Form S-8 Uniti Group Inc.
As filed with the Securities and Exchange Commission on May 26, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Uniti Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 85-2262564 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 2101 Riverfront Drive, Suite A Little Rock, Arkansas |
72202 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Uniti Group Inc. 2025 Equity Incentive Plan
(Full title of the plan)
Daniel L. Heard
Uniti Group Inc.
Senior Executive Vice President, General Counsel & Secretary
2101 Riverfront Drive, Suite A
Little Rock, Arkansas 72202
(Name and address of agent for service)
(501) 850-0820
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
Geoffrey Neal
Kutak Rock LLP
124 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201
(501) 975-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer o |
| Non-accelerated filer o | Smaller reporting company o |
| Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 16,750,000 shares of common stock, $0.0001 par value per share (“Common Stock”), of Uniti Group Inc., a Delaware corporation (the “Company” or the “Registrant”), to be issued pursuant to the Uniti Group Inc. 2025 Equity Incentive Plan (the “Plan”). Accordingly, the contents of the earlier registration statement on Form S-8 (File No. 333-289200) filed with the Securities and Exchange Commission (the “Commission”) on August 4, 2025 are incorporated by reference in this Registration Statement to the extent not modified hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the Commission are incorporated herein by reference:
| (a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 2, 2026 (the “Annual Report”); |
| (b) | All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report; and |
| (c) | The description of the Company’s Common Stock contained in Exhibit 4.1 to the Annual Report, including any amendments or reports filed with the Commission for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act at any time prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The exhibits furnished as a part of this registration statement are listed below:
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas, on May 26, 2026.
| UNITI GROUP INC. | ||
| By: | /s/ Daniel L. Heard | |
| Name: | Daniel L. Heard | |
| Title: | Senior Executive Vice President, General Counsel & Secretary | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Kenneth A. Gunderman | President, Chief Executive Officer and Director (Principal Executive Officer) | May 26, 2026 | ||
| Kenneth A. Gunderman | ||||
| /s/ Paul E. Bullington | Senior Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer) | May 26, 2026 | ||
| Paul E. Bullington | ||||
| /s/ Travis T. Black | Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) | May 26, 2026 | ||
| Travis T. Black | ||||
| /s/ Francis X. Frantz* | Chairman and Director | May 26, 2026 | ||
| Francis X. Frantz | ||||
| /s/ Jarrett Appleby* | Director | May 26, 2026 | ||
| Jarrett Appleby | ||||
| /s/ Scott G. Bruce* | Director | May 26, 2026 | ||
| Scott G. Bruce | ||||
| /s/ Mary McLaughlin* | Director | May 26, 2026 | ||
| Mary McLaughlin | ||||
| /s/ Joe Natale* | Director | May 26, 2026 | ||
| Joe Natale | ||||
| /s/ Carmen Perez-Carlton* | Director | May 26, 2026 | ||
| Carmen Perez-Carlton | ||||
| /s/ Johannes Weber* | Director | May 26, 2026 | ||
| Johannes Weber | ||||
| /s/ Harold Zeitz* | Director | May 26, 2026 | ||
| Harold Zeitz |
| *By: | /s/ Daniel L. Heard | |
| Daniel L. Heard, Attorney-in-Fact | ||
ATTACHMENTS / EXHIBITS