Form 4: Elliott Confirms 10%+ Position in Uniti Group Post-Merger

Rhea-AI Filing Summary

Form 4 snapshot: Elliott Investment Management L.P., classified as a 10% owner of Uniti Group (UNIT), reported a Rule J transaction on 08/01/2025. The filing records the receipt of 6,101,928 new UNIT common shares, lifting Elliott-managed funds’ indirect stake to 59,012,219 shares.

The shares were issued under the May 3 2024 Uniti–Windstream merger agreement (amended July 17 2024) in exchange for 10,120,963 “Old Uniti” shares, indicating a restructuring-driven share issuance rather than open-market buying. No derivative positions were reported and no transaction price was disclosed.

Elliott retains its >10 % holding, signalling continued economic exposure and potential influence after the merger-related recapitalisation. No immediate cash inflow or dilution details were provided for other investors.

Positive

• Elliott retains a sizeable 59 m-share (~10%+) position, indicating ongoing commitment and potential alignment with minority shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Elliott swapped Old Uniti shares for 6.1 m new UNIT shares, keeping a 59 m-share stake; impact neutral, confirms >10 % ownership.

Code J indicates a non-market acquisition tied to the Windstream merger. Because Elliott already controlled the exchanged stock, the transaction does not inject fresh capital or change total economic exposure. The post-deal figure—about 59 m shares—confirms Elliott remains a significant holder, which can be viewed as a vote of confidence but does not, by itself, alter valuation. Market impact should be limited unless Elliott uses its position to push strategic change.

Corporate Governance Specialist

TL;DR: Filing formalises Elliott’s stake post-merger; governance influence intact, no new control shift.

The disclosure fulfils Section 16 obligations following UNIT’s share reclassification. Elliott’s indirect ownership structure—through multiple funds—remains unchanged, and the firm expressly disclaims beneficial ownership beyond pecuniary interest, limiting potential legal exposure. From a governance standpoint, Elliott’s capacity to agitate or seek board representation persists, but the Form 4 itself signals no new activism.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Elliott Investment Management L.P.

(Last) (First) (Middle)

360 S. ROSEMARY AVE, 18TH FLOOR

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Uniti Group Inc. [ UNIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.0001 per share	08/01/2025		J(1)		6,101,928	A	(1)	59,012,219	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of May 3, 2024, by and between Uniti Group Inc. ("Old Uniti") and Windstream Holdings II, LLC, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 17, 2024 (the "Merger Agreement"), the shares of Common Stock reported above were issued to the Elliott Funds (as defined below) in exchange for [10,120,963] shares of Old Uniti common stock.

2. This Form 4 is being filed by Elliott Investment Management L.P., a Delaware limited partnership ("EIM" or the "Reporting Person"), which serves as the investment manager of Elliott Associates, L.P., a Delaware limited partnership ("Elliott") and Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International", and together with Elliott and their respective subsidiaries, the "Elliott Funds"), with respect to the securities held by the Elliott Funds. Elliott Investment Management GP LLC, a Delaware limited liability company ("EIM GP"), is the sole general partner of EIM. Paul E. Singer is the sole managing member of EIM GP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

	Elliott Investment Management L.P., /s/ Elliot Greenberg, Vice President	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Uniti Group (UNIT) shares does Elliott now report owning?

Elliott-managed funds hold 59,012,219 UNIT common shares indirectly after the reported transaction.

What was the nature of the transaction reported in the Form 4?

It was a Code J non-market acquisition tied to the Uniti–Windstream merger, exchanging old shares for new UNIT shares.

How many UNIT shares were acquired in the transaction?

Elliott received 6,101,928 UNIT common shares.

Did Elliott buy these shares on the open market?

No. The shares were issued pursuant to the merger agreement; no open-market purchase price was disclosed.

Does Elliott remain a 10% owner of Uniti Group?

Yes. The filing confirms Elliott’s ownership exceeds the 10% threshold, maintaining significant influence.

When did the transaction take place?

The deemed transaction date recorded on the Form 4 is 08/01/2025.