Uniti Group Inc.

Previous wording

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three and nine months ended September 30, 2025. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements, and the notes thereto set forth in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q and Uniti Group LLC’s (f/k/a Uniti Group Inc., “Old Uniti”) Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 21, 2025, as amended by Amendment No. 1 thereto filed on Form 10-K/A with the SEC on March 7, 2025 (the “Annual Report”).

Current wording

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three months ended March 31, 2026. This discussion should be read in conjunction with the accompanying condensed consolidated financial statements, and the notes thereto set forth in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q and the Company’s 2025 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2026.

Previous wording

Uniti is a premier digital infrastructure company with approximately 240,000 fiber route miles across 47 states. The Company serves more than 1.1 million customers, including more than 500,000 residential fiber customers, with a network that includes 1.7 million fiber-equipped households predominately situated in the Midwest and Southeast United States of America (“U.S.”). The Company offers a full suite of advanced communications services, including fiber-based broadband to residential and business customers, managed cloud communications and security services for large enterprises and government entities across the U.S., and tailored waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the U.S. and Canada. Our operations are organized into three business segments: Kinetic, Uniti Solutions and Fiber Infrastructure. See Notes 8 and 12 for additional information regarding the Company’s business segments.

Current wording

Uniti is a premier digital infrastructure company with approximately 240,000 fiber route miles across 47 states. The Company serves more than 1.0 million customers, including 564,000 residential fiber customers, with a network that includes 1.9 million fiber-equipped households predominately situated in the Midwest and Southeast United States of America (“U.S.”). The Company offers a full suite of advanced communications services, including fiber-based broadband to residential and business customers, managed cloud communications and security services for large enterprises and government entities across the U.S., and tailored waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the U.S. and Canada. Our operations are organized into three business segments: Kinetic, Uniti Solutions and Fiber Infrastructure. See Notes 8 and 12 for additional information regarding the Company’s business segments.

Previous wording

Prior to the Merger, Old Uniti was an independent internally managed real estate investment trust (“REIT”) engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry. Old Uniti managed its operations within two primary lines of business: Uniti Fiber and Uniti Leasing.

Current wording

Prior to the Merger, Uniti Group LLC (F/k/a Uniti Group Inc.) (“Old Uniti”) was an independent internally managed real estate investment trust (“REIT”) engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry. Old Uniti managed its operations within two primary lines of business: Uniti Fiber and Uniti Leasing.

Previous wording

On August 1, 2025, pursuant to the previously announced Agreement and Plan of Merger, dated as of May 3, 2024 (as amended) (the “Merger Agreement”), by and between Old Uniti, Windstream, New Uniti HoldCo LP, and New Windstream Merger Sub, LLC, an indirect wholly owned subsidiary of Windstream (“Merger Sub”), Old Uniti and Windstream completed the following transactions: (a) Windstream merged with and into the Company (at such time, a direct wholly owned subsidiary of Windstream named Windstream Parent, Inc.), with the Company surviving the merger as the ultimate parent company of the combined company (the “Internal Reorg Merger”), and (b) Merger Sub merged with and into Old Uniti (the “Merger”), with Old Uniti surviving the Merger as an indirect wholly owned subsidiary of the Company. Following the consummation of the Merger, the Company was renamed Uniti Group Inc. and Old Uniti ceased to be a REIT and the Company does not qualify to be a REIT. The common stock of the Company (“New Uniti Common Stock”) is listed on the Nasdaq Global Select Market under the symbol “UNIT”.

Current wording

On August 1, 2025, pursuant to the previously announced Agreement and Plan of Merger, dated as of May 3, 2024 (as amended) (the “Merger Agreement”), by and between Old Uniti, Windstream, the Company, New Uniti HoldCo LP and New Windstream Merger Sub, LLC, an indirect wholly owned subsidiary of Windstream (“Merger Sub”), Old Uniti and Windstream completed the following transactions: (a) Windstream merged with and into the Company (at such time, a direct wholly owned subsidiary of Windstream named Windstream Parent, Inc.), with the Company surviving the merger as the ultimate parent company of the combined company (the “Internal Reorg Merger”), and (b) Merger Sub merged with and into Old Uniti (the “Merger”), with Old Uniti surviving the Merger as an indirect wholly owned subsidiary of the Company. Following the consummation of the Merger, the Company was renamed Uniti Group Inc. and Old Uniti ceased to be a REIT and the Company does not qualify to be a REIT. The common stock of the Company (“Common Stock”) is listed on the Nasdaq Global Select Market under the symbol “UNIT”.

Previous wording

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of Old Uniti’s common stock, par value $0.0001 per share that was issued and outstanding was automatically cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock par value $0.0001 per share pursuant to the exchange ratio set forth in the Merger Agreement with cash issued in lieu of fractional shares. Immediately following the consummation of the Merger, Old Uniti’s and Windstream’s stockholders held approximately 62% and 38%, respectively, of the Company before giving effect to the conversion of any outstanding convertible securities or the issuance of warrants to purchase New Uniti Common Stock referenced below.

Current wording

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of Old Uniti’s common stock, par value $0.0001 per share that was issued and outstanding immediately prior to the effective time of the Merger was automatically cancelled and retired and converted into the right to receive 0.6029 shares of Common Stock par value $0.0001 per share, pursuant to the exchange ratio set forth in the Merger Agreement with cash issued in lieu of fractional shares. Immediately following the consummation of the Merger (the “Closing”), Old Uniti’s and Windstream’s pre-Closing stockholders held approximately 62% and 38%, respectively, of the Company before giving effect to the conversion of any outstanding convertible securities or the issuance of warrants to purchase Common Stock referenced below.

Previous wording

In connection with the Internal Reorg Merger, prior to the effective time of the Merger, Windstream’s equityholders received (i) approximately 90.1 million shares of New Uniti Common Stock representing approximately 35.42% of the outstanding shares of New Uniti Common Stock, (ii) approximately 0.6 million shares of non-voting preferred stock of the Company (“New Uniti Preferred Stock”) with a dividend rate of 11% per year for the first six years, subject to an additional 0.5% per year during each of the seventh and eighth year after the initial issuance and further increased by an additional 1% per year during each subsequent year, subject to a cap of 16% per year and with an aggregate liquidation preference of $575.0 million and (iii) approximately 17.6 million warrants to purchase New Uniti Common Stock, with an exercise price of $0.01 per share (“New Uniti Warrants”), representing approximately 6.9% of the outstanding New Uniti Common Stock immediately following the closing of the Merger on a fully diluted basis after giving effect to such warrants. Windstream’s equityholders also received approximately $370.7 million in cash (net of certain transaction-related expenses) on a pro-rata basis (the “Merger Cash Consideration”). The Merger Cash Consideration was funded by Old Uniti using available cash on hand and borrowings under its Uniti Revolver (as defined herein).

Current wording

In connection with the Internal Reorg Merger, prior to the effective time of the Merger, Windstream’s equityholders received (i) approximately 90.1 million shares of Common Stock representing approximately 35.42% of the outstanding shares of Common Stock, (ii) approximately 0.6 million shares of non-voting preferred stock of the Company (“Preferred Stock”) with a dividend rate of 11% per year for the first six years, subject to an additional 0.5% per year during each of the seventh and eighth year after the initial issuance and further increased by an additional 1% per year during each subsequent year, subject to a cap of 16% per year and with an aggregate liquidation preference of $575.0 million and (iii) approximately 17.6 million warrants to purchase Common Stock, with an exercise price of $0.01 per share (“Warrants”), representing approximately 6.9% of the outstanding Common Stock immediately following the Closing on a fully diluted basis after giving effect to such warrants. Windstream’s equityholders also received approximately $370.7 million in cash (net of certain transaction-related expenses) on a pro-rata basis (the “Merger Cash Consideration”). The Merger Cash Consideration was funded by Old Uniti using available cash on hand and borrowings under its Uniti Revolver (as defined herein).

Previous wording

The Merger was accounted for as a reverse merger using the acquisition method of accounting, with Windstream treated as the legal acquirer and Old Uniti treated as the accounting acquirer. Because Old Uniti is treated as the accounting acquirer, financial information for periods prior to the Merger reflect the historical activity of Old Uniti. For periods after the Merger, the condensed consolidated financial statements reflect the combined results of Old Uniti and Windstream.

Current wording

The Merger was accounted for as a reverse merger using the acquisition method of accounting, with Windstream treated as the legal acquirer and Old Uniti treated as the accounting acquirer. Because Old Uniti is treated as the accounting acquirer, financial information for periods prior to the Merger reflect the historical activity of Old Uniti. For periods after the Merger, the consolidated financial statements reflect the combined results of Old Uniti and Windstream. The Merger was a taxable transaction for U.S. federal income tax purposes. See Notes 1,2 and 3 to our accompanying condensed consolidated financial statements contained in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for additional information regarding the Merger.

Previous wording

Kinetic – We manage as one business our residential, business and wholesale operations in markets in which we are the incumbent local exchange carrier (“ILEC”) due to the similarities with respect to service offerings and marketing strategies. Residential customers can bundle voice, high-speed internet and video services, to provide one convenient billing solution and receive bundle discounts. We offer a wide range of advanced internet services, local and long-distance voice services, integrated voice and data services, and web conferencing products to our business customers. These services are equipped to deliver high-speed internet with competitive speeds, value added services to enhance business productivity and options to bundle services to meet our business customer needs. Products and services offered to business customers also include managed cloud communications and security services. Our Kinetic wholesale operations provide network bandwidth to other telecommunications carriers, network operators, governmental entities, content providers, and large cloud computing and storage service providers. These services include network transport services to end users, Ethernet and Wave transport of up to 400 Gbps, and dark fiber and colocation services. Wholesale services also include fiber-to-the-tower connections to support the wireless backhaul market. In addition, we offer voice and data carrier services to other communications providers and to larger-scale purchasers of network capacity.

Current wording

Kinetic – We manage as one business our residential, business and wholesale operations in markets in which we are the incumbent local exchange carrier (“ILEC”) due to the similarities with respect to service offerings and marketing strategies. Residential customers can bundle voice, high-speed internet and video services, to provide one convenient billing solution and receive bundle discounts. We offer a wide range of advanced internet services, local and long-distance voice services, integrated voice and data services, and web conferencing products to our business customers. These services are equipped to deliver high-speed internet with competitive speeds, value added services to enhance business productivity and options to bundle services to meet our business customers’ needs. Products and services offered to business customers also include managed cloud communications and security services. Our Kinetic wholesale operations provide network bandwidth to other telecommunications carriers, network operators, governmental entities, content providers, and large cloud computing and storage service providers. These services include network transport services to end users, Ethernet and Wave transport of up to 400 Gigabits per second (“Gbps”), and dark fiber and colocation services. Wholesale services also include fiber-to-the-tower connections to support the wireless backhaul market. In addition, we offer voice and data carrier services to other communications providers and to larger-scale purchasers of network capacity.

Previous wording

Costs related to centrally-managed administrative functions, including information technology, accounting and finance, legal, human resources and other corporate management activities are not monitored by or reported to the chief operating decision maker (“CODM”) by segment. We also do not assign to the segments depreciation and amortization expense, gain on sale of operating assets or transaction-related and other costs, because these items are not monitored by or reported to the CODM at a segment level.

Current wording

Costs related to centrally-managed administrative functions, including information technology, accounting and finance, legal, human resources and other corporate management activities are not monitored by or reported to the chief operating decision maker (“CODM”) by segment. We also do not assign to the segments depreciation and amortization expense and transaction-related and other costs, because these items are not monitored by or reported to the CODM at a segment level.

Previous wording

Interest expense has also been excluded from segment operating results because we manage our financing activities on a total company basis and have not assigned any debt or finance lease obligations to the segments. Other income (expense), net, and income tax benefit (expense) are not monitored as a part of our segment operations and, therefore, these items also have been excluded from our segment operating results.

Current wording

Interest expense, net and gain (loss) on extinguishment of debt have also been excluded from segment operating results because we manage our financing activities on a total company basis and have not assigned any debt or finance lease obligations to the segments. Other income, net, and income tax (expense) benefit are not monitored as a part of our segment operations and, therefore, these items also have been excluded from our segment operating results.

Previous wording

ABS Notes Offering – On October 24, 2025, Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the “ABS Note Issuers”), completed a private offering of $250.0 million aggregate principal amount of secured fiber network revenue term notes, consisting of $180.0 million 5.177% Series 2025-2, Class A-2 term notes, $28.2 million 5.621% Series 2025-2, Class B term notes and $41.8 million 7.834% Series 2025-2, Class C term notes (collectively, the “ABS-2 Notes”), each with an anticipated repayment date (the “ABS-2 ARD”) in January 2031. The Company intends to use the net proceeds for general corporate purposes, including the repayment of outstanding debt.

Current wording

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 Notes”), each with an anticipated repayment date 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.

Previous wording

The ABS-2 Notes were issued at an issue price of 100.0% of their respective principal amounts pursuant to an amended and restated indenture, dated as of October 24, 2025 (the “Base Indenture”), as supplemented by a Series 2025-2 Supplement thereto, dated as of October 24, 2025 (the “Series 2025-2 Supplement”), in each case by and among the ABS Notes Obligors and Wilmington Trust, National Association, as indenture trustee.

Current wording

The Kinetic ABS 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 connection with the issuance of the Kinetic ABS 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”). 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 Notes and the Kinetic ABS Class A-1 Variable Funding Notes, collectively, the “Series 2026-1 Notes”) to be issued solely to support the securitization program’s liquidity reserve and to cover specified payment shortfalls. As of the closing of the transactions on January 30, 2026, the Kinetic ABS Issuer has $960.1 million aggregate principal amount of Kinetic ABS Notes outstanding, zero principal amount of Kinetic ABS Class A-1 Variable Funding Notes outstanding and zero principal amount of Kinetic ABS Class A-1 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.

Previous wording

While the Series 2025-2 Notes are outstanding, scheduled payments of interest are required to be made on the 20 th of each January, April, July and October of each year, commencing on January 20, 2026. No principal payments will be due on the Series 2025-2 Notes prior to the applicable ARD, unless certain rapid amortization or acceleration triggers are activated (and/or, in the case of the Series 2025-2 Variable Funding Notes, the occurrence and continuance of an event of default).

Current wording

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. The Series 2026-1 Notes are subject to a series of customary covenants and restrictions.

Previous wording

The following is a summary of our operating results for the three and nine months ended September 30, 2025:

Current wording

The following is a summary of our operating results for the three months ended March 31, 2026:

Previous wording

•We reported a consolidated operating loss of $42.6 million and generated consolidated operating income of $248.1 million for the three and nine months ended September 30, 2025, respectively, down 131% and 44%, respectively, when compared to the same periods a year ago. The acquired operations of Windstream generated operating income of $104.4 million for the three and nine months ended September 30, 2025. Transaction-related and other costs were $157.7 million in the third quarter of 2025, up $143.3 million from the same period a year ago, primarily due to the Merger.

Current wording

•We generated consolidated operating income of $110.9 million for the three months ended March 31, 2026, a decrease of $34.8 million, when compared to the same period a year ago. The acquired operations of Windstream generated operating income of $103.3 million for the three months ended March 31, 2026. Transaction-related and other costs were $30.1 million in the first quarter of 2026, up $22.3 million from the same period a year ago, primarily due to the Merger.

Previous wording

•Within the Kinetic segment, service revenues and contribution margin were $348.6 million and $155.4 million during the third quarter of 2025, respectively. We extended our fiber coverage during the quarter bringing our total to approximately 1.8 million consumer premises passed or 40% of our Kinetic footprint as of September 30, 2025. We ended the third quarter with 507,000 consumer subscribers on our fiber network, representing a 29% fiber consumer subscriber penetration rate (calculated as the total number of fiber consumer subscribers divided by the total number of consumer premises passed).

Current wording

•Within the Kinetic segment, service revenues and contribution margin during the first quarter of 2026 were $511.8 million and $235.5 million, respectively. We extended our fiber coverage during the quarter bringing our total to more than 1.9 million consumer premises passed or 41% of our Kinetic footprint as of March 31, 2026. We ended the first quarter with 564,000 consumer subscribers on our fiber network, representing a 29% fiber consumer subscriber penetration rate (calculated as the total number of fiber consumer subscribers divided by the total number of consumer premises passed).

Previous wording

•Within the Uniti Solutions segment, we continued execution of our transformation strategy, which is shifting away from legacy TDM revenues and narrowing our focus to emphasize profitability for the valuable base of managed services customers. Service revenues and contribution margin for this segment were $135.3 million and $72.2 million during the third quarter of 2025, respectively.

Current wording

•Within the Uniti Solutions segment, we continued execution of our transformation strategy, which is shifting away from legacy TDM revenues and narrowing our focus to emphasize profitability for the valuable base of managed services customers. Service revenues and contribution margin for this segment during the first quarter of 2026 were $189.7 million and $95.8 million, respectively.

Previous wording

•Our Fiber Infrastructure segment generated solid operating results highlighted by high demand from carriers, content providers and larger-scale purchasers of network capacity. Service revenues and contribution margin for this segment were $211.4 million and $157.7 million during the third quarter of 2025, respectively. The acquired wholesale business of Windstream generated service revenues of $78.3 million and direct margin of $34.0 million in the third quarter.

Current wording

•Our Fiber Infrastructure segment generated solid operating results highlighted by high demand from carriers, content providers and larger-scale purchasers of network capacity. Service revenues and contribution margin for this segment during the first quarter of 2026 were $187.5 million and $192.7 million, respectively. The acquired wholesale business of Windstream generated service revenues of $116.6 million and direct margin of $122.3 million in the first quarter of 2026.

Previous wording

Due to the relative size of the acquired Windstream operations in relation to Old Uniti's operations, the Merger had a significant impact on the operating results of the Company for the three and nine months ended September 30, 2025. To facilitate a discussion and analysis of our results on a comparable basis, management has supplemented its discussion of the Company's results of operations under GAAP with supplemental unaudited pro forma condensed combined financial information based on the historical results of operations of Old Uniti and Windstream. See “Supplemental Unaudited Pro Forma Condensed Combined Financial Information” section within this MD&A for further information on the assumptions used in the preparation of the financial information.

Current wording

Due to the relative size of the acquired Windstream operations in relation to Old Uniti's operations, the Merger had a significant impact on the operating results of the Company for the three months ended March 31, 2026. To facilitate a discussion and analysis of our results on a comparable basis, management has supplemented its discussion of the Company's results of operations under GAAP with supplemental unaudited pro forma condensed combined financial information based on the historical results of operations of Old Uniti and Windstream as if the Merger had been consummated on January 1, 2024. See the “Supplemental Unaudited Pro Forma Condensed Combined Financial Information” section within this MD&A for further information on the assumptions used in the preparation of the financial information.

Previous wording

(c)Transaction related and other costs include professional services and fees, integration costs, and other miscellaneous costs. For additional information related to these expenses see the corresponding section of Note 3 to the consolidated financial statements.

Current wording

(b)Transaction related and other costs include professional services and fees, integration costs, and other miscellaneous costs. For additional information related to these expenses see the corresponding section of Note 3 to the condensed consolidated financial statements.

Previous wording

(b)For information related to the gain on sale of operating assets recorded in the nine-month period of 2024 see the corresponding section of Note 2 to the condensed consolidated financial statements.

Current wording

(d)See corresponding section of Note 5 to the condensed consolidated financial statements for information related to the gain (loss) on extinguishment of debt recorded in each period.

Previous wording

The following table reflects the primary drivers of the changes in service revenues compared to the same periods a year ago:

Current wording

The following table reflects the primary drivers of the changes in service revenues compared to the same period a year ago:

Previous wording

Sales revenues include sales of various types of communications equipment and products to customers including selling network equipment to contractors on a wholesale basis. Consumer product sales include home networking equipment, computers and phones. Uniti Solutions product sales include high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers. Sales revenues also include amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer. Revenues from sales-type leases were $13.6 million and $16.3 million for the three and nine months ended September 30, 2025, respectively, and $3.0 million for both the three and nine months ended September 30, 2024.

Current wording

Sales revenues include sales of various types of communications equipment and products to customers including selling network equipment to contractors on a wholesale basis. Consumer product sales include home networking equipment, computers and phones. Uniti Solutions product sales include high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers. Sales revenues also include amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer. Revenues from sales-type leases were $71.4 million and $2.7 million for the three months ended March 31, 2026 and 2025 respectively.

Previous wording

Cost of services expense primarily consists of charges incurred for network operations, interconnection, and business taxes. Network operations charges include salaries and wages, materials, contractor costs, IT support and costs to lease certain network facilities. Interconnection expense consists of charges incurred to access the public switched network and transport traffic to the internet, including charges paid to other carriers for access points where we do not own the primary network infrastructure. Other expenses consist of third-party costs for ancillary voice and data services, business taxes, business and financial services.

Current wording

Cost of services expense primarily consists of charges incurred for network operations, interconnection, and business taxes. Network operations charges include salaries and wages, materials, contractor costs, IT support and costs to lease certain network facilities. Interconnection expense consists of charges incurred to access the public switched network and transport traffic to the internet, including charges paid to other carriers for access points where we do not own the primary network infrastructure. Other expenses consist of third-party costs for ancillary voice and data services, business taxes, and business and financial services.

Previous wording

The following table reflects the primary drivers of the changes in cost of services compared to the same periods a year ago:

Current wording

The following table reflects the primary drivers of the changes in cost of services compared to the same period a year ago:

Previous wording

Cost of sales represents the associated cost of equipment and the net carrying value of fiber for sales-type leases. The following table reflects the primary drivers of the changes in cost of sales compared to the same periods a year ago:

Current wording

Cost of sales represents the associated cost of equipment and the net carrying value of fiber for sales-type leases. The following table reflects the primary drivers of the changes in cost of sales compared to the same period a year ago:

Previous wording

The following table reflects the primary drivers of the changes in SG&A expenses compared to the same periods a year ago:

Current wording

The following table reflects the primary drivers of the changes in SG&A expenses compared to the same period a year ago:

Previous wording

(a)Increases were primarily attributable to incremental expense associated with stock-based awards granted to select management employees of Old Uniti in 2024, for which vesting was contingent upon the closing of the Merger.

Current wording

(a)Increase was primarily attributable to incremental expense associated with stock-based awards granted to select management employees of Old Uniti in 2025, for which vesting was contingent upon the closing of the Merger.

Previous wording

Depreciation and amortization expense includes the depreciation of property, plant and equipment and the amortization of intangible assets. Set forth below is a summary of depreciation and amortization expense compared to the same periods a year ago:

Current wording

Depreciation and amortization expense includes the depreciation of property, plant and equipment and the amortization of intangible assets. Substantially all of the increase in depreciation and amortization during the first quarter of 2026 was attributable to the Merger.

Previous wording

The Company reported an operating loss of $42.6 million for the three months ended September 30, 2025 and generated operating income of $248.1 million for the nine months ended September 30, 2025. Compared to the same periods of 2024, operating income decreased $179.9 million, or 131% and $191.3 million, or 44%, during the three and nine months ended September 30, 2025, respectively. The decreases in both the three and nine months ended September 30, 2025 as compared to the same periods in 2024 primarily reflect higher transaction related and other costs related to the Merger of $143.3 million and $147.9 million, respectively, decreases in operating lease revenues primarily due to the absence of leasing revenues from Windstream subsequent to August 1, 2025 resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger, and the incremental increases in stock-based compensation expense and depreciation expense resulting from the change in depreciation methods for certain assets as discussed above. The unfavorable effects of these items on operating income for both the three and nine months ended September 30, 2025 were partially offset by the incremental operating income of $104.4 million attributable to the acquired Windstream operations.

Current wording

The Company reported operating income of $110.9 million and $145.7 million for the three months ended March 31, 2026 and 2025, respectively. Compared to the same period of 2025, operating income decreased $34.8 million, or 24%, primarily reflecting higher transaction related and other costs related to the Merger of $22.3 million, a decrease in operating lease revenues of $155.5 million, primarily due to the absence of leasing revenues from Windstream subsequent to August 1, 2025 resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger, and the incremental increase in stock-based compensation expense. The unfavorable effects of these items on operating income for the three months ended March 31, 2026 were partially offset by the incremental operating income of $103.3 million attributable to the acquired Windstream operations.

Previous wording

As presented in the table above, interest expense increased $37.2 million and $85.3 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024. The increases reflect the incremental net increase in aggregate long-term debt outstanding following the completion of the Merger. Interest expense attributable to the assumed long-term debt obligations of Windstream accounted for $36.6 million of the increases in interest expense for the three and nine months ended September 30, 2025. See Note 5 to the condensed consolidated financial statements for additional information related to our long-term debt obligations.

Current wording

As presented in the table above, interest expense, net increased $58.8 million for the three months ended March 31, 2026 as compared to the same period in 2025. The increase reflects the incremental net increase of approximately $4.5 billion in aggregate long-term debt outstanding following the completion of the Merger and debt refinancing transactions completed in the fourth quarter of 2025 and first quarter of 2026. See Note 5 to the condensed consolidated financial statements for additional information related to our long-term debt obligations.

Previous wording

The increases in Kinetic segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.

Current wording

The increase in Kinetic segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.

Previous wording

The increases in Uniti Solutions segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.

Current wording

The increase in Uniti Solutions segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.

Previous wording

(a)Decreases primarily reflect the absence of leasing revenues from Windstream subsequent to August 1, 2025, resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger previously discussed, partially offset by incremental revenues of $51.8 million attributable to the acquired wholesale operations of Windstream.

Current wording

(a)Decrease primarily reflects the absence of leasing revenues from Windstream subsequent to August 1, 2025, resulting from the settlement of the preexisting leasing relationships upon consummation of the Merger previously discussed, partially offset by incremental revenues of $78.2 million attributable to the acquired wholesale operations of Windstream.

Previous wording

(d)Increases attributable to the acquired wholesale operations of Windstream. Incremental network access and facilities expense of $27.6 million and compensation expense of $5.6 million was attributable to the acquired wholesale operations.

Current wording

(d)Increase was primarily attributable to the acquired wholesale operations of Windstream, which accounted for $42.2 million of the increase in network access and facilities expense, $8.7 million of the increase in compensation expense and $5.9 million of the increase in revenue driven costs.

Previous wording

(f)Consists of intercompany charges from Kinetic for resale access services.

Current wording

(e)Consists of intercompany charges from Kinetic for resale access services.

Previous wording

The following supplemental unaudited pro forma condensed combined financial information is presented to illustrate the estimated impacts of the Merger, which was consummated on August 1, 2025, based on the historical results of operations of Old Uniti and Windstream. See Notes 1,2 and 3 to the condensed consolidated financial statements for additional information on the Merger.

Current wording

The supplemental unaudited pro forma combined consolidated results of operations for the three months ended March 31, 2025 is presented to illustrate the estimated impacts of the Merger, which was consummated on August 1, 2025, based on the historical results of operations of Old Uniti and Windstream after giving effect to the Merger and the assumptions and adjustments further described below. See Notes 1,2 and 3 to the condensed consolidated financial statements for additional information on the Merger.

Previous wording

The supplemental unaudited pro forma condensed combined statements of income are presented as if the Merger had been consummated on January 1, 2024, and combine the historical results of Old Uniti and Windstream. The unaudited supplemental pro forma condensed combined financial information set forth below primarily give effect to the following assumptions and adjustments:

Current wording

The supplemental unaudited pro forma condensed combined financial information is presented as if the Merger had been consummated on January 1, 2024, and combines the historical results of Old Uniti and Windstream. The unaudited supplemental pro forma condensed combined financial information set forth below primarily gives effect to the following assumptions and adjustments:

Previous wording

•Each share of Old Uniti’s common stock that was issued and outstanding was automatically converted into 0.6029 shares of New Uniti Common Stock

Current wording

•Each share of Old Uniti’s common stock that was issued and outstanding was automatically converted into 0.6029 shares of Common Stock

Previous wording

The supplemental unaudited pro forma condensed combined financial information has been prepared in accordance with SEC Regulation S-X Article 11 and is not necessarily indicative of the results of operations that would have been realized had the transactions been completed as of January 1, 2024, nor are they meant to be indicative of our anticipated combined future results. In addition, the accompanying supplemental unaudited pro forma condensed combined statements of income do not reflect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the Merger.

Current wording

The supplemental unaudited pro forma condensed combined financial information has been prepared in accordance with SEC Regulation S-X Article 11 and is not necessarily indicative of the results of operations that would have been realized had the transactions been completed as of January 1, 2024, nor are they meant to be indicative of our anticipated combined future results. In addition, the accompanying supplemental unaudited pro forma condensed combined statements of operations do not reflect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the Merger.