAN solutions, Managed Security enables organizations to deploy advanced networking and security capabilities instead of relying on multiple products and partners to provide the same functionality, ultimately reducing costs and gaining comprehensive network security features.

Connectivity

• High-speed Internet: We offer a range of high-speed broadband and dedicated internet access options providing reliable connections designed to help our customers reduce costs and boost productivity.

Collaboration

• UCaaS: This solution delivers the capabilities to drive productivity and engagement to ensure reliability, flexibility and security. OfficeSuite® is an award-winning cloud-based solution that blends user-centric design with advanced, market-proven technology.
• CCaaS Powered by Talkdesk: This solution transforms interactions with a contact center service delivering better conversion rates, increased customer retention and higher satisfaction scores. It enables customers to connect with agents on their terms while empowering agents to work from anywhere.

Sales and Marketing (Go-to-Market and Customer Lifecycle): Uniti Solutions markets and sells its solutions through a consultative, solutions-led approach designed to help customers modernize connectivity, collaboration, and security environments. Our go-to-market model is structured to support both new customer acquisition and expansion of existing customer relationships through solution adoption, renewals, and lifecycle services.

Sales and Sales Engineering: Our sales organization focuses on identifying customer needs, designing solutions, and driving profitable growth across new and existing customers. Sales engineers support solution architecture, network and security design, and migration planning to align proposed solutions with customer performance, resilience, and security requirements. We emphasize expansion within existing relationships through cross-sell and upsell of next-generation solutions.

Marketing: Our marketing function supports demand generation and pipeline development through targeted campaigns and content that align to customer use cases (e.g., secure cloud connectivity, SD-WAN to SASE and SSE transitions, UCaaS and contact center modernization). We utilize data-driven marketing capabilities to improve customer engagement and to help connect qualified demand to our sales and customer success teams.

Customer Success and Revenue Enablement: Customer success is focused on adoption, service experience, and renewal outcomes across the customer lifecycle. We seek to improve retention and expansion by proactively managing customer needs, supporting solution adoption, and coordinating renewal planning. Revenue enablement supports consistent execution through training, sales plays, tools, and process disciplines that align our go-to-market teams around customer outcomes and profitable growth.

Commercial Governance and Offer Management: We manage pricing, packaging, and solution governance to support market competitiveness while maintaining profitability and supportability. This includes managing access and interconnection considerations, aligning commercial terms with customer requirements, and partnering with sales teams to support profitable renewals and growth opportunities.

Service Delivery and Ongoing Support Alignment: We coordinate across service delivery, customer care, and service assurance to support a consistent customer experience from onboarding through steady-state operations. This model is intended to improve transparency, accelerate issue resolution, and strengthen long-term customer relationships.

Competition

The market for enterprise customers is highly competitive. We believe we are well-positioned to gain market share within the enterprise segment based upon our ability to leverage new product capabilities to capitalize on the significant industry trends discussed above.

Our primary competitors are characterized into the following groups:

(i) Facilities-based national carriers

(ii) Cable operators

(iii) Global Wide Area Network (“WAN”) aggregators / “capex-light” Managed Service Providers (“MSPs”)

(iv) Pure-play security/SASE vendors and MSPs

These providers offer a range of similar services, from traditional voice to advanced data and technology services using similar facilities and technologies as we do, and they compete directly with us for customers of all sizes. We compete by providing a robust offering that delivers single-source accountability, vertical expertise, faster design-to-deploy cycles, full portal-based visibility and workflow automation, security integrated within network policy and a customer-obsessed culture that starts and ends with complete satisfaction for the customers we serve.

Fiber Infrastructure Segment

Overview

We manage as one business our legacy fiber and leasing businesses combined with the competitive local exchange carrier (“CLEC”) portion of Windstream's acquired wholesale business. Our Fiber Infrastructure operations deliver fiber-based connectivity and enterprise networking solutions that support mission-critical communications for businesses including banks, hospitals, schools and government organizations in medium-sized communities and large cities across the Southeast. Leveraging our nationwide fiber footprint and advanced infrastructure, we provide high-performance, scalable services that enable secure data transport, network interconnection, and managed connectivity tailored to the needs of today’s digital economy. In addition, we provide high-capacity bandwidth and transport services to wholesale customers, including telecom companies, large cloud computing and storage service providers (hyperscalers), content providers, cable, international and other network operators. We also provide ethernet (e-access), dedicated internet access, and fiber-to-the-tower services to carriers and other related telecom companies. For the year ended December 31, 2025, the Fiber Infrastructure segment generated total revenues and sales of $1,053.9 million and contribution margin of $772.1 million.

Strategy

Our strategy is to drive long-term, recurring revenue by expanding and monetizing Uniti’s fiber network through customer-aligned network deployments, portfolio diversification, and deepening our business relationships in the markets we serve. In pursuit of this strategy, we focus on delivering fiber connectivity and services that support enterprise digital transformation, high-capacity data requirements, and the infrastructure needs of our customer base.

We aim to enhance network reach by building new routes based on customer demand, densifying existing markets, and forging long-term contractual commitments that reflect our customers’ growth requirements. Continued investment in our fiber infrastructure supports scalable capacity, reliable performance, and efficient service delivery while balancing capital deployment with anticipated returns.

We are executing a multi-year network expansion program with emphasis on high‑count, long‑haul routes, diverse metro laterals, and strategic interconnections, with dark fiber as a core offering. We provide industry-leading services including 10 - 400 Gigabits per second (“Gbps”) optical wave services, combined with Network Intelligence through our iconnect customer self-service portal that enhances operational management, performance transparency and ordering efficiency.

As a trusted infrastructure partner, our objective is to simplify customer connectivity through route diversity, standardized processes, and predictable delivery intervals, supported by governance, security, and compliance frameworks aligned to customer requirements.

AI-driven demand focus: We are prioritizing infrastructure construction projects that support artificial intelligence (“AI”) and high-performance computing workloads, including high-count dark fiber and expanded space/power at our colocation facilities. Our operational advantages in Tier 2/Tier 3 markets enable us to reach newly developing, power-adjacent AI compute centers efficiently with services operated and managed locally.

High-Capacity Optical Services: Our Intelligent Converged Optical Network provides bandwidth capacity for metro and longhaul optical transport along key data center corridors. Our open architecture and advanced Reconfigurable Optical Add-Drop Multiplexer deployment enable Nx400 Gbps services today and is ready for the next generation. Driven by our customers’ demands, we continue to expand our network capacity and reach to new data centers and new routes. Our network features route diversity, low‑latency design, and resiliency features tailored for AI, cloud, and high‑performance computing workloads.

Capacity at scale and speed: To meet accelerating customer demand, we are advancing material procurement, construction schedules, and permitting in key corridors, and implementing standardized designs and repeatable build templates to shorten delivery intervals. We partner with customers on forecast-driven build programs, pre-positioned lateral expansions, and scalable dark fiber and spectrum options to meet near-term needs while anticipating future growth.

Trusted infrastructure partner: We align long-term commercial structures (including indefeasible rights of use (“IRUs”) and leases) with customers’ multi-year capacity plans, provide predictable service level agreements (“SLAs”) and governance, and maintain route diversity and resiliency to support mission-critical AI and cloud workloads. These measures are intended to ensure dependable, scalable connectivity that keeps pace with customers’ evolving requirements.

Services and Products

Fiber Infrastructure products are designed to meet enterprise customers’ needs for resilient, secure, and scalable connectivity. Fiber Infrastructure services include:

Enterprise Internet Services: Fiber-based internet connectivity that delivers reliable and secure access tailored for business operations, collaboration platforms, and digital tools.

Managed Networking Services: Comprehensive network services including managed network solutions, routing, and optimization to support customers’ unique technical and operational requirements.

Advanced Networking Services: Scalable networking products such as Ethernet and SD-WAN that enable customers to extend connectivity across locations and applications with performance suitable for data-intensive environments.

Voice Services: Fiber-based business voice solutions that are integrated with fiber connectivity for enhanced communications, including support for hosted and cloud-enabled voice platforms.

E-Rate Services: Affordable, scalable fiber and network services that support connectivity for E-Rate eligible educational and community institutions under federal Universal Service Administrative Company (“USAC”) programs.

Secure Colocation Solutions: Colocation services that provide secure access to on-net fiber points of presence and enable customers to connect their infrastructure within Uniti-connected facilities. These services are typically provided over multi-year contracts and are supported by dedicated technical and operational teams to deliver network performance, service reliability, and responsive customer support.

Wholesale Services: We provide network bandwidth to hyperscalers and content providers, other domestic and international telecommunications providers, cable operators and wireless carriers. These services include 10 - 400 Gbps wave services, spectrum, Ethernet, internet, and dark fiber and colocation services. Wholesale services also include fiber-to-the-tower connections to support the wireless backhaul market. Dark fiber offerings (including long‑haul and metro) are available under multi‑year structures such as leases and IRUs to support customers’ long‑term capacity requirements. Our hyperscale customers have partnered with us to drive the construction and delivery of extremely high-count fiber systems along with colocation sites with space and power to drive AI traffic. Customers manage our wholesale services via our customer-facing portal (iconnect) with map-based visibility, inventory accuracy and operational insights that improve planning, ordering, and delivery.

Marketing, Service Delivery and Customer Relationships

Our sales and marketing efforts target enterprise and public sector customers across a variety of verticals (such as healthcare, education, medical, financial, retail, business services and more), emphasizing customizable fiber-based connectivity solutions and long-term customer engagements. Sales teams collaborate with engineering, network planning, and customers to align product design and service delivery with customer needs and market opportunities.

Key elements of our approach include:

• Direct customer engagement: Dedicated account teams work with customers to design tailored solutions that address technical, geographic, and business-specific requirements.
• Strategic partnerships: Alliances with referral partners, local/regional business networking organizations, national industry services sourcing leaders, and strengthening customer relationships to build brand awareness.
• Market expansion initiatives: Efforts to identify and pursue opportunities in high-demand markets where our fiber routes and enterprise demand intersect.
• Sales tools: Partnerships with industry leading systems and platforms designed to drive opportunities, revenue, and customer experience.

We place emphasis on our “customer obsessed” philosophy, maintaining service quality and operational excellence to support new logo contracts, renewals, and cross-sell opportunities as customers evolve their connectivity needs.

Our sales and marketing efforts for our wholesale services are designed to differentiate us from our competitors. Sales programs are aligned with infrastructure build plans and structured to support long-term relationships through standardized service level agreements, resilient design options, and commercial arrangements that match customers’ scale and timelines. Our teams are closely aligned with our engineering organization to build and provide customized network solutions for our customers in a timely manner. Our sales and customer support staff work closely with each customer to ensure that their specific business needs are met. Whether servicing content providers, cable operators, data centers or other communication services providers requiring single or multiple circuit connections or additional bandwidth, our goal is to demonstrate trustworthiness and partnership by delivering reliable infrastructure, contractual transparency, and predictable execution.

Competition

Our Fiber Infrastructure segment operates in several competitive markets. Competitors include national and regional fiber network operators, incumbent telecommunications providers, cable companies with fiber assets, and other infrastructure solution providers offering similar products and services. Competition is based on network reach, service performance, pricing, contractual terms, and the ability to meet customers’ deployment and support expectations. We believe that Uniti’s extensive fiber footprint, flexible service portfolio, and execution capabilities position us to effectively compete for enterprise opportunities and support long-term customer relationships.

The market for high-bandwidth optical transport services remains competitive among high-growth data centers. Diverse routing and operation efficiencies, such as installation intervals and service availability, are key differentiators. Our wholesale operations also leverage advantages with our iconnect customer portal and its map-based Network Intelligence functionality. This combination has enabled us to win market share of inter-datacenter, high bandwidth optical services.

Our competition is also taking advantage of the tremendous growth offered by AI needs. Our advantage leverages our foundational focus on providing access from Tier 1 telecommunication hubs to Tier 2 and Tier 3 markets. We also provide predictable delivery via standardized designs, construction programs, and governance frameworks, supported by transparent service level agreements. Our dark fiber infrastructure projects will provide route diversity, capacity, and resiliency features tailored for AI, cloud, and high‑performance computing workloads to unique locations outside of the typical metro markets.

In local and regional markets, competition has intensified with an increasing number of entrants and substitution products focused on access. We do have advantages with our on-net and near-net fiber buildings in our Kinetic markets along with our other Uniti Fiber Infrastructure markets. We prioritize strategic network-to-network interconnection points to meet growing demand and support customers’ multi‑year capacity plans.

Significant Customers

Following the Merger, no single customer, or group of related customers, represented 10% or more of our consolidated revenues and sales. For periods prior to the Merger, leasing revenues earned from Windstream under the Windstream Leases (as defined in Note 4 to our consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K) were approximately 68.3%, 68.3% and 67.3% of our total consolidated revenues and sales for the period January 1, 2025 to July 31, 2025, and for the years ended December 31, 2024 and 2023, respectively.

Government Regulation, Licensing and Enforcement

U.S. Telecommunications Regulatory Overview

As an ILEC and CLEC, we are subject to extensive and complex federal, state and local telecommunications laws and regulations. The Federal Communications Commission (“FCC”) regulates the provision of interstate and international telecommunications services, and state public utility commissions (“PUCs”) regulate intrastate telecommunications services. Federal and state telecommunications laws and regulations are wide-ranging, and violations of them can subject us to civil, criminal and administrative sanctions. Changes in laws and regulations and violations of federal or state laws or regulations by us could have a significant direct or indirect effect on our operations and financial condition, as detailed below and set forth under Item 1A. “Risk Factors—Risks Related to Our Business” of this Annual Report on Form 10-K.

As a telecommunications public utility provider, our operating subsidiaries hold licenses or other forms of authorization granted by the FCC and state PUCs. The FCC and PUCs can modify or terminate a service provider’s license or other authority to provide telecommunications services for failure to comply with applicable laws and regulations. The FCC and PUCs may also investigate our subsidiaries’ operations and may impose fines or other penalties for violations of the same. State regulatory agencies also have oversight over incumbent telephone companies’ interconnection with competitive providers, requiring the provision of non-discriminatory network access to certain network elements. Under the Federal Telecommunications Act of 1996, state regulatory commissions have jurisdiction to set certain rates, arbitrate, and review interconnection disputes and agreements between incumbent telephone companies and CLECs, in accordance with rules set by the FCC. In order to engage in certain transactions in some jurisdictions, including changes of control, the encumbrance of certain assets, the issuance of securities, the incurrence of indebtedness, the guarantee of indebtedness of other entities, including subsidiaries of ours, and the transfer of assets, we may be required to provide notice and/or obtain prior approval from certain governmental agencies. Failure to obtain required approvals could subject us to fines or other penalties.

Our subsidiaries are subject to a number of federal, state, and local regulations that govern the way we can conduct business. Such regulations may impose requirements and costs for our entities to operate and utilize local rights of way. They may also impose other operating costs on our businesses, including pricing restrictions on regulated basic voice services, further restrictions on pricing flexibility for other products, minimum service quality standards, service reporting, contributions to universal service, and other obligations. The FCC and certain states also require certain approvals or notifications to discontinue the use of certain telecommunications facilities and the provision of some services. Additionally, we are subject to oversight from certain federal and state agencies, including state attorneys general, which monitor and exercise oversight related to consumer protection matters, including matters that affect the communications industry. These agencies can choose to launch inquiries or investigations of our business practices in response to customer complaints or other customer service issues or disruptions. Such inquiries or investigations could result in enforcement actions, litigation, fines, settlements, and/or reputation harm.

In addition, a number of our subsidiaries provide services to customers within the FCC’s E-Rate and Rural Healthcare (“RHC”) programs. E-Rate and RHC programs are federally funded programs that provide discounts to assist eligible schools, libraries, and healthcare providers to fund the acquisition and operation of certain communications services and technology. These programs are administered by the USAC under the direction of the FCC. The E-Rate and RHC programs are subject to regulatory requirements that change often and require strict adherence to program requirements and deadlines. Failure to abide by program and regulatory requirements can result in loss of funding, claw back of prior funding, and fines or other sanctions. The E-Rate, RHC and other programs are funded by the Universal Service Fund (“USF”) program. While we are actively engaged on the USF reform topic we cannot predict with certainty future developments or changes to the regulatory environment with respect to the USF, E-Rate or RHC programs, or the impact such developments or changes would have on our business.

Regulatory Changes

Future revenues, costs, and capital investment in the communications sector could be adversely affected by material changes to, or decisions regarding the applicability of, government requirements, including, but not limited to, changes in rules governing carrier compensation, interconnection access to network facilities, state and federal USF support, consumer pricing regulations, rules governing the prices that can be charged for business data services, infrastructure location and siting rules, access to unbundled network elements, and other requirements. Federal and state communications laws and regulations may be amended in the future, and other new laws and regulations may affect our business. In addition, certain laws and regulations applicable to us and our competitors may be, and have been, challenged in the courts and could be vacated or modified at any time. We cannot predict future developments or changes to the regulatory environment or the impact such developments or changes would have on our business.

In addition, regulations could create significant compliance costs for us. Delays in obtaining FCC and PUC certifications and regulatory approvals could cause us to incur substantial legal and administrative expenses, and conditions imposed in connection with such approvals could adversely affect the rates that we are able to charge our customers. We may also be affected by legislation and/or regulation imposing new or additional obligations related to, for example, law enforcement assistance, cyber-security protection, intellectual property rights protections, environmental protections, consumer privacy, tax, or other areas. We cannot predict how any such future changes may impact our business, or the business of our tenants.

Privacy

All telecommunications providers, including Uniti, are subject to federal and state rules governing the privacy and handling of specified customer information. Among other things, these privacy-related rules obligate carriers to implement procedures to: protect specified customer information from inappropriate disclosure; obtain customer permission to use specified information in marketing; authenticate customers before disclosing account information; and periodically certify compliance with certain rules. Privacy-related legislation has been adopted in states in which we operate. Certain state requirements give consumers increased rights including the right to know what personal information is being collected about them and obtain a copy of such information, opt-out of the sale of personal information or sharing of personal information for purposes of certain targeted advertising, and to request the correction or deletion of this information. Complying with such laws, as well as other legislative and regulatory action related to privacy, could result in increased costs of compliance, claims against the Company or investigations related to compliance, and increased uncertainty in the use and availability of certain consumer data.

Environmental Matters

A wide variety of federal, state and local environmental and occupational health and safety laws and regulations affect telecommunications operations and facilities. These laws and regulations, and their enforcement, involve complex and varied requirements, and many such laws and regulations impose strict liability for violations. Some of these federal, state and local laws may directly impact us. Under various federal, state and local environmental laws, ordinances and regulations, an owner of real property, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property). The cost of any required remediation, removal, fines or personal property damages and the owner’s liability therefore could exceed or impair the value of the property and/or the assets of the owner. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral, which, in turn, could reduce revenues.

Human Capital Resources

Our Workforce

As of December 31, 2025, Uniti employed 8,632 team members with 1,997 team members covered by collective bargaining agreements. Our employees are our most important resource, and their success ultimately creates our own. Accordingly, we believe maintaining a supported and engaged workforce is essential to achieving our operational and strategic objectives.

We fuel their success by offering career growth, recognition and appreciation programs, fostering healthy work relationships, a positive and enjoyable work environment, empowerment, mentoring, and training and development opportunities. We aim to champion and nurture transparent, respectful, and collaborative work environments and consider our employees to be a critical asset in delivering long‑term value.

Competitive Pay, Benefits, and Well‑Being

Uniti seeks to attract and retain qualified employees by offering equitable compensation structures designed to reflect role responsibilities and regional benchmarks, along with high quality, comprehensive benefit plans and resources including care management and personal health care assistance, expert medical opinion services, telehealth, virtual physical therapy, diabetes and hypertension programs, tobacco cessation, fertility benefits, and others. We also have a robust Employee Assistance Program, a generous portfolio of mental and behavioral health resources, and provide a variety of supplemental medical and life insurance opportunities to protect and help employees manage personal priorities.

Uniti provides competitive financial benefits to all employees including a 401(k) retirement plan with a company match up to 4% of eligible employee contributions and health savings accounts for eligible health plans with an employer contribution. We also offer financial literacy training and counseling to support employees in making financial decisions and maximizing their retirement savings.

Eligible Uniti employees may participate in our Employee Stock Purchase Plan offering them the opportunity to purchase Uniti common stock at a discounted price.

Additionally, Uniti offers company and floating holidays along with the opportunity to use a generous paid volunteer time off program for teammates to invest time in their local communities.

Employee Development and Career Growth

Uniti invests in training and development to support employee performance, advancement, and long‑term career growth. Employees have access to a broad range of learning resources, including job‑specific training, leadership development programs, and communication and skill‑building courses. Uniti also offers an education‑reimbursement program for employees who meet established eligibility criteria.

Culture and Communication

Uniti seeks to maintain a workplace culture that emphasizes connection, collaboration, respect, and ethical behavior. We actively model our company values of “Customer Obsessed,” “Stronger Together,” “Make It Happen,” and “Operate Openly” in how we lead and operate.

For the last eight years Uniti has been certified as a Great Place to Work®. As a certified Great Place to Work®, our employees say they are treated fairly, are made to feel welcome, are proud to work at Uniti, and that the culture at Uniti is the best they have ever been involved in. 88% of our teammates agree that Uniti is a great place to work. Our people‑first culture is rooted in collaboration, accountability, and a shared commitment to excellence. We foster an environment where employees feel supported, empowered, and connected to our mission, enabling them to bring their best ideas and energy to work each day. This positive and inclusive atmosphere strengthens our organizational performance and reinforces the values that guide how we operate and serve our customers.

Uniti uses multiple channels to communicate operational updates, promote transparency, and support employee engagement including a companywide intranet, companywide and departmental communications, newsletters, live town halls, blog posts, and an internal podcast. We believe consistent, clear communication is essential to organizational effectiveness.

Dedication to Integrity and Ethical Conduct

Uniti maintains policies and procedures designed to promote ethical conduct, including standards of behavior applicable to all employees. Uniti maintains a strong ethical foundation through policies and a code of conduct that emphasizes responsibility, accountability, and transparency. Leadership is responsible for modeling integrity and accountability, and employees receive resources intended to assist in identifying, reporting, and preventing non‑compliant or unethical conduct.

Labor Relations

As of December 31, 2025, approximately 23% of our U.S. workforce was represented by a union. We have a long history of working with our union groups and regularly meet with union leaders to talk about key issues, including safety, customer service, operational processes, our business performance, and the impacts that changing technology and competition are having on our customers, our employees, and the Company. Uniti is committed to cultivating collaborative relationships with the unions representing our workers and to fostering an environment where open communication and respect for worker’s rights contribute to a thriving workplace. We respect our employees’ rights to voluntarily establish and join unions and similar associations without unlawful interference.

Future Commitment

Uniti intends to continue investing in human capital development, workplace culture, and employee well‑being. We believe these efforts support the long‑term interests of our stockholders, customers, and communities.

Available Information

Our principal executive offices are located at 2101 Riverfront Drive, Suite A, Little Rock, Arkansas 72202 and our telephone number is (501) 850-0820. We maintain a website at https://www.uniti.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available on our website, free of charge, as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the Securities and Exchange Commission. Our Exchange Act filings can also be found at https://www.sec.gov.

Current copies of our Working with Integrity Guidelines, Corporate Governance Guidelines, and the charters for our Audit, Compensation and Governance Committees are posted in the “Corporate Governance” section of the About Us page of our website at https://www.uniti.com.

Risks Related to our Business

Competition and overbuilding in consumer service areas and competition in business markets could reduce market share and adversely affect our results of operations and financial condition.

We face intense competitive pressures in our markets, including, but not limited to, competition from wireless companies, cable television companies, fixed wireless and satellite companies, and electric cooperatives in consumer service areas and other communications carriers or providers in business markets. Many competitors, especially wireless and cable television companies, have advantages, including substantially larger operational and financial resources, larger and more diverse networks, less stringent regulation, no carrier of last resort obligations and superior brand recognition. These entities may provide services that are competitive with the services we offer or intend to introduce.

Wireless companies also aggressively offer high-speed internet service via wireless technology to a larger geographic footprint. Customers are increasingly choosing to stop using traditional wireline phone and internet services and instead rely solely on wireless service. Cable television companies have aggressively expanded into consumer markets, offering voice, wireless and high-speed internet services in addition to video services. Some customers in the legacy Kinetic footprint have chosen to move to cable television providers for their voice, high-speed internet and television bundles. Cable television companies are subject to less stringent regulations than what we have to comply with for our consumer operations. Additionally, fixed wireless and satellite competition has contributed to a reduction in voice lines and generally has caused pricing pressure in the industry.

Additionally, some competitors have been awarded funding over a ten-year period starting in 2022 under the FCC’s Rural Digital Opportunity Fund (“RDOF”) program or state specific programs to expand broadband in and around the Kinetic consumer markets, increasing competitive pressures. Competition in the consumer markets could also increase as awards are determined under various state and federal broadband funding programs, including the Infrastructure Investment and Jobs Act, via the Broadband Equity Access and Deployment Program (“BEAD”), by states and municipalities, and state specific funding programs. While we are evaluating all appropriate funding opportunities, competitors receiving awards in our markets and adjacent markets, could affect our revenues in several ways, including accelerated consumer household loss, reductions by customers in usage-based services or shifts to less profitable services and a need to lower our prices or increase marketing expenses to stay competitive, especially if the competitors are allowed to overbuild existing facilities.

In certain business markets, we purchase significant amounts of network capacity from other carriers to provide service to customers. These network facilities are owned by companies that compete directly with us for business customers. For additional information, see the risk factor “In certain operating territories and/or at certain locations, we are dependent on other carriers to provide facilities used to offer service to customers.”

Our ability to compete effectively depends in part on the ability to achieve and maintain a competitive cost structure. Competition in consumer and business markets could affect future revenues and profitability in several ways, including being forced to lower prices or increase sales and marketing expense, accelerated consumer household loss, reductions by customers in usage-based services or shifts to less profitable services.

Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility.

As of December 31, 2025, we had outstanding long-term indebtedness of approximately $9.5 billion, consisting of senior secured and unsecured notes, ABS Notes, term loans and revolving credit facilities provided by a syndicate of banks and other financial institutions, which, as of December 31, 2025, provided for an aggregate committed amount of additional borrowings up to approximately $540.0 million. Additionally, in the first quarter of 2026, we completed refinancing transactions which included the issuance of $1.0 billion of 8.625% secured notes. Net proceeds from the debt issuance were used to repay the $500.0 million senior secured first lien term loan facility due 2031 and for general corporate purposes, including the repayment of outstanding debt. In addition, we issued $960.1 million of secured fiber network revenue term notes with an anticipated repayment date in February 2031. The Company intends to use the net proceeds from the offering for general corporate purposes, including funding of success-based capital expenditures and the repayment of outstanding debt. As of February 23, 2026, we had outstanding long-term indebtedness of approximately $10.7 billion.

Further, any significant additional indebtedness that we may incur could require a substantial portion of cash flow to make interest and principal payments due on such indebtedness, limiting the ability to borrow additional amounts for working capital, capital expenditures or debt services requirements to execute the go-forward business strategy or other purposes. Greater demands on cash resources may reduce funds available to us to make capital expenditures and acquisitions or carry out other aspects of the business strategy. Increased indebtedness can also (i) limit our ability to adjust rapidly to changing market conditions, (ii) make us more vulnerable to general adverse economic and industry conditions, (iii) create competitive disadvantages compared to other companies with relatively lower debt levels, (iv) expose us to increased interest rate risk to the extent that our debt obligations are subject to variable interests rates or if we need to refinance existing debt that bears interest at a rate lower than current market rates, (v) adversely affect customers, vendors, employees or creditors’ perception of us and (vi) increase the risk that we may not meet the financial or non-financial covenants contained in debt agreements or timely make all required debt payments, either of which could result in the acceleration of some or all of our outstanding indebtedness.

Cybersecurity incidents could have a material adverse effect on our business, results of operations and financial condition.

Network and information systems and other technologies, including those related to network management, customer service operations, employee data, and the products and services that we provide, are critical to our business activities. Cybersecurity attacks or incidents or unauthorized access to or disruption of the operation of our networks and systems and those of our suppliers, vendors and other services providers, have in the past and could in the future (i) disrupt the proper functioning of networks and systems, which could in turn disrupt the service to be provided to customers, (ii) result in the destruction, loss, theft, misappropriation or release of proprietary, confidential, personal, sensitive, classified or otherwise valuable information of ours, our employees, customers or our customers’ end users, (iii) require us to notify customers, regulatory agencies or the public of such cybersecurity attacks or incidents, (iv) damage our reputation or result in a loss of business and revenue or require customer credits or incentives to retain customers, (v) subject us to claims or lawsuits by customers, vendors, or regulators for damages, fines, penalties, license or permit revocations or other remedies, (vi) result in the loss of industry certifications or (vii) require significant management attention or financial resources to remedy the resulting damages or to change systems. Any of the foregoing could have a material adverse effect on our business, our results of operations and financial condition.

As cybersecurity threats become increasingly sophisticated and severe, particularly with the use of Artificial Intelligence (“AI”) and machine learning by cybercriminals, the proliferation of organized cybercrime groups, hackers, terrorists, and other external parties, including foreign and state-supported actors, the increasing public awareness of the importance of safeguarding personal information, and the growing volume of legislation adopted or being considered regarding data privacy and cybersecurity, cybersecurity-related risks have increased, and will continue to increase. Additionally, cyberattacks may be difficult to detect for long periods of time and a post-attack investigation may not be able to ascertain the entire scope of an attack’s impact. Thus, we may be required to expend significant costs and additional resources on cybersecurity risk management to continue to modify or enhance protective measures or to remediate any cybersecurity vulnerabilities or other exposures.

We are subject to state and federal laws and regulations relating to privacy and data protection including regulations promulgated by the FCC and a number of state privacy laws that include significant penalties for non-compliance. Attention to privacy and data security requirements is increasing at all levels of government globally, and privacy-related legislation is under consideration in many locations. Such developments could cause impacts to our operations, increased legal risk, reputational harm or compliance costs.

We have in place data privacy and cybersecurity policies and other internal controls to safeguard and protect against misuse or loss of confidential, proprietary, sensitive, personal and other nonpublic information, including sensitive customer and employee information that may be stored for business purposes and policies and other internal controls to safeguard and protect against malicious interference with networks and information technology infrastructure and related systems and technology, as well as misappropriation of data and other malfeasance. However, we cannot completely eliminate these risks or future unknown risks associated with cybersecurity incidents or threat actors. This risk is elevated when there are wars, armed conflicts, or military actions occurring globally, or when there is general global political unrest.

Any failure of the physical or internal systems infrastructure or services could lead to significant costs and disruptions.

Our business depends on providing customers with reliable services. The services provided are subject to disruption, degradation or failure resulting from numerous factors, including human error, aging infrastructure and legacy technologies, power loss, improper maintenance, physical or electronic security breaches, fire, earthquake, hurricane, flood and other natural disasters, water damage, vandalism, particularly theft of our copper cables utilized to provide services, the effect of war, terrorism and any related conflicts or similar events worldwide, and sabotage. From time to time in the ordinary course of business, we expect that we will experience disruptions in our service due to factors such as cable damage, fiber cuts (particularly in rural areas without redundant fiber networks), inclement weather and service failures of our third-party service providers. Additionally, we could face disruptions due to capacity limitations as a result of changes in our customers’ high-speed internet usage patterns, resulting in a significant increase in the utilization of our network. We may not be able to efficiently upgrade or change our networks or facilities to meet new demands without incurring significant costs that we may not be able to pass on to customers.

We also rely on software and systems to process, transmit and store electronic information and to manage or support a variety of business processes, including financial transactions and maintenance of records, which includes customers’ proprietary business information and certain sensitive customer and employee information. Although we take steps to protect the security of the data maintained in these systems, it is possible that the security measures will not be able to prevent the breach or improper functioning of our systems. Any failure to maintain proper function, security and availability of the systems could interrupt operations, damage our reputation, subject us to liability claims or regulatory penalties and could materially and adversely affect our business, results of operations and financial condition.

Rapid changes in technology could affect our ability to compete.

The technology used to deliver communications services changes rapidly, requiring investment to stay abreast of the changes. Wireless and satellite companies are aggressively developing networks using next-generation data technologies, which are capable of delivering high-speed internet service via wireless technology to a larger geographic footprint at lower costs. If these technologies continue to expand in availability and reliability, they could become a cost-effective alternative to high-speed internet services, further increasing competition, especially in consumer areas. In addition, cable operators continue to develop technology to deploy faster broadband speeds, and such deployment may be done more rapidly by cable operators than by us. Although we use fiber optics in parts of our networks and continue to expand and enhance our fiber network, we still rely on copper transport media to serve customers in certain areas.

Additionally, AI technology continues to develop in a highly competitive and rapidly evolving environment by a wide variety of technology companies, many of which are dedicating substantial resources to research and development initiatives. We may utilize AI technology in the delivery of services to customers but may choose to or need to limit its use due to associated costs. AI presents various challenges, its use could have unintended adverse consequences, and any use of AI may give rise to risks related to harmful content, inaccurate output, bias, intellectual property infringement or misappropriation, defamation, privacy incidents, and cybersecurity vulnerabilities, among others. The European Union and other governmental bodies have taken initial steps to regulate AI, which could ultimately increase AI’s legal risks or decrease its usefulness. Thus, there is no assurance that any use of AI will not cause harm to our business, operations or reputation or give rise to significant costs.

If we are unable to keep up with changes and leverage next generation technology, or make the capital expenditures necessary to continue to leverage the latest technology, we may not be able to offer competitive services to our customers. This could adversely affect our ability to compete for consumers and business customers, which, in turn, would adversely affect results of operations and financial condition.

Continuous increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers.

Broadband consumption continues to increase, and, as a result, could require significant capital expenditures to increase network capacity to avoid service disruptions or reduced capacity for customers. While we believe demand for these services may drive customers to pay for faster internet speeds offered as part of our premium services, we may not be able to recover the costs of the necessary network investments. This could result in an adverse impact to our results of operations and financial condition.

In certain operating territories and/or at certain locations, we are dependent on other carriers to provide facilities used to offer service to customers.

In certain markets and/or at certain locations, we purchase a significant portion of our network capacity from other carriers. These carriers compete directly with us for customers. Availability and pricing of these services can be volatile and subject to change.

Because providers may be able to deny or limit access to capacity regarding certain services, we may not be able to effectively compete in some of our markets going forward. Also, if the provider does not adequately maintain or timely install its own facilities, despite legal obligations, service to customers may be adversely affected. As a result of all these items, our competitive position, operations, financial condition and operating results could be materially affected.

Our operations require sufficient access to liquidity to fund our cash needs; if funds are not available when needed, this could affect service to customers and growth opportunities and have a material adverse impact on our business and financial position.

We require substantial capital to maintain and enhance our network and build-out new fiber networks, even if there are matching funds under state or federal broadband programs, to remain competitive. While we expect to be able to fund required capital expenditures, other operating expenses (including debt service obligations) and intra-company obligations from cash generated from operations and borrowings under credit facilities, other risk factors described in this section, such as (i) the risks related to our substantial consolidated indebtedness, which will require a substantial portion of cash flow to make interest and principal payments due on such indebtedness, limiting the ability to borrow additional amounts for working capital or other expenditures and (ii) the risks related to reliance on government funding and the adverse impact upon expected revenue and operating results should we be prohibited from participating in such government programs, could materially reduce cash available from operations or significantly increase capital expenditure requirements. For more information, see the risk factors “Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility.” and “If we are prohibited from participating in government programs, results of operations could be materially and adversely affected.” If any of these risks are realized, funds for capital expenditures may not be available when needed, which could affect service to customers and growth opportunities. We may also need to access the capital markets to generate additional funds in an amount sufficient to fund our business operations, announced investment activities, capital expenditures, debt service and other obligations and may seek to access the equity and debt capital markets when market conditions are appropriate. The amount, nature and timing of any capital markets transactions will depend on, among other things, operating performance and other circumstances; then-current commitments and obligations; the amount, nature and timing of capital requirements; any limitations imposed by current credit arrangements; and overall market conditions. If forward-looking expectations about our liquidity prove to be incorrect or if we are unable to access the capital markets as anticipated, we would be subject to a shortfall in liquidity in the future which could lead to a reduction in capital expenditures and, in an extreme case, our ability to pay debt service obligations on a timely basis or at all.

If we are prohibited from participating in government programs, results of operations could be materially and adversely affected.

We are the recipient of a meaningful amount of end user revenue and government funding under various government programs, including broadband funding programs, and Universal Service Funding on a state and federal level. If we do not continue to qualify for participation in these programs for any reason, or qualify for less than our current or anticipated funding, or if these programs are phased out without a replacement, due to changes in the law or lack of funding, our financial and operating condition could be materially impaired.

Additionally, as a government contractor for services for various state, local and federal agencies, the failure to comply with the complex government regulations, changes to government regulations, executive orders, federal or state mandates or statutes applicable to the programs, or the terms of one or more of our government contracts, could result in suspension or debarment from future government programs for a significant period of time or result in harm to our reputation with the government and possible restriction from future government activities. While we have compliance programs and internal controls that are reasonably designed to prevent misconduct and non-compliance relating to the government programs and contracting, we cannot eliminate the risk that employees, partners or subcontractors may independently engage in such activities.

If we are suspended or debarred from government programs, or if government contracts are terminated for any reason, we could suffer a significant reduction in expected revenue which could have a material and adverse effect on operating results.

We are subject to various forms of regulation from the FCC and state regulatory commissions, which limit pricing flexibility for regulated voice and high-speed internet products, subject us to service quality, service reporting and other obligations and expose us to the reduction of revenue from changes to the USF, the inter-carrier compensation system, or access to interconnection with competitors’ facilities.

We are subject to various forms of regulation from the regulatory commissions in each state where our service territory is located, as well as from the FCC. In some circumstances, these regulations restrict the ability to adjust rates to reflect market conditions and may affect the ability to compete and respond to changing industry conditions. Thus, future revenues, costs, and capital investment in our business could be adversely affected by applicability of government requirements. Certain competitors, especially cable competitors, are generally subject to less stringent regulations, and cable voice offerings and others are subject to fewer service quality and reporting requirements, and their rates are generally not subject to regulation.

Consumer areas also may be subject to “carrier of last resort” obligations, which generally obligate the company to provide basic voice services to any person within our service area regardless of the profitability of the customer. Competitors in these areas are not subject to such requirements. Because of these regulatory disparities, we have less flexibility in our markets than competitors, impeding our ability to compete on an equal basis, which could result in future revenue losses.

In addition, these regulations could create significant compliance costs. Delays in obtaining certifications and regulatory approvals could cause substantial legal and administrative expenses, and conditions imposed in connection with such approvals could adversely affect the rates charged to customers. The business also may be affected by legislation and regulation imposing new or greater obligations related to, for example, implementing anti-digital discrimination requirements, assisting law enforcement, bolstering homeland and cyber-security measures, protecting intellectual property rights of third parties, minimizing environmental impacts and implementing sustainability measures, protecting customer privacy, or addressing other issues that affect the communications industry.

Legislative and regulatory activity has recently increased, particularly with respect to broadband networks. For example, Congress approved tens of billions of dollars in funding for broadband deployment pursuant to BEAD, but BEAD comes with “Buy America” supply requirements that may be difficult to comply with if there are equipment shortages. States and localities are also increasingly proposing new regulations impacting communications services, including new privacy laws. Any of these regulations could significantly affect our business and legal and compliance costs. In addition, U.S. and foreign regulators and courts could adopt new interpretations of existing competition, privacy, cyber or antitrust laws or enact new laws or regulatory tools that could negatively impact our businesses. We are unable to predict the outcome or effects of any of these potential actions or any other legislative or regulatory proposals on our businesses.

We are currently facing claims, and in the future we may face additional claims and new compliance, regulatory or other obligations or liabilities, relating to lead contained in copper network assets.

There have been media articles alleging that lead-clad telecommunications cables are an environmental and health and safety risk. We may become involved in litigation relating to the subject matter of these assertions or be subject to claims, governmental, employee and union inquiries, potentially new regulation or legislation, investigations and remedial or other obligations or other obligations relating to lead-clad cables and may incur significant expenses addressing such matters or complying with any new regulation or legislation or other obligations or liabilities, which could have a material adverse effect on our business, financial condition and results of operations.

The level of returns on pension plan investments and changes to the actuarial assumptions used to value pension obligations could have a material effect on earnings and result in material funding requirements to meet pension obligations, impacting available cash.

Pension plan investments acquired from Windstream are exposed to changes in the financial markets. Returns generated on plan assets have historically funded a large portion of the benefits paid under the Windstream pension plan. Funding requirements may increase as a result of a decline in the market value of plan assets, a decline in the interest rates used to calculate the present value of future plan obligations or government regulations that increase minimum funding requirements of the pension liability, which could adversely affect cash flows from operations. Also, reductions in discount rates and extensions of participant mortality rates directly increase pension liability and expose us to greater funding obligations in the future.

We may pursue acquisitions and seek other strategic opportunities, which may result in the use of a significant amount of management resources or significant costs, and we may not fully realize the potential benefits of such transactions.

We intend to pursue acquisitions and seek other strategic opportunities. Accordingly, we expect in the future to be engaged in evaluating potential transactions and other strategic alternatives which may devote a significant amount of our management resources, which could negatively impact operations. We may incur significant costs in connection with seeking acquisitions or other strategic opportunities regardless of whether the underlying transactions are completed. In the event that we consummate an acquisition or strategic alternative in the future, there is no assurance that we would fully realize the potential benefits of such a transaction. Integration may be difficult and unpredictable, and acquisition-related integration costs, including certain non-recurring charges, could materially and adversely affect results of operations. Moreover, integrating assets and businesses may significantly burden management and internal resources, including the potential loss or unavailability of key personnel. If we fail to successfully integrate the assets and businesses we acquire, we may not fully realize the potential expected benefits of such transaction, and operating results could be adversely affected.

Any further impairment of our goodwill would negatively impact our financial condition.

Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. Impairment may result from significant changes in the manner of use of the acquired assets, negative industry or economic trends and/or any changes in the key assumptions regarding fair value. The extent to which the fair value of net assets acquired in business combinations is ultimately impacted will depend on numerous evolving factors that are presently uncertain and which we may not be able to predict. Although we assess potential impairment of its goodwill on an annual basis, negative industry or economic trends and/or any changes in key assumptions regarding our fair value may cause us to perform an interim analysis of goodwill and to report an impairment charge in the future, which could have a significant adverse impact on our reported earnings. At December 31, 2025, we had $1,158.3 million of goodwill on our consolidated balance sheet.

We may need to defend against lawsuits or claims of infringement, misappropriation or other violation of the intellectual property rights of others.

We have in the past, and we may in the future, face claims or lawsuits from third parties, claiming infringement upon our intellectual property rights. In certain situations, we may have the ability to seek indemnification from vendors regarding these lawsuits or claims. If we cannot enforce indemnification rights or if vendors lack the financial means to provide indemnity, these claims may require significant time and money to defend and divert the attention and resources of management and key personnel from our business operations, even if we were to prevail in the lawsuits or claims against us. If such third-party intellectual property rights are successfully asserted against us, it could have adverse effects on our business, including requiring that we (i) pay substantial damages, or ongoing royalty payments, (ii) seek a license from the owner of the asserted intellectual property, which license may not be available on reasonable terms, or at all, (iii) comply with other unfavorable terms or (iv) establish and maintain alternative branding for its products and services. In addition, in responding to these claims or lawsuits, we may be required to stop selling or using, or redesigning, one or more of our products or services, which could adversely affect the way we plan to conduct business. Any of the foregoing events may result in an adverse impact to our results of operations and financial condition.

Key suppliers may experience financial or operational difficulties that may adversely affect our operations.

We purchase a significant amount of goods and equipment from a small number of key suppliers. Should these suppliers breach, terminate or elect not to renew their agreements or otherwise fail to perform their obligations in a timely manner, experience operating or financial difficulties, be unable to provide the goods or equipment, be unable to procure component parts for the goods and equipment purchased from them, or experience negative impacts to their operations, including due to implementation of tariffs, trade wars, epidemics, pandemics, diseases, armed conflicts, military actions or wars, their issues could adversely affect the business as a result of increased prices to source goods and equipment through alternative vendors or result in delays or cancellation in delivery of equipment and goods needed to provide services or to maintain or enhance the network. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

Adverse developments in the relationship with employees and labor unions or the ability to hire and retain key personnel could adversely affect our business, results of operations and financial condition.

The ability to successfully operate the business depends on the contributions of employees, especially key personnel. The loss or unavailability for any reason of key members of the workforce could have a material impact on our business. It may be difficult to hire or retain key personnel, and replace those who leave, which could impair execution of strategies and operational initiatives, thereby having an adverse effect on the financial condition and results of operations.

Additionally, we are party to collective bargaining agreements with several unions. While relationships with these unions generally have been satisfactory, and historically, legacy Windstream has succeeded in negotiating new collective bargaining agreements without work stoppages, no assurances can be given that we will succeed in negotiating new collective bargaining agreements to replace the expiring ones without work stoppages. Increases in organizational activity or any future work stoppages could have a material adverse effect on our business, results of operations and financial condition.

Unforeseen events could adversely affect our operations, business, and reputation.

We could be negatively impacted by unforeseen events, such as extreme weather events, natural disasters (including as a result of any potential effects of climate change), acts of vandalism or terrorism, or outbreak of highly infectious or contagious diseases. For example, the COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets, and another pandemic or other unforeseen event in the future could do the same. Also, global climate change could result in increased frequency of certain types of natural disasters and extreme weather events that could adversely impact our network. We cannot predict with certainty the rate at which climate change is occurring or the potential direct or indirect impacts of climate change to the business. Any such unforeseen events could, among other things, damage or delay deployment of our communication infrastructure, interrupt or delay service to customers, potentially resulting in legal claims or penalties, disruption in operations, damage to our reputation, negative market perception, or costly response measures, each of which could adversely affect the business.

We are dependent on the communications industry and may be susceptible to the risks associated with it, including general weak economic conditions, which could materially adversely affect our business, financial position or results of operations.

Our success is dependent on the communications industry and its participants, which could be adversely affected by economic conditions in general, including any impacts from inflation, tariffs that may be implemented that could cause supply chain disruption, changes in consumer trends and preferences, changes in communications technology designed to enhance the efficiency of communications distribution systems (including lit fiber networks and wireless equipment), and other factors over which we and our tenants have no control. A decrease in the communications business or development and implementation of any such new technologies would likely have an adverse effect on our revenues. In addition, we originate and terminate calls for long-distance and other voice carriers over our network in exchange for access charges that will generate a significant portion of our revenues. If these carriers go bankrupt or experience substantial financial difficulties and are unable to timely make payments, it may have a negative effect on our results of operations and financial condition.

Weak economic conditions and disruptions in the global financial markets, such as higher interest rates, may impact our ability to obtain financing or to refinance existing debt on acceptable terms, if at all, which could increase the cost of borrowings over time. Further, inflationary pressures in the United States may also have negative impacts on cost structure and pricing models and may impact the ability of third parties (including advertisers, customers, suppliers, wholesale distributors and retailers, among others) to satisfy their obligations to us.

Failure to realize the benefits expected from the Merger could adversely affect the value of our Common Stock.

There can be no assurance that we will actually realize any of the benefits expected from the Merger or realize such benefits within the anticipated timeframe. Anticipated benefits from the Merger include lower costs, increased revenues, synergies and growth opportunities. Achieving these benefits will depend, in part, on our ability to combine the businesses successfully and efficiently. The challenges involved in this combination, which will be complex and time consuming, include the following:

• preserving legacy Uniti’s and Windstream’s customer and other important relationships and attracting new business and operational relationships;
• integrating financial forecasting and controls, procedures and reporting cycles;
• consolidating and integrating corporate, information technology, finance and administrative infrastructures; and
• integrating employees and related HR systems and benefits, maintaining employee morale and retaining key employees.

If we do not successfully manage these issues and the other challenges inherent in the Merger, then we may not achieve the anticipated benefits on the anticipated timeframe or at all and our revenue, expenses, operating results and financial condition and stock price could be materially adversely affected.

Risks Related to Our Common Stock

Our stock price may fluctuate significantly.

The trading price of our Common Stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

• market conditions in the broader stock market in general, or in our industry in particular;
• actual or anticipated fluctuations in our quarterly financial and operating results;
• introduction of new products and services by us or our competitors;
• issuance of new or changed securities analysts’ reports or recommendations;
• sales of large blocks of our stock;
• additions or departures of key personnel;
• regulatory developments;
• litigation and governmental investigations; and
• economic and political conditions or events.

These and the other factors described herein may cause the market price and demand for our Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of Common Stock and may otherwise negatively affect the liquidity of our Common Stock. In addition, in the past, when the market price of legacy Uniti and Windstream stock has been volatile, holders of that stock have instituted securities class action litigation against them. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

Insiders, including Elliott and its affiliates, could limit your ability to influence the outcome of key transactions, including a change of control.

Our two largest stockholders, directors and executive officers and entities affiliated with them own approximately 36.1% of the outstanding shares of our Common Stock (before giving effect to the exercise of warrants or any potential conversion of our preferred stock (“Preferred Stock”) into Common Stock). In particular, Elliott Investment Management, L.P. (“Elliott”) and its affiliates own approximately 25.2% of such Common Stock. As a result, subject to certain stockholder agreements, these stockholders would be able to influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. Further, pursuant to the Elliott Stockholder Agreement, Elliott has the right, subject to certain requirements, to select a number of director designees equal to (a) two (or, in the event the number of directors on the Board is greater than nine, a number that would result in the number of designees representing 20% of the directors then comprising the Board), for so long as Elliott and its controlled affiliates collectively beneficially own at least 50% of the shares of Common Stock that they held as of the date of the Elliott Stockholder Agreement and (b) one (or, in the event the number of directors on the Board is greater than nine, a number that would result in the number of designees representing 10% of the directors then comprising the Board), for so long as Elliott and its controlled affiliates collectively beneficially own at least 25% but less than 50% of such shares of Common Stock.

Our largest stockholders, including Elliott and its affiliates, may also have interests that differ from yours, including as a result of holding other investments, and may vote in a way with which you disagree and which may be adverse to your interests. For example, Elliott has made an investment in Crown Castle Inc., and appointed two new directors to the board of Crown Castle in connection with a cooperation agreement between Elliott and Crown Castle. Elliott has also made investments in other FCC-licensed companies that do not currently directly compete with legacy Windstream, and, in the future, Elliott could make investments in other telecommunication assets or portfolio companies that could compete with us, which could result in Elliott having interests that differ from those of other Uniti stockholders. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our Common Stock.

Our certificate of incorporation includes a corporate opportunity waiver.

To the fullest extent permitted under the Delaware General Corporation Law (“DGCL”), our certificate of incorporation renounces any interest or expectancy of Uniti in, or in being offered an opportunity to participate in, business opportunities that are presented to our directors or stockholders other than those directors or stockholders who are employees of Uniti. Our significant stockholders, including Elliott, certain legacy Windstream and Uniti investors, our non-employee directors and their respective affiliates will not (to the fullest extent permitted by applicable law) have any liability to us for any breach of fiduciary duty for engaging in any such activities or from not disclosing any corporate opportunities to us or from pursuing or acquiring such opportunities themselves or offering or directing such opportunities to any other person. As a result of these provisions, we may be not be offered certain corporate opportunities which could be beneficial, or our significant stockholders, including Elliott, certain other Windstream investors (the “Legacy Investors”), our non-employee directors or their respective affiliates may direct such opportunities to certain other businesses in which they are engaged (or such other businesses may otherwise pursue such opportunities) causing them to compete with us, which may cause such opportunities not to be available to us or to become more expensive or difficult for us to pursue, which could adversely impact our business or prospects. By being a stockholder in Uniti, you will be deemed to have notice of and have consented to these provisions of our certificate of incorporation.

Some provisions of Delaware law and our certificate of incorporation and bylaws may deter third parties from acquiring us.

Our certificate of incorporation and bylaws provide for, among other things:

• the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
• advance notice requirements for stockholder proposals; and
• a “synthetic” anti-takeover provision in lieu of the statutory protections of Section 203 of the DGCL.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions than you desire.

We do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the development and growth of our business. We do not intend to pay any dividends to holders of our common stock for the foreseeable future. As a result, capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock.

The redemption or repurchase of our Preferred Stock may result in significant dilution and/or cash expenditures.

We may redeem our Preferred Stock at our option at any time at a price per share equal to (i) for the first three years after the initial issuance thereof, $1,400 minus any cash dividends paid on such shares of Preferred Stock and (ii) thereafter, 100% of the liquidation preference of the Preferred Stock to be redeemed plus accrued and unpaid dividends on such shares. In addition, following the tenth anniversary of the initial issuance of the Preferred Stock, affiliates of Elliott may, subject to certain constraints, require us to repurchase the Preferred Stock at a price equal to 100% of the liquidation preference of the shares to be repurchased plus accrued and unpaid dividends on such shares. Under the terms of the Preferred Stock, we may elect to settle any redemption or repurchase in cash or shares of Common Stock (valued at the time of issuance); provided, however, that, subject to certain conditions, a holder of the Preferred Stock may require us to settle any redemption or repurchase of its Preferred Stock in shares of Common Stock, subject to a cap. In the event we settle a redemption or repurchase of the Preferred Stock with shares of Common Stock, our common stockholders will experience dilution, which may be significant. If we settle any redemption or repurchase with cash, such cash amounts may be significant and may require us to incur incremental indebtedness, which may impact our financial position and constrain our operational flexibility.

Sales of substantial amounts of our Common Stock in the open market by the Elliott Stockholders, the Legacy Investors or any of their respective affiliates could depress our stock price.

Shares of our Common Stock that were issued to the Elliott Stockholders, the Legacy Investors or any of their respective controlled affiliates in connection with the Merger became freely tradable following the six-month anniversary of the Closing Date, once registered pursuant to the Registration Rights Agreement or sold in compliance with Rule 144 promulgated under the 1933 Act. Pursuant to the Registration Rights Agreement, the Elliott Stockholders and the Legacy Investors have customary piggyback and demand rights, with demands limited to two for each of the Elliott Stockholders and the Legacy Investors and an additional four shelf takedowns for each of the Elliott Stockholders and the Legacy Investors, subject to increases in connection with certain redemptions or repurchases of the Preferred Stock that are settled in Common Stock.

Such persons may wish to dispose of some or all of their interests in Uniti, and as a result may seek to sell their shares of Common Stock. These sales (or the perception that these sales may occur), coupled with the increase in the number of outstanding shares of Common Stock, may affect the market for, and the market price of, Common Stock in an adverse manner.

Risk Management and Strategy

The Company has established an information security program to assess, identify and manage material risks from cybersecurity threats, which is an integral part of the Company's overall enterprise risk management program. This program is established at the executive level, with regular reporting to, and oversight by, the Board of Directors as described below.

As part of the Company’s information security program, the Company maintains written policies and procedures, such as the Information Security Policy and the Company’s Incident Response Plan, which identify how cybersecurity measures and controls are developed, implemented, and regularly reviewed and updated. The Company’s Information Security Policy identifies security controls, appropriate use, and user responsibilities for the organization that are in place to identify and manage the risk of a cybersecurity incident.

The Company has implemented a set of controls to manage information risk, utilizing controls from multiple security frameworks, specifically ISO 27001, and the Payment Card Industry (“PCI”) Data Security Standard. The Company also conducts various internal and external information risk assessments each year, which are based on nationally accepted standards, including annual compliance required assessments, such as PCI and Sarbanes-Oxley Act of 2002 (“SOX”) audits, as well as ad-hoc assessments driven by emerging risks, changes in the Company’s environment, or benchmark/roadmap needs. Risks identified in such assessments are considered for inclusion in the Company’s risk portfolio and are then prioritized and addressed as needed through the Company’s broader information security programs and policies. The risk assessment along with risk-based analysis and judgment are used to select security controls to address risks. During this process, the following factors, among others, are considered: likelihood and severity of risk, impact on the Company and others if a risk materializes, feasibility and cost of controls, and impact of controls on operations and others. Specific controls that are used to some extent include endpoint threat detection and response, identity and access management, privileged access management, logging and monitoring involving the use of security information and event management, multi-factor authentication, firewalls and intrusion detection and prevention, encryption, and vulnerability and patch management.

Although the risks from cyber threats have not materially affected our business strategy, results of operations, or financial condition to date, we continue to closely monitor cyber risk. To protect its information and cyber assets, the Company conducts appropriate cybersecurity exercises and training. For example, employees must complete cybersecurity training at least annually, which educates our employees on the Company’s policies and procedures for incident reporting, and avoiding common cybersecurity threats such as phishing attacks.

Additionally, the Company leverages third-party security firms in different capacities to implement or operate various aspects of the Company’s information security program, including to conduct risk assessments, vulnerability scans, and penetration testing based on nationally accepted standards. The Company uses a variety of processes to address cybersecurity threats related to the use of third-party technology and services, such as requiring an independent assessment of the third party’s information security controls where appropriate. As part of the Company’s process to continuously improve its information security programs, the Company also engages third-party subject matter experts to assess and evaluate the effectiveness of various aspects of the Company’s information security program.

The Company (or the third parties on which it relies) may not be able to fully, continuously, and effectively implement security controls as intended. We utilize a risk-based approach and judgment to determine the security controls to implement, and it is possible we may not implement appropriate controls if we do not recognize or underestimate a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks and events, when detected by security tools or third parties, may not always be immediately understood or acted upon.

Board Governance and Management

Cybersecurity risk is managed as an enterprise risk in the Company’s enterprise risk management process. At the highest level, the Company’s program includes multi-layered governance by management, the Audit Committee and the Board of Directors.

Ultimate responsibility for risk oversight and management generally lies with the Board. To effectively manage oversight of our cybersecurity risk management practices, the Board has delegated such responsibility to the Company’s Audit Committee. The Company’s Chief Information Officer (“CIO”) and the Company's Chief Information Security Officer ("CISO") provide reports to either the Audit Committee or the full Board on a quarterly basis on various matters, including current and emerging cybersecurity risks to the Company, internal and external assessments of the Company’s information security program, and a roadmap of projects to manage its information security posture. In the event of any significant cybersecurity incidents, the Company’s Incident Response Plan outlines the process to escalate communications to the Audit Committee and/or the full Board between the quarterly updates on an ad hoc basis.

At the executive and management level, the CIO has primary responsibility for the development, operation, and maintenance of the Company’s information security program. Our CIO has 20 years of experience in technology risk management, 12 of which have been with the Company (or its predecessors and affiliates). In addition to the CIO, the Company’s CISO under the direction of the CIO, implements and provides governance and functional oversight for cybersecurity controls and services. Information security processes include escalation of certain risks and incidents to the CIO and the executive team and quarterly dashboards also used to update the risk landscape.

Overall, the Company has implemented tactical processes for assessing, identifying, and managing material risks from cybersecurity threats to the Company including governance at the Board level and accountability in our executive management for the execution of the Company’s cyber risk management strategy and the controls designed to protect its operations. In addition, we maintain cyber insurance that is designed to protect us against certain losses related to cyber risks, and we believe the amount and scope of this insurance are customary for similarly situated companies in the telecommunications industry. See Item 1A. "Risk Factors" for additional information regarding the Company’s cybersecurity risks. Those sections of Item 1A should be read in conjunction with this Item 1C.

Uniti and its subsidiaries own or lease approximately 240,000 fiber network route miles, representing approximately 11.2 million fiber strand miles, and approximately 282,000 route miles of copper cable lines, across 47 states. In addition, our property, plant and equipment includes central office equipment, office and warehouse facilities, customer premise equipment, furniture, fixtures, vehicles, machinery, and other equipment and software used by each of our three business segments, Kinetic, Uniti Solutions and Fiber Infrastructure, in the distribution of telecommunications products and services.

Below is a geographic distribution summary of our fiber and copper route miles by state as of December 31, 2025:

(1) Includes 13 states.

A description of legal proceedings can be found in Note 19 to our consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K and is incorporated by reference into this Item 3.

The following management’s discussion and analysis of financial condition and results of operations describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition, as well as our critical accounting estimates.

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 more than 500,000 residential fiber customers, with a network that includes approximately 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 11 and 15 to our accompanying consolidated financial statements contained in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K 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, 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.

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 a taxable transaction for U.S. federal income tax purposes. In connection with the Merger, the Company received a favorable private letter ruling from the Internal Revenue Service regarding certain U.S. federal income tax consequences of a proposed post-closing restructuring, which was effected after the Merger. As a result of the post-closing restructuring, the Company obtained a step-up in the tax basis of certain assets of Old Uniti. See Notes 1 and 4 to the consolidated financial statements for additional information regarding the Merger.

The Merger was accounted for as a reverse merger using the acquisition method of accounting, with Windstream treated as the legal acquirer and Old Uniti treated as the accounting acquirer. 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.

Segments

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

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

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

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

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

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

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

Interest expense and 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 (expense), net, and income tax 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 Restructuring Subsequent to Merger

Upon the completion of the Merger, the existing indebtedness of Old Uniti and Windstream remained separate within its respective organizational structure under the Company. As further discussed in Note 7 to the consolidated financial statements, on August 4, 2025, among other transactions, Uniti Group LP, the borrower under Old Uniti’s indebtedness, was merged with and into Uniti Services LLC (formerly known as Windstream Services, LLC (“Uniti Services”)), the borrower under Windstream’s indebtedness, as part of an internal reorganization (the “Internal Reorganization”). Accordingly, all of the existing indebtedness of Old Uniti and Windstream became obligations of the same borrowing entity, and each subsidiary of Old Uniti that had guaranteed its debt, guaranteed the existing debt of Windstream and vice versa. In connection with the Internal Reorganization, the Windstream revolving credit facility became pari passu with the other first lien debt of both entities and the restrictive covenants within the Old Uniti and Windstream indebtedness preventing Old Uniti and Windstream to efficiently operate together were effectively eliminated.

Debt Refinancing Transactions Completed in the Fourth Quarter of 2025

As further discussed in Note 7 to the consolidated financial statements, in October 2025, certain of our subsidiaries completed refinancing transactions which included the issuance of $1.4 billion of 7.50% senior secured notes due 2033, as well as a new seven-year $1.0 billion term loan maturing in 2032. Net proceeds from the debt issuance were used to fund the redemption in full of the outstanding 10.50% secured notes due in 2028, thus improving our debt maturity profile, as well as adding additional liquidity of over $100.0 million. In addition, certain of our subsidiaries issued $250.0 million of secured fiber network revenue term notes with an anticipated repayment date in January 2031. The net proceeds from the offering were used for general corporate purposes, including repayment of outstanding debt.

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 Term 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 Term 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 Term 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 Term 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 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.

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.

Senior Unsecured Notes – On February 4, 2026, Uniti Services, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC (together, the “2026 Unsecured Notes Issuers”), each a subsidiary of the Company, completed a private offering of $1.0 billion aggregate principal amount of 8.625% Senior Notes due 2032 (the “2026 Unsecured Notes”). Uniti Services used the net proceeds from the offering to repay borrowings under the Windstream Term Loan (as defined herein), including related fees and expenses and intends to use the remaining net proceeds for general corporate purposes, including the repayment of outstanding debt and/or success-based capital expenditures.

Within 60 days of the issuance of the 2026 Unsecured Notes, Uniti Services will (or cause its applicable subsidiaries to) file to obtain regulatory approval to enable the regulated subsidiaries to guarantee the 2026 Unsecured Notes, and it will use commercially reasonable efforts to obtain such approval. Upon the guarantee of the 2026 Unsecured Notes by each of the regulated subsidiaries that guarantee the existing 8.625% unsecured notes (as defined below), the 2026 Unsecured Notes are expected to be mandatorily exchanged for 8.625% unsecured notes issued as “additional notes” under the indenture dated as of June 24, 2025. Any such additional notes are expected to be part of the same series as the existing 8.625% unsecured notes issued under the 2025 Indenture and are expected to have the same CUSIP number as, and be fungible with, the existing 8.625% unsecured notes issued under the 2025 Indenture.

The 2026 Unsecured Notes were issued at an issue price of 100.25% of their principal amount plus accrued interest from December 15, 2025 to, but excluding, February 4, 2026. The 2026 Unsecured Notes mature on June 15, 2032, and bear interest at a rate of 8.625% per year. Interest on the 2026 Unsecured Notes is payable on June 15 and December 15 of each year, beginning on June 15, 2026.

The 2026 Unsecured Notes are subject to customary high yield covenants limiting the ability of Uniti Services and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; transfer material intellectual property to unrestricted subsidiaries; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets. The indenture governing the 2026 Unsecured Notes also contains customary events of default.

See Note 22 to the consolidated financial statements for additional information related to the issuance of the Kinetic ABS Term Notes and the 2026 Unsecured 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

During 2025, we achieved the following:

• We generated consolidated revenues and sales of $2,234.5 million for the year ended December 31, 2025, up 91%, when compared to the same period a year ago. The acquired operations of Windstream generated total revenues and sales of $1,367.4 million for the year ended December 31, 2025. The Merger accounted for 61% of our total consolidated revenues and sales, respectively.
• We generated consolidated operating income of $262.0 million for the year ended December 31, 2025, down 55%, when compared to the same period a year ago. The acquired operations of Windstream generated operating income of $196.6 million for the year ended December 31, 2025. Transaction-related and other costs were $211.8 million for the year ended December 31, 2025, up $173.1 million from the same period a year ago, primarily due to the Merger.
• Within the Kinetic segment, service revenues and contribution margin were $893.7 million and $407.6 million during the year ended December 31, 2025, respectively. We extended our fiber coverage during 2025 bringing our total to approximately 1.9 million consumer premises passed or 41% of our Kinetic footprint as of December 31, 2025. We ended the year with approximately 535,000 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 were $331.7 million and $164.1 million during the year ended December 31, 2025, 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 were $1,026.4 million and $772.1 million during the year ended December 31, 2025, respectively. The acquired wholesale business of Windstream generated service revenues of $186.8 million and contribution margin of $76.6 million during the year ended December 31, 2025.

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 year ended December 31, 2025. 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. See “Supplemental Unaudited Pro Forma Condensed Combined Financial Information” section below for further information on the assumptions used in the preparation of the financial information.

CONSOLIDATED RESULTS OF OPERATIONS

The following table reflects our consolidated operating results for the years ended December 31:

* Not meaningful

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

(b) For information related to the gain on sale of operating assets recorded in 2024 and the goodwill impairment recorded in 2023 see the corresponding sections of Note 3 to the consolidated financial statements.

(c) 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 4 to the consolidated financial statements.

(d) Other income (expense), net in 2025 primarily consists of the non-operating components of pension income. See Note 13 to the consolidated financial statements for additional information. The change in 2024 compared to 2023 reflected $20.6 million of debt issuance costs recorded in 2023.

(e) See corresponding section of Note 7 to the consolidated financial statements for information related to the loss on extinguishment of debt recorded in 2025 and 2023.

(f) In connection with the Merger and the settlement of the preexisting relationships with Windstream, the Company recognized a pretax nonrecurring gain during 2025. For additional information related to this gain see the section titled “Settlement of Preexisting Relationships” in Note 4 to the consolidated financial statements.

Service Revenues

The following table reflects the primary drivers of the year-over-year changes in service revenues:

(a) Decrease in 2025 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. The increase in 2024 primarily reflects incremental leasing revenues earned under the Windstream Leases (as defined in Note 4) of $23.1 million and from new and renewed customer leasing agreements of $7.3 million, partially offset by a reduction in one-time early termination and cancellation revenues associated with dark fiber and small cells of $14.6 million.

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 $16.3 million, $7.8 million and $0.9 million for the years ended December 31, 2025, 2024 and 2023 respectively.

The following table reflects the primary drivers of the year-over-year changes in sales revenues:

(a) Decrease in 2024 was primarily attributable to lower equipment sales of $2.7 million and a reduction in contract sales of $2.9 million.

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.

The following table reflects the primary drivers of the year-over-year changes in cost of services:

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 year-over-year changes in cost of sales:

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 year-over-year changes in SG&A expenses:

(a) Increase in 2025 was primarily attributable to incremental expense associated with stock-based awards granted to select management employees of Old Uniti in 2024, 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. The following table reflects the primary drivers of year-over-year changes in depreciation and amortization expense:

(a) Increases in both 2025 and 2024 primarily reflect incremental depreciation expense attributable to new additions of property, plant and equipment. The increase in 2025 also includes additional depreciation expense of $6.7 million resulting from changes in depreciation of certain property, plant and equipment Old Uniti had acquired from Windstream in the 2015 spin-off transaction from a group composite method to the straight-line method, effective August 1, 2025. See the “Accounting Change” section of Note 3 to the consolidated financial statements for additional information related to this change in depreciation.

Operating Income

The Company reported operating income of $262.0 million, $587.0 million and $377.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. The decrease in 2025 primarily reflects higher transaction related and other costs related to the Merger of $173.1 million, decreases in operating lease revenues primarily due to the absence of leasing revenues from Windstream subsequent to August 1, 2025 resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger, and the incremental increases in stock-based compensation expense and depreciation expense resulting from the change in depreciation methods for certain assets as discussed above. The unfavorable effects of these items on operating income for 2025 were partially offset by the incremental operating income of $196.6 million attributable to the acquired Windstream operations.

The increase in operating income in 2024 primarily reflects the absence of the goodwill impairment charge of $204.0 million, gain on sale of operating assets of $19.0 million, partially offset by an increase in transaction related and other costs related to the Merger of $26.1 million.

Interest Expense

The following table reflects the primary drivers of year-over-year changes in interest expense, net:

As presented in the table above, interest expense, net increased $91.4 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase reflects the incremental net increase in aggregate long-term debt outstanding following the completion of the Merger and the debt refinancing transactions completed in October 2025. See Note 7 to the consolidated financial statements for additional information related to our long-term debt obligations. Comparatively, interest expense increased $30.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase reflects higher interest expense attributable to the senior secured notes and the ABS Loan Facility (as defined in Note 7) due to the issuance of new borrowings in 2024, partially offset by a reduction in interest expense on the Uniti revolving credit facility reflecting a net decrease in borrowings outstanding during the year 2024 compared to 2023 and a reduction in the accretion expense on the settlement payable with Windstream.

Income Taxes

The income tax benefit recorded for the year ended December 31, 2025 is primarily related to deferred federal and state income taxes recorded due to a step-up in the tax basis of certain of the Company's assets following the closing of the Merger, changes in valuation allowance, state and local income taxes incurred in connection with the Merger and the reversal of unrecognized tax benefits due to the expiration of a statute of limitations in a foreign jurisdiction. The income tax benefit recorded for the year ended December 31, 2024 is related to the tax impact of pre-tax losses of Old Uniti’s Uniti Fiber segment, offset partially by REIT state and local taxes.

BUSINESS SEGMENT OPERATING RESULTS

KINETIC

Results of Operations

The following table reflects the Kinetic segment results of operations for the years ended December 31:

* Not meaningful

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

A summary of Kinetic broadband customers was as follows as of December 31, 2025:

38

We expect continued growth in our fiber broadband customer base and declines in DSL customers, primarily in lower speed areas, due to the effects of competition and our existing customers transitioning to our fiber-based broadband services. Our ability to deliver faster internet speeds across our footprint should drive gains in market share and corresponding growth in consumer and business revenues.

UNITI SOLUTIONS

Results of Operations

The following table reflects the Uniti Solutions segment results of operations for the years ended December 31:

* Not meaningful

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

FIBER INFRASTRUCTURE

Results of Operations

The following table reflects the Fiber Infrastructure segment results of operations for the years ended December 31:

* Not meaningful

(a) Decrease in 2025 primarily reflects the absence of leasing revenues from Windstream subsequent to August 1, 2025, resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger previously discussed, partially offset by incremental revenues of $186.8 million attributable to the acquired wholesale operations of Windstream. Conversely, the increase in 2024 primarily reflects incremental leasing revenues earned under the Windstream Leases of $23.1 million.

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

(c) Increases primarily attributable to revenues from sales-type leases.

(d) Increase in 2025 attributable to the acquired wholesale operations of Windstream. Incremental network access and facilities expense of $72.1 million and compensation expense of $14.9 million was attributable to the acquired wholesale operations.

(e) Increase in 2025 reflects higher cost of sales consistent with the increase in revenues from sales-type leases discussed in (c) above and $8.5 million attributable to the acquired wholesale operations.

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

SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following supplemental unaudited pro forma condensed combined financial information is presented to illustrate the estimated impacts of the Merger, which was consummated on August 1, 2025, based on the historical results of operations of Old Uniti and Windstream. See Notes 1, 3 and 4 to the consolidated financial statements for additional information on the Merger.

The following supplemental unaudited pro forma condensed combined statements of income for the years ended December 31, 2025 and 2024 are based on the historical financial statements of Old Uniti and Windstream after giving effect to the Merger and the assumptions and adjustments further described below.

The supplemental unaudited pro forma condensed combined statements of income are presented as if the Merger had been consummated on January 1, 2024, the first business day of our 2024 fiscal year, and combine the historical results of Old Uniti and Windstream. The unaudited supplemental pro forma condensed combined statements of income set forth below primarily give effect to the following assumptions and adjustments:

• Application of the acquisition method of accounting;
• Each share of Old Uniti’s common stock that was issued and outstanding was automatically converted into 0.6029 shares of Common Stock
• Internal Reorg Merger; and
• Conformance of accounting policies.

The supplemental unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the completion of the acquisition. We utilized estimated fair values at the Merger date for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed. During the measurement period, we will continue to obtain information to assist in determining the fair value of net assets acquired, which may differ materially from these preliminary estimates.

The supplemental unaudited pro forma condensed combined financial information has been prepared in accordance with SEC Regulation S-X Article 11 and is not necessarily indicative of the results of operations that would have been realized had the transactions been completed as of January 1, 2024, nor are they meant to be indicative of our anticipated combined future results. In addition, the accompanying supplemental unaudited pro forma condensed combined statements of income do not reflect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the Merger.

Under SEC Regulation S-X Article 11, no adjustments were made to certain expenses recorded in the historical financial statements such as gain on settlement of preexisting relationships, transaction costs, and tax benefit from tax restructuring. In contrast, under the pro forma presentation in Note 4 to the consolidated financial statements, these expenses are required to be included in prior year pro forma results as if the costs were incurred at the beginning of the pro forma period.

The supplemental unaudited pro forma condensed combined financial information includes adjustments for the settlement of preexisting relationships, depreciation for property and equipment acquired, amortization for intangible assets acquired, stock-based compensation expense, interest expense for acquisition financing, incremental interest expense to amortize the fair value adjustment to assumed debt over the remaining life of the debt instruments, and reversal of historical amortization expense related to the elimination of deferred commission and deferred costs to fulfill, which do not qualify for separate asset recognition by the Company. The fair value of the customer relationship intangible asset and related amortization expense contemplate the value of the acquired contracts. A blended statutory tax rate of 25% was utilized to tax effect all related adjustments.

The supplemental unaudited pro forma combined segment results of operations are based upon the combined historical financial information of Old Uniti and Windstream for all periods presented and exclude the effects of intercompany transactions that existed between the companies prior to the Merger, as well as, the segment changes discussed in Note 15 to the consolidated financial statements. Because depreciation and amortization expense and interest expense are not allocated to the segments, the supplemental unaudited pro forma combined segment results of operations do not include the effects of the pro forma adjustments to depreciation and amortization expense, interest expense nor the elimination of historical amortization of deferred commission and deferred costs to fulfill discussed above. Accordingly, the supplemental unaudited pro forma combined segment results of operations information presented has not been prepared in accordance with SEC Regulation S-X Article 11. The supplemental unaudited pro forma combined segment results of operations are presented for informational purposes only and are not intended to represent nor necessarily be indicative of what the combined company’s business segment results of operations would have been had the Merger been completed on January 1, 2024. The supplemental unaudited pro forma combined segment results of operations results do not reflect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the Merger.

The following table reflects the consolidated operating results for Uniti on a pro forma combined basis for the years ended December 31:

* Not meaningful

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

(b) The increase in other income (expense), net for the year ended December 31, 2025 primarily reflects the change in net periodic pension income (expense) compared to the prior year. Net periodic pension income was $9.5 million in 2025 compared to net periodic expense of $16.6 million in 2024. Other income (expense), net for the year ended December 31, 2025 also reflects the write-off of unamortized prior service credits and net actuarial gains of $10.8 million, as well as, the de-recognition of the associated liability of $5.1 million related to Windstream’s postretirement benefit plan resulting from a July 2025 plan amendment. As a result, the Company accounts for this plan on a “pay-as-you-go” basis.

(c) In connection with the Merger and the settlement of the preexisting relationships with Windstream, the Company recognized a pretax nonrecurring gain during 2025. For additional information related to this gain see the “Settlement of Preexisting Relationships” section of Note 4 to the consolidated financial statements.

Pro Forma Service Revenues

The following table reflects the primary drivers of the year-over-year changes in service revenues:

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

(b) Decrease was primarily due to higher customer churn for legacy services as we continue to transition customers off of TDM services. As a result, service revenues reflect reductions in traditional voice, long-distance and data and integrated services, as well as declines in long-distance usage.

(c) Decrease primarily reflects declines in consumer, business and wholesale revenues. The decrease in consumer revenues reflects a decline in DSL subscriber and other revenues due to the effects of continued declines in DSL customers, discontinuation of subsidies funded by the Affordable Connectivity Program (“ACP”), which ended as of May 2024, and lower demand for consumer voice-only services. The decrease in business revenues was primarily attributable to customer churn and a decline in new sales to customers. Finally, the decreases in wholesale revenues were primarily due to declines in facilities-based resale access revenues due to customer churn and initiatives to bring service onto our network and higher customer churn for legacy TDM and transport services. See also “Supplemental Unaudited Pro Forma Combined Segment Results of Operations - Kinetic”.

Pro Forma Sales Revenues

The following table reflects the primary drivers of the year-over-year changes in sales revenues:

43

(a) Increase reflects higher contractor sales due to increased outsourcing of fiber construction projects to external contractors.

(b) Decrease was primarily attributable to revenues from sales-type leases for fiber where control of the fiber has transferred to the customer. Revenues from sales-type leases were $16.3 million during 2025, compared to $34.7 million during 2024. Sales revenue for 2024 also included equipment sales associated with two major construction projects completed in the first half of 2024.

Pro Forma Cost of Services

The following table reflects the primary drivers of the year-over-year changes in cost of services:

(a) Decrease reflects storm-related costs consisting primarily of contract labor costs and incremental salaries and wages incurred in the fourth quarter of 2024 to restore service for network outages attributable to Hurricane Helene.

(b) Decrease reflects the overall decline in service revenues in both periods, as well as annual reductions in the federal USF rate effective in the third quarter of each year.

(c) Decrease was attributable to lower facility costs and decreases in salary expense resulting from workforce reductions completed in both 2025 and 2024.

(d) Decrease in interconnection expense was attributable to cost improvements from the continuation of network efficiency projects, increased legacy customer churn, and lower long-distance usage.

Pro Forma Cost of Sales

The following table reflects the primary drivers of the year-over-year changes in cost of sales:

The net change in cost of sales was consistent with the net change in sales revenues.

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

The following table reflects the primary drivers of the year-over-year changes in SG&A expenses:

(a) Decrease in 2025 was primarily attributable to lower advertising costs consistent with the overall year-over-year declines in service revenues.

(b) Decrease primarily reflected improvement in non-pay customer churn.

(c) Decrease was primarily attributable to lower salary costs due to workforce reductions completed in both 2025 and 2024.

Pro Forma Depreciation and Amortization

The following table reflects the primary drivers of year-over-year changes in depreciation and amortization expense:

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

(b) Decrease reflects the use of an accelerated amortization method (sum-of-the-years’ digits method) to amortize the customer relationships intangible asset. The effect of using an accelerated amortization method results in a decline in expense each period as the intangible asset amortizes.

Pro Forma Operating Income

The Company reported operating income of $311.6 million and $646.1 million for the years ended December 31, 2025 and 2024, respectively. The decrease in operating income in 2025 primarily reflected increases in transaction related and other costs related to the Merger of $164.2 million. In addition, the decrease in operating income 2025 also reflected the overall decline in service revenues previously discussed, partially offset by lower interconnections costs attributable to rate reductions and cost improvements from the continuation of network efficiency projects, and lower salary costs due to workforce reductions completed in 2025 and 2024. The decrease in operating income for 2025 also reflected a reduction in pretax gains from the sale of certain unused IPv4 addresses compared to the same period of 2024. Gains from the sale of IPv4 addresses were $29.0 million and $129.0 million in the year ended December 31, 2025 and 2024, respectively.

Pro Forma Interest Expense

The Company reported interest expense of $761.6 million for the year ended December 31, 2025, compared to interest expense of $788.2 million for 2024. The decrease in interest expense in 2025 primarily reflected the net favorable effects on overall interest rates applicable to the Company’s outstanding debt obligations following the completion of debt refinancing transactions in October 2025, which resulted in replacing higher interest rate debt with lower interest rate debt. Repayments of debt in 2025 included the repayment of $2,900.0 million of 10.50% secured notes due February 15, 2028, and amounts due under the ABS Loan Facility of $275.0 million, which had an imputed interest rate of 10.33%. The favorable effects on interest expense attributable to these factors were partially offset by a net increase during 2025 in total long-term debt outstanding of $934.0 million.

Pro Forma Income Taxes

For the year ended December 31, 2025, the Company recognized income tax benefits of $153.1 million primarily related to deferred federal and state income taxes recorded due to a step-up in the tax basis of certain of the Company's assets following the closing of the Merger, changes in valuation allowance, state and local income taxes incurred in connection with the Merger, and the reversal of unrecognized tax benefits due to the expiration of a statute of limitations in a foreign jurisdiction. For the year ended December 31, 2024, the Company recognized income tax benefits of $41.6 million primarily related to the tax impact of pre-tax losses of Windstream and Uniti Fiber Holdings, offset partially by REIT state and local taxes.

Supplemental Unaudited Pro Forma Combined Segment Results of Operations

KINETIC

The following table reflects the Kinetic segment pro forma results of operations for the years ended December 31:

46

(a) Decrease reflects a decline in DSL subscriber and other revenues due to the effects of continued declines in DSL customers, discontinuation of subsidies funded by the ACP, which ended as of May 2024, and lower demand for consumer voice-only services. Windstream had received approximately $3.0 million in monthly subsidies attributable to its ACP customer base during 2024. These decreases were partially offset by growth in fiber subscriber revenues, consistent with the growth in fiber consumer broadband customers.

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

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

(d) Consists of intercompany charges to Uniti Solutions and Fiber Infrastructure primarily for resale access services. Decrease primarily reflects a reduction in intercompany billings to Uniti Solutions, consistent with the overall decline in that segment’s revenues and sales from external customers.

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

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

(g) Increase reflects higher cost of product sales consistent with the increase in contractor sales discussed in (e) above.

(h) Decrease was attributable to cost improvements from the continuation of network efficiency projects and rate reduction efforts and increased legacy customer churn, as we continue to transition customers off of TDM services.

(i) Decrease was attributable to increased customer churn and rate reduction efforts.

UNITI SOLUTIONS

The following table reflects the Uniti Solutions segment pro forma results of operations for the years ended December 31:

47

(a) Decrease was primarily due to higher customer churn for legacy services as we continue to transition customers off of TDM services. As a result, service revenues reflect reductions in traditional voice, long-distance and data and integrated services, as well as declines in long-distance usage.

(b) Decrease was primarily attributable to reduced internal labor costs due to workforce reductions.

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

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

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

FIBER INFRASTRUCTURE

The following table reflects the Fiber Infrastructure segment pro forma results of operations for the years ended December 31:

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

(b) Decrease was primarily attributable to revenues from sales-type leases for fiber where control of the fiber has transferred to the customer. Revenues from sales-type leases were $16.3 million during 2025, compared to $34.7 million during 2024. Sales revenue for 2024 also included equipment sales associated with two major construction projects completed in the first half of 2024.

(c) Decrease was primarily attributable to reduced internal labor costs due to workforce reductions.

(d) Decrease is consistent with the decrease in sales revenues discussed in (b) above.

Regulatory Matters

Uniti is subject to regulatory oversight in the U.S. by the Federal Communications Commission (“FCC”) and state public utility commissions, and subject to regulatory oversight in Canada under the Canadian Radio-television and Telecommunications Commission. We are also subject in the U.S. to various federal and state statutes that govern the provision of telecommunications and broadband services. Uniti actively monitors and participates in regulatory proceedings and engages with federal and state lawmakers on matters that may impact its business. We cannot predict with certainty the outcome of pending federal and state proceedings relating to our operations.

Infrastructure Investment and Jobs Act Broadband Funding

In 2021, Congress passed a bipartisan infrastructure framework (the Infrastructure Investment and Jobs Act or “IIJA”), which includes $65.0 billion in broadband funding to be allocated by the National Telecommunications and Information Administration (“NTIA”), with $42.45 billion to be distributed through formula-based grants to states for broadband deployment projects in unserved and underserved areas over a five-year time frame pursuant to the Broadband Equity, Access and Deployment (“BEAD”) program. As part of the program, states submitted their initial proposals to NTIA, which outlined the process to challenge the classification of locations eligible for BEAD funding (in Volume I) and the competitive process to select providers for BEAD projects (in Volume II). Updated guidance from NTIA released on June 6, 2025, purported to streamline the program and confirm technology neutral requirements. The guidance emphasized that cost to build was of preeminent importance, and set new deadlines for application submissions and approvals, with NTIA claiming that all applications would be approved by year-end 2025.

Uniti submitted bids under the updated guidance in seven states and was granted provisional awards in the seven states totaling $184.3 million for approximately 58,000 locations: The awards are subject to final approval by the NTIA, which began to occur in December 2025. Three states where Uniti has been awarded funds have received full approval, the other four are pending full approval, and no award contracts have been signed with any state.

RDOF Funding

In 2019, the FCC announced a $20.0 billion RDOF program to support rural broadband deployments. In January 2020, the FCC established two reverse-auction funding phases, with Phase I funding of $16.0 billion and Phase II of $4.4 billion. Phase I targeted areas that were wholly unserved by broadband speeds of at least 25-Megabytes per second (“Mbps”) download and 3-Mbps upload. After conducting an auction, $9.2 billion was awarded in December 2020. At the time, the FCC indicated that the $6.8 billion not awarded would be added to Phase II, but Phase II will not likely proceed, in light of the BEAD Program. Uniti was awarded $522.8 million in support over ten years ($52.3 million per year) for approximately 192,000 locations in eighteen states. Uniti met the 40% completion milestone on or before December 31, 2025 in a number of states but permitting delays in other areas led to a shortfall. Uniti notified the FCC and Universal Service Administrative Company on January 15, 2026 and will cooperate with the FCC on any non‑compliance measures resulting from the delay.

State USF Funding

In the first half of 2025, Uniti recognized revenue from state USF programs in Texas, Pennsylvania, New Mexico, Oklahoma, South Carolina, Nebraska, Alabama, and Arkansas. These payments are intended to provide subsidies, in addition to federal USF receipts, for the high cost of operating telecommunications networks in certain areas. For August to December 2025, we recognized $22.6 million in state USF support. Uniti participates in two USF programs in Texas, and from August to December 2025, we received $10.0 million from the large company program and $1.1 million from the small company program. In June 2023, the Texas Legislature passed legislation requiring companies receiving Texas USF support to complete a financial needs-based test review with the Texas Public Utilities Commission (“PUC”). Uniti completed the needs-based test review and received a final decision on June 6, 2024, pursuant to which the Texas PUC approved Uniti’s continued support through December 2028 with no changes to the rates or service areas.

Uniti receives approximately $13.2 million in annual state USF support in Pennsylvania. In August 2023, the Pennsylvania Public Service Commission (“PSC”) issued an order opening a rulemaking proceeding regarding the program. Uniti, along with the industry trade group, is actively participating in the proceeding. The PSC's USF Working Group began meeting in late 2025 and will continue throughout early 2026.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

The Company relies primarily on operating cash flows and long-term debt to provide for its liquidity needs. As of December 31, 2025, the Company had a working capital deficit primarily due to timing differences in the collection of accounts receivable, realization of deferred revenue and recognition and payment of its operating lease and interest obligations. The working capital deficit is measured at a point in time and is not indicative of the Company’s ability to manage cash and meet its current obligations as they become due. The Company generated positive operating cash flows during the year ended December 31, 2025 and utilized available cash and available capacity under its credit agreements to meet its short-term liquidity needs. At December 31, 2025, the Company had $53.5 million of available cash on hand, and when considering letters of credit of $117.9 million, the Company had access to and available borrowing capacity under its senior secured revolving credit facilities of $542.1 million. Management has assessed the current and expected business climate, the Company’s current and expected needs for funds and its current and expected sources of funds, and has determined, based on the Company’s forecasted financial results and financial condition as of December 31, 2025, that cash and cash equivalents on hand combined with cash expected to be generated from operating activities, will be sufficient to fund the Company’s ongoing working capital requirements, planned capital expenditures, and scheduled debt principal and interest payments in the short-term (the next twelve months) and long-term (beyond the next twelve months). The Company intends to utilize its available cash as well as the available capacity under its revolving credit facilities to fund its short-term liquidity needs as they arise.

As further discussed in Note 22 to consolidated financial statements, in the first quarter of 2026, we completed refinancing transactions which included the issuance of $1.0 billion of the 2026 Unsecured Notes. Net proceeds from the debt issuance were used to repay the $500.0 million Windstream Term Loan (as defined in Note 7) and for general corporate purposes, including the repayment of outstanding debt and/or success-based capital expenditures. In addition, we issued $960.1 million of the Kinetic ABS Term Notes. The Company intends to use the net proceeds from the offering for general corporate purposes, including funding of success-based capital expenditures and the repayment of outstanding debt.

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

Historical Cash Flows

The following table summarizes our cash flow activities for the years ended December 31:

Our total cash position decreased $171.2 million in the year ended December 31, 2025 as compared to the year ended December 31, 2024 and increased $103.0 million in 2024 as compared to 2023. Cash inflows in 2025 were primarily from issuance of debt, operating activities and cash acquired from Windstream in the Merger. These cash inflows were offset by cash outflows for repayments of debt, capital expenditures, payment of Merger cash consideration, payments of financing costs, and amounts due under our pre-Merger settlement agreement.

Cash Flows - Operating Activities

Cash provided from operations is our primary source of funds. Cash flows provided from operating activities decreased $16.4 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease primarily reflects additional cash interest payments of $182.7 million attributable to the overall increase in our long-term debt outstanding following the Merger and our 2025 debt refinancing transactions, increased cash outlays for transaction related and other costs of $163.3 million as a result of the Merger and net unfavorable working capital changes including the timing of interest payments, realization of deferred revenue and incremental inventory purchases, reflecting our initiative to expand the pace of construction of our fiber broadband network through increased usage of outside contractors. The effect of these decreases to cash provided from operating activities was partially offset by incremental operating cash flows attributable to the acquired Windstream operations.

Net cash provided from operating activities increased $13.4 million in the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase in net cash provided by operating activities was primarily attributable to changes in working capital, including the timing of interest payments, partially offset by an increase in cash interest expense of $8.3 million, a decrease in distributions from unconsolidated entities of $4.0 million, and an increase in cash paid for the interest rate cap of $2.2 million.

Cash Flows - Investing Activities

Cash used in investing activities primarily consisted of capital expenditures to upgrade and expand the speed capabilities of network facilities. Cash used in investing activities totaled $1,011.7 million for the year ended December 31, 2025. Cash outlays for investing activities included $787.8 million for capital expenditures and $229.5 million cash paid, net of cash acquired to consummate the Merger. Cash outlays for capital expenditures funded by government grants totaled $22.0 million. Cash inflows from investing activities included $17.0 million in grant funds received from various state programs to fund capital expenditures to expand the availability and affordability of residential broadband service. Cash inflows also included cash proceeds of $10.6 million from sales of equipment and certain unused IPv4 addresses.

Comparatively, cash outlays for capital expenditures were $354.8 million for the year ended December 31, 2024, and were partially offset by proceeds received from the sales of our investment in BB Fiber Holdings LLC of $40.0 million and the CableSouth Media, LLC network of $40.0 million.

Cash Flows - Financing Activities

Cash provided from financing activities totaled $611.8 million for the year ended December 31, 2025. Cash inflows from financing activities included $4,718.0 million of proceeds from the issuance of debt, consisting of the issuance of the 2025 Term Loan (as defined in Note 7), net of discount, of $990.0 million, issuance of $1,400.0 million of 7.50% secured notes due October 15, 2033, issuance of $839.0 million of ABS Notes (as defined in Note 7), issuance of $600.0 million of 8.625% unsecured notes (as defined below), and $889.0 million of borrowings under the senior secured revolving credit facilities. Repayments of debt during the year ended December 31, 2025 totaled $3,784.0 million, consisting of the repayment of $2,900.0 million of 10.50% secured notes due February 15, 2028, and repayments under the ABS Loan Facility and senior secured revolving credit facilities of $275.0 million and $609.0 million, respectively. Cash outflows from financing activities also included payments of financing costs of $235.7 million and payments of settlement obligations of $73.5 million.

Comparatively, cash provided from financing activities totaled $27.1 million for the year ended December 31, 2024. Cash inflows from financing activities included $714.0 million of proceeds from issuance of debt, consisting of new borrowings of $309.0 million of the 10.50% secured notes due February 15, 2028, $275.0 million under the ABS Loan Facility and $130.0 million of borrowings under the Uniti Revolver. Repayments of debt during the year ended December 31, 2024 totaled $460.9 million, consisting of the repayment of $122.9 million of 4.00% exchangeable notes due June 15, 2024 and $338.0 million under the Uniti Revolver. Cash outflows from financing activities also included payments of dividends of $108.5 million, payments of settlement obligations of $98.0 million and payments of financing costs of $15.8 million. See Note 7 to the consolidated financial statements for additional information about borrowings and repayments of debt.

Pension and Employee Savings Plan Contributions

In connection with the Merger, the Company assumed a non-contributory qualified defined benefit pension plan. Future benefit accruals for all eligible non-bargaining unit employees covered by the pension plan have ceased. On October 15, 2025, the Company made in cash its required quarterly employer contribution to the qualified pension plan for the 2025 plan year of $4.5 million. The remaining minimum required employer contributions to the pension plan for the 2025 plan year total $7.4 million, of which $4.5 million was contributed on January 15, 2026 and the remaining $2.9 million will be contributed in September 2026, using cash. Total employer contributions for the 2026 plan year are estimated to be $13.2 million and are expected to be made in cash. 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.

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 $11.0 million, $2.2 million and $2.3 million, respectively. Expense related to the employee savings plans is included in cost of services and SG&A expenses in the consolidated statements of income.

Broadband Grant Awards and Programs

The Company receives federal and state governmental assistance in the form of grants for the construction of long-lived assets to expand the availability and affordability of residential broadband service via direct grants or through the formation of public private partnerships. As of December 31, 2025, the Company has secured approximately $160.6 million in funding commitments from governmental agencies in Florida, Georgia, Iowa, North Carolina, Pennsylvania, and Texas, that will help us deliver fiber to approximately 91,800 locations. In completing these broadband expansion projects, the Company expects to incur $131.9 million of incremental capital expenditures. The Company will continue to seek out additional opportunities to obtain external funding for the expansion of 1 Gbps internet service across its service areas either from direct grants from governmental programs or through the formation of public private partnerships.

Debt Agreements and Covenants

At December 31, 2025, notes and other debt, net included the following: (i) the Uniti Revolver (as defined in Note 7) pursuant to the Uniti Credit Agreement (as defined in Note 7), of which no borrowings were outstanding; (ii) the Windstream Revolver (as defined in Note 7) pursuant to the Windstream Credit Agreement (as defined in Note 7), of which $315.0 million in borrowings were outstanding; (iii) the Windstream Term Loan pursuant to the Windstream Credit Agreement, of which $500.0 million was outstanding; (iv) the 2025 Term Loan pursuant to the Windstream Credit Agreement, of which $1.0 billion was outstanding; (v) $570.0 million aggregate principal amount of 4.75% senior secured notes due 2028 (the “4.75% secured notes”); (vi) $1.1 billion aggregate principal amount of 6.50% senior unsecured notes due 2029 (the “6.50% unsecured notes”); (vii) $700.0 million aggregate principal amount of 6.00% senior unsecured notes due 2030 (the “6.00% unsecured notes”); (viii) $2.2 billion aggregate principal amount of 8.25% senior secured notes due 2031 (the “8.25% secured notes”); (ix) $600.0 million aggregate principal amount of 8.625% senior unsecured notes due 2032 (the “8.625% unsecured notes”); (x) $1.4 billion aggregate principal amount of 7.50% senior secured notes due 2033 (the “7.50% secured notes”); (xi) $306.5 million aggregate principal amount of 7.50% convertible senior notes due 2027 (the “2027 convertible notes”); and (xii) $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.

The terms of the credit agreements and indentures governing the Company’s debt obligations include customary covenants that, among other things, require the Company to maintain certain financial ratios and restrict its ability to incur additional indebtedness. As of December 31, 2025, the Company was in compliance with all of its debt covenants. For additional information regarding the Company’s debt obligations, see Note 7 to the consolidated financial statements.

ABS Entities

During 2024, we formed Uniti Fiber ABS Parent LLC (“ABS Parent”) and Uniti Fiber Bridge Borrower LLC, Uniti Fiber Bridge HoldCo LLC and Uniti Fiber GulfCo LLC (collectively, the “ABS Bridge Loan Parties”), each an indirect, bankruptcy-remote subsidiary of the Company, and we designated ABS Parent and the ABS Bridge Loan Parties as unrestricted subsidiaries under the Uniti Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes. During 2025, we formed the ABS Notes Issuers and Uniti Fiber GulfCo LLC and Uniti Fiber TRS AssetCo LLC (collectively, the “ABS Notes Obligors”), each a subsidiary of ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company. Each ABS Notes Obligor is an unrestricted subsidiary under the Uniti Credit Agreement and the applicable indentures governing the Company’s senior notes.

For additional information concerning the financial position and results of operations of ABS Parent and its subsidiaries (all unrestricted subsidiaries as of December 31, 2025), please see Note 21 to our accompanying consolidated financial statements contained in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Dividends

Old Uniti had elected to be taxed as a REIT for U.S. federal income tax purposes. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. In order to maintain its REIT status, Old Uniti made dividend payments of all or substantially all of its taxable income to holders of its common stock out of assets legally available for that purpose.

Under the Merger Agreement with Windstream, Old Uniti had agreed to suspend dividend payments or other distributions until the consummation of the Merger, except for the dividend paid on June 28, 2024 and those dividends reasonably required for us or our subsidiaries to maintain its status as a REIT or to avoid the payment or imposition of income or excise tax, among other customary exceptions.

Following the consummation of the Merger, the Company does not expect to pay any dividends on its common stock. Dividends on the Preferred Stock 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.

Windstream Pre-Merger Commitments

Prior to the Merger, in accordance with the terms of the settlement agreement with Windstream, including entry into two long-term exclusive triple-net lease agreements with Windstream (“the Windstream Leases”), Old Uniti was obligated to make up to approximately $490.1 million of cash payments to Windstream in equal installments over 20 consecutive quarters beginning in October 2020. Old Uniti had the option to prepay any installments due on or after the first anniversary of the settlement agreement (discounted at a 9% rate). In July 2025, Old Uniti made the final quarterly cash installment due under the settlement agreement. As of July 31, 2025, Old Uniti had made payments totaling $484.9 million.

Additionally, beginning in October 2020, Old Uniti was obligated to reimburse Windstream for up to an aggregate of $1.75 billion for certain growth capital improvements in long-term fiber and related assets made by Windstream (“Growth Capital Improvements”) through 2029. Old Uniti’s reimbursement commitment for Growth Capital Improvements did not require it to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the property leased under the CLEC MLA, up to $70.0 million during the term), and each such reimbursement was subject to underwriting standards. Old Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both Windstream Leases (and under separate equipment loan facilities) were limited to $225.0 million in 2024, and were limited to $175.0 million per year in 2025 and 2026; and $125 million per year in 2027 through 2029. If the cost incurred by Windstream (or the successor tenant under a Windstream Lease) for Growth Capital Improvements in any calendar year exceeded the annual limit for such calendar year, Windstream (or such tenant, as the case may be) could have submitted such excess costs for reimbursement in any subsequent year and such excess costs would have been funded from the annual commitment amounts in such subsequent period. In addition, to the extent that reimbursements for Growth Capital Improvements funded in any calendar year during the term were less than the annual limit for such calendar year, the unfunded amount in any calendar year would have carried-over and could have been added to the annual limits for subsequent calendar years, subject to an annual limit of $250.0 million in any calendar year. During the seven months ended July 31, 2025, Old Uniti reimbursed Windstream for $175.0 million of Growth Capital Improvements, all of which were for the reimbursement of capital improvements completed in 2024 that were previously classified as tenant funded capital improvements. As of the date of the Merger, Old Uniti had reimbursed Windstream a total of $1.2 billion of Growth Capital Improvements.

Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable Windstream Lease increased by an amount equal to 8.0% (the “Rent Rate”) of such installment of reimbursement. The Rent Rate thereafter increased to 100.5% of the prior Rent Rate on each anniversary of each reimbursement. In the event that the tenant’s interest in either Windstream Lease was transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Old Uniti transferred its interests as landlord under either Windstream Lease (unless to the same transferee), the reimbursement rights and obligations would have been allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that was allocated to the CLEC MLA following such transfer was $20.0 million per year. If Old Uniti failed to reimburse any Growth Capital Improvement reimbursement payment or equipment loan funding request as and when it was required to do so under the terms of the Windstream Leases, and such failure continued for thirty (30) days, then such unreimbursed amounts would have been applied as an offset against the rent owed by Windstream under the Windstream Leases (and such amounts thereafter would have been treated as if Old Uniti had reimbursed them).

Finally, Old Uniti and Windstream had entered into separate ILEC and CLEC Equipment Loan and Security Agreements (collectively “Equipment Loan Agreement”) in which Old Uniti provided up to $125.0 million (limited to $25.0 million in any calendar year) of the $1.75 billion of Growth Capital Improvements commitments discussed above in the form of loans for Windstream to purchase equipment related to network upgrades or to be used in connection with the Windstream Leases. Interest on these loans accrued at 8% from the date of the borrowing. All equipment financed through the Equipment Loan Agreement was the sole property of Windstream; however, Old Uniti received a first-lien security interest in the equipment purchased with the loans. No such loans were made as of the date of the Merger. Following the Merger, all such pre-existing relationships between Old Uniti and Windstream and the related transactions and balances became intercompany transactions under the Company.

Contractual Obligations

We enter into various contractual arrangements as a part of our normal operations. Many of these contractual obligations are discussed in the notes to our consolidated financial statements contained in Part II, Item 8. “Financial Statements and Supplementary Data”. As of December 31, 2025, material obligations discussed in the notes to our consolidated financial statements included principal and interest payments on our long-term debt discussed above and in Note 7, operating and finance leases discussed in Note 10,

In addition, we have material purchase commitments related to network deployment for success-based projects for which we have a signed customer contract before we commit resources to expand our network, open purchase orders, and amounts payable under non-cancellable contracts. The portion attributable to non-cancellable contracts primarily represents agreements for network capacity and software licensing. As of December 31, 2025, purchase commitments totaled $696.6 million, of which $403.7 million, $137.0 million, $52.9 million, $20.0 million, and $14.0 million were due in the years ended December 31, 2026, 2027, 2028, 2029, and 2030, respectively, with $69.0 million due in years after December 31, 2030. Projections of future cash flows are subject to substantial uncertainty as discussed throughout this Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and particularly in Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K. Debt agreements may be renewed or refinanced if we determine it is advantageous to do so.

Non-GAAP Financial Measures

We refer to EBITDA and Adjusted EBITDA in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). While we believe that net income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA and Adjusted EBITDA are important non-GAAP supplemental measures of our operating performance.

We define “EBITDA” as net income, as defined by GAAP, before interest expense, provision for income taxes, depreciation and amortization, and costs incurred as a result of the early repayment of debt, including early tender and redemption premiums and the write off of unamortized deferred financing costs. We define “Adjusted EBITDA” as EBITDA before stock-based compensation expense and the impact, which may be recurring in nature, of incremental acquisition, pursuit, transaction and integration costs (including unsuccessful acquisition pursuit costs), and costs associated with litigation claims made against us, and costs associated with the implementation of our enterprise resource planning system, (collectively, “Transaction Related and Other Costs”), goodwill impairment charges, gains or losses on retirements and dispositions of assets, gain on settlement of preexisting relationships in connection with our merger with Windstream, severance costs, amortization of non-cash rights-of-use assets, costs associated with the termination of related hedging activities, changes in the fair value of financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). We believe EBITDA and Adjusted EBITDA are important supplemental measures to net income because they provide additional information to evaluate our operating performance on an unleveraged basis. In addition, Adjusted EBITDA is calculated similar to defined terms in our material debt agreements used to determine compliance with specific financial covenants. Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should not be considered as alternatives to net income determined in accordance with GAAP. Further, our computations of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies.

A reconciliation of EBITDA and Adjusted EBITDA were as follows:

(a) Included within cost of services (exclusive of depreciation and amortization) in the consolidated statements of income.

(b) Included within SG&A expense line item in the consolidated statements of income.

Critical Accounting Estimates

We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the following critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments. We believe the current assumptions and other considerations used to estimate amounts reflected in our financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our financial statements, the resulting changes could have a material adverse effect on our results of operations and, in certain situations, could have a material adverse effect on our financial condition.

Purchase Price Allocation

The purchase price paid is allocated to the assets acquired and liabilities assumed in business combinations based on their estimated fair values at the date of acquisition, which involves a number of assumptions, estimates, and judgments, which are inherently uncertain and subject to refinement. We determine the estimated fair values with the assistance of valuations performed by third party specialists, discounted cash flow analysis, and estimates made by management derived from comparable market data and cash flow projections used to value the acquired business. Our ability to realize the future cash flows used in our fair value estimates may be affected by changes in our financial condition, financial performance, or business strategies. Our assumptions and estimates are also used to allocate goodwill to our reporting units that are expected to benefit from the business combination. During the measurement period, which may be up to one year from the acquisition date, we may recognize adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustment to our preliminary estimates to goodwill provided that we are within the measurement period. Upon the earlier of the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, any subsequent adjustments are included in our consolidated results of operations.

Goodwill

Goodwill is recognized for the excess of purchase price over the fair value of net assets of businesses acquired. Goodwill is reviewed for impairment at least annually. Our annual impairment test is performed with a valuation date of October 1. We evaluate goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Unless circumstances otherwise dictate, the annual impairment test is performed in the fourth quarter of each year. Application of the goodwill impairment test requires significant judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, and the assignment of goodwill to reporting units.

Companies have the option to perform a qualitative assessment to determine whether performing a quantitative test is necessary. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test will be required. Otherwise, no further testing will be required.

Under a qualitative assessment, we consider several factors, including the enterprise value of the reporting unit from the last quantitative test and the excess of fair value over carrying value from this test, macroeconomic conditions (including changes in interest rates and discount rates), industry and market considerations (including industry revenue and EBITDA margin results, projections and recent merger and acquisition activity), the recent and projected financial performance of the reporting unit, as well as other factors.

Under a quantitative assessment, we estimate the fair value of our reporting units using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each methodology in the determination of the concluded fair value. If the carrying amount of a reporting unit's net assets is less than its fair value, no impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the consolidated statements of income (loss) not to exceed the carrying amount of goodwill.

Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections and, therefore, could affect the likelihood and amount of potential impairment in future periods. Potential events that could negatively impact these assumptions or estimates may include customer losses or poor execution of our business plans, which impact revenue growth, cost escalation impacting margin, the level of capital expenditures required to sustain our growth and market factors, including stock price fluctuations and increased rates, impacting our cost of capital. For example, if we were to experience a significant delay in our permitting process in the construction of our fiber networks, the timing of effected cash flows could impact long-term growth rates and negatively impact the income approach, leading to potential impairment. As a result, should our expectations of average projected revenue growth percentage, average projected EBITDA margin percentage and/or average projected capital expenditures as a percentage of revenue change, we may experience future impairment to goodwill (while other assumptions remain constant). Furthermore, a deterioration in market factors such as stock prices or increased interest rates and/or declines in acquisition multiples utilized in the market approach could affect the likelihood and amount of potential impairment.

During the fourth quarter of 2025, we performed our annual impairment test of goodwill for all our reporting units using a qualitative approach. Based on the results of our qualitative testing, we believe that it is more likely than not that the fair value of each reporting unit is greater than its respective carrying value.

Pension Benefits

The Company maintains a non-contributory qualified defined benefit pension plan. The annual costs of providing pension benefits are based on certain key actuarial assumptions, including the expected return on plan assets and discount rate. Windstream recognizes changes in the fair value of plan assets and actuarial gains and losses due to actual experience differing from the various actuarial assumptions, including changes in our pension obligation, as pension expense or income in the fourth quarter each year, unless an earlier measurement date is required. Our projected pension income for 2026, which is estimated to be approximately $3.6 million, was calculated based upon a number of actuarial assumptions, including an expected long-term rate of return on qualified pension plan assets of 7.75% and a discount rate of 5.47%. If returns vary from the expected rate of return or there is a change in the discount rate, the estimated pension expense could vary. In developing the expected long-term rate of return assumption, we considered the plan’s historical rate of return, as well as input from our investment advisors. Projected returns on qualified pension plan assets were based on broad equity and bond indices and include a targeted asset allocation of 51% to equities, 37% to fixed income securities, and 12% to alternative investments, with an aggregate expected long-term rate of return of approximately 7.75%. Lowering the expected long-term rate of return on the qualified pension plan assets by 50 basis points (from 7.75% to 7.25%) would result in a decrease in our projected pension income of approximately $2.2 million, the effects of which would result in the recognition of pension income of $1.4 million in 2026.

The discount rate selected is derived by identifying a theoretical settlement portfolio of high-quality corporate bonds sufficient to provide for the plan’s projected benefit payments. The values of the plan’s projected benefit payments are matched to the cash flows of the theoretical settlement bond portfolio to arrive at a single equivalent discount rate that aligns the present value of the required cash flows with the market value of the bond portfolio. The discount rate determined on this basis was 5.47% as of December 31, 2025. Lowering the discount rate by 25 basis points (from 5.47% to 5.22%) would result in an increase in our projected pension income of approximately $0.6 million, the effects of which would result in the recognition of pension income of $4.2 million in 2026. See Notes 3 and 13 to the consolidated financial statements for additional information related to the pension plan.

Income Taxes

Our estimates of income taxes and the significant items resulting in the recognition of deferred tax assets and liabilities are disclosed in Note 16 to the consolidated financial statements and reflect our assessment of future tax consequences of transactions that have been reflected in our financial statements or tax returns for each taxing jurisdiction in which we operate. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities and results of recent operations. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. Actual income taxes to be paid could vary from these estimates due to future changes in income tax law or the outcome of audits completed by federal and state taxing authorities.

Market Risk

Market risk is comprised of three elements: interest rate risk, equity risk and foreign currency risk. Uniti has exposure to market risk from changes in interest rates, as further discussed below. Currently, the Company does not have any significant exposure to equity or foreign currency risk, and as further discussed below, the Company has effectively hedged its exposure to interest rate risk.

Interest Rate Risk

The Company is exposed to market risk through changes in variable interest rates incurred on borrowings under the Company’s credit agreements, consisting of the $500.0 million Windstream Term Loan, $1,000.0 million 2025 Term Loan and any borrowings outstanding under the senior secured revolving credit facilities. As of December 31, 2025, there was $315.0 million of borrowings outstanding under the senior secured revolving credit facilities.

The Company enters into interest rate swap agreements to mitigate its exposure to the variability in cash flows on a portion of its floating-rate debt obligations. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of interest rate swap activity. The Company does not enter into interest rate swap agreements, or other derivative financial instruments, for trading or speculative purposes. Management periodically reviews the Company’s exposure to interest rate fluctuations and implements strategies to manage the exposure.

As of December 31, 2025, the Company is party to four pay fixed, receive variable interest rate swap agreements with an aggregate notional value of $1.4 billion. The interest rate swaps are scheduled to mature on October 31, 2028, October 31, 2029, and October 31, 2030. As of December 31, 2025, the weighted average fixed rate paid on the interest rate swaps was 3.486% and the weighted average variable rate received was 3.716%. The interest rate swaps have been designated as cash flow hedges of the interest rate risk inherent in floating rate borrowings outstanding due to changes in the benchmark interest rate, and accordingly, the hedging relationship is expected to be highly effective in mitigating cash flow risks resulting from changes in interest rates.

As of December 31, 2025, the unhedged portion of our variable rate debt was $415.0 million. For variable rate debt instruments, market risk is defined as the potential change in earnings resulting from a hypothetical adverse change in interest rates. A hypothetical increase of 100 basis points in variable interest rates would increase annual interest expense by approximately $4.2 million. Actual results may differ from this estimate.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, and based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

• Pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).

Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2025.

Management has excluded Windstream from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025. Windstream’s total assets and total revenues and sales excluded from management’s assessment represented 41% and 61%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

An independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2025. PricewaterhouseCoopers LLP's report appears in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.