Uniti Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Uniti Group Inc.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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2101 Riverfront Drive, Suite A

Little Rock, Arkansas 72202

Telephone: (501) 850-0820

www.uniti.com

2026 PROXY STATEMENT AND

NOTICE OF ANNUAL MEETING

www.virtualshareholdermeeting.com/UNIT2026

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Uniti Group Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 21, 2026, at 8:00 a.m. (Eastern time). The Annual Meeting will be completely virtual, which means stockholders will be able to attend the Annual Meeting, vote and submit questions during the live webcast of the Annual Meeting by visitingwww.virtualshareholdermeeting.com/UNIT2026.

Items of Business

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At the Annual Meeting, holders of our common stock will be asked to consider and vote upon the following proposals, all of which are discussed in greater detail in the accompanying proxy statement:

To elect the nine director nominees named in the attached proxy statement to serve until the 2027 annual meeting of stockholders and until successors are duly elected or until the earliest of their removal, resignation or death;

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To approve an increase in the number of shares available for issuance under the Uniti Group Inc. 2025 Equity Incentive Plan (the “2025 Plan”);

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To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers;

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To approve, on an advisory basis, the frequency of future votes to approve the compensation of the Company’s named executive officers;

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To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the year ending December 31, 2026; and

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To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

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Only stockholders of record at the close of business on March 23, 2026, the record date for the Annual Meeting, will be entitled to vote at the Annual Meeting and any adjournments or postponements thereof. To make it easier for you to vote, both Internet and telephone voting are available. The instructions on the proxy card describe how to use these convenient services.

Your vote is important to us and to our business. Whether or not you plan to participate in the Annual Meeting, we encourage you to read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible.

PROXY SUMMARY

This summary highlights certain information contained elsewhere in the accompanying proxy statement, but does not contain all of the information you should consider before voting your shares. For more complete information regarding the proposals to be voted upon at the Annual Meeting and our fiscal year 2025 performance, please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We use the terms “Uniti,” the “Company,” “we,” “our” and “us” in this summary to refer to Uniti Group Inc.

Annual Meeting

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Voting Matters

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If a frequency option does not receive a majority of votes cast, the option receiving the most votes will be considered the stockholders’ recommendation.

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Corporate Governance Highlights (see page 8)

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Uniti is committed to strong corporate governance practices and policies, which promote both the long-term interests of our stockholders and the accountability of the Board of Directors of the Company (the “Board”) and management. The following table summarizes certain of our corporate governance practices and policies:

We value an open and active dialogue with our stockholders, and we believe that regular communication with our stockholders is vital to our long-term success. We strive to foster strong stockholder relationships that lead to a mutual understanding of issues and approaches. During 2025, members of our management team met and communicated with many of our stockholders to ensure that we fully understand our stockholders’ concerns with respect to governance and other matters.

Board and Board Committees (see page 8)

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The following table contains information about the current members of the Board of Directors of Uniti.

Member Chairperson Financial Expert

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(1)

Randy Dunbar and Paul Sunu will not stand for re-election, and each of their current terms as a director will end as of the Annual Meeting. We acknowledge with gratitude each director’s service on the Board and their contributions to Uniti and its management team.

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(2)

All directors listed above were appointed to serve on the Board on August 1, 2025 in connection with the closing of the Merger. For more information, see the section below titled “Overview of the Merger with Windstream.”

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Director Nominees (see page 14)

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The following table contains information about the nine candidates who have been nominated for election to the Board. Each nominee (except for Messrs. Appleby and Weber) is currently a director of Uniti.

2025 Executive Compensation (see page 33)

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Compensation decisions regarding executive compensation are made by the Compensation Committee. The Compensation Committee believes that a sensibly structured, incentive-aligning compensation program is critical to the creation of long-term stockholder value. The following table summarizes certain highlights of our compensation practices: