Uniti Group (NASDAQ: UNIT) prices $250M secured fiber network notes and adds $75M facility

Rhea-AI Filing Summary

Uniti Group Inc. is raising debt through the pricing of $250.0 million of secured fiber network revenue term notes issued by its Uniti Fiber subsidiaries. The notes are split into $180,000,000 5.177% Series 2025-2 Class A-2, $28,200,000 5.621% Class B, and $41,800,000 7.834% Class C tranches, with a weighted average coupon of about 5.671%, and are expected to close on October 24, 2025.

The company plans to use net proceeds for general corporate purposes, which may include success-based capital spending and repayment of existing debt. In connection with the transaction, the issuing subsidiaries also expect to obtain a $75.0 million delayed-draw variable funding note facility subject to leverage tests and other customary conditions, which they do not expect to draw at closing. The notes are being sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S.

Insights

Credit markets analyst

Uniti adds $250M of secured ABS debt and a $75M undrawn facility.

Uniti Group has priced $250.0 million of secured fiber network revenue term notes across three tranches, with coupons ranging from 5.177% to 7.834% and a weighted average of about 5.671%. This structure channels cash flows from fiber assets through special-purpose issuers, which can support access to capital but also increases secured leverage.

Management indicates net proceeds may be used for success-based capital expenditures and/or repayment of outstanding debt, so the ultimate balance between growth funding and de-leveraging will depend on how proceeds are allocated. The expected October 24, 2025 closing and associated $75.0 million delayed-draw variable funding note facility, subject to leverage tests and other customary conditions, provide additional committed liquidity even though no initial draw is expected.

The notes are offered only to qualified institutional buyers under Rule 144A and to investors outside the United States under Regulation S, keeping this as an institutional private placement rather than a public securities issuance. Future disclosures in company reports can clarify how much of the proceeds go toward debt reduction versus new investment and how actively the variable funding facility is used.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 10, 2025 (October 9, 2025)

Uniti Group Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42779		85-2262564
(State or other jurisdiction of incorporation)		(Commission   File Number)		(IRS Employer Identification No.)

2101 Riverfront Drive, Suite A Little Rock, Arkansas		72202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (501) 850-0820

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	UNIT	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On October 9, 2025, Uniti Group Inc. (the “Company,” “we,” “us,” or “our”) issued a press release to announce the pricing of 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”), consisting of $180,000,000 5.177% Series 2025-2, Class A-2 term notes, $28,200,000 5.621% Series 2025-2, Class B term notes and $41,800,000 7.834% Series 2025-2, Class C term notes. Collectively, the ABS Notes have a weighted average coupon rate of approximately 5.671%. The Company expects to use the net proceeds of the offering of the ABS Notes for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt. The offering of the ABS Notes is expected to close on October 24, 2025.

In connection with the closing of 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 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. The ABS Notes were 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

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 statements include, but are not limited to, statements regarding the offering of the ABS Notes and use of proceeds therefrom. 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 Commission, state regulatory commissions and other government entities and effects of unfavorable legal proceedings, government investigations, and complex and changing laws; risks inherent in the communications industry and associated with general economic conditions; and additional risks set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Uniti and its predecessor’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the U.S. Securities and Exchange Commission as well as Uniti’s predecessor’s registration statement on Form S-4 dated February 12, 2025. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. The Company does not assume any obligation to update any forward-looking statements. Uniti expressly disclaims any obligation to release publicly any updates or revisions to any of the forward-looking statements set forth in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release issued October 9, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 10, 2025

FAQ

What financing did Uniti Group (UNIT) announce in this 8-K?

Uniti Group announced the pricing of $250.0 million aggregate principal amount of secured fiber network revenue term notes issued by its subsidiaries in three tranches with a weighted average coupon of about 5.671%.

How are the new Uniti Group (UNIT) ABS notes structured and what are the interest rates?

The ABS notes consist of $180,000,000 5.177% Series 2025-2 Class A-2 term notes, $28,200,000 5.621% Series 2025-2 Class B term notes, and $41,800,000 7.834% Series 2025-2 Class C term notes, with a weighted average coupon of approximately 5.671%.

When is the Uniti Group (UNIT) ABS notes offering expected to close?

The offering of the secured fiber network revenue term notes is expected to close on October 24, 2025, subject to the usual closing conditions for such transactions.

How does Uniti Group (UNIT) plan to use the net proceeds from the ABS notes?

Uniti Group expects to use the net proceeds from the ABS notes for general corporate purposes, which may include success-based capital expenditures and repayment of outstanding debt.

What additional credit facility is associated with the Uniti Group (UNIT) ABS issuance?

In connection with closing the ABS notes offering, the issuing subsidiaries expect to enter into a $75.0 million variable funding note facility with a delayed draw feature, subject to leverage tests and other customary drawing conditions, and they do not expect to draw on it at closing.

Are the Uniti Group (UNIT) ABS notes registered with the SEC and who can buy them?

The ABS notes are not registered under the Securities Act of 1933 or state securities laws and may be offered and sold only to qualified institutional buyers under Rule 144A and to investors outside the United States in compliance with Regulation S.