Form 4: Uniti Director's Shares Convert in Merger

A director of Uniti Group LLC converted all her common stock and restricted stock awards into shares of the newly formed Uniti Group Inc. following a merger agreement.

Summary

• Carmen Perez-Carlton, a Director of Uniti Group LLC, disposed of 167,652 shares of Old Uniti Common Stock on August 1, 2025.
• This disposition occurred as a result of the Agreement and Plan of Merger dated May 3, 2024, between Old Uniti, New Windstream, LLC, New Uniti HoldCo LP, and New Windstream Merger Sub, LLC, as amended on July 17, 2024.
• Each share of Old Uniti Common Stock was converted into the right to receive 0.6029 shares of common stock of Uniti Group Inc. (f/k/a Windstream Parent, Inc.), referred to as New Uniti Common Stock.
• Cash will be provided in lieu of fractional shares of New Uniti Common Stock, calculated based on the Nasdaq closing sale price on August 4, 2025.
• All Old Uniti Restricted Stock Awards held by the reporting person were converted into New Uniti Restricted Stock Awards, subject to the same terms and conditions, with the number of shares adjusted by the 0.6029 conversion ratio.
• Following the reported transaction, the reporting person holds 0 shares of Old Uniti Common Stock, as they were converted into New Uniti Common Stock.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing reports a mandatory conversion of shares due to a merger, rather than a discretionary transaction. It reflects the execution of a pre-determined corporate event.

Positives

• The transaction signifies the successful completion of the previously announced merger agreement between Uniti Group LLC and Windstream, providing clarity on the corporate structure.
• The conversion ensures continuity of equity ownership for the director in the newly formed entity, Uniti Group Inc., maintaining alignment with the company's future performance.

Negatives

• The transaction represents a mandatory conversion of existing equity, not a discretionary sale or purchase, which means the director did not realize immediate cash proceeds from the disposition of Old Uniti shares, apart from fractional share cash-out.

Future Outlook

The filing does not provide forward-looking statements or guidance beyond the details of the merger conversion.

Industry Context

This filing reflects the finalization of a significant merger in the telecommunications infrastructure sector, specifically involving Uniti Group, a real estate investment trust (REIT) focused on communications infrastructure, and Windstream, a major fiber network operator. The merger aims to create a combined entity with a more integrated and robust fiber network, potentially enhancing competitive positioning in the evolving digital infrastructure landscape.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders of Old Uniti Group LLC are now shareholders of the new Uniti Group Inc., reflecting a change in the legal entity of their investment.
• The conversion ensures that the director's equity incentives are aligned with the performance of the combined entity.

Next Steps

• The reporting person now holds shares and restricted stock awards in the newly formed Uniti Group Inc. (f/k/a Windstream Parent, Inc.) subject to the terms of the merger.

Key Dates

Keywords

Uniti Group, Windstream, Merger, Stock Conversion, SEC Form 4, Insider Transaction, Equity Exchange, Telecommunications Infrastructure