Uniti accepts $480M in notes in oversubscribed offer

Q: How many 2028 Notes were tendered in Uniti (UNIT)'s Asset Sale Offers?

Holders tendered $554,108,000 aggregate principal amount of Uniti’s 4.750% Senior Secured Notes due 2028 in the Asset Sale Offers before the August 20, 2026 expiration.

Q: What was the maximum offer amount in Uniti (UNIT)'s Asset Sale Offers?

The Asset Sale Offers had a maximum offer amount of $480,236,000 aggregate principal, which was exceeded by the notes tendered, causing the tenders to be subject to proration.

Q: How many Uniti (UNIT) notes were actually accepted for purchase?

The issuers accepted for purchase $479,054,000 aggregate principal amount of the 4.750% Senior Secured Notes due 2028 and $1,182,000 aggregate principal amount of the 7.500% Senior Secured Notes due 2033.

Q: Why were Uniti (UNIT)'s Asset Sale Offers subject to proration?

The Asset Sale Offers were subject to proration because the aggregate principal amount of notes validly tendered and not withdrawn exceeded the $480,236,000 maximum offer amount.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Uniti Group Inc. (UNIT), through wholly owned subsidiaries Uniti Services LLC, Uniti Group Finance 2019 Inc. and CSL Capital, LLC, reports the results of its previously announced Asset Sale Offers for its senior secured notes. Holders validly tendered $554,108,000 aggregate principal amount of its 4.750% Senior Secured Notes due 2028 and $1,368,000 of its 7.500% Senior Secured Notes due 2033 by the August 20, 2026 expiration. Because total tenders exceeded the $480,236,000 maximum offer amount, the notes were subject to proration. On August 21, 2026, the issuers accepted for purchase $479,054,000 of the 2028 Notes and $1,182,000 of the 2033 Notes, with settlement of the Asset Sale Offers expected on Monday, August 24, 2026.

Positive

Approximately $480.2 million principal amount of senior secured notes accepted for purchase, representing a significant reduction of outstanding debt instruments.

Negative

None.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

2028 Notes tendered: $554,108,000 aggregate principal amount 2033 Notes tendered: $1,368,000 aggregate principal amount Maximum offer amount: $480,236,000 aggregate principal amount +3 more

6 metrics

2028 Notes tendered $554,108,000 aggregate principal amount 4.750% Senior Secured Notes due 2028 validly tendered before August 20, 2026 expiration

2033 Notes tendered $1,368,000 aggregate principal amount 7.500% Senior Secured Notes due 2033 validly tendered before August 20, 2026 expiration

Maximum offer amount $480,236,000 aggregate principal amount Cap on aggregate principal amount purchasable in the Asset Sale Offers

2028 Notes accepted $479,054,000 aggregate principal amount 4.750% Senior Secured Notes due 2028 accepted for purchase on August 21, 2026

2033 Notes accepted $1,182,000 aggregate principal amount 7.500% Senior Secured Notes due 2033 accepted for purchase on August 21, 2026

Settlement date August 24, 2026 Intended settlement date for the Asset Sale Offers

Key Terms

Asset Sale Offers, Senior Secured Notes, aggregate principal amount, proration

4 terms

Asset Sale Offers financial

"In connection with the previously announced asset sale offers (the “Asset Sale Offers”)"

Senior Secured Notes financial

"4.750% Senior Secured Notes due 2028 issued by Uniti Services, UGF and CSL Capital"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

aggregate principal amount financial

"$554,108,000 aggregate principal amount of the 2028 Notes and $1,368,000"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

proration financial

"the tendered Notes were subject to proration"

Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Uniti Group Inc. (UNIT) announce regarding its Asset Sale Offers?

Uniti Group Inc. announced the results of Asset Sale Offers for its 4.750% Senior Secured Notes due 2028 and 7.500% Senior Secured Notes due 2033, with about $480.2 million aggregate principal amount of notes accepted for purchase following an oversubscribed tender.

How many 2028 Notes were tendered in Uniti (UNIT)'s Asset Sale Offers?

Holders tendered $554,108,000 aggregate principal amount of Uniti’s 4.750% Senior Secured Notes due 2028 in the Asset Sale Offers before the August 20, 2026 expiration.

What was the maximum offer amount in Uniti (UNIT)'s Asset Sale Offers?

The Asset Sale Offers had a maximum offer amount of $480,236,000 aggregate principal, which was exceeded by the notes tendered, causing the tenders to be subject to proration.

How many Uniti (UNIT) notes were actually accepted for purchase?

The issuers accepted for purchase $479,054,000 aggregate principal amount of the 4.750% Senior Secured Notes due 2028 and $1,182,000 aggregate principal amount of the 7.500% Senior Secured Notes due 2033.

When will Uniti (UNIT) settle the Asset Sale Offers?

Uniti Group Inc. intends to settle the Asset Sale Offers on Monday, August 24, 2026, following acceptance of the tendered notes on August 21, 2026.

Why were Uniti (UNIT)'s Asset Sale Offers subject to proration?

The Asset Sale Offers were subject to proration because the aggregate principal amount of notes validly tendered and not withdrawn exceeded the $480,236,000 maximum offer amount.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/21/2026 - 07:31 AM Accepted by SEC EDGAR 08/21/2026 - 07:31 AM

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): August 21, 2026 (August 20, 2026)

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

In connection with the previously announced asset sale offers (the “Asset Sale Offers”) by Uniti Services LLC (“Uniti Services”), Uniti Group Finance 2019 Inc. (“UGF”) and CSL Capital, LLC (“CSL Capital,” and together with Uniti Services and UGF, the “Issuers”), each a wholly owned subsidiary of Uniti Group Inc. (the “Company,” “we,” “us,” or “our”), relating to the 4.750% Senior Secured Notes due 2028 issued by Uniti Services, UGF and CSL Capital (the “2028 Notes”) and the 7.500% Senior Secured Notes due 2033 issued by Uniti Services (the “2033 Notes,” and together with the 2028 Notes, the “Notes”), $554,108,000 aggregate principal amount of the 2028 Notes and $1,368,000 aggregate principal amount of the 2033 Notes were validly tendered and not validly withdrawn prior to the expiration date of the Asset Sale Offers, which was 5:00 p.m., New York City time, on August 20, 2026.

The aggregate principal amount of the Notes validly tendered and not validly withdrawn exceeded the maximum offer amount of $480,236,000, and the tendered Notes were subject to proration. On August 21, 2026, the Issuers accepted for purchase $479,054,000 aggregate principal amount of the 2028 Notes and $1,182,000 aggregate principal amount of the 2033 Notes.

The Company intends to settle the Asset Sale Offers on Monday, August 24, 2026.

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 and General Counsel

Dated: August 21, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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