Uniti Group Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Item 9B. Other Information
(a) On February 26, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved (i) the termination of the Communication Sales & Leasing, Inc. Deferred Compensation Plan, effective immediately and (ii) the Uniti Group Inc. Annual Short-Term Incentive Plan (the “STIP”), which will be administered by the Committee. The STIP permits the Committee to award and pay cash bonuses to officers, employees and consultants of the Company or any of its subsidiaries or affiliates. The STIP is designed to motivate, attract and retain qualified officers, consultants and other key employees and to promote the alignment of such persons’ interests with those of the Company’s stockholders. The STIP provides the Committee authority to construe and interpret the STIP, make rules and regulations relating to the administration of the STIP, designate eligible persons to receive awards, establish the terms and conditions of the awards and make all other determinations necessary or advisable for the administration of the STIP. The STIP may be amended or terminated by the Committee in any respect at any time, but any amendment that must be approved the Company’s stockholders in order to comply with applicable laws or stock exchange rules will not be effective unless and until such approval has been obtained. The STIP will continue indefinitely until terminated by the Committee, and no award will be made thereunder after such termination. Awards outstanding at the termination of the STIP will continue in accordance with their terms and will not be affected by such termination.
The foregoing description of the STIP is only a summary and does not purport to be complete and is qualified in its entirety by the complete text of the STIP, a copy of which is attached as Exhibit X.X to this Annual Report.
In connection with the adoption of the STIP, the Committee approved award opportunities for 2026 for the Company’s executive officers, including its principal executive officer and principal financial officer. The Committee approved the following threshold (i.e., minimum), target and superior payout opportunities, expressed as a percentage of base salary, that the PEO and PFO will be eligible to receive under the STIP upon the achievement of certain performance goals during 2026:
| 2026 Award Opportunities(as a percentage of base salary) | |||
|---|---|---|---|
| Name | Threshold | Target | Superior |
| Kenneth A. GundermanPresident and Chief Executive Officer | 75% | 150% | 225% |
| Paul BullingtonSenior Executive Vice President - Chief Financial Officer and Treasurer | 50% | 100% | 150% |
(b)During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
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