During 2024, we formed the Uniti Fiber ABS Parent LLC (“ABS Parent”) and 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 Credit Agreement and the applicable indentures governing the Company’s outstanding senior notes. During 2025, we formed the ABS Notes Obligors (other than Uniti Fiber GulfCo LLC, which was formed in 2024), each a subsidiary of ABS Parent and an indirect, bankruptcy-remote subsidiary of the Company. Each ABS Notes Obligor is an unrestricted subsidiary under the Credit Agreement and the applicable indentures governing the Company’s senior notes. See Note 7.


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


	As of December 31, 2024
(Millions)	Unrestricted Subsidiaries		Restricted Subsidiaries		Eliminations		Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	1.7	$	153.9	$	—	$	155.6
Restricted cash	28.1		0.1		—		28.2
Accounts receivable, net	9.0		46.4		(3.9)		51.5
Prepaid expenses	—		16.2		—		16.2
Other current assets	0.1		18.0		—		18.1
Total current assets	38.9		234.6		(3.9)		269.6
Goodwill	—		157.4		—		157.4
Intangible assets, net	—		275.4		—		275.4
Property, plant and equipment, net	446.5		3,763.2		—		4,209.7
Operating lease right-of-use assets, net	—		126.8		—		126.8
Deferred income tax assets, net	—		128.0		—		128.0
Other assets	0.8		284.9		(170.5)		115.2
Total assets	$	486.2	$	4,970.3	$	(174.4)	$	5,282.1
Liabilities and shareholders' equity (deficit):
Current liabilities:
Accounts payable	$	3.2	$	14.3	$	(3.9)	$	13.6
Deferred revenue	4.6		79.9		—		84.5
Current portion of operating lease obligations	—		12.7		—		12.7
Accrued taxes	0.2		6.9		—		7.1
Accrued interest	0.9		143.0		—		143.9
Other current liabilities	—		118.9		—		118.9
Total current liabilities	8.9		375.7		(3.9)		380.7
Notes and other debt, net	271.3		5,512.3		—		5,783.6
Noncurrent operating lease obligations	—		67.8		—		67.8
Noncurrent deferred revenue	38.8		1,277.7		—		1,316.5
Other liabilities	—		185.4		—		185.4
Total liabilities	319.0		7,418.9		(3.9)		7,734.0
Shareholders' equity (deficit):
Total shareholders' equity (deficit)	167.2		(2,448.6)		(170.5)		(2,451.9)
Total liabilities and shareholders' equity (deficit)	$	486.2	$	4,970.3	$	(174.4)	$	5,282.1


	For the Year Ended December 31, 2025
(Millions)	Unrestricted Subsidiaries		Restricted Subsidiaries		Eliminations		Consolidated
Total revenues and sales	$	152.0	$	2,152.6	$	(70.1)	$	2,234.5
Costs and expenses:
Cost of services (exclusive of depreciation and amortization)	53.0		687.5		(53.9)		686.6
Cost of sales (exclusive of depreciation and amortization)	—		56.0		—		56.0
Selling, general and administrative	18.1		349.6		(16.2)		351.5
Depreciation and amortization	25.4		641.2		—		666.6
Gain on sale of operating assets	—		—		—		—
Transaction related and other costs	—		211.8		—		211.8
Total costs and expenses	96.5		1,946.1		(70.1)		1,972.5
Operating income	55.5		206.5		—		262.0
Other expense, net	—		8.1		—		8.1
Loss on extinguishment of debt	—		(183.0)		—		(183.0)
Gain on settlement of preexisting relationships	0.2		1,683.7		—		1,683.9
Interest expense, net	(41.7)		(561.1)		—		(602.8)
Income before income taxes	14.0		1,154.2		—		1,168.2
Income tax benefit	—		136.5		—		136.5
Net income	$	14.0	$	1,290.7	$	—	$	1,304.7


	For the Year Ended December 31, 2024
(Millions)	Unrestricted Subsidiaries		Restricted Subsidiaries		Eliminations		Consolidated
Total revenues and sales	$	71.5	$	1,109.6	$	(14.2)	$	1,166.9
Costs and expenses:
Cost of services (exclusive of depreciation and amortization)	—		128.6		—		128.6
Cost of sales (exclusive of depreciation and amortization)	—		11.7		—		11.7
Selling, general and administrative	32.9		86.3		(14.2)		105.0
Depreciation and amortization	17.3		297.6		—		314.9
Gain on sale of operating assets	—		(19.0)		—		(19.0)
Transaction related and other costs	—		38.7		—		38.7
Total costs and expenses	50.2		543.9		(14.2)		579.9
Operating income	21.3		565.7		—		587.0
Other income, net	—		0.3		—		0.3
Loss on extinguishment of debt	—		—		—		—
Interest expense, net	(24.1)		(487.3)		—		(511.4)
(Loss) income before income taxes	(2.8)		78.7		—		75.9
Income tax benefit	—		17.5		—		17.5
Net (loss) income	$	(2.8)	$	96.2	$	—	$	93.4


(Millions, except par value)	December 31, 2025		December 31, 2024
Assets:
Current assets:
Cash and cash equivalents	$	—	$	0.9
Total current assets	—		0.9
Investment in consolidated subsidiaries	393.6		—
Total assets	$	393.6	$	0.9
Liabilities:
Current liabilities:
Accrued taxes	$	6.2	$	6.5
Other current liabilities	3.7		0.7
Total current liabilities	9.9		7.2
Notes and other debt, net	—		300.2
Deferred tax liability, net	3.4		—
Cash distributions and losses in excess of investments in consolidated subsidiaries	—		2,145.9
Total liabilities	13.3		2,453.3
Shareholders' equity (deficit):
Preferred stock, $0.0001 par value, 0.6 million shares issued and outstanding at December 31, 2025	—		—
Old Uniti Preferred stock, $0.0001 par value, 50.0 million shares authorized, no shares issued and outstanding at December 31, 2024	—		—
Common stock, $0.0001 par value, 5,550.0 million shares authorized, 234.0 million shares issued and outstanding at December 31, 2025 and 500.0 million shares authorized, 143.2 million shares issued and outstanding at December 31, 2024	—		—
Additional paid-in capital	2,790.1		1,236.0
Accumulated other comprehensive loss	(1.9)		(0.6)
Distributions in excess of accumulated earnings	(2,407.9)		(3,687.8)
Total Uniti shareholders' equity (deficit)	380.3		(2,452.4)
Total liabilities and shareholders' equity	$	393.6	$	0.9


	Year Ended December 31,
(Millions)	2025		2024		2023
Costs and Expenses:
General and administrative expenses	$	—	$	0.1	$	0.1
Total costs and expenses	—		0.1		0.1
Operating loss	—		(0.1)		(0.1)
Other expense, net	(0.1)		—		—
Gain on settlement of preexisting relationships	499.1		—		—
Earnings (loss) from consolidated subsidiaries	543.1		118.5		(57.8)
Interest expense	(14.5)		(24.8)		(24.6)
Income (loss) before income taxes	1,027.6		93.6		(82.5)
Income tax benefit (expense)	277.1		(0.2)		0.8
Net income (loss) attributable to shareholders	1,304.7		93.4		(81.7)
Comprehensive income (loss) attributable to shareholders	$	1,303.4	$	92.8	$	(81.7)


	Year Ended December 31,
(Millions)	2025		2024		2023
Cash flow from operating activities:
Net cash (used in) provided from operating activities	$	(0.5)	$	108.3	$	104.6
Cash flow from investing activities
Merger cash consideration paid	(370.7)		—		—
Net cash used in investing activities	(370.7)		—		—
Cash flow from financing activities
Dividends paid	—		(108.5)		(107.4)
Intercompany transactions, net	372.0		1.4		1.4
Other	(1.7)		(0.9)		(0.7)
Net cash provided from (used in) financing activities	370.3		(108.0)		(106.7)
Net (decrease) increase in cash and cash equivalents	(0.9)		0.3		(2.1)
Cash and cash equivalents at beginning of period	0.9		0.6		2.7
Cash and cash equivalents at end of period	$	—	$	0.9	$	0.6

Uniti Group Inc.’s ("Uniti" or "the Company") parent company financial information should be read in conjunction with the annual consolidated financial statements and notes of Uniti and its subsidiaries included in Item 8. "Financial Statements and Supplementary Data" in this Annual Report on Form 10-K. The Company 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 in Note 2 below).

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 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.

Similar to Old Uniti, the Company has no material assets or operations other than its 100.0% ownership in its consolidated subsidiaries. Following the Merger, the Company has no debt obligations. For periods prior to the Merger, notes and other debt, net consisted of the 7.50% convertible notes due on December 1, 2027, for which Old Uniti was the primary obligor. Interest expense associated with the convertible debt has been presented in the condensed statements of comprehensive income (loss) for the periods January 1, 2025 to July 31, 2025 and for the years ended December 31, 2024 and 2023. Upon conversion, the issuance of common stock will be reflected in the equity of the Company.

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 was treated as the accounting acquirer, financial information for periods prior to the Merger reflect the historical activity of Old Uniti.

For periods prior to the Merger, as a REIT, Old Uniti presented an unclassified balance sheet, and following the Merger, the Company has presented a classified balance sheet. Accordingly, the consolidated balance sheet as of December 31, 2024 has been reclassified to present current assets and current liabilities separate and apart from noncurrent assets and liabilities; These reclassifications had no effect on previously reported total assets, total liabilities and total shareholders’ deficit as of December 31, 2024.

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

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 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.

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 of the Merger on a fully diluted basis after giving effect to such warrants. Windstream’s equityholders also received approximately $370.7 million in cash (net of certain transaction-related expenses) on a pro-rata basis (the “Merger Cash Consideration”).

Prior to completion of the Merger, Old Uniti and Windstream had several preexisting relationships primarily comprised of (i) two structurally similar long-term exclusive triple-net lease agreements (collectively, the “Windstream Leases”),(ii) an asset purchase agreement, pursuant to which Old Uniti paid Windstream in exchange for exclusive rights to use certain fiber strand miles leased by Windstream, certain fiber assets (and underlying rights) owned by Windstream, dark fiber IRU arrangements relating to the fiber strand miles and fiber assets, and a 20-year IRU for certain strands included in the transferred fiber assets that Uniti granted to Windstream (the “Asset Purchase Agreement”), and (iii) various other leasing and supplier arrangements between Old Uniti and Windstream.

Upon consummation of the Merger, all historical preexisting relationships between Old Uniti and Windstream were considered effectively settled for accounting purposes and the related transactions and balances became intercompany transactions eliminated in the preparation of the Company’s post-Merger consolidated financial statements. To the extent the settled preexisting contractual arrangement was deemed favorable or unfavorable from the perspective of Old Uniti, the fair value of the off-market component was included in total merger consideration. As of the Merger date, the Windstream Leases were deemed to be above market from the perspective of Old Uniti and the fair value of the off-market component was estimated to be $559.0 million based on the remaining contractual lease payments and current market rates. Conversely, the Asset Purchase Agreement was deemed to be unfavorable from the perspective of Old Uniti and the fair value of the off-market component was estimated to be $(60.0) million based on the estimated remaining value of the upfront payment of the IRU contract. The other leasing and supplier agreements were determined to be at market, and therefore, were effectively settled at the historical carrying value, which had a $0.1 million impact on total merger consideration.