UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Date of Report (Date of earliest event reported): September 18, 2025 (
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Introductory Note
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends Item 2.01 and Item 9.01 of the Current Report on Form 8-K originally filed by Uniti Group Inc. (the “Company”) on August 1, 2025 (the “Original 8-K”), in which the Company reported, among other things, the consummation of the merger (the “Merger”) between Uniti Group LLC (formerly known as Uniti Group Inc. (“Legacy Uniti”)) and New Windstream, LLC (as successor to Windstream Holdings II, LLC (“Windstream”)) pursuant to that certain Agreement and Plan of Merger dated as of May 3, 2024, by and between Legacy Uniti, Windstream, New Uniti HoldCo LP and New Windstream Merger Sub, LLC, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 17, 2024. As a result of the Merger, Legacy Uniti and Windstream became wholly owned subsidiaries of the Company.
This Amendment No. 1 amends the Original 8-K in order to file the unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2025, and for the year ended December 31, 2024. This Amendment No. 1 does not amend any other item of the Original 8-K.
The pro forma financial information included as Exhibit 99.1 to this Amendment No. 1 has been presented for illustrative purposes only and is not intended to and does not purport to represent what the Company’s actual results or financial condition would have been if the Merger had occurred on the relevant date, and it is not intended to project the future results or financial condition that the Company may achieve.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The Company hereby amends Item 2.01 of the Original 8-K to add the following:
The Company is filing unaudited pro forma condensed combined financial information of the Company, giving effect to Merger, which includes the unaudited pro forma condensed combined balance sheet as of June 30, 2025 and the unaudited condensed combined statements of income for the year ended December 31, 2024 and the six months ended June 30, 2025 and the related notes, which are filed as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
The Company is presently exploring options to refinance its 10.50% senior secured notes due 2028 (the “Notes”), including through the incurrence of term loans or other secured indebtedness. There can be no assurance that the Company will enter into any transactions with respect to the foregoing or successfully refinance the Notes.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company are included as Exhibit 99.1 hereto and incorporated into this Item 9.01 by reference:
| · | Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2025; |
| · | Unaudited Pro Forma Condensed Combined Statements of Income for the year ended December 31, 2024 and six months ended June 30, 2025; and |
| · | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Information of Uniti Group Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 18, 2025 | UNITI GROUP INC. | ||
| By: | /s/ Daniel L. Heard | ||
| Name: | Daniel L. Heard | ||
| Title: | Senior Executive Vice President, General Counsel & Secretary | ||