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Notes and Other Debt, Net
12 Months Ended
Dec. 31, 2025
Long-Term Debt, Unclassified [Abstract]  
Notes and Other Debt Notes and Other Debt, Net:
Notes and other debt were as follows:
December 31, 2025December 31, 2024
(Millions)Principal
Unamortized
Premium
(Discount)
and Deferred
Financing
Costs
Principal
Unamortized
Premium
(Discount)
and Deferred
Financing
Costs
Credit Agreements:
Uniti senior secured revolving credit facility - variable
   rate, due December 30, 2027
$— $(2.9)$— $(4.3)
Windstream senior secured revolving credit facility -
   variable rate, due December 30, 2027
315.0 — — — 
Senior secured Windstream term loan - variable rate, due
   October 1, 2031 (premium based on imputed interest
   rate of 9.15%)
500.0 1.2 — — 
Senior secured 2025 term loan - variable rate,
   due October 6, 2032 (discount based on imputed
   interest rate of 8.57%)
1,000.0 (23.6)— — 
Notes:
Senior secured notes - 10.50%, due February 15, 2028
   (discount based on imputed interest rate of 10.99%)
— — 2,900.0 (37.5)
Senior secured notes - 4.75%, due April 15, 2028
   (discount based on imputed interest rate of 5.04%)
570.0 (3.6)570.0 (5.0)
Senior secured notes - 8.25%, due October 1, 2031
   (premium based on imputed interest rate of 7.29%)
2,200.0 99.3 — — 
Senior secured notes - 7.50%, due October 15, 2033
   (discount based on imputed interest rate of 7.72%)
1,400.0 (17.8)— — 
Senior unsecured notes - 6.50%, due February 15, 2029
   (discount based on imputed interest rate of 6.83%)
1,110.0 (10.3)1,110.0 (13.1)
Senior unsecured notes - 6.00%, due January 15, 2030
   (discount based on imputed interest rate of 6.27%)
700.0 (6.6)700.0 (8.0)
Senior unsecured notes - 8.625%, due June 15, 2032
   (discount based on imputed interest rate of 9.16%)
600.0 (15.6)— — 
Convertible senior notes - 7.50%, due December 1, 2027
   (discount based on imputed interest rate of 8.29%)
306.5 (4.3)306.5 (6.3)
ABS Notes and Bridge Loan Facility:
ABS Bridge Loan Facility - variable rate, due
   September 1, 2025 (discount based on imputed
   interest rate of 10.33%)
— — 275.0 (3.7)
Series 2025-1:
ABS Notes (Class A-2) - 5.877%, due April 1, 2030
   (discount based on imputed interest rate of 6.36%)
426.0 (7.6)— — 
ABS Notes (Class B) - 6.369%, due April 1, 2030
   (discount based on imputed interest rate of 6.86%)
65.0 (1.2)— — 
ABS Notes (Class C) - 9.018%, due April 1, 2030
   (discount based on imputed interest rate of 9.54%)
98.0 (1.8)— — 
Series 2025-2:
ABS-2 Notes (Class A-2) - 5.177%, due January 20, 2031
   (discount based on imputed interest rate of 5.76%)
180.0 (4.5)— — 
ABS-2 Notes (Class B) - 5.621%, due January 20, 2031
   (discount based on imputed interest rate of 6.21%)
28.2 (0.7)— — 
ABS-2 Notes (Class C) - 7.834%, due January 20, 2031
   (discount based on imputed interest rate of 8.45%)
41.8 (1.1)— — 
Total$9,540.5 $(1.1)$5,861.5 $(77.9)
Notes and other debt, net were as follows:

(Millions)December 31,
2025
December 31,
2024
Total principal amount$9,540.5 $5,861.5 
Unamortized premium (discount) and deferred financing costs(1.1)(77.9)
Less current portion of notes and other debt(10.0)— 
Notes and other debt, net$9,529.4 $5,783.6 

Debt Restructuring Subsequent to the Merger

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

Senior Secured Credit Facilities

Uniti Credit Agreement

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

The Uniti Credit Agreement governing the senior secured credit facility permits the borrowers, subject to customary conditions, to incur (i) new term loan facility borrowings and/or increased commitments under the Uniti Credit Agreement in an unlimited amount, so long as, on a pro forma basis after giving effect to any such borrowings or increases, our consolidated secured leverage ratio, as defined in the Uniti Credit Agreement, does not exceed 4.00 to 1.00 and (ii) other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, our consolidated total net leverage ratio, as defined in the Uniti Credit Agreement, does not exceed 6.50 to 1.00, and if such debt is secured, our consolidated secured net leverage ratio, as defined in the Uniti Credit Agreement, does not exceed 4.00 to 1.00. New term loan facility borrowings and incremental revolving commitments under the Uniti Credit Agreement are uncommitted and the availability thereof will depend on market conditions at the time the borrowers seek to incur such borrowings and/or commitments.
Borrowings under the Uniti Revolver bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75% to 3.50% or a SOFR term rate plus an applicable margin ranging from 3.75% to 4.50%, in each case, calculated in a customary manner and determined based on our consolidated secured net leverage ratio. We are required to pay a quarterly commitment fee under the Uniti Revolver equal to 0.50% of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.40% per annum of the average amount of unused commitments during the applicable quarter upon achievement of a consolidated secured net leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to SOFR borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter.

During the year ended December 31, 2025, the Company borrowed $429.0 million under the Uniti Revolver and repaid all of these borrowings by the end of the period. Comparatively, during the year ended December 31, 2024, the Company borrowed $130.0 million under the Uniti Revolver and repaid all of these borrowings by the end of the period. There were $0.3 million letters of credit as of December 31, 2025, and accordingly, the amount available for borrowing under the Uniti Revolver was $499.7 million as of December 31, 2025.

The senior secured credit facility under the Uniti Credit Agreement contains certain customary affirmative covenants, as well as certain customary negative covenants that, among other things, restrict, subject to certain exceptions, the ability of the borrowers and their subsidiaries to incur indebtedness, grant liens on their assets, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay certain dividends and other restricted payments. These negative covenants are similar to the negative covenants contained in the indentures that govern our outstanding notes, subject to certain exceptions. The borrowers and their subsidiaries are also required to maintain a consolidated secured net leverage ratio not to exceed 5.00 to 1.00. In addition, the Uniti Credit Agreement contains customary events of default, including a cross-default provision whereby the failure of the borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Uniti Credit Agreement. In particular, a repayment obligation could be triggered if (i) the borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of December 31, 2025, the borrowers were in compliance with all of the covenants under the Uniti Credit Agreement.

Windstream Credit Agreement

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

Borrowings under the Windstream Revolver bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75% to 3.50% or a SOFR term rate plus an applicable margin ranging from 3.75% to 4.50%, in each case, calculated in a customary manner and determined based on our consolidated total senior secured leverage ratio. The Windstream Term Loan bears interest based on a floating rate plus a margin (which, at Uniti Services’ election, may be the Base Rate plus 3.75% or the Adjusted Term SOFR Rate plus 4.75% (each as defined in the Windstream Credit Agreement, provided that the Adjusted Term SOFR Rate “floor” shall be 0%). The 2025 Term Loan bears interest based on a floating rate plus a margin (which, at Uniti Services’ election, may be the Base Rate plus 3.00% or the Adjusted Term SOFR Rate plus 4.00% (each as defined in the existing Windstream Credit Agreement, provided that the Adjusted Term SOFR Rate “floor” shall be 0%)).

Each of the Windstream Term Loan and the 2025 Term Loan is subject to mandatory prepayment and reduction in an amount equal to (a) 100% of the net cash proceeds of non-ordinary course asset dispositions or casualty events (with step-downs to (1) 50.0% if the consolidated first lien secured leverage ratio would be less than or equal to 1.50 to 1.00 but greater than 1.00 to 1.00, or (2) 0% if the consolidated first lien senior secured leverage ratio would be less than or equal to 1.00 to 1.00, subject to the right to reinvest such proceeds within a specified period of time and certain other exceptions and (b) 100% of the net cash proceeds received from the incurrence of any certain indebtedness not expressly permitted under the Windstream Credit Agreement.
Voluntary prepayments of borrowings outstanding under the Windstream Credit Agreement are currently permitted at any time without premium or penalty; provided that any voluntary prepayment, refinancing or repricing of the 2025 Term Loan in connection with certain repricing transactions that occur prior to the six-month anniversary of the closing of the 2025 Term Loan shall be subject to a prepayment premium of 1.00% of the principal amount of the term loans so prepaid, refinanced or repriced.

The variable interest rate on the Windstream Term Loan ranged from 8.57% to 9.21%, and the weighted average rate on amounts outstanding on the Windstream Term Loan was 9.10% for the period August 1, 2025 to December 31, 2025. The variable interest rate on the 2025 Term Loan ranged from 7.72% to 8.11%, and the weighted average rate on amounts outstanding on the 2025 Term Loan was 7.98% between the time of initial incurrence and December 31, 2025.

During the period August 1, 2025 to December 31, 2025, the Company borrowed $460.0 million under the Windstream Revolver and repaid $180.0 million of these borrowings by the end of the period. Considering letters of credit of $117.6 million, the amount available for borrowing under the Windstream Revolver was $42.4 million as of December 31, 2025.

The variable interest rate on borrowings outstanding under the Windstream Revolver ranged from 7.82% to 10.75%, and the weighted average rate on amounts outstanding was 8.45% for the period August 1, 2025 to December 31, 2025.

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

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

Guarantees and Security under Uniti Credit Agreement and Windstream Credit Agreement

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

Senior Notes

Secured Notes

On April 20, 2021, Uniti Services (as successor to Uniti Group LP), Uniti Group Finance and CSL Capital issued $570.0 million aggregate principal amount of 4.75% senior secured notes due 2028 (the “4.75% secured notes”) pursuant to an indenture with Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “4.75% secured notes indenture”).
On February 14, 2023, Uniti Services, Uniti Fiber Holdings Inc. (“Uniti Fiber Holdings”), Uniti Group Finance and CSL Capital issued $2.6 billion aggregate principal amount of 10.50% senior secured notes due February 2028 (the “initial 10.50% secured notes”) under an indenture among such issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “10.50% secured notes indenture”). On May 17, 2024, such issuers issued a $300.0 million aggregate principal amount of 10.50% senior secured notes due February 2028 which, pursuant to the terms of the indenture governing such notes, were mandatorily exchanged for 10.50% secured notes issued as “additional notes” under the 10.50% secured notes indenture (the “additional 10.50% secured notes” and, together with the initial 10.50% secured notes, the “10.50% secured notes”). The additional 10.50% secured notes formed part of the same series as the initial 10.50% secured notes issued under the 10.50% secured notes indenture and have the same CUSIP numbers as, and are fungible with, the initial 10.50% secured notes. In February 2025, the Company used a portion of the net proceeds from the offering of ABS Notes to redeem $125.0 million of the then outstanding 10.50% secured notes. Uniti Services used the proceeds from the offering of the 7.50% senior secured notes due 2033, which it issued on October 6, 2025, together with the proceeds from the 2025 Term Loan to fund the redemption in full of the 10.50% secured notes.

On October 4, 2024, Uniti Services (formerly Windstream Services) and Windstream Escrow Finance Corp., as co-issuers, issued $800.0 million of 8.25% senior secured notes due 2031 (the “8.25% secured notes”) pursuant to an indenture with Wilmington Trust, National Association, as trustee and notes collateral agent (the “8.25% secured notes indenture”). On December 23, 2024, Uniti Services and Windstream Escrow Finance Corp., as co-issuers, issued $1.4 billion aggregate principal amount of 8.25% secured notes as “additional notes” under the 8.25% secured notes indenture.

On October 6, 2025, Uniti Services issued $1.4 billion aggregate principal amount of 7.50% senior secured notes due 2033 (the “7.50% secured notes”) pursuant to an indenture, dated as of October 6, 2025 (the “7.50% secured notes indenture” and, together with the 4.75% secured notes indenture and the 8.25% secured notes indenture, the “secured notes indentures”), among Uniti Services, as issuer, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and as collateral agent. The 4.75% secured notes, the 8.25% secured notes and the 7.50% secured notes are collectively referred to as the “existing secured notes”.

We may redeem some or all of the existing secured notes at certain fixed redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest, as set forth in the secured notes indentures. The issuers and guarantors of the existing secured notes also either issue or guarantee our other senior notes.

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

Senior Unsecured Notes

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

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

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

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

7.50% Convertible Senior Notes due 2027

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

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

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

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

Asset-Backed Notes and Bridge Loan Facility

On February 23, 2024, Uniti Fiber Bridge Borrower LLC (the “ABS Bridge Borrower”), Uniti Fiber Bridge HoldCo LLC and Uniti Fiber GulfCo LLC (together, the “ABS Bridge Loan Parties”), each an indirect, bankruptcy-remote subsidiary of the Company, entered into a bridge loan and security agreement, dated as of February 23, 2024 (the “ABS Loan Agreement”). The ABS Loan Agreement provided for a secured, multi-draw term loan facility of up to $350.0 million (the “ABS Loan Facility”).
On February 3, 2025, the ABS Notes Issuers issued $589.0 million aggregate principal amount of secured fiber network revenue term notes, consisting of $426.0 million 5.88% Series 2025-1, Class A-2 term notes, $65.0 million 6.37% Series 2025-1, Class B term notes and $98.0 million 9.02% Series 2025-1, Class C term notes, each with an anticipated repayment date in April 2030 (collectively, the "ABS 2025-1 Notes"). The ABS 2025-1 Notes were issued as part of a securitization transaction, pursuant to which certain of the Company’s fiber network assets and related customer contracts in the State of Florida and the Gulf Coast region of Louisiana, Mississippi and Alabama, including the assets of the ABS Bridge Loan Parties that secured the ABS Loan Facility, were contributed to the ABS Notes Issuers, Uniti Fiber GulfCo LLC and Uniti Fiber TRS AssetCo LLC (collectively, the “ABS Notes Obligors”). The cash flow from these contributed assets will be used to service the obligations under the ABS 2025-1 Notes. The ABS 2025-1 Notes were issued pursuant to an indenture, dated as of February 3, 2025 (the "Initial ABS Base Indenture"), as supplemented by a Series 2025-1 Supplement thereto, dated as of February 3, 2025, in each case by and among the ABS Notes Obligors and Wilmington Trust, National Association, as indenture trustee. On February 3, 2025, the Company used a portion of the net proceeds from the offering of the ABS Notes to repay and terminate the ABS Loan Facility.

On October 24, 2025, the ABS Notes Issuers issued $250.0 million aggregate principal amount of secured fiber network revenue term notes, consisting of $180.0 million 5.177% Series 2025-2, Class A-2 term notes, $28.2 million 5.62% Series 2025-2, Class B term notes and $41.8 million 7.83% Series 2025-2, Class C term notes (collectively, the “ABS 2025-2 Notes” and, together with the ABS 2025-1 Notes, the “ABS Notes”), each with an anticipated repayment date in January 2031. The ABS 2025-2 Notes were issued pursuant to the Initial ABS Base Indenture, as amended and restated on October 24, 2025 (as so amended and restated, the “ABS Base Indenture”), as supplemented by a Series 2025-2 Supplement thereto, dated as of October 24, 2025, in each case by and among the ABS Notes Obligors and Wilmington Trust, National Association, as indenture trustee.

In connection with the issuance of the ABS 2025-2 Notes, the ABS Base Indenture, as supplemented by the Series 2025-2 Supplement, also permits up to $75.0 million of Series 2052-2, Class A-1 variable funding notes (the “Class A-1 Variable Funding Notes”) issued by the ABS Notes Issuers. Drawings and the other terms related to the Class A-1 Variable Funding Notes are governed by the ABS Base Indenture, as supplemented by the Series 2025-2 Supplement, and a Class A-1-V Note Purchase Agreement, dated as of October 24, 2025 (the “VFN Purchase Agreement”), among the ABS Notes Obligors, Uniti Fiber Holdings Inc., as manager of the securitization program, certain committed note purchasers, conduit investors and funding agents, and Barclays Bank PLC, as the administrative agent. As of December 31, 2025, there was no aggregate principal amount of Class A-1 Variable Funding Notes outstanding.

The ABS Notes and the Class A-1 Variable Funding Notes are obligations only of the ABS Notes Obligors pursuant to the ABS Base Indenture, as supplemented. Pursuant to the ABS Base Indenture, the ABS Notes and the Class A-1 Variable Funding Notes are guaranteed by the ABS Notes Obligors and each of the ABS Notes Issuer’s respective direct parent entity companies (each, a “Holdco Guarantor”), and such guarantees, the ABS Notes and the Class A-1 Variable Funding Notes are secured by security interests in the equity interests in each of the ABS Notes Issuers and substantially all of the assets of the ABS Notes Issuers and the other ABS Notes Obligors, which assets are primarily the fiber network assets and related customer contracts in the States of Alabama, Florida, Georgia, Louisiana, Mississippi and South Carolina that have been sold or contributed to the ABS Notes Obligors by the non-securitization subsidiaries of the Company and the revenue collections and other proceeds thereof. Neither the Company nor any subsidiary of the Company, other than the ABS Notes Obligors and the Holdco Guarantors (all of which are unrestricted subsidiaries under the Company’s other debt agreements), guarantee or liable in any way for the obligations of the ABS Notes Obligors under the ABS Base Indenture, the ABS Notes or the Class A-1 Variable Funding Notes, and neither the Holdco Guarantors, the ABS Notes Issuers nor any of the other ABS Notes Obligors guarantee or be liable in any way for the obligations of the Company or its subsidiaries under the Company’s other debt agreements.

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

Deferred financing costs were incurred in connection with the issuance of the notes and other debt obligations. These costs are deferred and amortized using the effective interest method over the term of the related indebtedness and are included in interest expense in our consolidated statements of income. For the years ended December 31, 2025, 2024, and 2023, we recognized $21.8 million, $23.8 million, and $18.1 million of non-cash interest expense, respectively, related to the amortization of deferred financing costs.

Loss on Extinguishment of Debt

In connection with the October 2025 refinancing transactions, the Company incurred $32.4 million in arrangement, legal and other third-party fees and paid a redemption premium to holders of the 10.50% secured notes of $119.5 million. At the time of completing the refinancing transactions, there were $23.1 million in unamortized discount and debt issuance costs related to the 10.50% secured notes.

Based on an analysis of participating creditors, the Company concluded that the refinancing transactions should be accounted for as a debt extinguishment. Accordingly, the Company recognized a pretax loss on the extinguishment of debt totaling $142.6 million, consisting of the write-off of the redemption premium of $119.5 million and the write-off of the unamortized discount and debt issuance costs of $23.1 million. The $32.4 million in arrangement, legal and other third-party fees were capitalized and amortized over the terms of the new debt obligations in accordance with the extinguishment method of accounting.

As previously discussed above, in February 2025, Old Uniti used a portion of the net proceeds from the offering of the ABS Notes to repay and terminate the ABS Loan Facility and to redeem $125.0 million aggregate principal amount of its 10.50% secured notes. In June 2025, Old Uniti had also used a portion of the net proceeds from the offering of the 8.625% unsecured notes to fund the partial redemption of $500.0 million aggregate principal amount of the 10.50% secured notes, including related premiums, fees and expenses. In connection with these transactions, Old Uniti recognized aggregate pretax losses on the partial extinguishment of the 10.50% secured notes of $37.2 million, which included $6.3 million for the write off of the unamortized discount and deferred financing costs and $30.9 million for the redemption premiums, and a pretax loss on the extinguishment of the ABS Loan Facility of $3.2 million, consisting of the write off of the unamortized discount and deferred financing costs.

In 2023, Uniti Group LP, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber Holdings issued $2.6 billion aggregate principal amount of initial 10.50% senior notes and used the net proceeds from the offering to fund the redemption in full of all outstanding $2.25 billion 7.88% senior secured notes due 2025 (the “2025 Secured Notes”). As a result, Old Uniti recorded a pretax loss on the extinguishment of debt of $32.3 million related to the repayment of the 2025 Secured Notes, which included $10.3 million attributable to the write off of the unamortized discount and deferred financing costs and the write-off of the call premium of $22.0 million. During 2023, Old Uniti also repurchased approximately $15.0 million of its 4.00% exchangeable notes due June 15, 2024 (the “exchangeable notes”) for total cash consideration of $13.7 million. In connection with the repurchase, Old Uniti recorded a pretax gain on extinguishment of debt of $1.1 million, which included $0.1 million attributable to the write off of the unamortized discount and deferred financing costs.
Interest Expense, Net

Interest expense, net was as follows for the years ended December 31:

(Millions)202520242023
Senior secured notes$381.5 $321.1 $296.3 
Senior unsecured notes164.0 139.4 142.2 
Senior secured revolving credit facility - variable rate10.8 7.2 14.1 
ABS Notes and Bridge Loan Facility39.4 18.9 — 
Interest rate cap0.7 1.5 — 
Interest rate swaps(2.3)— — 
Amortization of deferred financing costs and debt premium/discount14.3 22.7 18.5 
Accretion of settlement payable1.7 6.2 10.5 
Capitalized interest(9.7)(2.8)(1.3)
Other2.4 (2.8)0.9 
Total interest expense, net$602.8 $511.4 $481.2