Form 4: Uniti Director Converts Shares Post-Merger

Uniti Group Director Francis X. Frantz converted his holdings of Old Uniti common stock and restricted stock awards into New Uniti common stock and restricted stock awards following the merger with Windstream.

Summary

• Director Francis X. Frantz's holdings in Uniti Group LLC (Old Uniti) were converted into shares of Uniti Group Inc. (New Uniti) on August 1, 2025.
• This conversion was executed pursuant to the Agreement and Plan of Merger dated May 3, 2024, as amended July 17, 2024, involving Old Uniti, New Windstream, LLC, New Uniti HoldCo LP, and New Windstream Merger Sub, LLC.
• Each share of Old Uniti common stock held by the reporting person was converted into 0.6029 shares of New Uniti Common Stock.
• Old Uniti Restricted Stock Awards were converted into New Uniti Restricted Stock Awards, with the number of shares adjusted by the 0.6029 ratio.
• Cash in lieu of fractional shares will be calculated based on the closing sale price of New Uniti Common Stock on Nasdaq on August 4, 2025.
• Frantz disposed of 329,052 shares of Old Uniti Common Stock directly and 5,359 shares indirectly through an IRA.
• Following these transactions, Frantz beneficially owns 0 shares of Old Uniti Common Stock.

Sentiment

Score: 6

Explanation: The filing is a routine report of a mandatory stock conversion following a merger, indicating the successful completion of a corporate action.

Positives

• The filing confirms the execution of the previously announced merger terms, indicating a successful corporate restructuring.

Negatives

• The reporting person no longer holds direct or indirect beneficial ownership of Old Uniti Common Stock, as all holdings were converted as part of the merger.

Future Outlook

Cash in lieu of fractional shares of New Uniti Common Stock will be calculated by multiplying the closing sale price of a share of New Uniti Common Stock on Nasdaq on August 4, 2025, by the fraction of a share to which the reporting person would otherwise have been entitled.

Industry Context

The merger between Uniti Group LLC and Windstream represents a significant consolidation event within the telecommunications infrastructure sector, potentially impacting competitive dynamics and service offerings.

Stakeholder Impact

• Shareholders of Old Uniti: Their shares were converted into New Uniti shares, altering their investment vehicle and future exposure to the combined entity.

Next Steps

• Calculation of cash in lieu of fractional shares based on the closing sale price of New Uniti Common Stock on Nasdaq on August 4, 2025.

Key Dates

Keywords

Uniti Group, UNIT, Form 4, Insider Transaction, Beneficial Ownership, Merger, Windstream, Stock Conversion, Corporate Governance