UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 21, 2026 (
(Exact name of registrant as specified in its charter)
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Introductory Note
This Amendment No. 2 amends the Original 8-K and Amendment No. 1 in order to file the unaudited pro forma condensed combined financial information of the Company for the nine months ended September 30, 2025 and the year ended December 31, 2024. This Amendment No. 2 does not amend any other item of the Original 8-K or Amendment No. 1.
The pro forma financial information included as Exhibit 99.1 to this Amendment No. 2 has been presented for illustrative purposes only and is not intended to and does not purport to represent what the Company’s actual results or financial condition would have been if the Merger had occurred on the relevant date, and it is not intended to project the future results or financial condition that the Company may achieve.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The Company hereby amends Item 2.01 of the Original 8-K and Amendment No. 1 to add the following:
The Company is filing unaudited pro forma condensed combined financial information of the Company, giving effect to Merger, which includes the unaudited pro forma condensed combined statements of income for the year ended December 31, 2024 and the nine months ended September 30, 2025 and the related notes, which are filed as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company are included as Exhibit 99.1 hereto and incorporated into this Item 9.01 by reference:
| · | Unaudited Pro Forma Condensed Combined Statements of Income for the year ended December 31, 2024 and nine months ended September 30, 2025; and |
| · | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Information of Uniti Group Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 21, 2026 | UNITI GROUP INC. | ||
| By: | /s/ Daniel L. Heard | ||
| Name: | Daniel L. Heard | ||
| Title: | Senior Executive Vice President, General Counsel & Secretary | ||