{"schema_version":"secwatch.filing_event.v1","accession":"0000950103-25-009718","form_type":"8-K12B","ticker":"UNIT","cik":"0002020795","company_name":"Uniti Group Inc.","filed_at":"2025-08-01T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.830211+00:00","generated_at":"2026-05-17T21:57:39.084180+00:00","sec_items":["1.01","2.01","3.02","3.03","5.01","5.02","5.03","5.05","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Uniti and Windstream complete merger; former Uniti holders receive 0.6029 shares per share, ~62% ownership","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0000950103-25-009718","json":"https://secwatch.observer/filing/0000950103-25-009718.json","markdown":"https://secwatch.observer/filing/0000950103-25-009718.md","text":"https://secwatch.observer/filing/0000950103-25-009718.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2020795/000095010325009718/0000950103-25-009718-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2020795/000095010325009718/dp232461_8k12b.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T21:57:39.084180+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5272f9aa3315f56e9b95277574868913e0dcf848","claim":"Uniti Group Inc.: Adopted the Working with Integrity guidelines as the Code of Ethics.","evidence_excerpt":"At the Effective Time, the New Uniti Board adopted the Working with Integrity guidelines (the “Code of Ethics”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010325009718/0000950103-25-009718-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"code of ethics"}],"fact_type":"governance_change"},{"claim_id":"68a97496fa227a7c08b2e5dda73e893a20a00af2","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010325009718/0000950103-25-009718-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-08-01"}],"fact_type":"governance_change"},{"claim_id":"6b4be6f91f55d6bff3d8f5c1015382eca93d4d6f","claim":"Uniti Group Inc.: Adopted Second Amended and Restated Bylaws (effective 2025-08-01).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010325009718/0000950103-25-009718-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-08-01"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}