Uniti Group Inc.

Note 11. Earnings Per Share:

As previously discussed in Note 2 in connection with the Merger, historical earnings per share data, including the weighted average number of common shares outstanding, has been retrospectively adjusted to reflect the exchange ratio for all periods presented.

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. The New Uniti Warrants issued in connection with the Merger are considered participating securities and are convertible into shares of our common stock for nominal additional consideration. Accordingly, the New Uniti Warrants are included in the denominator for both basic and diluted earnings per share. Dilutive earnings per share also includes the dilutive effect of the New Uniti Preferred Stock issued in the Merger, the 2027 convertible notes and exchangeable notes, restricted stock and performance-based awards outstanding during the period, if their effect is not anti-dilutive.

Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method. We also have outstanding performance-based restricted stock units that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met.

The dilutive effect of the New Uniti Preferred Stock was calculated by using the “if-converted” method, which assumes an add-back of dividends to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the 4.00% exchangeable notes that matured and were repaid on June 15, 2024 (the “Exchange Notes”) and the 2027 convertible notes was calculated by using the “if-converted” method. For the three and nine months ended September 30, 2024, the effect of the 2027 convertible notes and Exchange Notes were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.

The following sets forth the computation of basic and diluted earnings per share under the two-class method:

For the three and nine months ended September 30, 2025,1.3 million non-participating securities were excluded from the computation of earnings per share, as their performance conditions have not been met, and 0.8 million non-participating securities were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2024,0.9 million non-participating securities were excluded from the computation of earnings per share, as their performance conditions have not been met. For the three and nine months ended September 30, 2024, we excluded 25.3 million and 30.2 million potential common shares related to the 2027 convertible notes, respectively, from the computation of earnings per share, as their effect would have been anti-dilutive.