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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):
January 8, 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. ☐
On January 8, 2026, Uniti Group Inc. (“Uniti” or the “Company”)
issued a press release to announce an offering of $960.10 million aggregate principal amount of secured fiber network revenue term notes
(the “Notes”) by its subsidiary, Kinetic ABS Issuer LLC (the “Issuer”). The 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 Notes, the Issuer expects to
enter into a $150.0 million variable funding note facility with a delayed commitment availability feature. subject to leverage tests and
other customary availability/drawing conditions. The Issuer also expects to enter into a liquidity funding note facility, which may be
drawn solely to support the transaction’s liquidity reserve and to cover specified payment shortfalls. The variable funding notes
and the liquidity funding notes will be governed by the same indenture that will govern the Notes.
The 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
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 proposed offering of the 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: the levels of demand for our residential fiber network services within the markets related to the Notes, general market conditions
within such markets, our ability to maintain and grow our residential fiber network services within these markets, 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 January 8, 2026. |
| |
|
| 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: January 8, 2026
