---
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"
generated_at: "2026-05-17T21:57:39.084180+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 3.03, 5.01, 5.02, 5.03, 5.05, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950103-25-009718
- JSON: https://secwatch.observer/filing/0000950103-25-009718.json
- Plain text: https://secwatch.observer/filing/0000950103-25-009718.txt

## Key facts
- Governance Changes
  Uniti Group Inc.: Adopted the Working with Integrity guidelines as the Code of Ethics.
  - Change: code of ethics
  source text: At the Effective Time, the New Uniti Board adopted the Working with Integrity guidelines (the “Code of Ethics”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2020795/000095010325009718/0000950103-25-009718-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2020795/000095010325009718/0000950103-25-009718-index.htm
- Governance Changes
  Uniti Group Inc.: Adopted Second Amended and Restated Bylaws (effective 2025-08-01).
  - Change: bylaw amendment
  - Effective: 2025-08-01
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2020795/000095010325009718/0000950103-25-009718-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.