Every material Form 8-K Cogent Communications Holdings has filed with the SEC since April 11, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Cogent Communications reported third-quarter 2026 service revenue of $231.2 million, down 1.8% from the second quarter and down 4.4% from a year earlier, and a net loss of $(0.62) per share. The company's board suspended its quarterly dividend on November 4, 2026, which removes a cash return for shareholders. Adjusted EBITDA rose 3.9% sequentially to $73.9 million, but the second quarter included a $130.7 million gain on a sale of data centers, so the sequential EPS comparison is distorted.
Service revenue was $231.2 million for Q3 2026, versus $235.6 million for Q2 2026 and $241.9 million... see note: Q3 2025 service revenue was not stated as a figure in the release text, so use only the reported percentage decline of 4.4% ye
Basic net loss per share was $(0.62) for Q3 2026, compared with basic net earnings of $1.39 in Q2 2026 and a basic net loss of $(0.87) in Q3 2025.
EBITDA, as adjusted, was $73.9 million, up 3.9% from Q2 2026, with a margin of 32.0%.
The Board voted on November 4, 2026 to suspend the dividend program.
Cogent Communications reported second-quarter 2026 service revenue of $235.6 million, down 1.5% from the first quarter and down 4.3% from a year earlier. Net income rose to $66.6 million, or $1.39 per basic share, mainly because of a $130.7 million gain from selling ten owned data centers for $224.2 million in net proceeds.
Service revenue was $235.6 million in Q2 2026, versus $239.2 million in Q1 2026; on-net revenue rose 6.2% from Q2 2025 to $150.2 million, including wavelengths.
Net income was $66.6 million, or $1.39 basic and $1.38 diluted per share, compared with a loss of $(0.83) per share in Q1 2026.
EBITDA, as adjusted for IP Transit Services Agreement payments, was $71.1 million, up 1.3% from Q1 2026, with a 30.2% margin.
The Board approved a $0.02 quarterly dividend payable September 4, 2026, to holders of record on August 21, 2026; the net leverage ratio, adjusted for amounts due from T-Mobile, declined to 6.23 from 6.79.
On June 15, 2026, two wholly owned subsidiaries of Cogent Communications Holdings signed a First Supplemental Indenture amending the 2025 indenture for their notes, after receiving consents from holders of a majority of the outstanding 6.500% Senior Secured Notes due 2032. The amendment raises the secured leverage ratio under the ratio liens basket from 4.00:1.00 to 4.75:1.00, while requiring at least 50% of data center sale proceeds to repurchase those notes at a discount and barring those proceeds from increasing restricted payment capacity. It also restricts transfers of indefeasible rights of use to unrestricted or non-guarantor subsidiaries.
Secured leverage ratio under the ratio liens basket increased from 4.00:1.00 to 4.75:1.00
At least 50% of data center sale proceeds must be used to repurchase the 6.500% Senior Secured Notes due 2032 at a discount
Proceeds from data center sales will not increase available restricted payment capacity
Cogent Group may not make restricted payments involving IRU dividends, distributions, sales, transfers or contributions, with limited exceptions
Cogent Communications Holdings, through its subsidiary Cogent Fiber, LLC, agreed on May 22, 2026 to sell 10 data center facilities, with certain personal property and customer contracts, to an affiliate of I Squared Capital for $225 million in cash. The company will guarantee certain obligations of the seller, and the sale is expected to close on the later of June 12, 2026 or after HSR antitrust approval, which shareholders can track against the November 18, 2026 termination date.
Purchase price is $225 million in cash for 10 facilities located in Phoenix, Anaheim, Burbank, Stockton, Atlanta, Chicago, Elkridge, Kansas City, Nashville and Houston.
Expected closing is the later of June 12, 2026 or expiration or termination of the Hart-Scott-Rodino waiting period.
Either party may terminate the agreement if the sale is not completed by November 18, 2026, subject to certain limitations.
Cogent agreed to guarantee certain obligations of the seller under the Purchase Agreement.
Cogent Communications stockholders approved the Third Amended and Restated 2017 Incentive Award Plan at the May 1, 2026 annual meeting. The plan adds 1.5 million shares and extends the award deadline to March 19, 2036. On May 4, 2026, the company also granted CEO David Schaeffer a 1,000,000-share restricted stock award that vests only if the stock's volume weighted average price reaches $70, $85 or $100.
Plan vote: 25,506,567 for, 8,664,157 against, 124,722 abstain, and 4,440,718 broker non-votes
CEO award tranches: 200,000 shares at $70.00, 300,000 at $85.00 and 500,000 at $100.00 VWAP targets
Schaeffer must remain CEO through December 31, 2028; unvested shares are forfeited February 28, 2031
All eight director nominees were elected, and Ernst & Young LLP was ratified as auditor with 38,382,379 votes for
Cogent reported first-quarter 2026 service revenue of $239.2 million, down 0.6% from the fourth quarter of 2025 and down 3.2% from the first quarter of 2025, with a net loss of $39.5 million, or $0.83 per share. Adjusted EBITDA was $70.2 million, up 2.1% from a year earlier but down 8.5% from the prior quarter, and the board approved a $0.02 per share quarterly dividend.
Service revenue was $239.2 million, down 0.6% sequentially and 3.2% year over year; off-net revenue fell 17.0% year over year.
Net loss was $39.5 million, or $(0.83) per share, compared with a net loss of $30.8 million in Q4 2025 and $52.0 million in Q1 2025.
EBITDA, as adjusted for IP Transit Services Agreement payments, was $70.2 million with a 29.3% margin; wavelength revenue rose 90.8% year over year to $13.6 million.
Board approved a $0.02 per share dividend payable June 2, 2026, to shareholders of record on May 18, 2026.
Cogent Communications reported fourth-quarter 2025 service revenue of $240.5 million, down 0.6% from the prior quarter and down 4.7% from a year earlier, and full-year 2025 service revenue of $975.8 million versus $1,036.1 million in 2024. Adjusted EBITDA rose to $76.7 million, and the basic and diluted net loss per share narrowed to $(0.64) from $(0.91) a year earlier, so revenue declined while profit measures improved for shareholders.
Q4 2025 service revenue was $240.5 million, down 0.6% sequentially and down 4.7% year over year.
Q4 2025 EBITDA, as adjusted, was $76.7 million, up 14.8% from $66.9 million in Q4 2024; the adjusted EBITDA margin was 31.9%.
Basic and diluted net loss per share was $(0.64) for Q4 2025 versus $(0.91) for Q4 2024; full-year 2025 was $(3.80) versus $(4.28) for 2024.
The Board approved a regular quarterly dividend of $0.02 per share payable March 20, 2026, and 2025 dividends totaled $150.1 million, or $3.05 per share.
Cogent Communications amended CEO David Schaeffer's employment agreement on December 31, 2025, extending the term through December 31, 2028 and setting a new salary, cash incentive and equity award structure. The filing also discloses retention restricted stock awards to three other senior officers, which vest on January 1, 2029.
New annual salary of $1 million and target annual cash incentive capped at $1.25 million, paid only if EBITDA growth is above zero
Schaeffer received 229,657 time-vesting and 321,520 performance-vesting restricted shares for 2026, valued at $5 million and $7 million respectively
CFO Thaddeus G. Weed, Chief Legal Officer John B. Chang and Chief Revenue Officer Mark Andrew Harris each received 100,000 restricted shares retention awards
Cogent Communications said its Board of Directors has allowed management to resume the company's stock repurchase program. The release says purchases may occur from time to time depending on market, economic and other factors, and the company is not obligated to buy any specific number of shares.
Board of Directors determined to allow management to resume the stock repurchase program, announced November 17, 2025.
Repurchases are not obligated and no specific number of shares or amount is set in the release.
The release contains no financial results, revenue, earnings or guidance figures.
Cogent Communications reported third-quarter 2025 service revenue of $241.9 million, down 1.7% from the second quarter and down 5.9% from a year earlier. Net loss narrowed to $41.5 million, or $0.87 per share, from $57.8 million, or $1.21 per share, in the prior quarter, and EBITDA rose 36.0% year over year to $48.8 million. Shareholders also face a paused stock buyback and a non-binding letter of intent to sell two data centers for $144.0 million in cash.
Service revenue was $241.9 million for Q3 2025, down from $246.2 million in Q2 2025.
Net loss per share was $(0.87) for Q3 2025, compared with $(1.21) in Q2 2025 and $(1.33) in Q3 2024.
Net cash from operating activities was $3.1 million, compared with a use of $44.0 million in Q2 2025.
Cogent is temporarily pausing its stock buyback program and approved a $0.02 per share quarterly dividend for Q4 2025.
Cogent Communications said its Vice President of Global Sales and Chief Revenue Officer, James Bubeck, will retire effective September 2, 2025. Mark Andrew Harris, currently Vice President of European Sales, will succeed him in that role upon Mr. Bubeck's retirement.
James Bubeck notified the company on August 11, 2025 of his intent to retire, effective September 2, 2025.
Mark Andrew Harris, age 61, will become Vice President of Global Sales and Chief Revenue Officer.
Mr. Harris joined the company in 2023 through its acquisition of Sprint Communications from T-Mobile and has worked in Sprint sales roles since April 2003.
Cogent Communications reported second-quarter 2025 service revenue of $246.2 million, down 0.3% from the first quarter and 5.5% from a year earlier, and a net loss of $57.8 million, or $(1.21) per share, compared with $(1.09) per share in the first quarter. The company also raised its quarterly dividend to $1.015 per share and increased its buyback program by $100.0 million, which matters to shareholders because it changes capital returns while headline revenue and loss figures moved in opposite directions.
Service revenue was $246.2 million for Q2 2025, versus $247.0 million for Q1 2025 and a 5.5% decline from Q2 2024.
Net loss was $57.8 million, or $(1.21) per share, versus $(1.09) per share in Q1 2025; EBITDA rose 10.8% sequentially to $48.5 million.
Net cash used in operating activities was $44.0 million in Q2 2025, compared with $36.4 million provided in Q1 2025.
The Board approved a regular quarterly dividend of $1.015 per share payable September 5, 2025, and a $100.0 million buyback increase running through December 31, 2026; $7.9 million remained available as of July 31, 2025.
Cogent's subsidiaries completed a $600.0 million offering of 6.500% senior secured notes due 2032 on June 17, 2025, with net proceeds of about $596.8 million. The proceeds were used to fully redeem $500.0 million of 3.500% senior secured notes due 2026, with the remainder expected for general corporate purposes and possible dividends to the parent company.
Notes: $600.0 million principal, 6.500% annual interest, maturing July 1, 2032
Net proceeds of approximately $596.8 million after offering expenses
$500.0 million of 3.500% Senior Secured Notes due 2026 redeemed in full on the closing date
Notes are guaranteed by the parent on a senior unsecured basis and by subsidiaries on a senior secured basis; the parent is not subject to the indenture covenants
At its May 7, 2025 annual meeting, Cogent Communications stockholders re-elected all eight nominated directors, approved a Second Amended and Restated 2017 Incentive Award Plan, and approved amended bylaws that set the board at six to eight directors. Stockholders also ratified Ernst & Young LLP as auditor and approved named executive officer compensation.
Plan adds 1.5 million shares and extends the award period to May 7, 2035
Board size set at not less than six nor more than eight directors, with the exact number fixed by the board
Eight directors elected; Dave Schaeffer received 40,232,177 FOR votes and Eve Howard 40,589,554
Say-on-pay FOR votes were 35,794,728 against 4,611,544 AGAINST
Cogent reported first-quarter 2025 service revenue of $247.0 million, down 2.1% from the fourth quarter of 2024 and 7.2% from the first quarter of 2024. The net loss was $52.0 million, or $1.09 per share, compared with a $0.91 per share loss in the fourth quarter and a $1.38 per share loss a year earlier, and the Board approved a quarterly dividend of $1.01 per share, up $0.005.
Service revenue was $247.0 million, down 2.1% sequentially and 7.2% year over year.
Net loss was $52.0 million, or $(1.09) per share, versus $(0.91) in Q4 2024 and $(1.38) in Q1 2024.
EBITDA rose 4.6% sequentially to $43.8 million; IPv4 address leasing revenue was $14.4 million, up 14.8% from Q4 2024.
Q2 2025 regular dividend of $1.01 per share is payable June 6, 2025 to holders of record on May 22, 2025.
Cogent Communications Holdings' subsidiary Cogent IPv4 LLC completed a $174.4 million offering of 6.646% secured notes on April 11, 2025, with an anticipated repayment date in April 2030. The notes are secured by Cogent's IPv4 addresses and related customer leases, and the filing describes covenants that could require collections to repay the notes if certain utilization or debt coverage thresholds are not met.
Aggregate principal of $174,400,000 in 6.646% Series 2025-1 Class A-2 notes issued on April 11, 2025
Anticipated repayment date in April 2030; legal final maturity in April 2055, with monthly interest payments
Second Amendment to the base indenture raised the Class A leverage ratio limit to 7.25 to 1.00 from 6.10 to 1.00
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