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

Prior to the merger, Old Uniti's Board of Directors adopted the Uniti Group Inc. 2015 Equity Incentive Plan (the “2015 Equity Plan”), which is administered by the Compensation Committee of the Board of Directors. Awards issuable under the 2015 Equity Plan include incentive stock options, “non-qualified” stock options, stock appreciation rights, performance units and performance shares, restricted shares, and restricted stock units.

In connection with the Merger, the Company’s Board of Directors adopted the Uniti Group Inc. 2025 Equity Incentive Plan (the “2025 Equity Plan”), which is administered by the Compensation Committee of the Board of Directors. Awards issuable under the 2025 Equity Plan include incentive stock options, “non-qualified” stock options, stock appreciation rights, performance units and performance shares, restricted shares, and restricted stock units.

We calculate the grant date fair value of non-vested shares of restricted stock awards using the closing sale prices on the trading day on the grant date. The restricted stock awards are amortized on a straight-line basis to expense over the vesting period, which is generally three years. As of December 31, 2025, the total shares available for future issuance were 5,737,993 shares under the 2025 Equity Plan. The following table sets forth the number of granted restricted stock awards, the weighted-average fair value and total fair value of these awards at the date of grant:


(Number of shares in thousands)	Restricted Awards	Weighted Average Grant Date Fair Value Per Share	Total Grant Date Fair Value (in millions)
Granted during the year ended December 31, 2025	2,137.6	$8.39	$	17.9
Granted during the year ended December 31, 2024	3,385.2	$7.17	$	24.3
Granted during the year ended December 31, 2023	907.9	$9.59	$	8.7


(Thousands, except fair value)	Restricted Awards	Weighted Average Fair Value at Grant Date	Aggregate Intrinsic Value(1)
Unvested balance December 31, 2024	4,005.3	$7.78
Granted	2,137.6	$8.39
Forfeited	(61.1)	$6.42
Vested	(839.7)	$9.27
Unvested balance, December 31, 2025	5,242.1	$7.56	$	36,747

(1)The aggregate intrinsic value is calculated using the market value of our common stock as of December 31, 2025. The market value as of December 31, 2025 was $7.01 per share, which was the closing price of our common stock reported for transactions effected on the Nasdaq Global Select Market on December 31, 2025, the final trading day of 2025.

As of December 31, 2025, total unrecognized compensation expense on restricted awards was approximately $23.4 million, and the expense is expected to be recognized over a weighted average vesting period of 1.3 years.

The Company grants long-term incentives to members of management in the form of performance-based restricted stock units (“PSUs”) under the 2015 Equity plan and 2025 Equity Plan. The number of PSUs earned is based on the Company’s achievement of specified performance goals over a specified performance period, and may range from 0% to 200% of the target shares. The PSUs have a service condition that will expire at the end of the three-year performance period provided that the holder continues to be employed by the Company at the end of the performance period. Holders of PSUs are entitled to dividend equivalents, which will be accrued and paid in cash upon the vesting of a PSU. Dividend equivalents are forfeited to the extent that the underlying PSU is forfeited.

The PSUs, in addition to a service condition, are subject to the Company’s performance versus the total return of our peer group, as established by the Company’s Compensation Committee, which includes publicly traded REIT's and telecommunication companies. Upon evaluating the results of the market conditions, the final number of shares is determined, and such shares vest based on satisfaction of the service condition. The PSUs are amortized on a straight-line basis over the vesting period. The following table sets forth the number of granted PSUs, the fair value per share and total fair value of these awards at the date of grant:


(Number of shares in thousands)	Performance Awards	Grant Date Fair Value Per Share	Total Grant Date Fair Value (in millions)
Granted on September 10, 2025	624.9	$10.02	$	6.3
Granted on February 20, 2025	554.1	$12.72	$	7.0
Granted on February 21, 2024	324.3	$13.93	$	4.5
Granted on February 27, 2023	271.1	$13.63	$	3.7


(Thousands, except fair value)	Performance Awards	Weighted Average Fair Value at Grant Date	Aggregate Intrinsic Value(1)
Unvested balance December 31, 2024	851.6	$16.84
Granted	1,179.1	$11.29
Forfeited	(45.6)	$13.80
Vested	(139.9)	$23.92
Unvested balance, December 31, 2025	1,845.2	$12.12	$	12,935

As of December 31, 2025, total unrecognized compensation expense related to PSUs was approximately $13.5 million, and the weighted-average vesting period was 1.9 years. The fair value of each PSU award is estimated at the date of grant using a Monte Carlo simulation. The simulation requires assumptions for expected volatility, risk-free return, and dividend yield. Our assumptions include a 0% dividend yield, which is the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs. The following table summarizes the assumptions used to value the PSUs granted during the years ended December 31:


	2025		2024		2023
Expected term (years)	3.0		3.0		3.0
Expected volatility	57.6	%	60.6	%	56.8	%
Expected annual dividend	0.0	%	0.0	%	0.0	%
Risk free rate	3.8	%	4.4	%	4.4	%

Prior to the merger, Old Uniti's Board of Directors adopted the 2018 Uniti Group Inc. Employee Stock Purchase Plan (the “2018 ESPP”). The 2018 ESPP authorized the issuance of up to 1,205,800 shares of our common stock to any employee so long as the employee was employed on the first day of the applicable offering period. Under the 2018 ESPP, there were two six-month plan periods during each calendar year, one beginning January 1 and ending on June 30, and one beginning July 1 and ending on December 31. Under the 2018 ESPP, the total number of common shares issued were 71,847, 130,337 and 104,085 shares during the years ended December 31, 2025, 2024 and 2023, respectively. No additional shares will be issued under the 2018 ESPP.

Following the Merger, the Company’s Board of Directors adopted the 2025 Uniti Group Inc. Employee Stock Purchase Plan (the “2025 ESPP”). The 2025 ESPP authorizes us to issue up to 1,000,000 shares of our common stock to any employee so long as the employee is employed on the first day of the applicable offering period. Under the 2025 ESPP, there are two six-month plan periods during each calendar year, one beginning October 1 ending March 31, and one beginning April 1 ending September 30. As of December 31, 2025, no shares had been issued under the 2025 ESPP, and accordingly, there were 1,000,000 shares available for future issuance under the 2025 ESPP.

Under the terms of the 2018 ESPP and 2025 ESPP, employees can choose each plan period to have up to 15% of their annual base earnings, limited to $25,000 withheld to purchase our common stock. The purchase price of the stock is 85% of the lower of its beginning-of-period or end-of-period market price.


	2025		2024		2023
Expected term (years)	0.5		0.5		0.5
Expected volatility	50.0	%	59.0	%	58.0	%
Expected annual dividend	—	%	18.7	%	12.2	%
Risk free rate	3.8	%	5.3	%	5.4	%

For the years ended December 31, 2025, 2024 and 2023, we recognized $23.5 million, $13.5 million and $12.5 million, respectively, of compensation expense related to restricted stock awards, performance-based awards and the 2018 ESPP, which was recorded in selling, general and administrative expense in our consolidated statements of income (loss).