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Uniti Group Inc.

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

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 2, 2026

UNIT$4.20-4.5%Stored close · as of Nov 10, 2026

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Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Uniti Group Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Uniti Group Inc. and its subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statements of income (loss), of comprehensive income (loss), of shareholders’ equity (deficit) and of cash flows for the year then ended, including the related notes and financial statement schedules listed in the index appearing under Item 15 for the year ended December 31, 2025 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded Windstream from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business combination during 2025. We have also excluded Windstream from our audit of internal control over financial reporting. Windstream’s total assets and total revenues and sales excluded from management’s assessment and our audit of internal control over financial reporting represent 41% and 61%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Merger with Windstream – Valuation of Preexisting Windstream Lease Relationships, Acquired Customer Relationships, and Acquired Kinetic Trade Name

In connection with the merger described in Note 1 to the consolidated financial statements, Uniti Group LLC (“Old Uniti”) merged with “Windstream” on August 1, 2025 for total merger consideration of $2,376.6 million. As described in Note 4, prior to completion of the merger, Old Uniti and Windstream had several preexisting relationships, including lease relationships that were deemed to be above market from the perspective of Old Uniti, and therefore the estimated fair value of the off-market component of $559.0 million was included in the total merger consideration. Of the acquired intangible assets, $750.0 million of acquired customer relationships and $115.0 million related to the Kinetic trade name were recorded. Fair value was estimated by management using (i) an income approach for the preexisting Windstream lease relationships; (ii) a multi-period excess earnings approach for acquired customer relationships; and (iii) a relief-from-royalty method for the Kinetic trade name. The determination of fair value required significant management judgment relating to (i) projected revenue growth rates, forecasted EBITDA margins, and a discount rate for the preexisting Windstream lease relationships; (ii) projected revenues and cash flows, net of contributory charges, and a discount rate for acquired customer relationships; and (iii) projected revenues, a royalty rate and a discount rate for the Kinetic trade name.

The principal considerations for our determination that performing procedures relating to valuation of the preexisting Windstream lease relationships, acquired customer relationships, and Kinetic trade name is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the preexisting Windstream lease relationships, acquired customer relationships, and Kinetic trade name; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) projected revenue growth rates, forecasted EBITDA margins, and a discount rate for the valuation of preexisting Windstream lease relationships; (b) projected revenues and cash flows, net of contributory charges, and a discount rate for acquired customer relationships; and (c) projected revenues, a royalty rate, and a discount rate for the Kinetic trade name (collectively “management’s significant assumptions”); and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the preexisting Windstream lease relationships, acquired customer relationships, and the Kinetic trade name acquired. These procedures also included, among others (i) reading the purchase agreements; (ii) testing management’s process for developing the fair value estimate of the preexisting Windstream lease relationships, acquired customer relationships, and Kinetic trade name; (iii) evaluating the appropriateness of the income approach, multi-period excess earnings approach, and relief-from-royalty method used by management; (iv) testing the completeness and accuracy of the underlying data used in the income approach, multi-period excess earnings approach, and relief-from-royalty method; and (v) evaluating the reasonableness of management’s significant assumptions as defined above. Evaluating the reasonableness of management’s significant assumptions, other than the discount rate and royalty rate assumptions, involved considering (i) the current and past performance of the Windstream business; (ii) external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach, multi-period excess earnings approach, and relief-from-royalty method used by management and (ii) the reasonableness of the discount rate assumptions for the preexisting Windstream lease relationships and acquired customer relationships, as well as the reasonableness of the discount rate and royalty rate assumptions for the Kinetic trade name.

/s/PricewaterhouseCoopers LLP

Little Rock, Arkansas

March 2, 2026

We have served as the Company’s auditor since 2025.

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