Uniti Group Inc. Files 8-K on Material Agreement & Financial Obligations

TL;DR

Uniti Group Inc. just signed a big deal and took on new financial obligations. Keep an eye on this.

AI Summary

On October 6, 2025, Uniti Group Inc. filed an 8-K report detailing a material definitive agreement. The filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. Additional details regarding other events and financial statements/exhibits are also included.

Why It Matters

This filing signals a significant new agreement and potential financial commitments for Uniti Group Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and new financial obligations, which inherently carry financial and operational risks.

Key Players & Entities

• Uniti Group Inc. (company) — Registrant
• October 6, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-42779 (identifier) — Commission File Number
• 85-2262564 (identifier) — IRS Employer Identification No.
• 2101 Riverfront Drive, Suite A (address) — Business and Mail Address
• Little Rock (city) — Business and Mail City

FAQ

Key Financial Figures

• $1,400.0 million — niti"), completed a private offering of $1,400.0 million aggregate principal amount of the Issue
• $1,000.0 million — oan facility with a principal amount of $1,000.0 million (the "New Term Loan"). Voluntary prepay
• $250.0 million — ress release to announce an offering of $250.0 million aggregate principal amount of secured f
• $75.0 million — expect to enter into a commitment for a $75.0 million variable funding note facility with a d

Filing Documents

• dp235539_8k.htm (8-K) — 46KB
• dp235539_ex0401.htm (EX-4.1) — 978KB
• dp235539_ex1001.htm (EX-10.1) — 1727KB
• dp235539_ex1002.htm (EX-10.2) — 1544KB
• dp235539_ex9901.htm (EX-99.1) — 14KB
• image_003.jpg (GRAPHIC) — 3KB
• 0000950103-25-012877.txt ( ) — 5388KB
• unit-20251006.xsd (EX-101.SCH) — 3KB
• unit-20251006_lab.xml (EX-101.LAB) — 33KB
• unit-20251006_pre.xml (EX-101.PRE) — 22KB
• dp235539_8k_htm.xml (XML) — 4KB

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. Senior Secured Notes On October 6, 2025, Windstream Services, LLC (the "Issuer"), a subsidiary of Uniti Group Inc. (the "Company" or "Uniti"), completed a private offering of $1,400.0 million aggregate principal amount of the Issuer's 7.500% Senior Secured Notes due 2033 (the "Notes"). The Issuer used the net proceeds from the offering, together with the proceeds of the New Term Loan (as defined and described below), to fund the redemption in full of the outstanding 10.50% Senior Secured Notes due 2028 issued by the Issuer and certain other subsidiaries of the Company as co-issuers (the "2028 Secured Notes"), and to pay any related premiums, fees and expenses in connection with the foregoing. On October 6, 2025, the Issuer redeemed the 2028 Secured Notes and satisfied and discharged its and the other co-issuers' respective obligations with respect to the indenture governing the 2028 Secured Notes. The Notes were issued at an issue price of 100.000% of their principal amount pursuant to an Indenture, dated as of October 6, 2025 (the "Indenture"), among the Issuer, the guarantors named therein (collectively, the "Guarantors") and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the "Trustee") and as collateral agent. The Notes mature on October 15, 2033 and bear interest at a rate of 7.500% per year. Interest on the Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2026. The Issuer may redeem the Notes, in whole or in part, at any time prior to October 15, 2028 at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus an applicable "make whole" premium described in the Indenture. Thereafter, the Issuer may redeem the Notes in whole or in part, at the redemption prices set forth in the Indenture. In addition, prior to October 15, 202

03 Creation of a

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events On October 6, 2025, the Company issued a press release to announce an offering of $250.0 million aggregate principal amount of secured fiber network revenue term notes (the "ABS Notes") by its subsidiaries, Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the "ABS Issuers"). The ABS Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. In connection with the offering of the ABS Notes, the ABS Issuers expect to enter into a commitment for a $75.0 million variable funding note facility with a delayed draw feature, subject to leverage tests and other customary drawing conditions. The ABS Issuers do not expect to draw on the variable funding note facility at the closing of the offering of the ABS Notes. The variable funding notes will be governed by the same indenture that will govern the ABS Notes. The ABS Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and management's current expectations, involve certain risks and uncertainties, and are not guarantees. These forward-looking The words "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would," "predicts" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on the forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that the Company makes. These forward-looking statements involve risks and uncertainties, known and unknown, that could cause events and results to differ materially from those in the forward-looking statements, including, without limitation: unanticipated difficulties or expenditures relating to the merger of Uniti and Windstream; competition and overbuilding in consumer service areas and general competition in business markets; risks related to Uniti's indebtedness, which could reduce funds available for business purposes and operational flexibility; rapid changes in technology, which could affect its ability to compete; risks relating to information technology system failures, network disruptions, and failure to protect, loss of, or unauthorized access to, or release of, data; risks related to various forms of regulation from the Federal Communications Commissi

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 4.1 Indenture, dated October 6, 2025, by and among Windstream Services, LLC, as Issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent, governing the 7.500% Senior Secured Notes due 2033. 4.2 Form of 7.500% Senior Secured Notes due 2033 (included in Exhibit 4.1). 10.1 Amendment No. 4 to the Credit Agreement, dated October 6, 2025, by and among Windstream Services, LLC, as borrower, the other loan parties party thereto, the lenders and L/C issuers party thereto and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent. 10.2 Amendment No. 11 to the Credit Agreement, dated October 6, 2025, among Uniti Group Inc., as parent guarantor, Windstream Services, LLC, Uniti Group Finance 2019 Inc. and CSL Capital, LLC, as borrowers, the other guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative and collateral agent. 99.1 Press release issued October 6, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. UNITI GROUP INC. By: /s/ Daniel L. Heard Name: Daniel L. Heard Title: Senior Executive Vice President – General Counsel and Secretary Dated: October 6, 2025

View Full Filing

View this 8-K filing on SEC EDGAR