Form 8-K

8-K — Uniti Group Inc.

Accession: 0000950103-26-008114

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0002020795

SIC: 4813 (TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE))

Item: Other Events

Item: Financial Statements and Exhibits

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8-K — dp247603_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (dp247603_ex9901.htm)

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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):

June 1, 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

On June 1, 2026, Uniti Group Inc. (“Uniti”

or the “Company”) issued a press release to announce an offering of $1,140.71 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 (i) increase the maximum commitment under its existing liquidity funding note facility to reflect the increase in

the transaction’s liquidity reserve requirements that would result from the issuance of the Notes and (ii) extend the maturity of

the existing liquidity note facility to align with the final maturity date of the Notes.

Uniti intends to use the net proceeds of the offering

of the Notes for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt.

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’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.

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 June 1, 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: June 1, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp247603_ex9901.htm · Sequence: 2

Exhibit 99.1

Press Release

Release date: June 1, 2026

Uniti Group Inc. Announces

Launch of Second Kinetic Fiber Securitization Notes Offering

Uniti Group Inc. (the “Company,” “Uniti,”

or “we”) (Nasdaq: UNIT) today announced that Kinetic ABS Issuer LLC, a limited-purpose, bankruptcy remote subsidiary of Uniti

(the “Issuer”), has commenced an offering of $1,140,710,000 aggregate principal amount of secured fiber network revenue term

notes (the “Notes”), the issuance and sale of which are subject to market conditions and other factors. The Notes are expected

to have an anticipated repayment date in June 2033. The Notes are expected to be secured by certain residential fiber network assets and

related customer agreements in the States of Texas, Arkansas, Kentucky, Ohio, Georgia, Iowa, Alabama, Florida, North Carolina and Oklahoma.

Each of the Issuer and its direct parent entity and subsidiaries are designated as “unrestricted subsidiaries” under Uniti’s

credit agreement and the indentures governing its outstanding senior notes.

In connection with the offering of the Notes, the

Issuer expects to (i) increase the maximum commitment under its existing liquidity funding note facility to reflect the increase in the

transaction’s liquidity reserve requirements that would result from the issuance of the Notes and (ii) extend the maturity of the

existing liquidity note facility to align with the final maturity date of the Notes.

Uniti intends to use the net proceeds of the offering

of the Notes for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt.

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.

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.

This press release does not constitute an offer

to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such

an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or

jurisdiction.

ABOUT UNITI

Uniti is a premier insurgent fiber provider dedicated

to enabling mission-critical connectivity across the United States. We build, operate, and deliver fast and reliable communications services,

empowering more than a million consumers and businesses in the digital economy. Our broad portfolio of services is offered through a suite

of brands: Uniti Wholesale, Kinetic, Uniti Fiber, and Uniti Solutions.

FORWARD-LOOKING STATEMENTS

This press release 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’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. 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.

INVESTOR CONTACTS:

Paul Bullington, 251-662-1512

Senior Executive Vice President, Chief

Financial Officer & Treasurer

paul.bullington@uniti.com

Bill DiTullio, 501-850-0872

Senior Vice President, Investor Relations

& Treasury

bill.ditullio@uniti.com

MEDIA CONTACTS:

Scott L. Morris

Associate Director, Media & External Communications

501-580-4759

scott.l.morris@uniti.com

Brandi Stafford

Vice President, Corporate Communications

501-351-0067

brandi.stafford@uniti.com

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