{"schema_version":"secwatch.filing_event.v1","accession":"0000950103-26-000724","form_type":"8-K12B/A","ticker":"UNIT","cik":"0002020795","company_name":"Uniti Group Inc.","filed_at":"2026-01-21T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.009372+00:00","generated_at":"2026-05-16T09:22:10.506702+00:00","sec_items":["2.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Uniti Group files pro forma combined financials: 9mo 2025 net income $1.45B, FY2024 net loss $192M","bullets":["Pro forma 9mo Sep 30, 2025 revenue $2.87B; net income attributable to common shares $1.45B.","Pro forma FY2024 revenue $4.06B; net loss attributable to common shares $(192M).","Merger exchange ratio: 0.6029 Uniti shares per New Uniti share; pre-Closing Uniti holders own ~62%.","$300M 10.5% secured notes due 2028; $318M revolver draw to fund $370.7M cash payment.","Special PSU and restricted stock awards granted to executives, vesting over three years post-closing."],"urls":{"canonical":"https://secwatch.observer/filing/0000950103-26-000724","json":"https://secwatch.observer/filing/0000950103-26-000724.json","markdown":"https://secwatch.observer/filing/0000950103-26-000724.md","text":"https://secwatch.observer/filing/0000950103-26-000724.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/dp240220_8k12ba.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T09:22:10.506702+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":"049a84a303aa24ee08f30378e9f90c265b6f60e8","claim":"Uniti Group Inc. completed an acquisition involving Windstream for 0.6029 shares of New Uniti Common Stock per share of Uniti Common Stock (closed 2025-08-01).","evidence_excerpt":"$0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective Time was cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock. Without giving effect to the conversion of any outstanding convertible securities or New Uniti Warrants, following the consummation of the Merger","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001104659-26-057200","ticker":"CUK","company_name":"CARNIVAL PLC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Carnival completes DLC unification and redomiciliation to Bermuda; Carnival plc now a subsidiary","event_type":"other_material","sec_items":["1.02","2.01","3.01","3.02","3.03","5.01","5.03","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057200","json":"https://secwatch.observer/filing/0001104659-26-057200.json","markdown":"https://secwatch.observer/filing/0001104659-26-057200.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/815097/000110465926057200/tm2613680d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"$0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective\nTime was cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock. Without giving effect\nto the conversion of any outstanding convertible securities or New Uniti Warrants, following the consummation of the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","comparable_excerpt":"On May 7, 2026, Carnival Corporation and Carnival plc completed the unification of their dual listed company structure under a single company, Carnival Corporation Ltd., with Carnival plc as a UK subsidiary of Carnival Corporation Ltd.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm"}},{"accession":"0001104659-26-054975","ticker":null,"company_name":"Fundrise eREIT, LLC","filed_at":"2026-05-04T23:59:59+00:00","headline":"Fundrise eREIT completes merger of seven affiliated REITs; declares May daily distribution","event_type":"other_material","sec_items":["1.01","2.01","5.03","8.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054975","json":"https://secwatch.observer/filing/0001104659-26-054975.json","markdown":"https://secwatch.observer/filing/0001104659-26-054975.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2093809/000110465926054975/0001104659-26-054975-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2093809/000110465926054975/tm2613192d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"$0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective\nTime was cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock. Without giving effect\nto the conversion of any outstanding convertible securities or New Uniti Warrants, following the consummation of the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","comparable_excerpt":"At 11:59 p.m. Eastern time on April 29, 2026 (the \"Effective Time\"), which was the same for all of the Mergers, for each respective Fundrise Merger Entity, (1) such Fundrise Merger Entity merged into Fundrise eREIT, with Fundrise eREIT as the surviving entity of the Merger","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2093809/000110465926054975/0001104659-26-054975-index.htm"}},{"accession":"0000893538-26-000055","ticker":"SM","company_name":"SM Energy Co","filed_at":"2026-04-30T23:59:59+00:00","headline":"SM Energy closes $950M South Texas asset sale; redeems $819M in 2026 notes","event_type":"other_material","sec_items":["2.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000893538-26-000055","json":"https://secwatch.observer/filing/0000893538-26-000055.json","markdown":"https://secwatch.observer/filing/0000893538-26-000055.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/893538/000089353826000055/0000893538-26-000055-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/893538/000089353826000055/sm-20260430.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"$0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective\nTime was cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock. Without giving effect\nto the conversion of any outstanding convertible securities or New Uniti Warrants, following the consummation of the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","comparable_excerpt":"is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. \n\n--- EX-99.1 (EX-99.1) ---\n\nNews Release EXHIBIT 99.1 SM ENERGY CLOSES $950 MILLION SOUTH TEXAS DIVESTITURE; ANNOUNCES REDEMPTION OF ALL OUTSTANDING 2026 SENIOR NOTES Demonstrates strong momentum toward $1.0 billion-plus asset sale target and advances 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/893538/000089353826000055/0000893538-26-000055-index.htm"}},{"accession":"0001683168-26-003231","ticker":"FCUV","company_name":"FOCUS UNIVERSAL INC.","filed_at":"2026-04-27T23:59:59+00:00","headline":"Focus Universal acquires Class A office building in Monterey Park for $17.7M","event_type":"other_material","sec_items":["1.01","2.01","2.03","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003231","json":"https://secwatch.observer/filing/0001683168-26-003231.json","markdown":"https://secwatch.observer/filing/0001683168-26-003231.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1590418/000168316826003231/0001683168-26-003231-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1590418/000168316826003231/focus_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"$0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective\nTime was cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock. Without giving effect\nto the conversion of any outstanding convertible securities or New Uniti Warrants, following the consummation of the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","comparable_excerpt":"”). The\nSeller does not have a material relationship with the Company, and the acquisition was not an affiliated transaction. The aggregate purchase price of the Property was\n$17,700,000, exclusive of closing costs (the “ Purchase Price ”). The Company made an initial down payment of $525,000\non January 26, 2026. On April 17, 2026, the Company funded the Purchase","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1590418/000168316826003231/0001683168-26-003231-index.htm"}},{"accession":"0001493152-26-018755","ticker":"MSGM","company_name":"Motorsport Games Inc.","filed_at":"2026-04-23T23:59:59+00:00","headline":"Motorsport Games repurchases 904,395 shares from Driven Lifestyle, cancels Class B shares, changes control","event_type":"other_material","sec_items":["1.01","2.01","3.03","5.01","5.02","5.03","5.07","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-018755","json":"https://secwatch.observer/filing/0001493152-26-018755.json","markdown":"https://secwatch.observer/filing/0001493152-26-018755.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226018755/0001493152-26-018755-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226018755/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"$0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective\nTime was cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock. Without giving effect\nto the conversion of any outstanding convertible securities or New Uniti Warrants, following the consummation of the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","comparable_excerpt":"On April 22, 2026, Motorsport Games Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Agreement”) with Driven Lifestyle Group LLC, a Florida limited liability company (“Driven Lifestyle”), pursuant to which the Company purchased 904,395 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) held by Driven Lifestyle (the “Class A Shares”). The Agreement provides for the Shares to be purchased at a price of $4.11, which is equal to the average closing price of the Class A Common Stock as reported by the Nasdaq Capital Market for the five trading days immediately preceding the signing of the Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226018755/0001493152-26-018755-index.htm"}},{"accession":"0001193125-26-164328","ticker":"TRAX","company_name":"First Tracks Biotherapeutics, Inc.","filed_at":"2026-04-20T23:59:59+00:00","headline":"First Tracks Biotherapeutics completes spin-off from AnaptysBio and raises ~$80M in private placement","event_type":"other_material","sec_items":["1.01","2.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-164328","json":"https://secwatch.observer/filing/0001193125-26-164328.json","markdown":"https://secwatch.observer/filing/0001193125-26-164328.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2091349/000119312526164328/0001193125-26-164328-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2091349/000119312526164328/d78703d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"$0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective\nTime was cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock. Without giving effect\nto the conversion of any outstanding convertible securities or New Uniti Warrants, following the consummation of the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","comparable_excerpt":"On the Distribution Date, AnaptysBio completed the Spin-Off.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2091349/000119312526164328/0001193125-26-164328-index.htm"}},{"accession":"0001477932-26-002171","ticker":"CCTC","company_name":"LataMed AI Corp.","filed_at":"2026-04-13T23:59:59+00:00","headline":"Catalyst Crew acquires AI healthcare IP and Venezuelan subsidiary from CEO in related-party transactions","event_type":"other_material","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001477932-26-002171","json":"https://secwatch.observer/filing/0001477932-26-002171.json","markdown":"https://secwatch.observer/filing/0001477932-26-002171.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1477960/000147793226002171/0001477932-26-002171-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1477960/000147793226002171/cctc_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"$0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective\nTime was cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock. Without giving effect\nto the conversion of any outstanding convertible securities or New Uniti Warrants, following the consummation of the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","comparable_excerpt":"On March 23, 2026, the Company completed the acquisition of one hundred percent (100%) of the issued and outstanding shares of Inversiones Long 33, C.A. pursuant to a Share Assignment Agreement with Kevin Rodan Levy.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1477960/000147793226002171/0001477932-26-002171-index.htm"}},{"accession":"0001232582-26-000098","ticker":"AHT","company_name":"ASHFORD HOSPITALITY TRUST INC","filed_at":"2026-04-10T23:59:59+00:00","headline":"Ashford Hospitality Trust sells Embassy Suites Palm Beach Gardens for $40.5M net","event_type":"other_material","sec_items":["2.01","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001232582-26-000098","json":"https://secwatch.observer/filing/0001232582-26-000098.json","markdown":"https://secwatch.observer/filing/0001232582-26-000098.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1232582/000123258226000098/0001232582-26-000098-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1232582/000123258226000098/aht-20260407.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"$0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective\nTime was cancelled and retired and converted into the right to receive 0.6029 shares of New Uniti Common Stock. Without giving effect\nto the conversion of any outstanding convertible securities or New Uniti Warrants, following the consummation of the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2020795/000095010326000724/0000950103-26-000724-index.htm","comparable_excerpt":"On April 7, 2026, Palm Beach Florida Hotel and Office Building Limited Partnership, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites by Hilton Palm Beach Gardens PGA Boulevard located in Palm Beach Gardens, Florida pursuant to an Agreement of Purchase and Sale, dated as of February 25, 2026, by and between Palm Beach Florida Hotel and Office Building Limited Partnership, as seller, and PBG Embassy Partners, LLC, as purchaser, for $41 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1232582/000123258226000098/0001232582-26-000098-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}