Uniti Group Inc.
For the period ended Jun 30, 2026. Filed Jul 30, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 30, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001628280-26-033482
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001628280-26-051048
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 205 previous paragraphs and 217 current paragraphs.
99 unchanged; 93 reworded; 21 added; 12 removed; 1 previous and 4 current paragraphs rearranged.
Tables are not compared: 23 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
Third Quarter 2026 Debt Refinancing Transactions
Current report
Kinetic ABS Series 2026-2 Notes – On July 15, 2026, Kinetic ABS Issuer LLC (“Kinetic ABS Issuer”) completed a private offering of $1.1 billion aggregate principal amount of secured fiber network revenue term notes, consisting of $805.2 million 5.834% Series 2026-2, Class A-2 term notes, $134.2 million 6.224% Series 2026-2, Class B term notes and $201.3 million 7.536% Series 2026-2, Class C term notes (collectively, the “Kinetic ABS 2026-2 Notes”), each with an anticipated repayment date in June 2033. The proceeds of the offering of the Kinetic ABS 2026-2 Notes were used to purchase assets held by certain subsidiary guarantors of the Company’s senior indebtedness that were contributed to certain subsidiaries of Kinetic ABS Issuer (the “Kinetic ABS Asset Sale”). Uniti intends to use a portion of the net cash provided by the Kinetic ABS Asset Sale for reinvestments in the business, including to fund growth capital expenditures, and $500 million of such net cash proceeds to repay the Company’s senior secured indebtedness pursuant to the Term Loan Prepayment Offer and the Asset Sale Offers (each as defined and described further below).
Current report
The Kinetic ABS 2026-2 Notes were issued at an issue price of 100% of their respective principal amounts pursuant to an amended and restated indenture, dated as of July 15, 2026 (the “Kinetic ABS Base Indenture”), as supplemented by a Series 2026-2 Supplement thereto, dated as of July 15, 2026 (the “Series 2026-2 Supplement”). In connection with the issuance of the Kinetic ABS 2026-2 Notes, the Kinetic ABS Issuer (i) increased the maximum commitment under its existing liquidity funding note facility to reflect the increase in the transaction’s liquidity reserve requirements that resulted from the issuance of the Kinetic ABS 2026-2 Notes and (ii) extended the maturity of the existing liquidity note facility to align with the final maturity date of the Kinetic ABS 2026-2 Notes. No new variable funding notes were issued in connection with issuance of the Kinetic ABS 2026-2 Notes.
Current report
As of the closing on July 15, 2026, together with the $960.1 million aggregate principal amount of Kinetic ABS 2026-1 Notes issued on January 30, 2026, the Kinetic ABS Issuer has $2.1 billion aggregate principal amount of revenue term notes outstanding, with no principal amount of variable funding notes or liquidity funding notes outstanding.
Current report
Term Loan Prepayment Offer and Asset Sale Offers - On July 23, 2026, Uniti Services issued a prepayment notice to the lenders of its 2025 Term Loan to prepay up to $167.8 million principal amount of the 2025 Term Loan on July 30, 2026 (the “Term Loan Prepayment Offer”). On July 30, 2026, Uniti Services repaid $19.8 million principal amount of the 2025 Term Loan.
Current report
Concurrently, on July 23, 2026, the issuers of the 4.75% secured notes and 7.50% secured notes commenced asset sale offers (the “Asset Sale Offers”) to purchase up to $332.2 million aggregate principal amount (the “Maximum Offer Amount”) of the 4.75% secured notes and 7.50% secured notes. To the extent certain term loan lenders decline their pro rata share of the Term Loan prepayment amount and the total principal amount of 2025 Term Loan that is prepaid is less than $167.8 million, the issuers of the 4.75% secured notes and 7.50% secured notes intend to amend the Asset Sale Offers to increase the Maximum Offer Amount in an amount equal to the declined 2025 Term Loan prepayment amount.
Current report
See Note 15 to the unaudited condensed consolidated financial statements for additional information related to these third quarter 2026 debt refinancing transactions.
Current report
(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.
Current report
The following table reflects the primary drivers of the changes in sales revenues compared to the same periods a year ago:
Current report
(a)Increases attributable to IRU dark fiber agreements, including one agreement with a large hyperscaler entered into during the first quarter of 2026.
Current report
(a)Increases were primarily attributable to customers bankruptcies filed in the second quarter of 2026.
Current report
(e)Increases were primarily attributable to higher contract labor costs consistent with our increased usage of outside contractors for network construction projects.
Current report
The following table reflects the primary drivers of the changes in the actual sales revenues compared to the same periods a year ago prepared on a pro forma combined basis:
Current report
(a)Increases were primarily attributable to revenues from sales-type leases for fiber where control of the fiber has transferred to the customer, including one agreement with a large hyperscaler entered into during the first quarter of 2026. Revenues from sales-type leases were $16.8 million and $88.2 million for the three and six months ended June 30, 2026, respectively, on a pro forma combined basis. Revenues from sales-type leases were $2.7 million for the six months ended June 30, 2025, on a pro forma combined basis. There were no revenues from sales-type leases in the second quarter of 2025, on a pro forma combined basis.
Current report
(a)Decreases reflect federal USF credits received in April 2026, continued reductions in subscriber line charges and decreases in interstate private line services, as well as annual reductions in the federal USF rate effective in the second quarter of 2026.
Current report
(a)Increases were primarily attributable to two large customers filing for bankruptcy in the second quarter of 2026.
Current report
The following table presents the actual results of operations for the three and six months ended June 30, 2026 (GAAP basis) compared to the three and six months ended June 30, 2025 (prepared on a pro forma combined basis) for the Kinetic segment:
Current report
(g)Increases were primarily related to higher advertising costs and contract labor costs consistent with the accelerated deployment of fiber in our network discussed above.
Current report
The following table presents the actual results of operations for the three and six months ended June 30, 2026 (GAAP basis) compared to the three and six months ended June 30, 2025 (prepared on a pro forma combined basis) for the Fiber Infrastructure segment:
Current report
(b)Increases primarily reflect one-time early contract termination penalties assessed to customers of $6.1 million and $14.3 million in the three and six months ended June 30, 2026, respectively, related to disconnecting circuits prior to the expiration of their contracts.
Current report
The following table presents the actual results of operations for the three and six months ended June 30, 2026 (GAAP basis) compared to the three and six months ended June 30, 2025 (prepared on a pro forma combined basis) for the Uniti Solutions segment:
Removed paragraphs (12)
Previous report
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 the three 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.
Previous report
(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.
Previous report
The following table reflects the primary drivers of the changes in sales revenues compared to the same period a year ago:
Previous report
(a)Increase attributable to an IRU dark fiber agreement with one large hyperscaler entered into during the first quarter of 2026.
Previous report
The following table reflects the primary drivers of the change in the first quarter of 2026 actual sales revenues compared to the same period a year ago prepared on a pro forma combined basis:
Previous report
(a)Increase is primarily attributable to revenues 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 for the three months ended March 31, 2026, compared to $2.7 million for the same period of 2025 on a pro forma combined basis.
Previous report
The net change in cost of sales was consistent with the net change in sales revenues.
Previous report
The following table presents the actual results of operations for the first quarter of 2026 (GAAP basis) compared to the first quarter of 2025 (prepared on a pro forma combined basis) for the Kinetic segment:
Previous report
(h)Decrease was attributable to cost improvements from the continuation of network efficiency projects and rate reduction efforts and increased legacy customer churn, as we continue to transition customers from TDM services.
Previous report
(i)Decrease attributable to increased customer churn and rate reduction efforts.
Previous report
The following table presents the actual results of operations for the first quarter of 2026 (GAAP basis) compared to the first quarter of 2025 (prepared on a pro forma combined basis) for the Uniti Solutions segment:
Previous report
The following table presents the actual results of operations for the first quarter of 2026 (GAAP basis) compared to the first quarter of 2025 (prepared on a pro forma combined basis) for the Fiber Infrastructure segment:
Reworded paragraphs (93)
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 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.
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 and six months ended June 30, 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 1.0 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.
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 approximately 603,000 residential fiber customers, with a network that includes approximately 2.1 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 wave 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, Fiber Infrastructure and Uniti Solutions. See Notes 8 and 12 for additional information regarding the Company’s business segments.
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 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).
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 years 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
Fiber Infrastructure – We manage as one business our legacy fiber and leasing businesses combined with the CLEC portion of Windstream's acquired wholesale business. Our Fiber Infrastructure operations are focused on providing network bandwidth to other telecommunications carriers, network operators, content providers, and large cloud computing and storage service providers. Services provided include network transport services to end users, Ethernet and Wave transport of up to 400 Gbps, and dark fiber and colocation services. 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. We are also engaged in the acquisition and construction of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis, in addition to the leasing of dark fiber on our existing dark fiber network assets that we either constructed or acquired. Fiber Infrastructure sales revenues primarily represent amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer.
Current wording
Fiber Infrastructure – We manage as one business our legacy fiber and leasing businesses combined with the competitive local exchange carrier (“CLEC”) portion of Windstream's acquired wholesale business. Our Fiber Infrastructure operations are focused on providing network bandwidth to other telecommunications carriers, network operators, content providers, and large cloud computing and storage service providers. Services provided include network transport services to end users, Ethernet and Wave transport of up to 400 Gbps, and dark fiber and colocation services. 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. We are also engaged in the acquisition and construction of mission-critical communications assets and leasing them to anchor customers on either an exclusive or shared-tenant basis, in addition to the leasing of dark fiber on our existing dark fiber network assets that we either constructed or acquired. Fiber Infrastructure sales revenues primarily represent amounts recognized from sales-type leases for fiber where control of the fiber has transferred to the customer.
Previous wording
Uniti Solutions – We manage as one business our mid-market and large business customers located within markets in which we are a competitive local exchange carrier (“CLEC”) and provide services over network facilities primarily leased from other carriers. Products and services consist of software solutions and network connectivity offerings. Software solutions include Secure Access Service Edge (“SASE”), Unified Communications as a Service (“UCaaS”), OfficeSuite UC®, and associated network access products and services. SASE includes Software-Defined Wide Area Network (“SD-WAN”) and Security Service Edge (“SSE”) and associated network access products and services. Network connectivity offerings consist of dynamic internet protocol, dedicated internet access, multi-protocol label switching services, integrated voice and data, long distance and other managed services, including time-division multiplexing (“TDM”) voice and data services and certain surcharges assessed to customers. Uniti Solutions’ sales revenues include sales of high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers.
Current wording
Uniti Solutions – We manage as one business our mid-market and large business customers located within markets in which we are a CLEC and provide services over network facilities primarily leased from other carriers. Products and services consist of software solutions and network connectivity offerings. Software solutions include Secure Access Service Edge (“SASE”), Unified Communications as a Service (“UCaaS”), OfficeSuite UC®, and associated network access products and services. SASE includes Software-Defined Wide Area Network (“SD-WAN”) and Security Service Edge (“SSE”) and associated network access products and services. Network connectivity offerings consist of dynamic internet protocol, dedicated internet access, multi-protocol label switching services, integrated voice and data, long distance and other managed services, including time-division multiplexing (“TDM”) voice and data services and certain surcharges assessed to customers. Uniti Solutions’ sales revenues include sales of high-end data and communications equipment which facilitate the delivery of advanced data and voice services to business customers.
Previous 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.
Current wording
Interest expense, net and (loss) gain 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 (expense), 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
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.
Current wording
Kinetic ABS Series 2026-1 Notes – 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
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.
Current wording
While the Series 2026-1 Notes are outstanding, scheduled payments of interest are required to be made on the 25th 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 months ended March 31, 2026:
Current wording
The following is a summary of our operating results for the three and six months ended June 30, 2026:
Previous wording
•We generated consolidated revenues and sales of $987.5 million for the three months ended March 31, 2026, up $693.6 million, when compared to the same period a year ago. The acquired operations of Windstream generated total revenues and sales of $809.3 million for the three months ended March 31, 2026. The Merger accounted for 82% of our total consolidated revenues and sales. During the first quarter of 2026, we entered into an indefeasible right of use (“IRU”) agreement for dark fiber with a large hyperscaler, resulting in $68.7 million in incremental sales revenues, compared to the first quarter of 2025.
Current wording
•We generated consolidated revenues and sales of $909.7 million and $1,897.2 million for the three and six months ended June 30, 2026, respectively, up $609.0 million and $1,302.6 million, when compared to the same periods a year ago. The acquired operations of Windstream generated total revenues and sales of $795.9 million and $1,605.2 million for the three and six months ended June 30, 2026, respectively. The Merger accounted for 87% and 85% of our total consolidated revenues and sales for the three and six months ended June 30, 2026, respectively. During the first half of 2026, we entered into an indefeasible right of use (“IRU”) agreement for dark fiber with a large hyperscaler, resulting in $85.5 million in incremental sales revenues.
Previous 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.
Current wording
•We generated consolidated operating income of $32.2 million and $143.1 million for the three and six months ended June 30, 2026, respectively, decreases of $112.8 million and $147.6 million, when compared to the same periods a year ago. The acquired operations of Windstream generated operating income of $69.7 million and $173.0 million for the three and six months ended June 30, 2026, respectively. Transaction-related and other costs were $9.6 million and $39.7 million for the three and six months ended June 30, 2026, respectively, a decrease of $3.9 million and an increase of $18.4 million from the same periods a year ago, primarily due to the Merger.
Previous 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).
Current wording
•Within the Kinetic segment, service revenues were $501.9 million and $1,024.8 million and contribution margins were $228.4 million and $463.9 million for the three and six months ended June 30, 2026, respectively. We extended our fiber coverage during the quarter bringing our total to approximately 2.1 million consumer premises passed or 44% of our Kinetic footprint as of June 30, 2026. We ended the second quarter with approximately 603,000 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
•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.
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. For this segment, service revenues were $216.0 million and $438.2 million and contribution margins were $121.8 million and $314.5 million, for the three and six months ended June 30, 2026, respectively. The acquired wholesale business of Windstream generated service revenues of $120.2 million and $236.8 million and direct margin of $68.9 million and $191.2 million for the three and six months ended June 30, 2026, respectively.
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 during the first quarter of 2026 were $189.7 million and $95.8 million, 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. For this segment, service revenues were $180.9 million and $371.9 million and contribution margins were $91.8 million and $187.6 million for the three and six months ended June 30, 2026, respectively.
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 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.
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 and six months ended June 30, 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)Primarily includes $5.3 million of interest income earned on short-term investments.
Current wording
(c)Amounts primarily include $6.5 million and $11.7 million of incremental interest income earned on short-term investments in the three and six months ended June 30, 2026, respectively.
Previous 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.
Current wording
(d)See corresponding section of Note 5 to the condensed consolidated financial statements for information related to the (loss) gain 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 period a year ago:
Current wording
The following table reflects the primary drivers of the changes in service revenues compared to the same periods 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 $71.4 million and $2.7 million for the three months ended March 31, 2026 and 2025 respectively.
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 $16.8 million and $88.2 million for the three and six months ended June 30, 2026, respectively. Revenues from sales-type leases were $2.7 million for the six months ended June 30, 2025. There were no revenues from sales-type leases in the second quarter of 2025.
Previous wording
The following table reflects the primary drivers of the changes in cost of services compared to the same period a year ago:
Current wording
The following table reflects the primary drivers of the changes in cost of services compared to the same periods 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 period 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 periods a year ago:
Previous wording
The following table reflects the primary drivers of the changes in SG&A expenses compared to the same period a year ago:
Current wording
The following table reflects the primary drivers of the changes in SG&A expenses compared to the same periods a year ago:
Previous 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.
Current wording
(b)Increases were 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. Substantially all of the increase in depreciation and amortization during the first quarter of 2026 was attributable to the Merger.
Current wording
Depreciation and amortization expense includes the depreciation of property, plant and equipment and the amortization of intangible assets. Substantially all of the increases in depreciation and amortization during the three and six months ended June 30, 2026 were attributable to the Merger.
Previous 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.
Current wording
The Company reported operating income of $32.2 million and $143.1 million for the three and six months ended June 30, 2026, compared to operating income of $145.0 million and $290.7 million for three and six months ended June 30, 2025. Compared to the same periods of 2025, operating income decreased $112.8 million, or 78%, and $147.6 million, or 51%, during the three and six months ended June 30, 2025, respectively. The decreases in both the three and six months ended June 30, 2026 as compared to the same periods in 2025 primarily reflected decreases in operating lease revenues of $165.4 million and $320.9 million, respectively, 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. Higher transaction related and other costs related to the Merger of $18.4 million also contributed to the decrease in operating income in the six months ended June 30, 2026. The unfavorable effects of these items on operating income for the three and six months ended June 30, 2026 were partially offset by the incremental operating income of $69.7 million and $173.0 million, respectively, attributable to the acquired Windstream operations.
Previous wording
The following table reflects the primary drivers of the change in interest expense, net compared to the same period a year ago:
Current wording
The following table reflects the primary drivers of the changes in interest expense, net compared to the same periods a year ago:
Previous 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.
Current wording
As presented in the table above, interest expense, net increased $66.8 million and $125.6 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increase reflects the incremental net increase of approximately $4.6 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
In determining our quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on our expected annual income, statutory rates and tax planning opportunities. Significant or unusual items are separately recognized in the quarter in which they occur.
Current wording
In determining our quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on our expected annual income, statutory rates, permanent book/tax differences, valuation allowance analysis and tax planning opportunities. Significant or unusual items are separately recognized in the quarter in which they occur.
Previous wording
For the three months ended March 31, 2026, we recorded income tax expense of $0.6 million resulting in an effective tax rate of (0.8)%. The effective tax rate differed from the statutory rate for the three months ended March 31, 2026 primarily due to the change in valuation allowance recorded against current year income and current state income tax.
Current wording
For the three and six months ended June 30, 2026, we recorded income tax expense of $0.3 million and $0.9 million, respectively, resulting in an effective tax rate of (0.2)% and (0.4)%, respectively. The effective tax rate differed from the statutory rate for the three and six months ended June 30, 2026 primarily due to changes in the valuation allowance recorded against current year income and current state income tax.
Previous wording
For the three months ended March 31, 2025, we recorded income tax benefit of $4.5 million resulting in an effective tax rate of (58.7)%. The provision for income taxes differed from the statutory rate for the three months ended March 31, 2025 primarily due to the benefit of Old Uniti’s REIT status.
Current wording
For the three and six months ended June 30, 2025, we recorded income tax benefits of $6.2 million and $10.7 million, respectively, resulting in an effective tax rate of 36.7% and 116.3%, respectively. The provision for income taxes differed from the statutory rate for the three and six months ended June 30, 2025 primarily due to the benefit of Old Uniti’s REIT status and the reversal of unrecognized tax benefits related to the expiration of a statute of limitations in a foreign jurisdiction.
Previous wording
The increase in Kinetic segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.
Current wording
The increases in Kinetic segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.
Previous 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.
Current 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 $83.8 million and $162.0 million attributable to the acquired wholesale operations of Windstream for the three and six months ended June 30, 2026, respectively.
Previous wording
(c)Increase was primarily attributable to revenues from sales-type leases and reflects the impact of the IRU dark fiber agreement with a large hyperscaler entered into during the first quarter of 2026, as previously discussed.
Current wording
(c)Increases were primarily attributable to revenues from sales-type leases and reflect the impact of the IRU dark fiber agreement with a large hyperscaler entered into during the first quarter of 2026, as previously discussed.
Previous 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.
Current wording
(d)Increases were primarily attributable to the acquired wholesale operations of Windstream, which accounted for $41.6 million and $83.8 million of the increases in network access and facilities expense, $8.9 million and $17.6 million of the increases in compensation expense and $4.4 million and $10.4 million of the increases in revenue driven costs for the three and six months ended June 30, 2026, respectively.
Previous wording
(e)Consists of intercompany charges from Kinetic for resale access services.
Current wording
(f)Consists of intercompany charges from Kinetic for resale access services.
Previous wording
The increase in Uniti Solutions segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.
Current wording
The increases in Uniti Solutions segment revenues and sales, costs and expenses and contribution margin were solely attributable to the acquisition of Windstream.
Previous 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.
Current wording
The supplemental unaudited pro forma combined consolidated results of operations for the three and six months ended June 30, 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 combined segment results of operations for the three months ended March 31, 2025 presented herein are based upon the combined historical financial information of Old Uniti and Windstream and exclude the effects of intercompany transactions that existed between the companies prior to the Merger. Because depreciation and amortization expense and interest expense are not allocated to the segments, the supplemental unaudited pro forma combined segment results of operations do not include the effects of the pro forma adjustments to depreciation and amortization expense, interest expense nor the elimination of historical amortization of deferred commission and deferred costs to fulfill discussed above. Accordingly, the supplemental unaudited pro forma combined segment results of operations information presented for the three months ended March 31, 2025 has not been prepared in accordance with SEC Regulation S-X Article 11. The supplemental unaudited pro forma combined segment results of operations are presented for informational purposes only and are not intended to represent nor necessarily be indicative of what the combined company’s business segment results of operations would have been had the Merger been completed on January 1, 2024. The supplemental unaudited pro forma combined segment results of operations results 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 combined segment results of operations for the three and six months ended June 30, 2025 presented herein are based upon the combined historical financial information of Old Uniti and Windstream and exclude the effects of intercompany transactions that existed between the companies prior to the Merger. Because depreciation and amortization expense and interest expense are not allocated to the segments, the supplemental unaudited pro forma combined segment results of operations do not include the effects of the pro forma adjustments to depreciation and amortization expense, interest expense nor the elimination of historical amortization of deferred commission and deferred costs to fulfill discussed above. Accordingly, the supplemental unaudited pro forma combined segment results of operations information presented for the three and six months ended June 30, 2025 has not been prepared in accordance with SEC Regulation S-X Article 11. The supplemental unaudited pro forma combined segment results of operations are presented for informational purposes only and are not intended to represent nor necessarily be indicative of what the combined company’s business segment results of operations would have been had the Merger been completed on January 1, 2024. The supplemental unaudited pro forma combined segment results of operations results do not reflect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the Merger.
Previous wording
The following table compares the Company’s actual consolidated operating results for the first quarter of 2026 (GAAP basis) to the first quarter of 2025 (prepared on a pro forma combined basis):
Current wording
The following table compares the Company’s actual consolidated operating results for the three and six months ended June 30, 2026 (GAAP basis) to the three and six months ended June 30, 2025 (prepared on a pro forma combined basis):
Previous wording
The following table reflects the primary drivers of the change in the first quarter of 2026 actual service revenues compared to the same period a year ago prepared on a pro forma combined basis:
Current wording
The following table reflects the primary drivers of the changes in the actual service revenues compared to the same periods a year ago prepared on a pro forma combined basis:
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Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
First Quarter 2026 Debt Refinancing Transactions
Current report — wording carried from elsewhere
While the Kinetic ABS 2026-2 Notes are outstanding, scheduled payments of interest are required to be made on the 25th day of each calendar month, commencing on August 25, 2026. No principal payments will be due on the Kinetic ABS 2026-2 Notes prior to the applicable anticipated repayment date, unless certain rapid amortization or acceleration triggers are activated. The Kinetic ABS 2026-2 Notes are subject to a series of customary covenants and restrictions.
Current report — wording carried from elsewhere
The net changes in cost of sales were consistent with the net changes in sales revenues.
Current report — wording carried from elsewhere
As further discussed in Note 15 to condensed consolidated financial statements, on July 15, 2026, Kinetic ABS Issuer LLC (“Kinetic ABS Issuer”) completed a private offering of $1.1 billion aggregate principal amount of secured fiber network revenue term notes (the “Kinetic ABS 2026-2 Notes”). The Company intends to use the net proceeds from the offering for general corporate purposes, which may include success-based expenditures and/or repayment of outstanding debt.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Debt Refinancing Transactions Completed in the First Quarter of 2026