Uniti Group Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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Sep 30, 2026 · Filed Nov 9, 2026
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(Loss) Earnings Per Share
Note 11.(Loss) Earnings Per Share:
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. The Warrants issued in connection with the Merger are considered participating securities and are convertible into shares of our common stock for nominal additional consideration. Accordingly, the Warrants are included in the denominator for both basic and diluted earnings (loss) per share. Dilutive earnings (loss) per share also includes the dilutive effect of the Preferred Stock issued in the Merger, the 2027 convertible notes, restricted stock and performance-based awards outstanding during the period, if their effect is not antidilutive.
Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings (loss) per share under the two-class method. We also have outstanding performance-based restricted stock units (“PSUs”) that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. For the three and nine months ended September 30, 2026,0.4 million non-participating securities were excluded from the computation of loss per share, as their performance conditions have not been met, and 2.6 million non-participating securities were excluded from the computation of loss per share, as their effect would have been antidilutive due to our reported net loss for the period. For the three and nine months ended September 30, 2025, approximately 1.3 million PSUs were excluded from the computation of diluted earnings per share, as their performance conditions had not been met, and 0.8 million non-participating securities were excluded from the computation of earnings (loss) per share, as their effect would have been antidilutive.
The dilutive effect of the Preferred Stock was calculated by using the “if-converted” method, which assumes an add-back of dividends to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the 2027 convertible notes was calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in the number of weighted average shares. For the three and nine months ended September 30, 2026, we excluded 80.0 million and 82.5 million shares, respectively, of Preferred Stock and 25.3 million potential common shares related to the 2027 convertible notes from the computation of loss per share, because their effect would have been antidilutive due to our reported net loss for the period.
The following sets forth the computation of basic and diluted (loss) earnings per share under the two-class method:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| (Millions, except per share data) | 2026 | 2025 | 2026 | 2025 |
| Basic (loss) earnings per share: | ||||
| Numerator: | ||||
| Net (loss) income attributable to shareholders | $(244.5) | $1,608.9 | $(470.7) | $1,610.4 |
| Less: Income allocated to participating securities | — | (35.4) | — | (41.3) |
| Less: Dividends declared on Preferred Stock | (15.8) | (9.9) | (47.0) | (9.9) |
| Net (loss) income attributable to common shares | $(260.3) | $1,563.6 | $(517.7) | $1,559.2 |
| Denominator: | ||||
| Weighted-average common shares outstanding | 235.6 | 203.6 | 235.2 | 163.9 |
| Weighted-average Warrants outstanding | 17.6 | 11.6 | 17.6 | 3.9 |
| Total basic weighted-average common shares outstanding | 253.2 | 215.2 | 252.8 | 167.8 |
| Basic (loss) earnings per common share | ($1.03) | $7.26 | ($2.05) | $9.29 |
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| (Millions, except per share data) | 2026 | 2025 | 2026 | 2025 |
| Diluted (loss) earnings per share: | ||||
| Numerator: | ||||
| Net (loss) income attributable to common shares | $(260.3) | $1,563.6 | $(517.7) | $1,559.2 |
| Add: Dividends declared on Preferred Stock | — | 9.9 | — | 9.9 |
| Add: Impact on if-converted dilutive securities | — | 6.2 | — | 18.2 |
| Net (loss) income attributable to common shares | $(260.3) | $1,579.7 | $(517.7) | $1,587.3 |
| Denominator: | ||||
| Basic weighted-average common shares outstanding | 253.2 | 215.2 | 252.8 | 167.8 |
| Add: Effect of dilutive non-participating securities | — | 80.4 | — | 26.9 |
| Add: Impact on if-converted dilutive securities | — | 25.3 | — | 25.3 |
| Total diluted weighted-average common shares outstanding | 253.2 | 320.9 | 252.8 | 220.0 |
| Diluted (loss) earnings per common share | ($1.03) | $4.92 | ($2.05) | $7.21 |
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