Uniti Group Inc.UNIT
Uniti Group Inc. Earnings Per Share Disclosure
Earnings (Loss) Per Share:
As previously discussed in Note 1 in connection with the Merger, historical earnings (loss) per share data, including the weighted average number of common shares outstanding, have been retrospectively adjusted to reflect the exchange ratio for all periods presented.
Basic earnings (loss) per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. The Warrants issued in connection with the Merger are considered participating securities and are convertible into shares of our common stock for nominal additional consideration. Accordingly, the Warrants are included in the denominator for both basic and diluted earnings (loss) per share. Dilutive earnings (loss) per share also includes the dilutive effect of the Preferred Stock issued in the Merger, the 2027 convertible notes and exchangeable notes, restricted stock and performance-based awards outstanding during the period, if their effect is not anti-dilutive.
Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method. We also have outstanding performance-based restricted stock units (“PSUs”) that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met. For the year ended December 31, 2025, 1.2 million non-participating securities were excluded from the computation of earnings per share, as their performance conditions have not been met, and 1.1 million non-participating securities were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. For the year ended December 31, 2024, approximately 0.9 million PSUs were excluded from the computation of diluted earnings per share, as their effect would have been anti-dilutive. For the year ended December 31, 2023, approximately 0.6 million PSUs were excluded from the computation of diluted loss per share, as their effect would have been anti-dilutive.
The dilutive effect of the Preferred Stock was calculated by using the “if-converted” method, which assumes an add-back of dividends to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the exchangeable notes that matured and were repaid on June 15, 2024 and the 2027 convertible notes was calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in the number of weighted average shares. The following sets forth the computation of basic and diluted earnings (loss) per share under the two-class method for the years ended December 31:
| (Millions, except per share data) | 2025 | 2024 | 2023 | |||||||||||||||||
| Basic earnings (loss) per share: | ||||||||||||||||||||
| Numerator: | ||||||||||||||||||||
| Net income (loss) attributable to shareholders | $ | 1,304.7 | $ | 93.4 | $ | (81.7) | ||||||||||||||
| Less: Income allocated to participating securities | (30.6) | (2.1) | (1.2) | |||||||||||||||||
| Less: Dividends declared on Preferred Stock | (25.4) | — | — | |||||||||||||||||
| Net income (loss) attributable to common shares | $ | 1,248.7 | $ | 91.3 | $ | (82.9) | ||||||||||||||
| Denominator: | ||||||||||||||||||||
| Weighted average common shares outstanding | 181.6 | 143.1 | 142.5 | |||||||||||||||||
| Weighted average Warrants outstanding | 7.4 | — | — | |||||||||||||||||
| Total basic weighted average common shares outstanding | 189.0 | 143.1 | 142.5 | |||||||||||||||||
| Basic earnings (loss) per common share | $6.61 | $0.64 | $(0.58) | |||||||||||||||||
| (Millions, except per share data) | 2025 | 2024 | 2023 | |||||||||||||||||
| Diluted earnings (loss) per share: | ||||||||||||||||||||
| Numerator: | ||||||||||||||||||||
| Net income (loss) attributable to common shares | $ | 1,248.7 | $ | 91.3 | $ | (82.9) | ||||||||||||||
| Add: Dividends declared on Preferred Stock | 25.4 | — | — | |||||||||||||||||
| Add: Impact on if-converted dilutive securities | 24.4 | — | — | |||||||||||||||||
| Net income (loss) attributable to common shares | $ | 1,298.5 | $ | 91.3 | $ | (82.9) | ||||||||||||||
| Denominator: | ||||||||||||||||||||
| Basic weighted average common shares outstanding | 189.0 | 143.1 | 142.5 | |||||||||||||||||
| Add: Effect of dilutive non-participating securities | 52.2 | — | — | |||||||||||||||||
| Add: Impact on if-converted dilutive securities | 25.3 | — | — | |||||||||||||||||
| Total diluted weighted average common shares outstanding | 266.5 | 143.1 | 142.5 | |||||||||||||||||
| Dilutive earnings (loss) per common share | $4.87 | $0.64 | $(0.58) | |||||||||||||||||
For the year ended December 31, 2024, 29.0 million potential common shares related to the 2027 convertible notes were excluded from the computation of diluted earnings per share, as their effect would have been anti-dilutive. For the year ended December 31, 2023, 32.4 million potential common shares related to the 2027 convertible notes and the exchangeable notes were excluded from the computation of diluted loss per share, as their effect would have been anti-dilutive.
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About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.