COGENT COMMUNICATIONS HOLDINGS, INC. — fact timeline

COGENT COMMUNICATIONS HOLDINGS, INC. amended First Supplemental Indenture with Wilmington Trust, National Association valued at Amendment to Indenture dated June 17, 2025 to increase secured leverage ratio basket from 4.00:1.00 (effective 2026-06-15).

“On June 15, 2026, Cogent Communications Group, LLC (“Cogent Group”) and Cogent Finance, Inc. (the “Co-Issuer” and, together with Cogent Group, the “Issuers”), two wholly owned subsidiaries of Cogent Communications Holdings, Inc. (the “Company”), entered into a First Supplemental Indenture (the “Supplemental Indenture”) with the Company, the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (the “Trustee and Collateral Agent”), to the Indenture, dated as of June 17, 2025 (the “Indenture”), among the Issuers, the Company, the other guarantors named therein, the Trustee and Collateral Agent to effect certain amendments to the Indenture to: (i) amend the “Permitted Liens” definition therein to increase the secured leverage ratio under the “ratio liens” basket from 4.00:1.00 to 4.75:1.00; (ii) require the Company to contribute or otherwise provide to Cogent Group and/or one or more of its restricted subsidiaries the proceeds of certai”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into Purchase Agreement with an affiliate of I Squared Capital valued at $225 million (effective 2026-05-22).

“On May 22, 2026, Cogent Fiber, LLC, a Delaware limited liability company (the “Seller”) and an indirect wholly owned subsidiary of Cogent Communications Holdings, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with an affiliate of I Squared Capital (the “Buyer”).”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Advisory vote to approve named executive officer compensation at the 2026-05-01 meeting.

“Stockholders approved the fourth proposal, to approve named executive officer compensation. The vote on this fourth proposal was as follows: FOR: 23,028,277; AGAINST: 11,056,995; ABSTAIN: 210,174. Broker non-votes for this fourth proposal were 4,440,718 shares.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accountants at the 2026-05-01 meeting.

“Stockholders approved the third proposal, to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026. The vote on this third proposal was as follows: FOR: 38,382,379; AGAINST: 253,556; ABSTAIN: 100,229. There were no broker non-votes on this third proposal.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Approval of the Third Amended and Restated Cogent Communications Holdings, Inc. 2017 Incentive Award Plan at the 2026-05-01 meeting.

“Stockholders approved the second proposal, to approve the Plan. The vote on this second proposal was as follows: FOR: 25,506,567; AGAINST: 8,664,157; ABSTAIN: 124,722. Broker non-votes for this second proposal were 4,440,718 shares.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Election of Directors at the 2026-05-01 meeting.

“Under the first proposal, each of the following nominees was elected to the Company’s Board, to hold office until his or her successor is elected and qualified, with the following voting results: Dave Schaeffer: FOR: 33,770,339 AGAINST: 298,162 ABSTAIN: 226,945 Marc Montagner: FOR: 33,195,178 AGAINST: 871,912 ABSTAIN: 228,356 Steven D. Brooks: FOR: 33,709,605 AGAINST: 358,645 ABSTAIN: 227,196 Paul de Sa: FOR: 33,239,690 AGAINST: 828,492 ABSTAIN: 227,264 Lewis H. Ferguson, III: FOR: 33,799,996 AGAINST: 268,378 ABSTAIN: 227,072 Eve Howard: FOR: 33,875,706 AGAINST: 186,017 ABSTAIN: 233,723 Deneen Howell: FOR: 33,523,127 AGAINST: 544,758 ABSTAIN: 227,561 Sheryl Kennedy: FOR: 33,888,718 AGAINST: 179,269 ABSTAIN: 227,459 Broker non-votes for the first proposal were 4,440,718 shares.”

COGENT COMMUNICATIONS HOLDINGS, INC. reported the first quarter of 2026 results: revenue $239.2 million, EPS $(0.83).

“Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $239.2 million for the three months ended March 31, 2026, a decrease of 0.6% from the three months ended December 31, 2025 and a decrease of 3.2% from the three months ended March 31, 2025. Foreign exchange rates positively impacted service revenue growth from the three months ended December 31, 2025 to the three months ended March 31, 2026 by $0.3 million and positively impacted service revenue growth from the three months ended March 31, 2025 to the three months ended March 31, 2026 by $3.4 million. On a constant currency basis, service revenue decreased by 0.7% from the three months ended December 31, 2025 to the three months ended March 31, 2026 and decreased by 4.6% from the three months ended March 31, 2025 to the three months ended March 31, 2026. Page 1 of 19 On-net service is provided to customers located in buildings that are physically connected to Cogent’s network by Cogent fac”

COGENT COMMUNICATIONS HOLDINGS, INC.: Amended and Restated Bylaws to change the Board size range to not less than six nor more than eight directors, with the exact number fixed by the Board (effective 2025-05-07).

“Stockholders approved the second proposal, to approve the Company’s Amended and Restated Bylaws to amend Article III, Section 12 to provide that the size of the Board shall be not less than six nor more than eight directors, with the exact number within such range to be fixed exclusively by the Board.”

COGENT COMMUNICATIONS HOLDINGS, INC. incurred senior notes of $174,400,000 aggregate principal amount with Wilmington Trust, National Association at 6.646% maturing anticipated term ending in April 2030.

“On April 11, 2025 (the “Closing Date”), Cogent IPv4 LLC (the “Issuer”), a special-purpose, bankruptcy remote, indirect wholly owned subsidiary of Cogent Communications Holdings, Inc. (the “Company”), completed the previously announced financing transaction by issuing $174,400,000 aggregate principal amount of 6.646% secured IPv4 address revenue notes, Series 2025-1 Class A-2 (collectively, the “Notes”), with an anticipated term ending in April 2030”

COGENT COMMUNICATIONS HOLDINGS, INC. reported first quarter of 2024 results: revenue $266.2 million.

“Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $266.2 million for the three months ended March 31, 2024, a decrease of 2.2% from the three months ended December 31, 2023 and an increase of 73.3% from the three months ended March 31, 2023.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Advisory vote to approve named executive officer compensation at the 2024-05-08 meeting.

“Stockholders approved the third proposal, an advisory vote to approve named executive officer compensation. The vote on this third proposal was as follows: FOR: 40,789,535; AGAINST: 1,752,428; ABSTAIN: 324,389.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024 at the 2024-05-08 meeting.

“Stockholders approved the second proposal, ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024. The vote on this second proposal was as follows: FOR: 43,159,633; AGAINST: 1,960,437; ABSTAIN: 26,045.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Election of Directors at the 2024-05-08 meeting.

“Under the first proposal, each of the following nominees was elected to the Board, to hold office until his or her successor is elected and qualified, with the following voting results: Dave Schaeffer: FOR: 42,285,552 AGAINST: 538,071 ABSTAIN: 42,729 Marc Montagner: FOR: 41,653,813 AGAINST: 1,184,175 ABSTAIN: 28,364 D. Blake Bath: FOR: 40,415,370 AGAINST: 2,421,335 ABSTAIN: 29,647 Steven D. Brooks: FOR: 40,684,383 AGAINST: 2,152,968 ABSTAIN: 29,001 Paul de Sa: FOR: 42,271,598 AGAINST: 565,186 ABSTAIN: 29,568 Lewis H. Ferguson, III: FOR: 41,779,705 AGAINST: 1,057,521 ABSTAIN: 29,126 Eve Howard: FOR: 42,602,925 AGAINST: 233,752 ABSTAIN: 29,675 Deneen Howell: FOR: 42,267,908 AGAINST: 568,872 ABSTAIN: 29,572 Sheryl Kennedy: FOR: 41,894,866 AGAINST: 942,095 ABSTAIN: 29,391”

COGENT COMMUNICATIONS HOLDINGS, INC. incurred senior notes of $206,000,000 aggregate principal amount with Wilmington Trust, National Association at 7.924% maturing May 2029.

“On May 2, 2024 (the “Closing Date”), Cogent IPv4 LLC (the “Issuer”), a special-purpose, bankruptcy remote, indirect wholly owned subsidiary of Cogent Communications Holdings, Inc. (the “Company”), completed the previously announced financing transaction by issuing $206,000,000 aggregate principal amount of 7.924% secured IPv4 address revenue notes, Series 2024-1 Class A-2 (collectively, the “Notes”), with an anticipated term ending in May 2029 (such anticipated repayment date, the “ARD”)”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into New Guarantor Supplemental Indentures with Sprint Solutions Wireline LLC (effective 2024-05-02).

“On the Closing Date, Cogent Group entered into a first supplemental indenture to each of the indentures governing the Existing Notes to add Sprint Solutions Wireline LLC as a guarantor of the Existing Notes (collectively, the "New Guarantor Supplemental Indentures")”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into Guaranty with Cogent IPv4 Holdco LLC (effective 2024-05-02).

“The Notes are guaranteed by Cogent IPv4 Holdco LLC, a special-purpose entity and an indirect wholly owned subsidiary of the Company, as the Guarantor (the "Guarantor"), pursuant to a guaranty, dated as of the Closing Date (the "Guaranty")”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into Series 2024-1 Supplement with Wilmington Trust, National Association valued at $206,000,000 aggregate principal amount of 7.924% secured IPv4 address revenue notes, Series 2024-1 (effective 2024-05-02).

“The Notes were issued pursuant to an indenture, dated as of the Closing Date (the "Base Indenture"), as supplemented by the Series 2024-1 Supplement thereto, dated as of the Closing Date (the "Series 2024-1 Supplement")”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into Base Indenture with Wilmington Trust, National Association valued at $206,000,000 aggregate principal amount of 7.924% secured IPv4 address revenue notes, Series 2024-1 (effective 2024-05-02).

“The Notes were issued pursuant to an indenture, dated as of the Closing Date (the "Base Indenture"), as supplemented by the Series 2024-1 Supplement thereto, dated as of the Closing Date”

COGENT COMMUNICATIONS HOLDINGS, INC. reported financial results for the full year of 2023.

“On February 29, 2024, Cogent Communications Holdings, Inc. issued a press release summarizing its financial results for the fourth quarter of 2023 and the full year of 2023.”

COGENT COMMUNICATIONS HOLDINGS, INC. reported financial results for the fourth quarter of 2023.

“On February 29, 2024, Cogent Communications Holdings, Inc. issued a press release summarizing its financial results for the fourth quarter of 2023 and the full year of 2023.”

COGENT COMMUNICATIONS HOLDINGS, INC. reported financial results for the three months ended June 30, 2023.

“On November 9, 2023, Cogent Communications Holdings, Inc. issued a press release summarizing its financial results for the third quarter of 2023”

COGENT COMMUNICATIONS HOLDINGS, INC. reported the three months ended September 30, 2023 results: revenue $275.4 million.

“Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $275.4 million for the three months ended September 30, 2023”

Greg O'Connor departed as Vice President and Chief Operating Officer at COGENT COMMUNICATIONS HOLDINGS, INC..

“Cogent Communications Holdings, Inc. (the “Company”) announces the departure of Mr. Greg O’Connor, Vice President and Chief Operating Officer with effect from August 28, 2023.”

COGENT COMMUNICATIONS HOLDINGS, INC. reported second quarter 2023 results: revenue $239.8 million, EPS $23.84 per basic share.

“Service revenue increased from Q1 2023 to Q2 2023 by 56.1% to $239.8 million”

COGENT COMMUNICATIONS HOLDINGS, INC. reported Q2 2023 results: revenue $239.8 million, EPS $23.84 basic and $23.65 fully diluted.

“Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $239.8 million for the three months ended June 30, 2023, an increase of 56.1% from the three months ended March 31, 2023 and an increase of 61.5% from the three months ended June 30, 2022.”

COGENT COMMUNICATIONS HOLDINGS, INC. amended Second Amendment to Lease Agreement with Germanium LLC valued at $162,118 of additional fixed annual rent (effective 2023-07-25).

“On July 25, 2023, Cogent Communications, Inc., a wholly owned subsidiary of Cogent Communications Holdings, Inc. (the “Company”), entered into a Second Amendment to Lease Agreement (the “Amendment”), with Germanium LLC (“Germanium”), an entity owned by the Company’s Chief Executive Officer, David Schaeffer, which amends the Lease Agreement for technical space at 196 Van Buren Street, Herndon, VA (as amended, the “Network Operations Lease”).”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Advisory vote on the frequency of future stockholder advisory votes to approve named executive officer compensation at the 2023-05-03 meeting.

“For the fifth proposal, stockholders selected 1 YEAR as the recommended frequency of future stockholder advisory votes to approve named executive officer compensation. The vote on this fourth proposal was as follows: 1 YEAR: 40,356,509; 2 YEARS: 8,844; 3 YEARS: 876,325; ABSTAIN: 27,137. Broker non-votes for this fourth proposal were 2,535,472 shares.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Advisory vote to approve named executive officer compensation at the 2023-05-03 meeting.

“Stockholders approved the fourth proposal, an advisory vote to approve named executive officer compensation. The vote on this fourth proposal was as follows: FOR: 38,901,256; AGAINST: 2,321,024; ABSTAIN: 46,535. Broker non-votes for this fourth proposal were 2,535,472 shares.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023 at the 2023-05-03 meeting.

“Stockholders approved the third proposal, ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023. The vote on this third proposal was as follows: FOR: 40,985,489; AGAINST: 2,808,777; ABSTAIN: 10,021. Broker non-votes for this second proposal were zero (0) shares.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Approval of an amendment and restatement of the Company’s 2017 Incentive Award Plan at the 2023-05-03 meeting.

“Stockholders approved the second proposal, approval of an amendment and restatement of the Company’s 2017 Incentive Award Plan. The vote on this second proposal was as follows: FOR: 40,290,197; AGAINST: 953,660; ABSTAIN: 24,958. Broker non-votes for this second proposal were 2,535,472 shares.”

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Election of Directors at the 2023-05-03 meeting.

“Under the first proposal, each of the following nominees were elected to the Board, to hold office until his or her successor is elected and qualified, with the following voting results: Dave Schaeffer: FOR: 40,703,286 AGAINST: 552,418 ABSTAIN: 13,111”

Greg W. O'Connor was appointed as Vice President and Chief Operating Officer at COGENT COMMUNICATIONS HOLDINGS, INC..

“On May 3, 2023, the Board of Directors (the “Board”) of Cogent Communications Holdings, Inc. (the “Company”) appointed Greg W. O’Connor as Vice President and Chief Operating Officer of the Company.”

COGENT COMMUNICATIONS HOLDINGS, INC. reported the three months ended March 31, 2023 results: revenue $153.6 million, EPS $0.13.

“[WASHINGTON, D.C. May 4, 2023] Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $153.6 million for the three months ended March 31, 2023, an increase of 1.1% from the three months ended December 31, 2022 and an increase of 3.0% from the three months ended March 31, 2022. Foreign exchange rates positively impacted service revenue growth from the three months ended December 31, 2022 to the three months ended March 31, 2023 by $1.3 million and negatively impacted service revenue growth from the three months ended March 31, 2022 to the three months ended March 31, 2023 by $1.6 million. On a constant currency basis, service revenue increased by 0.2% from the three months ended December 31, 2022 to the three months ended March 31, 2023 and increased by 4.0% for the three months ended March 31, 2022 to the three months ended March 31, 2023. On-net service is provided to customers located in buildings that are physically connected to Cogent’s ne”

COGENT COMMUNICATIONS HOLDINGS, INC. completed an acquisition involving Sprint Communications LLC for purchase price of $1 payable to the Seller for the Purchased Interests, subject to adjustments for cash, working capital and other customary items, which result (closed 2023-05-01).

“On the Closing Date, the Buyer consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $1 payable to the Seller for the Purchased Interests, subject to adjustments for cash, working capital and other customary items, which resulted in the Buyer paying to the Seller approximately $61.1 million.”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into Customer Subscriber Agreement with T-Mobile USA, Inc. valued at Per service monthly fee plus certain third-party costs (effective 2022-09-07).

“In addition, on the Closing Date, the Buyer and TMUSA entered into an agreement for colocation, connectivity and voice services (the “Customer Subscriber Agreement”), pursuant to which the Buyer and certain of its affiliates will provide such services to the Seller for a per service monthly fee plus certain third-party costs incurred in providing the services.”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into IP Transit Agreement with T-Mobile USA, Inc. valued at $700 million aggregate consideration payable by TMUSA to an affiliate of Cogent (effective 2022-09-07).

“On the Closing Date, T-Mobile USA, Inc., a Delaware corporation and direct subsidiary of T-Mobile (“TMUSA”), entered into an agreement for IP transit services (the “IP Transit Agreement”), pursuant to which TMUSA will pay an affiliate of Cogent an aggregate of $700 million, consisting of (i) $350 million in equal monthly installments during the first year after the Closing Date and (ii) $350 million in equal monthly installments over the subsequent 42 months.”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into Transition Services Agreement with T-Mobile USA, Inc. valued at Not specified; fees based on historic practice and third-party costs at cost (effective 2022-09-07).

“Transition Services Agreement On the Closing Date, the Buyer entered into a transition services agreement (the “TSA”) with the Seller, pursuant to which the Seller and certain of its affiliates will provide to the Buyer and its affiliates, and the Buyer and certain of its affiliates will provide to the Seller and certain of its affiliates, on an interim basis following the Closing Date, certain specified services (the “Transition Services”) to ensure an orderly transition following the purchase and sale of the Wireline Business.”

COGENT COMMUNICATIONS HOLDINGS, INC. reported the year ended December 31, 2022 results: revenue $599.6 million.

“Service revenue increased from Q3 2022 to Q4 2022 by 1.3% to $152.0 million, increased from Q4 2021 to Q4 2022 by 3.2%, and increased from full year 2021 to 2022 by 1.7% to $599.6 million.”

COGENT COMMUNICATIONS HOLDINGS, INC. reported the three months ended December 31, 2022 results: revenue $152.0 million.

“Service revenue increased from Q3 2022 to Q4 2022 by 1.3% to $152.0 million, increased from Q4 2021 to Q4 2022 by 3.2%, and increased from full year 2021 to 2022 by 1.7% to $599.6 million.”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into New Leases with Germanium LLC valued at $39,914 (effective 2023-01-06).

“On January 6, 2023, Cogent Communications, Inc., a wholly owned subsidiary of Cogent Communications Holdings, Inc. (the “Company”), entered into two lease agreements (the “New Leases”), one with Thorium LLC and one with Germanium LLC, entities owned by the Company’s Chief Executive Officer, David Schaeffer.”

COGENT COMMUNICATIONS HOLDINGS, INC. entered into New Leases with Thorium LLC valued at $1,205,666 (effective 2023-01-06).

“On January 6, 2023, Cogent Communications, Inc., a wholly owned subsidiary of Cogent Communications Holdings, Inc. (the “Company”), entered into two lease agreements (the “New Leases”), one with Thorium LLC and one with Germanium LLC, entities owned by the Company’s Chief Executive Officer, David Schaeffer.”

COGENT COMMUNICATIONS HOLDINGS, INC. reported the three months ended September 30, 2022 results: revenue $150.0 million.

“Cogent Communications Holdings, Inc. (NASDAQ: CCOI) ("Cogent") today announced service revenue of $150.0 million for the three months ended September 30, 2022”

Eve Howard was appointed as director at COGENT COMMUNICATIONS HOLDINGS, INC..

“On June 24, 2022, the board of directors (the “Board”) of Cogent Communications Holdings, Inc. (the “Company”) appointed Ms. Eve Howard to serve as a director of the Company, effective July 1, 2022.”

Deneen Howell was appointed as Director at COGENT COMMUNICATIONS HOLDINGS, INC..

“On May 4, 2022, Cogent Communications Holdings, Inc. (the “Company”) announced the appointment of Ms. Deneen Howell as a director of the Company.”

Thaddeus G. Weed was appointed as Vice President, Chief Financial Officer and Treasurer (Principal Financial and Principal Accounting Officer) at COGENT COMMUNICATIONS HOLDINGS, INC..

“Mr. Thaddeus G. Weed will resume service as Vice President, Chief Financial Officer and Treasurer (Principal Financial and Principal Accounting Officer) of the Company, effective upon Mr. Wallace’s resignation.”

Sean Wallace resigned as Vice President, Chief Financial Officer and Treasurer at COGENT COMMUNICATIONS HOLDINGS, INC..

“On April 29, 2022, Cogent Communications Holdings, Inc. (the “Company”) announced that Sean Wallace resigned as Vice President, Chief Financial Officer and Treasurer of the Company, effective April 29, 2022.”

Paul de Sa was appointed as Director at COGENT COMMUNICATIONS HOLDINGS, INC..

“the Board has appointed Paul de Sa to serve as a director of the Company, effective December 31, 2021.”

Carolyn Katz resigned as Director at COGENT COMMUNICATIONS HOLDINGS, INC..

“On December 23, 2021, Carolyn Katz resigned from the board of directors (the “Board”) of Cogent Communications Holdings, Inc. (the “Company”), effective on December 31, 2021.”