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Uniti Group Inc.

For the period ended Dec 31, 2025. Filed Mar 2, 2026.

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FY2025 · Filed Mar 2, 2026

UNIT$5.22-2.7%Stored close · as of Nov 6, 2026
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Contents

Note

Note 21. Supplementary Unrestricted Subsidiary Information (Unaudited):

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.

Below are the unaudited consolidated balance sheets as of December 31, 2025 and 2024, and the unaudited consolidated statements of income (loss) for the year ended December 31, 2025 and 2024 respectively, of such unrestricted subsidiaries:

(Millions)Unrestricted SubsidiariesRestricted SubsidiariesEliminationsConsolidated
Assets:
Current assets:
Cash and cash equivalents$5.4$48.1$—$53.5
Restricted cash75.25.4—80.6
Accounts receivable, net18.0394.6(53.6)359.0
Inventories—44.0—44.0
Prepaid expenses—137.6—137.6
Other current assets—156.3—156.3
Total current assets98.6786.0(53.6)831.0
Goodwill—1,158.3—1,158.3
Intangible assets, net—1,293.3—1,293.3
Property, plant and equipment, net614.47,527.5—8,141.9
Operating lease right-of-use assets, net—516.6—516.6
Other assets23.4103.2(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 payable47.7177.4(53.6)171.5
Deferred revenue7.4233.5(1.1)239.8
Current portion of operating lease obligations—122.6—122.6
Accrued taxes0.551.3—51.8
Accrued interest10.3128.5—138.8
Other current liabilities—389.4—389.4
Total current liabilities65.91,112.7(54.7)1,123.9
Notes and other debt, net822.18,728.6(21.3)9,529.4
Noncurrent operating lease obligations—360.5—360.5
Noncurrent deferred revenue62.5314.8(8.6)368.7
Deferred income tax assets, net—17.7—17.7
Other liabilities—256.1—256.1
Total liabilities950.510,790.4(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
(Millions)Unrestricted SubsidiariesRestricted SubsidiariesEliminationsConsolidated
Assets:
Current assets:
Cash and cash equivalents$1.7$153.9$—$155.6
Restricted cash28.10.1—28.2
Accounts receivable, net9.046.4(3.9)51.5
Prepaid expenses—16.2—16.2
Other current assets0.118.0—18.1
Total current assets38.9234.6(3.9)269.6
Goodwill—157.4—157.4
Intangible assets, net—275.4—275.4
Property, plant and equipment, net446.53,763.2—4,209.7
Operating lease right-of-use assets, net—126.8—126.8
Deferred income tax assets, net—128.0—128.0
Other assets0.8284.9(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 revenue4.679.9—84.5
Current portion of operating lease obligations—12.7—12.7
Accrued taxes0.26.9—7.1
Accrued interest0.9143.0—143.9
Other current liabilities—118.9—118.9
Total current liabilities8.9375.7(3.9)380.7
Notes and other debt, net271.35,512.3—5,783.6
Noncurrent operating lease obligations—67.8—67.8
Noncurrent deferred revenue38.81,277.7—1,316.5
Other liabilities—185.4—185.4
Total liabilities319.07,418.9(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
(Millions)Unrestricted SubsidiariesRestricted SubsidiariesEliminationsConsolidated
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)53.0687.5(53.9)686.6
Cost of sales (exclusive of depreciation and amortization)—56.0—56.0
Selling, general and administrative18.1349.6(16.2)351.5
Depreciation and amortization25.4641.2—666.6
Gain on sale of operating assets————
Transaction related and other costs—211.8—211.8
Total costs and expenses96.51,946.1(70.1)1,972.5
Operating income55.5206.5—262.0
Other expense, net—8.1—8.1
Loss on extinguishment of debt—(183.0)—(183.0)
Gain on settlement of preexisting relationships0.21,683.7—1,683.9
Interest expense, net(41.7)(561.1)—(602.8)
Income before income taxes14.01,154.2—1,168.2
Income tax benefit—136.5—136.5
Net income$14.0$1,290.7$—$1,304.7
(Millions)Unrestricted SubsidiariesRestricted SubsidiariesEliminationsConsolidated
Total revenues and sales$71.5$1,109.6$(14.2)$1,166.9
Costs and expenses:
Cost of services (exclusive of depreciation and amortization)—128.6—128.6
Cost of sales (exclusive of depreciation and amortization)—11.7—11.7
Selling, general and administrative32.986.3(14.2)105.0
Depreciation and amortization17.3297.6—314.9
Gain on sale of operating assets—(19.0)—(19.0)
Transaction related and other costs—38.7—38.7
Total costs and expenses50.2543.9(14.2)579.9
Operating income21.3565.7—587.0
Other income, net—0.3—0.3
Loss on extinguishment of debt————
Interest expense, net(24.1)(487.3)—(511.4)
(Loss) income before income taxes(2.8)78.7—75.9
Income tax benefit—17.5—17.5
Net (loss) income$(2.8)$96.2$—$93.4

Note 22. Subsequent Events:

Debt Refinancing Transactions

Kinetic ABS Offering - On January 30, 2026, Kinetic ABS Issuer LLC (the “Kinetic ABS Issuer”), an indirect, bankruptcy-remote subsidiary of the Company, completed a private offering of $960.1 million aggregate principal amount of secured fiber network revenue term notes, consisting of $677.7 million 5.219% Series 2026-1, Class A-2 term notes, $113.0 million 5.561% Series 2026-1, Class B term notes and $169.4 million 7.653% Series 2026-1, Class C term notes (collectively, the “Kinetic ABS Term Notes”), each with an anticipated repayment date (the “Kinetic ABS Term ARD”) in February 2031. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt.

The Kinetic ABS Term Notes were issued at an issue price of 100% of their respective principal amounts pursuant to an indenture, dated as of January 30, 2026 (the “Kinetic ABS Base Indenture”), as supplemented by a Series 2026-1 Supplement thereto, dated as of January 30, 2026 (the “Series 2026-1 Supplement”), in each case by and among the Kinetic ABS Issuer, Kinetic ABS AR LLC, Kinetic ABS GA LLC, Kinetic ABS KY LLC, Kinetic ABS OH LLC, Kinetic ABS TX LLC (together the “Kinetic ABS Asset Entities” and, together with the Kinetic ABS Issuer, the “Kinetic ABS Obligors”), and Wilmington Trust, National Association, as indenture trustee.

In connection with the issuance of the Kinetic ABS Term Notes, the Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, also provides for up to $150.0 million of Series 2026-1, Class A-1-V variable funding notes (the “Kinetic ABS Class A-1 Variable Funding Notes”) to be issued by the Kinetic ABS Issuer. Drawings and the other terms related to the Kinetic ABS Class A-1 Variable Funding Notes are governed by the Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, and a Class A-1-V Note Purchase Agreement, dated as of January 30, 2026 (the “VFN Purchase Agreement”), among the Kinetic ABS Obligors, Uniti Kinetic Fiber LLC, as manager of the securitization program, certain committed note purchasers, conduit investors and funding agents, and Barclays Bank PLC, as the administrative agent. Subject to the future satisfaction of certain conditions described in the VFN Purchase Agreement, the committed note purchasers party thereto will provide commitments to fund the Kinetic ABS Class A-1 Variable Funding Notes from time to time (and issue certain letters of credit) on a revolving basis until the anticipated repayment date for the Kinetic ABS Class A-1 Variable Funding Notes (or, if earlier, the date on which the commitments thereunder are automatically terminated or permanently reduced to $0). The initial anticipated repayment date for the Kinetic ABS Class A-1 Variable Funding Notes is February 2029 and may be extended at the option of the Kinetic ABS Issuer for two additional one-year periods, in each case subject to the satisfaction of certain conditions described in the VFN Purchase Agreement.

In connection with the issuance of the Kinetic ABS Term Notes and the Kinetic ABS Class A-1 Variable Funding Notes, the Kinetic ABS Base Indenture, as supplemented by the Series 2026-1 Supplement, also provides for up to $14.0 million of Series 2026-1, Class A-1-L liquidity funding notes (the “Kinetic ABS Class A-1 Liquidity Funding Notes” and, together with the Kinetic ABS Term Notes and the Kinetic ABS Class A-1 Variable Funding Notes, collectively, the “Series 2026-1 Notes”) to be issued by the Kinetic ABS Issuer, solely to support the securitization program’s liquidity reserve and to cover specified payment shortfalls.

While the Series 2026-1 Notes are outstanding, scheduled payments of interest are required to be made on the 25 th day of each calendar month, commencing on March 25, 2026. Except as with respect to the Kinetic ABS Class A-1 Liquidity Funding Notes, no principal payments will be due on the Series 2026-1 Notes prior to the applicable anticipated repayment date, unless certain rapid amortization or acceleration triggers are activated (and/or, in the case of the Kinetic ABS Class A-1 Variable Funding Notes, the occurrence and continuance of an event of default). Principal of the Kinetic ABS Class A-1 Liquidity Funding Notes, to the extent outstanding, will be due on each payment date in accordance with the securitization program’s priority of payments.

The applicable interest rate for advances made under the Kinetic ABS Class A-1 Variable Funding Notes will generally be either a base rate or SOFR rate, determined at the option of the Kinetic ABS Issuer in accordance with the VFN Purchase Agreement (or an alternative rate determined in the manner provided in the VFN Purchase Agreement), plus 1.75% per annum. To the extent that a draw is funded or maintained by a conduit investor through the issuance of commercial paper, such draw shall bear interest at the CP funding rate (i.e., the cost of funds) to the conduit investor plus 1.75% per annum in the manner provided in the VFN Purchase Agreement.

The issuance of the Series 2026-1 Notes represents the Company’s inaugural issuance of fiber network revenue notes for the Company’s fiber-to-the-home securitization program. The securitization program involves certain fiber network assets and certain residential customer contracts in the States of Texas, Arkansas, Kentucky, Ohio and Georgia that were sold to the Kinetic ABS Obligors at closing. As of the closing of the transactions on January 30, 2026, the Kinetic ABS Issuer has $960.1 million aggregate principal amount of revenue term notes outstanding, zero principal amount of variable funding notes outstanding andzero principal amount of liquidity funding notes outstanding. The Kinetic ABS Base Indenture allows the Kinetic ABS Issuer to issue additional series of notes subject to certain conditions set forth therein.

The Series 2026-1 Notes are obligations only of the Kinetic ABS Obligors pursuant to the Kinetic ABS Base Indenture. Pursuant to the Kinetic ABS Base Indenture and the related transaction documents, the Series 2026-1 Notes are guaranteed by each Kinetic ABS Asset Entity and the Kinetic ABS Issuer’s direct parent company (the “Holdco Guarantor”), and such guarantees and the Series 2026-1 Notes are secured by security interests in the equity interests in the Kinetic ABS Issuer and substantially all of the assets of the Kinetic ABS Issuer and the other Kinetic ABS Obligors, which assets are primarily the fiber network assets and related residential customer contracts in the States of Texas, Arkansas, Kentucky, Ohio and Georgia that have been sold or contributed to the Kinetic ABS Asset Entities by the non-securitization subsidiaries of the Company and the revenue collections and other proceeds thereof. Neither the Company nor any subsidiary of the Company, other than the Kinetic ABS Obligors and the Holdco Guarantor (all of which are unrestricted subsidiaries under the Company’s other debt agreements), will guarantee or in any way be liable for the obligations of the Kinetic ABS Obligors under the Kinetic ABS Base Indenture or the Series 2026-1 Notes, and neither the Holdco Guarantor, the Kinetic ABS Issuer nor any of the other Kinetic ABS Obligors shall guarantee or in any way be liable for the obligations of the Company or its subsidiaries under the Company’s other debt agreements.

The Series 2026-1 Notes are subject to a series of customary covenants and restrictions. These covenants and restrictions include (i) that the Kinetic ABS Issuer maintains a liquidity reserve account to be used to make required payments in respect of the Series 2026-1 Notes, (ii) provisions relating to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the Kinetic ABS Term Notes prior to the monthly payment date in February 2029, and (iii) covenants relating to recordkeeping, access to information and similar matters. As provided in the Kinetic ABS Base Indenture, the Kinetic ABS Term Notes and the Kinetic ABS Class A-1 Variable Funding Notes are also subject to rapid amortization in the event of a failure to maintain a stated debt service coverage ratio. A rapid amortization may be cured if the debt service coverage ratio exceeds a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume. The Series 2026-1 Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the Series 2026-1 Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.

Senior Unsecured Notes - On February 4, 2026, Uniti Services, Uniti Group Finance, Uniti Fiber Holdings. and CSL Capital (together, the “2026 Unsecured Notes Issuers”), each a subsidiary of the Company, completed a private offering of $1.0 billion aggregate principal amount of 8.625% Senior Notes due 2032 (the “2026 Unsecured Notes”). Uniti Services used the net proceeds from the offering to repay borrowings under the Windstream Term Loan, including related fees and expenses in connection with the foregoing, and intends to use the remaining net proceeds for general corporate purposes, including the repayment of outstanding debt and/or success-based capital expenditures.

Within 60 days of the issuance of the 2026 Unsecured Notes, Uniti Services will (or cause its applicable subsidiaries to) file to obtain regulatory approval to enable the regulated subsidiaries to guarantee the Notes, and it will use commercially reasonable efforts to obtain such approval. Upon the guarantee of the 2026 Unsecured Notes by each of the regulated subsidiaries that guarantee the existing 8.625% unsecured notes, the 2026 Unsecured Notes are expected to be mandatorily exchanged for 8.625% unsecured notes issued as “additional notes” under the indenture dated as of June 24, 2025 among the 2026 Unsecured Notes Issuers, the guarantors party thereto and the trustee party thereto (the “2025 Indenture”). Any such additional notes are expected to be part of the same series as the existing 8.625% unsecured notes issued under the 2025 Indenture and are expected to have the same CUSIP number as, and be fungible with, the existing 8.625% unsecured notes issued under the 2025 Indenture.

The 2026 Unsecured Notes were issued at an issue price of 100.25% of their principal amount plus accrued interest from December 15, 2025 to, but excluding, February 4, 2026, pursuant to an Indenture, dated as of February 4, 2026 (the “2026 Indenture”), among the 2026 Unsecured Notes Issuers, the guarantors named therein (collectively, the “2026 Unsecured Notes Guarantors”) and Deutsche Bank Trust Company Americas, as trustee. The 2026 Unsecured Notes mature on June 15, 2032, and bear interest at a rate of 8.625% per year. Interest on the 2026 Unsecured Notes is payable on June 15 and December 15 of each year, beginning on June 15, 2026.

The 2026 Unsecured Notes may be redeemed, in whole or in part, at any time prior to June 15, 2028 at a redemption price equal to 100% of the principal amount of the 2026 Unsecured Notes redeemed plus accrued and unpaid interest on the 2026 Unsecured Notes, if any, to, but not including, the redemption date, plus an applicable “make whole” premium described in the Indenture. Thereafter, the 2026 Unsecured Notes Issuers may redeem the 2026 Unsecured Notes in whole or in part, at the redemption prices set forth in the 2026 Indenture. In addition, at any time on or prior to June 15, 2028, up to 40% of the aggregate principal amount of the 2026 Unsecured Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price of 108.625% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date; provided that at least 60% of aggregate principal amount of the originally issued 2026 Unsecured Notes remains outstanding. If certain changes of control of Uniti Services occur, holders of the 2026 Unsecured Notes will have the right to require the 2026 Unsecured Notes Issuers to offer to repurchase their 2026 Unsecured Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The 2026 Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company, Uniti Group LLC, Uniti Services’ immediate parent, and by each of Uniti Services’ existing and future domestic restricted subsidiaries (other than the 2026 Unsecured Notes Issuers) that guarantees indebtedness under the Company’s senior secured credit facilities and existing secured notes (except initially certain regulated subsidiaries for which the Company will seek regulatory approval to enable them to guarantee the 2026 Unsecured Notes). The guarantees are subject to release under specified circumstances, including certain circumstances in which such guarantees may be automatically released without the consent of the holders of the 2026 Unsecured Notes.

The 2026 Unsecured Notes and the related guarantees are the 2026 Unsecured Notes Issuers’ and the 2026 Unsecured Notes Guarantors’ senior unsecured obligations and rank equal in right of payment with all of the 2026 Unsecured Notes Issuers’ and the 2026 Unsecured Notes Guarantors’ existing and future senior unsecured indebtedness and senior in right of payment to any of the 2026 Unsecured Notes Issuers’ and the 2026 Unsecured Notes Guarantors’ subordinated indebtedness. The 2026 Unsecured Notes and the related guarantees are effectively subordinated to all of the 2026 Unsecured Notes Issuers’ and the 2026 Unsecured Notes Guarantors’ secured indebtedness (including the senior secured credit facilities and secured notes) to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing and future liabilities (including trade payables) of the 2026 Unsecured Notes Issuers’ subsidiaries that do not guarantee the 2026 Unsecured Notes.

The 2026 Indenture contains customary high yield covenants limiting the ability of Uniti Services and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; transfer material intellectual property to unrestricted subsidiaries; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the 2026 Unsecured Notes Issuers and their restricted subsidiaries to pay dividends or other amounts to the 2026 Unsecured Notes Issuers. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The 2026 Indenture also contains customary events of default.

Partial Termination of Interest Rate Swap Agreements – In conjunction with the above debt refinancing transactions, on January 28, 2026, the Company terminated a portion of each of the three interest rates swaps entered into on October 6, 2025, because the forecasted variable interest rate payments were no longer probable of occurring. For each affected interest rate swap, $250.0 million of the original $400.0 million notional value was terminated and accordingly, the remaining notional value for each of thethree interest rate swaps was $150.0 million ($450.0 million in the aggregate). Upon termination, the Company received aggregate cash proceeds of $2.6 million from the respective bank counterparties.

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