DEF 14A of Uniti Group Inc., Apr 21, 2026

DEF 14A of Uniti Group Inc.

Filed Apr 21, 2026 · FY20250001104659-26-045735

Open on EDGAR

  1. Director Nominees (see page 14)

    Director Nominees (see page 14) The following table contains information about the nine candidates who have been nominated for election to the Board. Each nominee (except for Messrs. Appleby and Weber) is currently a director of Uniti.

  2. Director Nominees (see page 14)

    | Name | Age | Director Since | Principal Occupation | | Jarrett Appleby | 64 | N/A | CEO of ASG; Senior Advisor to The Blackstone Group | | Scott G. Bruce | 64 | 2025 | President and Chief Executive Officer of Radius Global Infrastructure, Inc. | | Francis X. (“Skip”) Frantz | 72 | 2025 | Chairman of the Board of Uniti | | Kenneth A. Gunderman | 55 | 2025 | President and CEO of Uniti | | Mary McLaughlin | 62 | 2025 | Former Senior Regional Vice President, Beltway Region, of Comcast Corporation | | Joseph Natale | 62 | 2025 | Senior Advisor of Altas Partners LP | | Carmen Perez-Carlton | 65 | 2025 | Former President of FPL Fibernet, LLC | | Johannes Weber | 47 | N/A | Consultant to Elliott Investment Management L.P. | | Harold Zeitz | 62 | 2025 | Chief Executive Officer of Ziply Fiber |

  3. Director Compensation

    Director Compensation The current non-employee director compensation program consists of: (i) an annual cash retainer of $100,000; (ii) a one-time, at-election restricted stock grant of $100,000 that vests ratably in equal installments over four years; (iii) an annual restricted stock grant of $150,000 subject to one-year vesting; (iv) an additional annual cash retainer of $150,000 for the Chair of the Board of Directors; (v) annual restricted stock grants of $25,000, $20,000 and $15,000 for the Chairs of the Audit, Compensation and Governance Committees, respectively, each subject to one-year vesting; and (vi) annual restricted stock grants of $12,500, $10,000 and $7,500 for non-chair members of the Audit, Compensation and Governance Committees, respectively, each subject to one-year vesting. The number of time-based restricted shares granted to the non-employee directors during 2025 was based on the average closing price of our common stock as reported on Nasdaq for the 20 trading days prior to the grant date. The presentation of full fiscal year director compensation information consists of information with respect to Old Uniti for the period of January 1, 2025 to July 31, 2025 and information with respect to the Company for the period from August 1, 2025 to December 31, 2025. The following table shows the compensation paid to our non-employee directors during 2025:

  4. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Jennifer S. Banner(2) | 39,000 | — | — | 39,000 | | Scott G. Bruce | 100,000 | 186,766 | — | 286,766 | | Randy Dunbar | 50,000 | 265,665 | — | 315,665 | | Francis X. (“Skip”) Frantz | 250,000 | 176,940 | — | 426,940 | | Mary McLaughlin | 50,000 | 277,962 | — | 327,962 | | Joseph Natale | 50,000 | 255,824 | — | 305,824 | | Carmen Perez-Carlton | 100,000 | 189,225 | — | 289,225 | | Paul Sunu | 50,000 | 245,983 | — | 295,983 | | Harold Zeitz | 73,425 | 244,446 | — | 317,871 |

  5. Director Compensation

    (1) All stock award amounts in the table above reflect the aggregate fair value on the grant date based on the closing per share price of the Company’s common stock on the date of grant of the restricted stock, computed in accordance with FASB ASC Topic 718, and, where applicable for continuing Old Uniti directors, multiplied by the Exchange Ratio in connection with the Merger. At December 31, 2025, non-employee directors serving on the Board held the following number of unvested shares of restricted stock: Mr. Bruce, 20,752; Mr. Dunbar, 32,557; Mr. Frantz, 19,660; Ms. McLaughlin, 34,064; Mr. Natale, 31,351; Ms. Perez-Carlton, 21,025; Mr. Sunu, 30,145; and Mr. Zeitz, 33,972. Ms. Banner’s service as a director on Old Uniti’s board of directors ended at its 2025 annual meeting of stockholders. Accordingly, Ms. Banner did not receive a stock award during 2025.

  6. Election of Directors

    Election of Directors There are currently nine directors serving on the Board, all of whose terms expire at the Annual Meeting. Upon the recommendation of our Governance Committee, the Board has nominated all of the current Board members (except for Messrs. Dunbar and Sunu), Mr. Appleby and Mr. Weber to stand for election at the Annual Meeting. In accordance with the Company’s bylaws and Delaware law, each nominee elected will serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified or until the earliest of their removal, resignation or death. Each of the current Board members was appointed to the Board on August 1, 2025 in connection with the closing of the Merger. Mr. Weber and Ms. McLaughlin were designated as nominees by Elliott in accordance with the Elliott Stockholder Agreement. Mr. Appleby was recommended to stand for election as a director nominee by our Chief Executive Officer, our Governance Committee and Elliott. In addition to receiving non-employee director compensation from Uniti, it is anticipated that Mr. Weber will be eligible to receive additional compensation from Elliott in connection with his service on the Board. Mr. Weber and Elliott have informed the Company that they are finalizing the terms of his consulting arrangement, the terms of which will be disclosed to the Company upon completion. The parties have disclosed to the Company that Mr. Weber’s compensation under the consulting arrangement will be based upon, among other items, returns realized by Elliott from their investment in the Company, with higher compensation if the Company enters into a strategic transaction. Except as set forth above, there are no arrangements or understandings between any of the nine nominees and any other person, including officers, pursuant to which the director was nominated for election to the Board. Holders of proxies solicited by this Proxy Statement will vote the proxies they receive as directed on the proxy card, or, if no direction is made, for the election of the Board’s nine nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote for a nominee designated by the present Board to fill the vacancy or, in the event no such designation is made, proxies will be voted for a lesser number of nominees. Set forth below is biographical information for each nominee, including age, a brief listing of principal occupations for at least the past five years, other major affiliations, and the specific experience, qualifications, attributes and skills that qualify each candidate to serve on the Board. Jarrett Appleby, age 64, has been nominated to stand for election to the Board of Directors as of the date of this Annual Meeting. Since 2017, Mr. Appleby has served as Chief Executive Officer of ASG, a digital infrastructure advisory group that works with leading private equity and technology companies. Mr. Appleby also serves as a Senior Advisor for The Blackstone Group, supporting global digital infrastructure investments, a role he’s held since 2018. He has held a number of executive leadership positions including COO of Digital Realty from 2015 until 2017. Prior to that, Jarrett served as COO for CoreSite Realty from 2012 to 2014, and CMO for Equinix from 2008 to 2012 where he maintained overall marketing, product and business development responsibilities. Mr. Appleby holds a Bachelor of Arts in Mathematics and Economics and an MBA from Lehigh University. Mr. Appleby’s operational, management and investment expertise gained through over 30 years of experience in the data center and telecommunications industries qualifies him to serve on our Board. The Board believes that Mr. Appleby has a valuable understanding of, and is equipped to assist the Board in navigating, the challenges of the segment of the communications industry in which Uniti competes. Scott G. Bruce, age 64, was appointed to the Board of Directors on August 1, 2025 and previously served on the board of directors of Old Uniti since June 29, 2016. Mr. Bruce has served as the President of Radius Global Infrastructure, Inc., a company engaged in the aggregation of rental streams underlying wireless sites and related businesses, since February 2020 and in February 2023 he also became the company’s CEO. Mr. Bruce previously served as Managing Director of Associated Partners, LP, a private investment partnership focusing on creating, operating and investing in wireless communications companies, from its inception in 2006. In addition, Mr. Bruce previously served as Managing Director and General Counsel of Liberty Associated Partners, LP, a predecessor investment vehicle. Previously, Mr. Bruce was General Counsel and Secretary of Associated Group, Inc., a publicly traded company that owned various communications businesses, from 1994 to 2000, when it was sold to AT&T/Liberty Media. He also served as Vice President and General Counsel of Associated Communications Corporation, a publicly traded predecessor company to Associated Group, from 1992 to 1994, when the company sold its cellular telephone businesses to SBC/AT&T. Prior to joining Associated, Mr. Bruce practiced corporate law at Wolf, Block, Schorr and Solis-Cohen in Philadelphia, Pennsylvania from 1987 to 1992. Prior to that, he worked as an auditor in the New York office of Touche Ross & Co. (predecessor to Deloitte) from 1983 to 1985. In connection with Mr. Bruce’s prior responsibilities at Associated, he has held various board memberships at private companies. Mr. Bruce holds an A.B. in History from Colgate University, an M.S. (Accounting) from the New York University Stern School of Business and a J.D. from the Villanova University School of Law. Mr. Bruce’s operational, management and investment expertise gained through years of experience as both an executive and lawyer in the telecommunications and communications infrastructure industries qualifies him to serve on our Board. The Board believes that Mr. Bruce has a valuable understanding of, and is equipped to assist the Board in navigating, the challenges of the segment of the communications industry in which Uniti competes. Francis X. (“Skip”) Frantz, age 72, has served as Chairman of the Board of Directors since August 1, 2025 and previously served as the Chairman of the board of directors of Old Uniti since its spin-off from Windstream. He previously served as a director of Windstream from 2006 until the spin-off, serving as Chairman of its Audit Committee at the time of his resignation from the Windstream board of directors. From July 2006 to February 2010, he served as Chairman of the Windstream board. Mr. Frantz served as the 2006 and 2007 Chairman of the Board and the Executive Committee of the United States Telecom Association. Mr. Frantz served as Chairman of a community bank in Little Rock, Arkansas from February 2007 until May 2014 and serves as a director of a number of other privately held companies. Prior to January 2006, Mr. Frantz was Executive Vice President — External Affairs, General Counsel and Secretary of Alltel Corporation (“Alltel”). Mr. Frantz joined Alltel in 1990 as Senior Vice President and General Counsel and was appointed Secretary in January 1992 and Executive Vice President in July 1998. While with Alltel, he was responsible for Alltel’s merger and acquisition negotiations, wholesale services group, federal and state government and external affairs, corporate communications, administrative services and corporate governance, in addition to serving as Alltel’s chief legal officer.

  7. Election of Directors

    Mr. Frantz’s qualifications for election to the Board include his ability to provide insight and perspective on a wide range of issues facing business enterprises based on his long tenure as a senior executive in the telecommunications industry. Mr. Frantz’s over-15-year career as a senior telecom executive in various capacities provides him with a thorough understanding of all aspects of Uniti’s target market, and his service as a director and chairman of the United States Telecom Association provides Mr. Frantz with additional experience and insight in communications policy and regulation. Through his current involvement with a number of private companies and his prior role as Chairman of Windstream and, before that, as senior executive of Alltel, Mr. Frantz has extensive experience in corporate governance, mergers and acquisitions, risk management, government policy and regulation, and capital markets transactions, in addition to the specific aspects of the telecommunications industry. Kenneth A. Gunderman, age 55, was appointed to the Board of Directors and has served as President & Chief Executive Officer (or CEO) of the Company since August 1, 2025. Previously, Mr. Gunderman served as President and Chief Executive Officer of Old Uniti since March 2, 2015. Prior to his appointment as President and Chief Executive Officer of Old Uniti, he served as the co-head of investment banking at Stephens Inc., where he was responsible for the strategic direction of the investment banking department and advised on many of the firm’s notable investment banking transactions. From July 2014 to August 2017, Mr. Gunderman served on the board of America’s Car-Mart, Inc. Prior to joining Stephens Inc., Mr. Gunderman was a member of the telecom investment banking group at Lehman Brothers, where he advised on various transactions and financings totaling more than $125 billion. He also worked as a Certified Public Accountant at KPMG and holds an MBA from Yale and a Bachelor of Arts from Hendrix College. The Board believes it is important that Uniti’s Chief Executive Officer serve on the Board of Directors, as the position of Chief Executive Officer puts Mr. Gunderman in a unique position to understand the challenges and issues facing the Company. Mr. Gunderman’s qualifications for service on our Board of Directors include the same demonstrated skills and experience that qualify him to serve as Chief Executive Officer of Uniti. Mary McLaughlin, age 62, was appointed to the Board of Directors on August 1, 2025. Previously, Ms. McLaughlin served on the Board of Directors of Windstream. There she was a member of the Audit and ESG Committees, as well as the Kinetic by Windstream Ad Hoc Committee, which provided management with guidance and oversight for the Windstream Kinetic business unit. In addition, McLaughlin is a member of the University of Maryland Medical System Foundation Board and the Board of the University of Maryland Medical Center, where she serves as Chair of the Nomination and Governance Committee. Ms. McLaughlin spent nearly 20 years in executive positions at Comcast Corporation (NASDAQ: CMCSA). Most recently she was Senior Vice President Comcast, Beltway Region, where she led a multidisciplinary team of over 5,000 employees serving more than 2.3 million residential and business services customers in the MidAtlantic. She was responsible for $4.5 billion in revenue, managing all aspects of the P&L including financial performance, operations, sales, marketing, call centers, technical/ field support, network build-out, human resources, public relations, and government affairs. Ms. McLaughlin began her career as Assistant Attorney General in the Massachusetts Attorney General office. Ms. McLaughlin received a J.D. from Suffolk University Law School. Ms. McLaughlin is Director Certified by the National Association of Corporate Directors. She has attended executive programs at Harvard Business School and Stanford University Graduate School of Business. Ms. McLaughlin’s qualifications for election to the Board include her operational and management expertise gained through her long tenure as an executive in the telecommunications industry. As a result of this expertise and experience, Ms. McLaughlin is uniquely qualified to assist the Board in navigating the challenges of the segment of the communications industry in which Uniti competes. Joseph Natale, age 62, was appointed to the Board of Directors on August 1, 2025. Mr. Natale is a seasoned telecom, technology and media executive with over 30 years’ experience as a leader, operator, and business builder. He is currently a Senior Advisor for Altas Partners. Mr. Natale is the former President and Chief Executive Officer of Rogers Communications, a diversified communications and media company and Canada’s largest provider of wireless communications, cable television and internet and sports entertainment services. Prior to joining Rogers, Mr. Natale held several executive positions at Telus Communications from 2003 to 2015, including President and CEO. Previously, he was a senior partner at KPMG and held successive senior leadership roles with KPMG Consulting. Mr. Natale was co-founder and CEO of a business transformation and systems integration consulting firm which was acquired by KPMG. He currently serves on the board of directors of Shopify Inc. and Sun Life Financial Inc. He has previously served on the board of directors of Windstream, Home Capital Group Inc., TD Bank Financial Group and Rogers Communications Inc. Mr. Natale holds a Bachelor of Applied Science degree in Electrical Engineering from the University of Waterloo. Mr. Natale’s qualifications for election to the Board include his operational, management and investment expertise gained through years of experience as an executive in the telecommunications, communications and media industries. As a result of his extensive management experience, Mr. Natale has a deep understanding of corporate planning, risk management, executive compensation and capital markets, which is an invaluable asset to our Board. Carmen Perez-Carlton, age 65, was appointed to the Board of Directors on August 1, 2025, and previously served on the board of directors of Old Uniti since October 1, 2019. In 2023, Ms. Perez-Carlton was appointed to the Board of Directors of Summit Utilities, Inc., a company that owns natural gas distribution and transmission subsidiaries that operate in Arkansas, Colorado, Maine, Missouri, Oklahoma and Texas. From January 2017 to July 2019, Ms. Perez-Carlton served as an independent advisor for Crown Castle International Corp. (NYSE: CCI), a publicly-traded fiber infrastructure REIT, providing input and strategic guidance on matters related to mergers and acquisitions, strategy and business development opportunities. Previously, she served as President of FPL FiberNet, LLC from 2007 until it was acquired by Crown Castle in January 2017. As President, Ms. Perez-Carlton grew FPL FiberNet through acquisition and network expansion while leading the company through a debt refinancing and ultimately to its eventual sale. Prior to FPL FiberNet, LLC, Ms. Perez-Carlton served as Assistant Controller and Director, Revenue and Recovery for Florida Power & Light, Co.. Ms. Perez-Carlton began her career as an Audit Manager with Deloitte and holds a Bachelor of Arts in Accounting from Florida International University and is a Certified Public Accountant (inactive status). Ms. Perez-Carlton has served on multiple non-profit organization’s boards and was recognized in 2013 by Capacity Media as one of the top ten women in the telecommunications industry.

  8. Election of Directors

    Ms. Perez-Carlton’s qualifications for election to the Board include her operational, management, financial and accounting expertise gained through her long tenure as a senior executive in the telecommunications industry. As a result of this expertise and experience, especially as president of FPL FiberNet, LLC until its sale in January 2017, Ms. Perez-Carlton is uniquely qualified to advise on Uniti’s growth strategies and M&A activities, and the Board believes that Ms. Perez-Carlton has a valuable understanding of, and is equipped to assist the Board in navigating, the challenges of the segment of the communications industry in which Uniti competes. Johannes Weber, age 47, has been nominated to stand for election to the Board of Directors as of the date of this Annual Meeting. Mr. Weber is a consultant for Elliott Investment Management L.P. Prior to becoming a consultant, from 2009 until January 2026, Mr. Weber was portfolio manager at Elliott Investment Management L.P. with responsibility for certain public and private equity and credit investments across multiple industries for fifteen years. In addition, Mr. Weber served on the Board of Directors of Windstream from 2020 to 2025. Mr. Weber holds a Bachelor of Arts from Yale University and an MBA from the Wharton School at the University of Pennsylvania. Mr. Weber’s qualifications for election to the Board include his extensive financial and investment experience, particularly his experience in telecommunications. Through this experience, Mr. Weber brings to the Board a significant amount of experience in making and managing investments in the telecommunications industry. Harold Zeitz, age 62, was appointed to the Board of Directors on August 1, 2025 and previously served on the board of directors of Old Uniti since May 29, 2025. Mr. Zeitz has served as Chief Executive Officer of Ziply Fiber since May of 2020. Prior to joining Ziply Fiber, Mr. Zeitz served as President and Chief Operating Officer of Wave Broadband, a leading broadband data company in Washington, Oregon and California. Mr. Zeitz has also served in executive leadership roles at Classmates, IGT, RealNetworks, Sharebuilder, AT&T Wireless and McCaw Cellular. Mr. Zeitz holds a Bachelor of Arts in Economics from Northwestern University and an MBA from the Stanford Graduate School of Business. Mr. Zeitz is a Board Trustee at Horizon House and a Board Member of Race Communications and Fidium Fiber. Mr. Zeitz’s qualifications for election to the Board include his operational and management expertise gained through his long tenure as an executive in the telecommunications industry. As a result of this expertise and experience, Mr. Zeitz is uniquely qualified to assist the Board in navigating the challenges of the segment of the communications industry in which Uniti competes.

  9. Election of Directors

    | BOARD RECOMMENDATION | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE FOREGOING NOMINEES. | | PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” EACH OF THE FOREGOING NOMINEES UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. |

  10. Compensation Discussion & Analysis

    Compensation Discussion & Analysis This Compensation Discussion & Analysis (CD&A) describes our executive compensation program and provides information regarding the compensation paid to our named executive officers (NEOs) in 2025.1 2025 was a pivotal year for Uniti, marked by the successful closing of our transformational merger with Windstream on August 1, 2025, and the establishment of our post-transaction operating and leadership structure. Following the Merger, the Company is organized across its Kinetic, Fiber Infrastructure and Uniti Solutions segments, with a strategic focus on expanding fiber-to-the-home infrastructure, integrating operations, and positioning Uniti as a leading fiber provider in the U.S. In connection with the Merger, we established a refreshed leadership team to execute on these priorities, including both legacy executives and key new hires with significant fiber and operational experience. Our NEOs for 2025 were: • Kenneth A. Gunderman, President and Chief Executive Officer • Paul Bullington, Senior Executive Vice President, Chief Financial Officer & Treasurer • John Harrobin, Senior Executive Vice President & President of Kinetic • Daniel L. Heard, Senior Executive Vice President, General Counsel & Secretary • Michael Friloux, Senior Executive Vice President & Chief Technology Officer Each of the individuals named above was appointed as an executive officer of the Company in connection with closing of the Merger. Messrs. Gunderman, Bullington, Heard and Friloux previously served as executive officers of Old Uniti and were NEOs in Old Uniti’s proxy statement for its 2025 annual meeting of stockholders. Mr. Harrobin joined Old Uniti on April 28, 2025, in anticipation of the closing of the Merger, and as part of the Company’s effort to strengthen leadership within its Kinetic segment. Unlike the other NEOs, he was not previously designated as an executive officer of Old Uniti. His hiring arrangements, including compensation awarded prior to the Merger and assumed by the Company, are described below under “New Hire Compensation Arrangements for Mr. Harrobin.” Prior to the Merger, each of the NEOs participated in Old Uniti’s Annual Short-Term Incentive Plan (the “Prior STIP”) and held outstanding equity awards under Old Uniti’s 2015 Equity Incentive Plan (the “2015 Plan”). In connection with the Merger, the Company assumed these award opportunities and equity awards (as adjusted in accordance with the Merger Agreement) as discussed in greater detail below. The disclosure below describes the 2025 compensation program adopted by the compensation committee of the board of directors of Old Uniti prior to the closing of the Merger. Because the Merger closed on August 1, 2025, the amounts reported in the Summary Compensation Table reflect compensation received by the NEOs from Old Uniti for the period from January 1, 2025 to July 31, 2025, and from the Company from August 1, 2025 to December 31, 2025. The Summary Compensation Table also includes compensation for individuals who were NEOs of Old Uniti in 2024 and 2023. Prior to the closing of the Merger on August 1, 2025, Paul Sunu and Drew Smith served as principal executive officer and principal financial officer, respectively, of the Company. However, prior to the closing of the Merger, the Company did not pay any compensation to its directors or executive officers. Accordingly, because Mr. Sunu and Mr. Smith did not receive any compensation in connection with their service, they are not included in any of the narrative or tabular disclosure below. What Guides Our Program Compensation Philosophy and Objectives. Our executive compensation program includes annual base salaries, annual short-term cash incentive opportunities, and long-term equity awards, and is intended to support the following objectives: • align pay with performance through the use of variable incentives; • reinforce key business objectives in support of long-term value creation; • align management’s interests with the long-term interests of our stockholders; • provide compensation and incentives that are generally positioned within a competitive range of market data provided by our compensation consultant; and • discourage excessive risk taking. Best Compensation and Corporate Governance Practices. To further these objectives, we adhere to the following compensation and corporate governance practices:

  11. Compensation Discussion & Analysis

    | What We Do: | | What We Don’t Do: | | | | Align pay with performance by linking a substantial portion of compensation to the achievement of predefined performance metrics | | Do NOT provide tax gross-ups in any circumstance | | | Retain an independent compensation consultant | | Do NOT provide excessive perquisites for executives | | | Require compliance with stock ownership guidelines for executives and non-employee directors | | Do NOT provide guaranteed bonuses under our annual short-term incentive program | | | Include double-trigger change-in-control provisions in equity awards | | Do NOT provide discount stock options or stock appreciation rights | | | Place caps on incentive award opportunities and conduct an annual risk assessment | | Do NOT pay dividends on performance-based restricted stock units prior to vesting | | | Maintain a Nasdaq rule compliant clawback policy | | Do NOT add back to our equity compensation plan reserves any shares tendered as payment for shares withheld for taxes |

  12. Compensation Discussion & Analysis

    Results of Stockholder Advisory Vote on Executive Compensation. At its 2025 annual meeting of stockholders, Old Uniti held an annual “say-on-pay” vote pursuant to which stockholders were given the opportunity to approve the compensation of Old Uniti’s NEOs. Approximately 95% of votes cast on the proposal were in favor of Old Uniti’s executive compensation. In light of this strong support, the Compensation Committee decided to maintain the core design of the compensation program for 2026 consistent with Old Uniti’s compensation program, with certain modifications and refinements to support the strategic objectives of the Company following the Merger. The Compensation Committee plans to evaluate and consider the outcome of each annual advisory vote on the Company’s executive compensation, in addition to various other factors, when making future compensation decisions. The Decision-Making Process Compensation Committee. Our Compensation Committee is currently comprised of Messrs. Bruce (Chair), Natale and Zeitz and Ms. Perez-Carlton. Our Board of Directors has determined that each member of the Compensation Committee is an independent director under Nasdaq listing standards and a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934. The Compensation Committee oversees and administers our compensation programs, plans and awards for Uniti’s directors and executive officers and is primarily responsible for reviewing and approving (or recommending to the Board of Directors for approval) our compensation policies and the compensation paid to our executive officers. The Compensation Committee’s responsibilities are set forth in its written charter that is available on our website at www.uniti.com under the “About Us — Corporate Governance” tab. With respect to the 2025 compensation program at Old Uniti, Old Uniti’s compensation committee (which was comprised of Mr. Bruce, Mr. Frantz and Ms. Perez-Carlton — current directors of the Company — as well as Jennifer Banner, who served on Old Uniti’s board until Old Uniti’s 2025 annual meeting of stockholders) reviewed and approved the compensation opportunities for Messrs. Gunderman, Bullington, Heard and Friloux with input from its independent compensation consultant, Pearl Meyer, in February 2025. In approving such compensation, Old Uniti’s compensation committee focused on various metrics to evaluate performance, in addition to strategic priorities, as discussed below. Old Uniti’s compensation committee also consulted with Pearl Meyer in connection with Mr. Harrobin’s compensation when he joined Old Uniti in anticipation of the Merger closing. Management. Our CEO provides performance context and recommendations based on the analysis supplied by Pearl Meyer regarding the compensation arrangements for the NEOs, other than himself. While the Compensation Committee values the judgment and input from the CEO, and considers his recommendations, the Compensation Committee ultimately retains sole discretion to approve the compensation packages for each executive officer. Independent Consultant. The Compensation Committee has the authority to retain and terminate any compensation consultant, legal counsel or other adviser as it determines appropriate to assist it in the performance of its responsibilities and to approve such consultant’s fees and other retention terms. It is the policy of the Compensation Committee that the compensation consultant should not perform any services for us other than services as a consultant to the Compensation Committee. Old Uniti’s compensation committee engaged Pearl Meyer to assist in the review and design of its 2025 executive compensation program after considering its experience in assisting both telecommunications companies and other REITs in designing competitive, well-balanced compensation programs that align the interests of management and stockholders. Pearl Meyer assisted Old Uniti’s compensation committee in reviewing Old Uniti’s existing short- and long-term compensation programs and structuring awards under such programs, provided data on current compensation “best practices” and trends in the REIT industry, and assisted with a review of Old Uniti’s peer group for use in structuring Old Uniti’s 2025 executive compensation program. A description of the process and rationale utilized for selecting Old Uniti’s 2025 peer group is described below. In connection with the Merger, the Compensation Committee determined to retain Pearl Meyer to assist in the review and design of the Company’s compensation following the Merger. Pearl Meyer reports directly to the Compensation Committee and regularly participates in committee meetings. Prior to engagement, both Old Uniti’s compensation committee and the Compensation Committee reviewed the independence of Pearl Meyer pursuant to the applicable SEC rules and concluded no conflict of interest exists that would preclude Pearl Meyer from serving as an independent advisor to the Compensation Committee. Competitive Market Analysis; Formulation of Peer Group. In designing Old Uniti’s 2025 executive compensation program, Old Uniti’s compensation committee, with the assistance of Pearl Meyer and senior management of Old Uniti, gathered and reviewed information about the compensation program and processes of other publicly traded REITs and telecommunication companies (the “Peer Group”). In selecting the Peer Group, Old Uniti’s compensation committee and Pearl Meyer considered many factors, focusing particularly on companies with comparable revenues and enterprise values to Old Uniti and net-lease REITs that focus on unique market segments or niches and/or employ a similar business model to Old Uniti. Old Uniti management assisted Pearl Meyer and Old Uniti’s compensation committee in the process by providing additional industry insight. Applying these criteria, Pearl Meyer recommended, and Old Uniti’s compensation committee approved, inclusion of the following companies in the Peer Group:

  13. Compensation Discussion & Analysis

    | Old Uniti’s 2025 Executive Compensation Peer Group | | | Acadia Realty Trust (AKR) | Hudson Pacific Properties, Inc. (HPP) | | American Tower Corporation (AMT) | Lumen Technologies, Inc. (LUMN) | | Consolidated Communications Holdings, Inc. (CNSL) | NNN REIT, Inc.(2) (NNN) | | COPT Defense Properties(1) (CDP) | Omega Healthcare Investors, Inc. (OHI) | | Crown Castle Inc. (CCI) | Piedmont Office Realty Trust, Inc. (PDM) | | Digital Realty Trust, Inc. (DLR) | SBA Communications Corporation (SBAC) | | EPR Properties (EPR) | Spirit Realty Capital, Inc. (SRC) | | Healthcare Realty Trust Incorporated (HR) | UMH Properties, Inc. (UMH) |

  14. Compensation Discussion & Analysis

    Variable pay represents 86.67% of Target Total Direct Compensation for Mr. Gunderman and an average of 76.78% for Messrs. Bullington, Heard and Friloux. New Hire Compensation Arrangements for Mr. Harrobin. On April 28, 2025, Mr. Harrobin was hired by Old Uniti to serve as President of Kinetic following closing of the Merger. In connection with his appointment, Mr. Harrobin’s base salary was set at $750,000 and he received (i) a one-time, sign-on cash bonus of $5,600,000, of which one-half was paid at the time of his appointment and the remainder was paid following the completion of fiscal 2025 and (ii) a one-time equity award in the form of time-based restricted stock in an amount equal to $2,000,000 with such restricted stock vesting in equal installments on each of the first three anniversaries of Mr. Harrobin’s start date. In addition, as discussed below, Mr. Harrobin became eligible to receive additional compensation in the form of (i) a cash bonus under the Prior STIP in an amount equal to not less than 200% of Mr. Harrobin’s base salary; and (ii) an equity award under the 2015 Plan with a target amount equal to not less than 365% of Mr. Harrobin’s base salary. The Company also agreed to provide Mr. Harrobin with a housing allowance during his first year of employment. To induce Mr. Harrobin to join Old Uniti, Old Uniti’s compensation committee, in consultation with its independent compensation consultant, approved the new-hire compensation package outlined above, which included certain one-time opportunities for Mr. Harrobin. The inducement awards and award opportunities, which were higher than Old Uniti’s typical annual award opportunities, were designed to make Mr. Harrobin whole for significant equity and compensation forfeited upon leaving his former employer. His compensation opportunities were heavily negotiated as a critical inducement for him to join Old Uniti and to lead Kinetic following the closing of the Merger, reflecting the unique, highly sought-after experience he brings to our leadership team. His compensation in 2025 is not indicative of future annual opportunities, which will align with the Company’s standard compensation practices and philosophy. Old Uniti deemed this necessary to align the executive’s interests with Old Uniti’s stockholders, as well as the Company’s stockholders following the Merger, immediately upon hiring. Annual Base Salaries. Base salaries for the NEOs were initially established in connection with their hiring by Old Uniti, taking into account each executive’s position, responsibilities, expertise and experience, as well as internal pay equity and the Market Data. The Compensation Committee views base salary as a fixed component of compensation that provides a stable level of income and supports the attraction and retention of qualified executives. Base salary also serves as the foundation for determining incentive compensation opportunities, as both annual and long-term incentive awards are generally expressed as a multiple of base salary. Base salaries are reviewed annually and may be adjusted based on changes in an executive’s responsibilities, individual performance and market considerations. As an executive’s scope of responsibility and ability to influence financial results increase, a greater proportion of total compensation is delivered through variable, performance-based incentives (particularly long-term, equity-based awards), further aligning the executive’s interests with those of our stockholders. The following table sets forth the base salaries for the NEOs for 2024 and 2025. The 2025 base salaries were established prior to the Merger, and no adjustments were made in connection with the Merger.

  15. Compensation Discussion & Analysis

    As noted above, there were no increases for the NEOs who served during 2024 except for Messrs. Heard and Friloux. After a review of the base salary and target annual cash incentive award levels for the NEOs, Old Uniti’s compensation committee determined that base salary adjustments for Messrs. Heard and Friloux were consistent with our annual merit cycle and better align their Target Total Direct Compensation within a competitive range of the Market Data. Short-Term Incentives. Old Uniti maintained the Prior STIP which permitted its compensation committee to award and pay cash bonuses to officers, employees and consultants of Old Uniti or any of its subsidiaries or affiliates. The Prior STIP was designed to motivate, attract and retain qualified officers, consultants and other key employees and to promote the alignment of such persons’ interests with those of Old Uniti’s stockholders. The Prior STIP provided Old Uniti’s compensation committee authority to construe and interpret the Prior STIP, make rules and regulations relating to its administration, designate eligible persons to receive awards, establish the terms and conditions of the awards, select performance criteria and goals for awards and determine if and to what extent such goals have been satisfied and make all other determinations necessary or advisable for the administration of the Prior STIP. Following the Merger, the Company adopted and maintains the Uniti Group Inc. Annual Short-Term Incentive Plan, which is substantially similar to the Prior STIP and will be utilized to award and pay cash awards to officers, employees and consultants of the Company or any of its subsidiaries or affiliates, starting in 2026. 2025 Cash Incentive Opportunities. In February 2025, Old Uniti’s compensation committee approved award opportunities under the Prior STIP for its then executive officers, payable upon the attainment of certain company-wide performance goals during 2025 (the “2025 STIP”) based on each NEO’s base salary at the time of payout. In connection with the Merger, the Company assumed these awards for our executive officers. The following table sets forth the target cash incentive opportunities for the NEOs under the 2025 STIP:

  16. Compensation Discussion & Analysis

    | Name | Target Cash Incentive as % of Base Salary(3) | | Kenneth A. Gunderman(1) | 225% | | Paul Bullington | 100% | | John Harrobin(2) | 200% | | Daniel L. Heard | 100% | | Michael Friloux | 100% |

  17. Compensation Discussion & Analysis

    Mr. Gunderman’s award opportunities are greater than the other NEOs considering his role and responsibility as CEO and his greater ability to affect financial results of the Company relative to the other NEOs. Mr. Harrobin’s award opportunities for 2025 are greater than the other NEOs because of his negotiated new-hire compensation package, as more fully disclosed above under “New Hire Compensation Arrangements for Mr. Harrobin.” (3) Other than for Mr. Harrobin (who could earn more, but not less than his target cash incentive amount for 2025), no payout is earned under the 2025 STIP for below-threshold performance. The threshold and maximum incentive opportunities for each NEO (other than Mr. Harrobin, whose maximum opportunity was 150% of his target cash incentive) under the 2025 STIP (expressed as a percentage of base salary) are as follows:

  18. Compensation Discussion & Analysis

    Awards under the 2025 STIP were based on company-wide financial performance measures as discussed in greater detail below. Old Uniti’s compensation committee initially selected the specific financial measures because they were consistent with Old Uniti’s overall strategy and/or were among the most important and closely followed measures of Old Uniti’s performance by the investing community and Old Uniti’s stockholders. In connection with the Merger, the Company assumed the performance measures for the awards under the 2025 STIP. Each NEO (other than Mr. Harrobin) had threshold, target and maximum cash incentive opportunities that are aligned with threshold, target and maximum performance outcomes, with linear interpolation between the specified levels. Old Uniti utilized the following quantitative measures of financial performance in the 2025 STIP:

  19. Compensation Discussion & Analysis

    | Performance Measures | Threshold | Target | Maximum | Actual Results | | Consolidated AFFO | $368.0M | $373.0M | $378.0M | $379.4M | | Consolidated Bookings | $3.1M | $3.6M | $3.9M | $3.2M | | On-Time Delivery | 85.0% | 90.0% | 95.0% | 96% |

  20. Compensation Discussion & Analysis

    | Name | Payout | % of Target Cash Incentive Opportunity Amount | | Kenneth A. Gunderman | $2,158,514 | 132% | | Paul Bullington | $599,687 | 132% | | John Harrobin | $1,984,841 | 132% | | Daniel L. Heard | $575,604 | 132% | | Michael Friloux | $456,239 | 132% |

  21. Compensation Discussion & Analysis

    Equity-Based Compensation. Prior to the Merger, Old Uniti maintained the 2015 Plan, which allowed it to make equity grants to its employees, including its executive officers. In connection with the Merger, all equity awards outstanding under the 2015 Plan were assumed by the Company and remain subject to the same terms and conditions (including any vesting, forfeiture and dividend equivalent terms) as were applicable to such award prior to closing of the Merger, but were converted into an award with respect to 0.6029 shares of the Company’s common stock (rounded up or down to the nearest whole share) for each share of Old Uniti common stock subject to the assumed award pursuant to the Exchange Ratio. All assumed awards reported in this Proxy Statement have been retrospectively adjusted to reflect the Exchange Ratio and are reported on an as-converted basis. In connection with the Merger, the Company adopted the Uniti Group Inc. 2025 Equity Incentive Plan (“2025 Plan”), which permits us to make grants of equity awards to our employees, including our executive officers. We intend to make equity grants to our executive officers as part of our annual compensation program to align their long-term interests with that of our stockholders and to maintain the competitiveness of our total compensation package. As noted later in this CD&A, our NEOs are subject to robust stock ownership guidelines to reinforce a focus on long-term shareholder value creation. It is the Compensation Committee’s policy to review and grant all annual equity compensation awards to directors, executive officers, and all other eligible employees at its first regularly scheduled meeting of each year, which it expects to occur in February of each year, with each such grant based on the average closing price of our common stock as reported on Nasdaq for the 20 trading days prior to the grant date. During 2025, Old Uniti granted time-based restricted stock and performance-based restricted stock units (“PBRSUs”) to its executive officers as part of its annual compensation program pursuant to the 2015 Plan. Holders of time-based restricted stock are entitled to dividends when paid by the Company and PBRSUs accrue a dividend equivalent that is paid in cash when and solely to the extent that the underlying PBRSUs vest. Like Old Uniti’s compensation committee, the Compensation Committee views restricted stock and PBRSUs as being more effective in managing equity plan dilution than stock options. During 2025, Old Uniti made, and the Company assumed, equity grants to each NEO, of which (i) 50% was in the form of PBRSUs that are eligible for vesting in February 2028 if we meet specified relative total shareholder return (“TSR”) performance goals, as further described below, and (ii) 50% was in the form of time-based restricted stock that vests in three equal installments on the anniversary of the grant date. The target value of the equity awards granted to our NEOs in 2025 was as follows:

  22. Compensation Discussion & Analysis

    (1) Mr. Harrobin also received a $2,000,000 one-time, sign-on time-based restricted stock grant that vests in three equal installments on the anniversary of the grant date. See “New Hire Compensation Arrangements for Mr. Harrobin” above. The actual amount of the PBRSUs granted in 2025 that may be earned and become vested will be between 0% and 200% of the target amount, depending on our achievement of relative TSR over a three-year period from February 20, 2025 to February 20, 2028 as compared to the TSR of the Peer Group (as defined above) for the same period. Specifically, the metrics for the three-year performance cycle ending February 20, 2028 are:

  23. Compensation Discussion & Analysis

    | Performance Criteria | Below Threshold | Threshold | Target | Maximum | | TSR position within the Peer Group | <33rd percentile | 33rd percentile | 50th percentile | >75th percentile | | Payout Opportunity | 0% of Target | 50% of Target | 100% of Target | 200% of Target |

  24. Compensation Discussion & Analysis

    Threshold, target and maximum performance result in the executive officers earning 50%, 100% or 200% of the target number of PBRSUs, with linear interpolation between specified levels. No performance shares are earned for below-threshold performance, and payout is capped at 200% of target even if performance exceeds the maximum goal. The number of time-based restricted shares and PBRSUs granted during 2025 were both based on the average closing price of our common stock as reported on Nasdaq for the 20 trading days prior to the grant date. Under SEC rules, for purposes of this Proxy Statement we are required to value these awards using different calculations in the compensation tables following this CD&A. For ease of reference, the table below reconciles the values of these awards from the amount reported in this CD&A to the amounts reported in the compensation tables.

  25. Compensation Discussion & Analysis

    While our short-term cash incentive plans are designed to incentivize achievement of specific near-term financial and operational performance goals, equity incentive opportunities are designed to focus on long-term performance by linking a substantial portion of compensation to the long-term stability and success of our Company. The equity awards granted by Old Uniti in 2025 were designed to appropriately align the long-term interests of the executive officers with that of the stockholders and serve as a critical tool in attracting and retaining qualified executives. Special Merger Grants. In connection with the Merger, previously disclosed one-time equity awards granted in 2024 (the “Special Merger Grants”), consisting of PBRSUs (the “Merger PBRSUs”) and time-based restricted stock (the “Merger RSAs”) were assumed by the Company and converted into awards denominated in shares of Company common stock in accordance with the Merger Agreement. These awards were designed to create additional incentives that extend beyond the stockholder return objectives and time frame of previously granted equity awards, with the goal of driving outstanding levels of performance and value creation during the three-year period after closing of the Merger. The Special Merger Grants were also intended to provide additional incentives for Old Uniti’s executive officers to consider further value-creating transactions following the closing of the Merger. The Merger RSAs vest in installments of 20%, 30% and 50% on the first, second and third anniversaries of the closing of the Merger. The Merger PBRSUs vest based on the Company’s relative TSR metric over a three-year period beginning on August 1, 2025, measured against the peer group (the “Merger PBRSU Peer Group”) set forth below that was established by the Compensation Committee following the closing of the Merger:

  26. Compensation Discussion & Analysis

    | Peer Group for Evaluating the Merger PBRSUs | | | American Tower Corporation (AMT) | Qorvo, Inc. (QRVO) | | Crown Castle Inc. (CCI) | Viasat, Inc. (VSAT) | | Sirius XM Holdings Inc. (SIRI) | Iridium Communications Inc. (IRDM) | | Lumen Technologies, Inc. (LUMN) | Cogent Communications Holdings, Inc. (CCOI) | | Frontier Communications Parent, Inc. (FYBR) | EchoStar Corporation (SATS) |

  27. Compensation Discussion & Analysis

    The minimum share requirement for each director or officer is calculated based on the 20-day trailing average of the closing price of a share of Company common stock ending on the day prior to the determination date. The determination date is calculated on the day of their initial appointment or election (or such later date as necessary to allow for a 20-day trailing average price to be calculated) and is recalculated annually at each annual meeting of stockholders. Until the director or officer satisfies the specified ownership levels, the guidelines require that each officer and director retain 100% of the shares received, net of tax payment obligations, upon the vesting of any stock or equity awards granted to such director or officer. For the purposes of the guidelines, stock options and unvested shares or units of restricted stock are not considered to be owned. The table below sets forth the applicable ownership guideline amount for each of our current directors and executive officers and the number of shares of common stock that each such officer or director is deemed to own under the guidelines as of March 23, 2026.

  28. Summary Compensation Table

    Summary Compensation Table The following table shows the combined total compensation awarded to, earned by or paid to the NEOs by Old Uniti and the Company in fiscal year 2025. The table also summarizes, for each of our NEOs who was also an NEO of Old Uniti for 2024 and 2023, the total compensation paid to or earned by the officer for such years.

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Kenneth A. Gunderman President & CEO | 2025 | 725,000 | — | 6,294,837 | — | 2,158,514 | — | 16,322 | 9,194,673 | | | 2024 | 725,000 | — | 8,424,848 | — | 2,109,750 | — | 15,042 | 11,274,640 | | | 2023 | 725,000 | — | 3,110,628 | — | 1,007,750 | — | 14,442 | 4,857,820 | | Paul Bullington Sr. EVP, CFO & Treasurer | 2025 | 453,200 | — | 2,523,299 | — | 599,687 | — | 15,113 | 3,591,299 | | | 2024 | 453,200 | — | 2,496,088 | — | 584,628 | — | 14,913 | 3,521,829 | | | 2023 | 453,200 | — | 880,991 | — | 421,476 | — | 13,848 | 1,769,515 | | John Harrobin Sr. EVP & President of Kinetic | 2025 | 475,962 | 5,600,000(4) | 4,908,833 | — | 1,984,841 | — | 45,185 | 13,014,821 | | Daniel L. Heard Sr. EVP, General Counsel & Secretary | 2025 | 424,360 | — | 1,548,650 | — | 575,604 | — | 15,029 | 2,563,643 | | | 2024 | 412,000 | — | 2,037,096 | — | 531,480 | — | 14,799 | 2,995,375 | | | 2023 | 412,000 | — | 686,483 | — | 383,160 | — | 14,307 | 1,495,950 | | Michael Friloux Sr. EVP & Chief Technology Officer | 2025 | 344,793 | — | 1,492,319 | — | 456,239 | — | 16,323 | 2,309,674 | | | 2024 | 334,750 | — | 2,077,035 | — | 421,828 | — | 16,056 | 2,849,669 | | | 2023 | 334,750 | — | 557,771 | — | 311,317 | — | 14,662 | 1,218,500 |

  30. Summary Compensation Table

    The amounts included in this column reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 for restricted stock and performance-based restricted stock unit (PBRSU) awards granted during 2025, as well as the Merger PBRSUs, all of which were granted under the 2015 Plan and assumed by the Company on August 1, 2025. The aggregate grant date fair values of the Merger PBRSUs were calculated following the closing of the Merger and, accordingly, are reported as compensation in 2025. Because the grant date fair values of the Merger RSAs were calculated in accordance with FASB ASC Topic 718 as of the approval date of such awards they were previously reported as compensation in 2024. The fair values in this column reflect the expected future cash flows of dividends and therefore dividends on unvested shares are not separately disclosed. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Additional information regarding the 2015 Plan is discussed in further detail in the Compensation Discussion & Analysis under the heading “Elements of 2025 Compensation — Equity-Based Compensation.” The grant date fair values of the PBRSUs are based upon the probable levels of achievement of the performance goals related to those awards. The resulting number of PBRSUs that vest, if any, depends on whether we achieve the specified level of performance with respect to the performance measures tied to these awards. The grant date fair values of the PBRSUs are reported in the table above at target payout, representing the probable outcome of performance conditions as calculated at the time of grant, which is less than the maximum possible payout. The table below shows the grant date fair values of the annual PBRSUs granted to each NEO during fiscal year 2025 and the Merger PBRSUs at the probable payout and the maximum payout that would result if the highest levels of performance goals are achieved.

  31. Summary Compensation Table

    | Name | Grant Date Fair Value of Annual PBRSUs (Probable Payout) ($) | Grant Date Value of Annual PBRSUs (Maximum Payout) ($) | Grant Date Fair Value of Harrobin PBRSUs (Probable Payout) ($) | Grant Date Value of Harrobin PBRSUs (Maximum Payout) ($) | Grant Date Fair Value of Merger PBRSUs (Probable Payout) ($) | Grant Date Value of Merger PBRSUs (Maximum Payout) ($) | | Kenneth A. Gunderman | 2,140,689 | 3,025,433 | — | — | 2,641,410 | 4,265,275 | | Paul Bullington | 1,023,293 | 1,446,219 | — | — | 776,886 | 1,254,500 | | John Harrobin | — | — | 1,912,254 | 2,433,324 | — | — | | Daniel L. Heard | 515,938 | 729,174 | — | — | 668,123 | 1,078,866 | | Michael Friloux | 419,204 | 592,460 | — | — | 776,886 | 1,254,500 |

  32. Summary Compensation Table

    The amounts in this column reflect the cash incentive awards earned for 2025 pursuant to the 2025 STIP. The 2025 STIP payouts are discussed in further detail in the Compensation Discussion & Analysis under the heading “Elements of 2025 Compensation — Short-Term Incentives.” (3) The amounts reflected in this column represent the sum of all other compensation received by the NEOs and are comprised of (i) company matching contributions under Uniti’s 401(k) plan of $14,000 each (except for Mr. Harrobin), (ii) imputed income for value over $50,000 of life insurance coverage provided by Uniti and (iii) $36,744 in housing allowance for Mr. Harrobin. (4) This amount reflects Mr. Harrobin’s one-time, sign-on bonus. Pay Ratio Disclosure. In 2025, the total compensation of our CEO was $9,210,149, and the total compensation of our median employee was $93,719. The total compensation of our CEO was approximately 98.27 times that of the median employee. For purposes of calculating the pay ratio disclosure, our CEO’s annual total compensation was determined to be $9,210,149, which represents the sum of Mr. Gunderman’s annual total compensation as reflected in the Summary Compensation Table plus the employer portion of his health insurance premiums of $15,476. We have chosen to identify a new median employee for purposes of calculating and disclosing our 2025 pay ratio. We identified the new median employee using actual W-2 compensation of all employees who were employed as of December 31, 2025, including full-time, part-time, seasonal and temporary employees (other than our CEO). Our total number of employees as of December 31, 2025 was 8,632. After identifying the median employee, we calculated the annual total compensation for the median employee using the same methodology we used for calculating our CEO’s annual total compensation for purposes of calculating the pay ratio disclosure as discussed above.

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information regarding grants of plan-based awards, including equity and non-equity incentive plans, made by Old Uniti during 2025 and assumed by the Company at the closing of the Merger to the individuals named below. As previously discussed, in connection with the Merger, all equity awards outstanding under the 2015 Plan were assumed by the Company and remain subject to the same terms and conditions (including any vesting, forfeiture and dividend equivalent terms) as were applicable to such award prior to closing of the Merger. The shares reported in the table below have been retrospectively adjusted to reflect the Exchange Ratio and are reported on an as-converted basis.

  34. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | Kenneth A. Gunderman | 2/20/25 | 2/20/25 | 815,625 | 1,631,250 | 2,446,875 | | | | | | | | 2/20/25 | 2/20/25 | | | | | | | 168,269 | $1,512,738 | | | 2/20/25 | 2/20/25 | | | | 84,135 | 168,269 | 336,538 | | $2,140,689 | | | 5/16/24(5) | 8/01/25 | | | | 131,807 | 263,614 | 527,228 | | $2,641,410 | | Paul Bullington | 2/20/25 | 2/20/25 | 226,600 | 453,200 | 679,800 | | | | | | | | 2/20/25 | 2/20/25 | | | | | | | 80,436 | $723,120 | | | 2/20/25 | 2/20/25 | | | | 40,218 | 80,436 | 160,872 | | $1,023,293 | | | 5/16/24(5) | 8/01/25 | | | | 38,767 | 77,534 | 155,068 | | $779,886 | | John Harrobin | 4/28/25 | 4/28/25 | 1,500,000(6) | 1,500,000 | 2,250,000 | | | | | | | | 4/28/25 | 4/28/25 | | | | | | | 369,948 | $2,996,579 | | | 4/28/25 | 4/28/25 | | | | 75,157 | 150,313 | 300,626 | | $1,912,254 | | Daniel L. Heard | 2/20/25 | 2/20/25 | 217,500 | 435,000 | 652,500 | | | | | | | | 2/20/25 | 2/20/25 | | | | | | | 40,555 | $364,589 | | | 2/20/25 | 2/20/25 | | | | 20,278 | 40,555 | 81,110 | | $515,938 | | | 5/16/24(5) | 8/01/25 | | | | 33,340 | 66,679 | 133,358 | | $668,123 | | Michael Friloux | 2/20/25 | 2/20/25 | 172,397 | 344,793 | 517,190 | | | | | | | | 2/20/25 | 2/20/25 | | | | | | | 32,951 | $296,229 | | | 2/20/25 | 2/20/25 | | | | 16,476 | 32,951 | 65,902 | | $419,204 | | | 5/16/24(5) | 8/01/25 | | | | 38,767 | 77,534 | 155,068 | | $776,886 |

  35. Grants of Plan-Based Awards

    (1) The amounts reported in these columns represent potential performance-based cash bonuses that each NEO could have earned under the Old Uniti short-term incentive plan that were assumed by the Company on August 1, 2025. The awards are based upon the Company’s achievement of certain quantitative performance criteria set forth in the 2025 STIP. For further discussion regarding these quantitative metrics, see the information regarding the 2025 STIP under the headings “Elements of 2025 Compensation — Short-Term Incentives” and “New Hire Compensation Arrangements for Mr. Harrobin.” Based on the Company’s 2025 performance, the Compensation Committee awarded performance-based cash bonus payouts under the 2025 STIP to the NEOs at 132% of their target cash payout levels based on each NEO’s base salary at the time of payout, which amounts are included in the “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table above. The amounts reported in these columns represent potential share payouts with respect to PBRSU awards under the 2015 Plan, assumed by the Company on August 1, 2025. The February 20, 2025 PBRSU awards will vest, if at all, at the end of the three-year performance period based on the Company’s achievement of metrics related to relative TSR over a three-year period ending February 20, 2028 and threshold, target or maximum performance will result in the NEOs earning 50%, 100% or 200% of the target number of the PBRSUs, respectively. The Merger PBRSU awards will vest, if at all, at the end of the three-year performance period based on the achievement of metrics related to relative TSR over a three-year period ending August 1, 2028 and threshold, target or maximum performance will result in the NEOs earning 50%, 100% or 200% of the target number of PBRSUs, respectively. The amounts reported in this column represent time-based restricted stock awards under the 2015 Plan, assumed by the Company on August 1, 2025. The February 20, 2025 restricted stock grants will vest in three equal installments on February 20 of each year, beginning on February 20, 2026, subject to continued employment at each vesting date. The April 28, 2025 restricted stock grants will vest in three equal installments on April 28 of each year, beginning on April 28, 2026, subject to continued employment at each vesting date. Mr. Harrobin’s April 28, 2025 restricted stock grants include both his annual time-based restricted stock award and his one-time equity grant made in connection with his appointment. (4) The amounts reported in this column reflect the aggregate grant date fair values calculated in accordance with FASB ASC Topic 718 for restricted stock and PBRSU awards, assumed by the Company on August 1, 2025, that were granted during 2025 pursuant to the 2015 Plan. The fair values in this column reflect the expected future cash flows of dividends and therefore dividends on unvested shares are not separately disclosed. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Additional information regarding the 2015 Plan is discussed in further detail in the Compensation Discussion & Analysis under the heading “Elements of 2025 Compensation — Equity-Based Compensation.” (5) As noted above in the Compensation Discussion & Analysis under the heading “Elements of 2025 Compensation — Equity-Based Compensation — Special Merger Grants,” because the Merger PBRSUs were dependent upon the successful closing of the Merger and the establishment of the applicable peer group, after which the applicable performance period would commence, the grant date and the aggregate grant date fair value of the Merger PBRSUs was calculated following the closing of the Merger and establishment of the applicable peer group. As discussed under the heading “New Hire Compensation Arrangements for Mr. Harrobin,” Mr. Harrobin was entitled to a cash bonus under the Prior STIP in an amount equal to not less than 200% of his base salary.

  36. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows information regarding outstanding awards held by the individuals named below as of December 31, 2025. All awards represent grants of restricted stock or PBRSUs pursuant to the 2015 Plan that were assumed by the Company at the closing of the Merger. The shares reported in the tables below have been retrospectively adjusted to reflect the Exchange Ratio and are reported on an as-converted basis.

  37. Outstanding Equity Awards at Fiscal Year-End

    | Name | Stock Awards(1) | | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Kenneth A. Gunderman | 1,108,474 | $7,770,403 | 66,740(4) | $467,847 | | | | | 157,307(5) | $1,102,722 | | | | | 168,269(6) | $1,179,566 | | | | | 263,614(7) | $1,847,934 | | Paul Bullington | 356,229 | $2,497,165 | 18,902(4) | $132,503 | | | | | 45,889(5) | $321,682 | | | | | 80,436(6) | $563,856 | | | | | 77,534(7) | $543,513 | | John Harrobin | 369,948 | $2,593,335 | 150,313(6) | $1,053,694 | | Daniel L. Heard | 274,248 | $1,922,478 | 14,729(4) | $103,250 | | | | | 35,757(5) | $250,657 | | | | | 40,555(6) | $284,291 | | | | | 66,679(7) | $467,420 | | Michael Friloux | 292,898 | $2,053,215 | 11,968(4) | $83,896 | | | | | 29,053(5) | $203,662 | | | | | 32,951(6) | $230,987 | | | | | 77,534(7) | $543,513 |

  38. Outstanding Equity Awards at Fiscal Year-End

    Uniti has not granted stock options and therefore no options were outstanding as of December 31, 2025. The following table sets forth the vesting schedule of the shares reported in this column for each NEO (rounded to the nearest whole number), which shares are subject to time-based vesting only and do not require the achievement of any corporate or individual performance targets to vest:

  39. Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Named Executive Officer | | | | | | | Kenneth A. Gunderman | Paul Bullington | John Harrobin | Daniel L. Heard | Michael Friloux | | 2/20/2026 | 56,090 | 26,812 | — | 13,519 | 10,984 | | 2/21/2026 | 52,436 | 15,296 | — | 11,919 | 9,685 | | 2/27/2026 | 44,493 | 12,601 | — | 9,819 | 7,978 | | 4/28/2026 | — | — | 123,316 | — | — | | 8/01/2026 | 158,168 | 46,520 | — | 40,007 | 46,520 | | 2/20/2027 | 56,090 | 26,812 | — | 13,518 | 10,984 | | 2/21/2027 | 52,435 | 15,296 | — | 11,919 | 9,684 | | 4/28/2027 | — | — | 123,316 | — | — | | 8/01/2027 | 237,252 | 69,780 | — | 60,011 | 69,780 | | 2/20/2028 | 56,089 | 26,812 | — | 13,518 | 10,983 | | 4/28/2028 | — | — | 123,316 | — | — | | 8/01/2028 | 395,421 | 116,300 | — | 100,018 | 116,300 |

  40. Outstanding Equity Awards at Fiscal Year-End

    (3) This value was determined by multiplying the number of unvested shares or units by the closing price of our common stock as reported on Nasdaq on December 31, 2025, which was $7.01. (4) These amounts represent outstanding and unvested awards of PBRSUs (at threshold) granted in 2023 scheduled to vest, if at all, based on the Company’s achievement of metrics related to relative TSR over a three-year period ending February 27, 2026. In measuring our relative TSR, 100% is weighted to our performance against our 2023 peer group (as previously disclosed), measured by percentile ranking. As a result of actual performance, all of the shares reported vested. (5) These amounts represent outstanding and unvested awards of PBRSUs (at target) granted in 2024 scheduled to vest, if at all, based on the Company’s achievement of metrics related to relative TSR over a three-year period ending February 21, 2027. In measuring our relative TSR, 100% is weighted to our performance against the 2024 peer group (as previously disclosed) measured by percentile ranking. (6) These amounts represent outstanding and unvested awards of PBRSUs (at target) granted in 2025 scheduled to vest, if at all, based on the Company’s achievement of metrics related to relative TSR over a three-year period ending February 20, 2028. In measuring our relative TSR, 100% is weighted to our performance against the Peer Group measured by percentile ranking, as further discussed in the Compensation Discussion & Analysis under the heading “Elements of 2025 Compensation — Equity-Based Compensation.” These amounts represent outstanding and unvested awards of Merger PBRSUs (at target) granted in 2025 scheduled to vest, if at all, based on the Company’s achievement of metrics related to relative TSR over a three-year period ending on the third anniversary of the closing of the Merger. In measuring our relative TSR, 100% is weighted to our performance against the Merger PBRSU Peer Group measured by percentile ranking, as further discussed in the Compensation Discussion & Analysis under the heading “Elements of 2025 Compensation — Equity-Based Compensation — Special Merger Grants.”

  41. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding the vesting of Old Uniti equity awards held by the individuals named below during 2025 prior to the closing of the Merger.

  42. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Kenneth A. Gunderman | 120,359 | $1,127,841 | | Paul Bullington | 33,585 | $314,740 | | John Harrobin | — | — | | Daniel L. Heard | 26,908 | $252,134 | | Michael Friloux | 21,864 | $204,862 |

  43. Option Exercises and Stock Vested

    (1) Old Uniti did not grant stock options and therefore had no option exercises by any NEO in 2025. (2) The number of shares acquired on vesting reported in the table above have been retrospectively adjusted to reflect the Exchange Ratio. (3) All vestings reported in the table above occurred prior to the closing of the Merger. Accordingly, the stock awards values were determined by multiplying the number of shares acquired on vesting (on a pre-conversion basis) by the closing market price of the Old Uniti’s common stock on the vesting date.

  44. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  45. Non-Qualified Deferred Compensation

    | | Executive Contributions in Last Fiscal Year ($)(1) | Uniti Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Kenneth A. Gunderman | $72,500 | — | $34,977 | — | $877,389 | | Paul Bullington | — | — | — | — | — | | John Harrobin | — | — | — | — | — | | Daniel L. Heard | — | — | $2,400 | — | $60,193 | | Michael Friloux | — | — | — | — | — |

  46. Non-Qualified Deferred Compensation

    (1) Amounts included in this column are included in the “Salary” column of the Summary Compensation Table. (2) There were no “above-market earnings” for 2025 and therefore none of these amounts were included in the Summary Compensation Table. The Uniti Group Inc. Deferred Compensation Plan (the “Plan”) permitted eligible employees, including the Company’s NEOs, to defer payment of up to 75% of their base salary and 90% of their annual bonuses and other cash compensation. Each participant’s account was credited annually with interest at a rate equal to the lesser of (i) the Company’s Weighted Average Cost of Debt (as defined in the Plan) or (ii) the then current yield on the United States 10-year Treasury Note. The participants’ interest in Company contributions vested upon the Plan’s termination on February 26, 2026.

  47. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control As discussed in the section above titled “Agreements with Our Named Executive Officers,” we are required to pay or provide certain compensation and benefits to each of the NEOs in the event of certain terminations of employment or a change in control of the Company. In addition to such compensation and benefits, each NEO’s outstanding equity awards are subject to accelerated vesting in the event the NEO is terminated. Treatment of Equity Awards. In the event that an NEO is terminated without “cause” (as defined in the 2025 Plan), terminates his employment for “good reason” (as defined in the 2025 Plan) or dies or becomes permanently disabled (as determined by the Compensation Committee), all unvested restricted stock will vest in full. In the event an NEO experiences a Company-approved retirement (as determined in the sole discretion of the Compensation Committee), a pro-rated portion of unvested restricted stock held by an NEO would vest based on the date of termination, provided however, all unvested restricted stock will vest in full upon a Company-approved retirement if (i) such retirement occurs during the two-year period following a Change in Control or (ii) the Retirement Policy, as discussed below, applies to the applicable NEO. A pro-rated portion of unvested PBRSUs based on an NEO’s date of termination would remain eligible to vest subject to achievement of the relevant performance criteria in the event the NEO is terminated without “cause” (as defined in the 2025 Plan), terminates his employment for “good reason” (as defined in the 2025 Plan), or experiences a Company-approved retirement (as determined in the sole discretion of the Compensation Committee) and such termination does not occur at the same time or within two years following a “change in control” of the Company (as defined in the 2025 Plan). The actual amount of PBRSUs would remain eligible to vest subject to achievement of the relevant performance criteria in the event the NEO dies or becomes permanently disabled (as determined by the Compensation Committee). In the event of a “change in control” of Uniti, the PBRSUs would be deemed earned in an amount equal to 200% of the target number of PBRSUs granted and treated as unvested restricted stock units (“RSUs”), which will vest subject to continuous employment through the vesting date. In the event that an NEO is terminated without cause, terminates his employment for good reason, experiences a Company-approved retirement (as determined in the sole discretion of the Compensation Committee) or dies or becomes permanently disabled (as determined by the Compensation Committee) within two years of a “change in control” of the Company, all unvested RSUs will vest in full. The Compensation Committee has adopted a policy (the “Retirement Policy”) which provides that if at the effective time of a Company-approved retirement, (i) the sum of the NEO’s age and years of service is equal to or greater than 60 (provided the NEO has completed at least 10 years of service to the Company and its subsidiaries, including service at predecessor acquired companies) and (ii) the NEO has given at least 180 days prior written notice of his or her planned retirement from the Company, then the Compensation Committee will accelerate the vesting of all of the NEO’s unvested restricted stock and PBRSUs (in an amount equal to 200% of the target number of PBRSUs granted) upon such Company-approved retirement. The Retirement Policy also imposes a one-year post retirement restriction on employment. The following table describes estimated amounts of compensation and benefits that could be payable to each NEO upon certain terminations or a change in control pursuant to the current arrangements with our NEOs, as discussed in the section above titled “Agreements with Our Named Executive Officers.” All amounts assume the NEOs terminated employment as of December 31, 2025. The actual amounts that would be paid to each NEO upon termination of employment or a change in control can only be determined at the time the actual triggering event occurs. The estimated amounts of compensation and benefits described below are in addition to the benefits the NEOs would be entitled to receive upon termination of employment generally under the retirement plan described in the section above titled “Other Benefit Plans.” This section identifies and quantifies the extent to which those retirement benefits are enhanced or accelerated upon the triggering events described below.

  48. Potential Payments upon Termination or Change in Control

    | Name | Type of Payment | Voluntary Termination Without Good Reason or Termination for Cause ($) | Company Approved Retirement ($) | Death or Disability ($) | Termination without Cause or Resignation for Good Reason other than following a Change in Control ($) | Change in Control with no Termination ($) | Company Approved Retirement following a Change in Control ($) | Death or Disability following a Change in Control ($) | Termination without Cause or Resignation for Good Reason following a Change in Control ($) | | Kenneth A. Gunderman | Severance | — | — | $725,000 | $7,656,431 | — | — | $725,000 | $7,521,875 | | | Restricted Stock (1) | — | $7,770,402 | $7,770,402 | $7,770,402 | — | $7,770,402 | $7,770,402 | $7,770,402 | | | PBRSUs (1)(2) | — | $10,419,286 | $4,681,731 | $1,792,294 | — | $10,419,286 | $10,419,286 | $10,419,286 | | | Outplacement | — | — | — | — | — | — | — | $25,000 | | | Healthcare | — | — | — | $38,982 | — | — | — | $38,982 | | | Total | — | $18,189,687 | $13,177,133 | $17,258,109 | — | $18,189,687 | $18,914,687 | $25,775,545 | | Paul Bullington | Severance | — | — | $453,200 | $2,046,539 | — | — | $453,200 | $2,382,336 | | | Restricted Stock (1) | — | $2,497,167 | $2,497,167 | $2,497,167 | — | $2,497,167 | $2,497,167 | $2,497,167 | | | PBRSUs (1)(2) | — | $3,469,918 | $1,585,443 | $582,223 | — | $3,469,918 | $3,469,918 | $3,469,918 | | | Outplacement | — | — | — | $25,000 | — | — | — | $25,000 | | | Healthcare | — | — | — | $24,114 | — | — | — | $48,228 | | | Total | — | $5,967,086 | $4,535,811 | $5,175,043 | — | $5,967,086 | $6,420,286 | $8,422,649 | | John Harrobin | Severance | — | — | $750,000 | $5,359,841 | — | — | $750,000 | $6,000,000 | | | Restricted Stock (1) | — | $584,447 | $2,593,335 | $2,593,335 | — | $2,593,335 | $2,593,335 | $2,593,335 | | | PBRSUs (1)(2) | — | $237,466 | $1,053,694 | $237,466 | — | $2,107,388 | $2,107,388 | $2,107,388 | | | Outplacement | — | — | — | $25,000 | — | — | — | $25,000 | | | Healthcare | — | — | — | $33,530 | — | — | — | $67,060 | | | Total | — | $821,913 | $4,397,030 | $8,249,172 | — | $4,700,724 | $5,450,724 | $10,792,784 | | Daniel L. Heard | Severance | — | — | $424,360 | $1,909,464 | — | — | $424,360 | $2,202,840 | | | Restricted Stock (1) | — | $1,922,481 | $1,922,481 | $1,922,481 | — | $1,922,481 | $1,922,481 | $1,922,481 | | | PBRSUs (1)(2) | — | $2,481,490 | $1,124,240 | $415,300 | — | $2,481,490 | $2,481,490 | $2,481,490 | | | Outplacement | — | — | — | $25,000 | — | — | — | $25,000 | | | Healthcare | — | — | — | $27,109 | — | — | — | $54,218 | | | Total | — | $4,403,971 | $3,471,081 | $4,299,354 | — | $4,403,971 | $4,828,331 | $6,686,030 | | Michael Friloux | Severance | — | — | $344,793 | $1,535,001 | — | — | $344,793 | $1,783,142 | | | Restricted Stock (1) | — | $2,053,218 | $2,053,218 | $2,053,218 | — | $2,053,218 | $2,053,218 | $2,053,218 | | | PBRSUs (1)(2) | — | $2,343,686 | $1,077,184 | $360,143 | — | $2,343,686 | $2,343,686 | $2,343,686 | | | Outplacement | — | — | — | $25,000 | — | — | — | $25,000 | | | Healthcare | — | — | — | $27,125 | — | — | — | $54,251 | | | Total | — | $4,396,904 | $3,475,195 | $4,000,488 | — | $4,396,904 | $4,741,697 | $6,259,297 |

  49. Potential Payments upon Termination or Change in Control

    The value of the accelerated vesting of restricted stock and PBRSUs is based on the closing price of our common stock as reported on Nasdaq on December 31, 2025, which was $7.01. In connection with a qualifying termination due to death or disability, the actual amount of PBRSUs would remain eligible to vest subject to achievement of the relevant performance criteria. On the first vesting date following such termination, holders would vest in the actual portion of the PBRSUs which they would have been entitled had such qualifying termination not occurred. In connection with a qualifying termination outside of change in control, PBRSUs will remain eligible to vest subject to achievement of the relevant performance criteria. On the first vesting date following such termination, holders would vest in a pro-rated portion of the PBRSUs which they would have been entitled had such termination not occurred, based on the number of days they were employed between the grant date and vesting date. In connection with a qualifying termination following a change in control, the PBRSUs will become immediately vested in an amount equal to 200% of the target number of PBRSUs granted. Holders of PBRSUs also accrue a dividend equivalent for dividends declared on the Company’s common stock during the life of the award that is paid in cash when the underlying PBRSUs vest, and this amount includes a cash amount equal to the accrued dividends payable upon the vesting of the underlying PBRSUs. Where applicable for purposes of these calculations, the respective outstanding PBRSUs are presumed to vest based on the current performance as of December 31, 2025, respectively, as discussed in the footnotes to the Outstanding Equity Awards Table above, prorated based on a hypothetical termination as of December 31, 2025.

  50. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for our CEO and the average compensation for our or Old Uniti’s other NEOs both as reported in the Summary Compensation Table (in this proxy statement or in Old Uniti’s proxy statement for earlier years) and with certain adjustments to reflect the “compensation actually paid” to such individuals, as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, for each of 2025, 2024, 2023, 2022 and 2021. Neither Old Uniti’s compensation committee nor the Compensation Committee considered the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the performance of the Company, see the Compensation Discussion & Analysis section of this Proxy Statement.

  51. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for CEO (b) | Compensation Actually Paid to CEO(1) (c) | Average Summary Compensation Table Total for Non-CEO NEOs (d) | Average Compensation Actually Paid to Non-CEO NEOs(1) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(4) (h) | Adjusted EBITDA (millions)(5) (i) | | | | | | | Total Shareholder Return(2) (f) | Peer Group Total Shareholder Return(3) (g) | | | | 2025 | $9,194,673 | $3,642,215 | $5,369,859 | $4,246,659 | $50 | $107 | $1,304.7 | $1,173.8 | | 2024 | $11,274,640 | $13,261,690 | $3,009,006 | $3,501,742 | $65 | $98 | $93.4 | $940.1 | | 2023 | $4,857,820 | $4,917,699 | $1,390,429 | $1,402,202 | $63 | $88 | $(81.7) | $923.5 | | 2022 | $5,011,198 | $(2,837,826) | $1,503,743 | $330,113 | $53 | $78 | $(8.1) | $905.9 | | 2021 | $5,018,444 | $6,289,079 | $2,396,584 | $2,078,726 | $126 | $105 | $124.7 | $878.3 |

  52. Pay Versus Performance

    (1) The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” to Mr. Gunderman, our CEO, for all applicable years and the average of the “compensation actually paid” to our Non-CEO NEOs. The dollar amounts reported as “compensation actually paid” do not reflect the actual amount of compensation earned by or paid to our CEO or our Non-CEO NEOs during the applicable years. The Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Bullington, Harrobin, Heard and Friloux (ii) for 2024, Messrs. Bullington, Heard, Friloux and Mr. Ronald J. Mudry; (iii) for 2023, Messrs. Bullington, Heard, Friloux and Mudry; (iv) for 2022, Messrs. Bullington, Heard and Friloux; and (v) for 2021, Messrs. Heard and Mr. Mark A. Wallace (Old Uniti’s former CFO). In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:

  53. Pay Versus Performance

    | Year | Reported Summary Compensation Table (SCT) Total(i) | Reported Value of Equity Awards(ii) | Equity Award Adjustments(iii) | Compensation Actually Paid | | | A | B | C | A-B+C | | Company’s CEO | | | | | | 2025 | 9,194,673 | 6,294,837 | 742,379 | 3,642,215 | | Average of Non-CEO NEOs | | | | | | 2025 | 5,369,859 | 2,618,275 | 1,495,075 | 4,246,659 |

  54. Pay Versus Performance

    (i) Reflects the amounts (or the average amounts in regards to the Non-CEO NEOs) represented in the “Total” column of the Summary Compensation Table.