Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On October 24, 2025, Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the "Issuers"), each an indirect, bankruptcy-remote subsidiary of Uniti Group Inc. (the "Company," and, together with the Issuers, "we," "us," or "our"), completed a private offering of $250,000,000 aggregate principal amount of secured fiber network revenue term notes, consisting of $180,000,000 5.177% Series 2025-2, Class A-2 term notes, $28,200,000 5.621% Series 2025-2, Class B term notes and $41,800,000 7.834% Series 2025-2, Class C term notes (collectively, the "Term Notes"), each with an anticipated repayment date (the "Term ARD") in January of 2031.

The Term Notes were issued at an issue price of 100% of their respective principal amounts pursuant to an amended and restated indenture, dated as of October 24, 2025 (the "Base Indenture"), as supplemented by a Series 2025-2 Supplement thereto, dated as of October 24, 2025 (the "Series 2025-2 Supplement"), in each case by and among the Issuers, Uniti Fiber GulfCo LLC and Uniti Fiber TRS AssetCo LLC (the "Asset Entities" and, together with the Issuers, the "Obligors"), and Wilmington Trust, National Association, as indenture trustee (the "Indenture Trustee"). Copies of the Base Indenture and the Series 2025-2 Supplement are attached hereto as Exhibits 4.1 and 4.2, respectively.

In connection with the issuance of the Term Notes, the Base Indenture, as supplemented by the Series 2025-2 Supplement, also permits up to $75,000,000 of Series 2052-2, Class A-1 variable funding notes (the "Class A-1 Variable Funding Notes" and, together with the Term Notes, collectively, the "Series 2025-2 Notes") issued by the Issuers. Drawings and the other terms related to the Class A-1 Variable Funding Notes are governed by the Base Indenture, as supplemented by the Series 2025-2 Supplement, and a Class A-1-V Note Purchase Agreement, dated as of October 24, 2025 (the "VFN Purchase Agreement"), among the Obligors, Uniti Fiber Holdings Inc., as manager of the securitization program, certain committed note purchasers, conduit investors and funding agents, and Barclays Bank PLC, as the administrative agent. Subject to the future satisfaction of certain conditions described in the VFN Purchase Agreement, the committed note purchasers party thereto will provide commitments to fund the Class A-1 Variable Funding Notes from time to time (and issue certain letters of credit) on a revolving basis until the final anticipated repayment date for the Class A-1 Variable Funding Notes (or, if earlier, the date on which the commitments thereunder are automatically terminated or permanently reduced to $0). The initial anticipated repayment date for the Class A-1 Variable Funding Notes (the "VFN ARD" and together with the Term ARD, collectively, the "ARD") is January 2029 and may be extended at the option of the Issuers for two additional one-year periods, in each case subject to the satisfaction of certain conditions described in the VFN Purchase Agreement. The Issuers expect to satisfy the availability conditions to establish the commitments under, and to thereafter fund, the Class A-1 Variable Funding Notes, however, there can be no assurance that the Issuers will ever be able to satisfy such conditions or that the Class A-1 Variable Funding Notes will ever be drawn even if so satisfied.

The issuance of the Series 2025-2 Notes represents the first issuance of the fiber network revenue variable funding notes, and the second issuance of fiber network revenue term notes, each issued under the Company's existing securitization program. The securitization program involves certain of the Company's fiber network assets and related customer contracts in the States of Alabama, Florida, Georgia, Louisiana, Mississippi and South Carolina. As of the closing of the transactions on October 24, 2025, the Issuers now have $839,000,000 aggregate principal amount of revenue term notes outstanding and $0 principal amount of variable funding notes outstanding.

The Base Indenture allows the Issuers to issue additional series of notes subject to certain conditions set forth therein, and the Base Indenture, together with the Series 2025-2 Supplement, and any other series supplements to the Base Indenture from time to time, is referred to herein as the "Indenture."

The Company intends to use the net proceeds from the offering for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt.