UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 20, 2025

Windstream Parent, Inc.

(Exact name of registrant as specified in its charter)

Delaware | 333-281068 | 99-2892631
(State or other jurisdiction | (Commission | (I.R.S. Employer
of incorporation) | File Number) | Identification No.)

4005 Rodney Parham Road, Little Rock, Arkansas | 72212
(Address of principal executive offices) | (Zip Code)

(501) 748-7000

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure

On February 20, 2025, Windstream Holdings II, LLC (the “Company”) will hold a management call to discuss the financial and operating results of the Company for the fourth quarter ended December 31, 2024. Copies of the Investor Presentation, Earnings Call Prepared Remarks, CEO Letter and Fact Sheet are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein by reference.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1 | Investor Presentation, dated February 20, 2025, of Windstream Holdings II, LLC
99.2 | Earnings Call Prepared Remarks, dated February 20, 2025, of Windstream Holdings II, LLC
99.3 | CEO Letter, dated February 20, 2025, of Windstream Holdings II, LLC
99.4 | Fact Sheet, dated February 20, 2025, of Windstream Holdings II, LLC
104 | Inline XBRL for the cover page of this Current Report on Form 8-K

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.

| Windstream Parent, Inc.
Date: February 20, 2025 | By: | /s/ Drew Smith
|  | Name: | Drew Smith
|  | Title: | Chief Financial Officer and Treasurer