Uniti and Windstream complete merger; former Uniti holders receive 0.6029 shares per share, ~62% ownership

Uniti Group Inc.

Exchange ratio 0.6029; former Uniti stockholders hold ~62% of New Uniti common stock.
Windstream equity holders receive $575M preferred stock, warrants (6.9% FD), and $370.7M cash.
New 10-member board appointed, including two Elliott designees (Sunu, McLaughlin); CEO Gunderman continues.
New Uniti ceases to be a REIT; adopts 2025 equity plans (6M shares Incentive Plan, 1M ESPP).
Lock-up agreements for six months; Elliott gets board representation rights based on ownership thresholds.

item 1.01 item 2.01 item 3.02 item 3.03 item 5.01 item 5.02 item 5.03 item 5.05 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Uniti Group Inc.: Adopted the Working with Integrity guidelines as the Code of Ethics.

Change: code of ethics

Exact text from the filing

At the Effective Time, the New Uniti Board adopted the Working with Integrity guidelines (the “Code of Ethics”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Uniti Group Inc.: Converted corporate form from Delaware corporation to Delaware limited liability company and adopted Second Amended and Restated Certificate of Incorporation (effective 2025-08-01).

Change: charter amendment
Effective: 2025-08-01

Exact text from the filing

On August 1, 2025, following the consummation of the Merger, Uniti converted its corporate form from a Delaware corporation to a Delaware limited liability company named “Uniti Group LLC,” and New Uniti immediately thereafter assumed the name “Uniti Group Inc.” and further amended and restated its certificate of incorporation and bylaws, which such Second Amended and Restated Certificate of Incorporation and Bylaws are attached as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Uniti Group Inc.: Adopted Second Amended and Restated Bylaws (effective 2025-08-01).

Change: bylaw amendment
Effective: 2025-08-01

Exact text from the filing

On August 1, 2025, following the consummation of the Merger, Uniti converted its corporate form from a Delaware corporation to a Delaware limited liability company named “Uniti Group LLC,” and New Uniti immediately thereafter assumed the name “Uniti Group Inc.” and further amended and restated its certificate of incorporation and bylaws, which such Second Amended and Restated Certificate of Incorporation and Bylaws are attached as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

View on SEC.gov

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Uniti Group Inc. filing history →

Source: SEC EDGAR

accession 0000950103-25-009718

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