Form 8-K

8-K — COGENT COMMUNICATIONS HOLDINGS, INC.

Accession: 0001104659-26-054436

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001158324

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2613224d3_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613224d3_ex99-1.htm)

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8-K (Primary)

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false

0001158324

2026-05-04

iso4217:USD

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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):

May 4, 2026

Cogent Communications Holdings, Inc.

(Exact name of registrant as specified in

its charter)

Delaware

000-51829

46-5706863

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2450 N St NW,

Washington, D.C.

20037

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: 202-295-4200

Not

Applicable

(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:

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:

Title of Each Class

Trading Symbol

Name

of Each Exchange on which Registered

Common Stock, par value $0.001 per share

CCOI

NASDAQ Global Select Market

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 2.02 Results of Operations and Financial Condition.

On May 4, 2026, Cogent Communications Holdings, Inc. issued

a press release summarizing its financial results for the first quarter of 2026. The Company will hold a conference call regarding its

financial results at 8:30 a.m. ET on May 4, 2026, which will be simultaneously broadcast on a link available through the Company’s

website at www.cogentco.com. The press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K,

including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number

Description

99.1

Press Release of Cogent Communications Holdings, Inc. dated May 4, 2026. (filed herewith).

104

Cover Page Data File (the cover page XBRL tags are embedded within the iXBRL document).

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.

Cogent Communications Holdings, Inc.

May 4, 2026

By:

/s/ David Schaeffer

Name: David Schaeffer

Title: President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613224d3_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR

IMMEDIATE RELEASE

Cogent Contacts:

For Public Relations:

For Investor

Relations:

Jocelyn Johnson

John Chang

+ 1 (202) 295-4299

+ 1 (202) 295-4212

jajohnson@cogentco.com

investor.relations@cogentco.com

Cogent Communications

Reports First Quarter 2026 Results

Financial and Business Highlights

· Service

revenue was $239.2 million for Q1 2026 and was $240.5 million for Q4 2025.

o Wavelength

revenue increased by 12.3% sequentially from Q4 2025 to $13.6 million for Q1 2026 and increased

by 90.8% from Q1 2025.

§ Wavelength

customer connections increased by 9.6% sequentially from Q4 2025 to 2,263 connections for

Q1 2026 and increased by 71.2% from Q1 2025.

o On-net

revenue increased by 1.0% sequentially from Q4 2025 to $135.6 million for Q1 2026 and increased

by 4.6% from Q1 2025.

· Revenue

from leasing IPv4 addresses increased by 3.9% sequentially from Q4 2025 to $18.0 million

for Q1 2026 and increased by 24.8% from Q1 2025.

· EBITDA,

as adjusted, was $70.2 million for Q1 2026 and increased by 2.1% from Q1 2025.

o EBITDA,

as adjusted, margin was 29.3% for Q1 2026 and was 27.8% for Q1 2025.

· IP

Network traffic for Q1 2026 increased by 4% from Q4 2025 and increased by 14% from Q1 2025.

· Cogent

approved a quarterly dividend of $0.02 per share for Q2 2026.

[WASHINGTON, D.C. May 4, 2026]

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 facilities. On-net revenue was $135.6 million

for the three months ended March 31, 2026, an increase of 1.0% from the three months ended December 31, 2025 and an increase

of 4.6% from the three months ended March 31, 2025.

Off-net customers are located in buildings

directly connected to Cogent’s network using other carriers’ facilities and services to provide the last mile portion of

the link from the customers’ premises to Cogent’s network. Off-net revenue was $89.0 million for the three months ended March 31,

2026, a decrease of 4.2% from the three months ended December 31, 2025 and a decrease of 17.0% from the three months ended March 31,

2025.

Wavelength revenue was $13.6 million

for the three months ended March 31, 2026, an increase of 12.3% from the three months ended December 31, 2025 and an increase

of 90.8% from the three months ended March 31, 2025.

Non-core services are legacy services,

which Cogent acquired and continues to support but does not actively sell. Non-core revenue was $1.0 million for the three months ended

March 31, 2026, $1.2 million for the three months ended December 31, 2025 and $3.0 million for the three months ended March 31,

2025.

GAAP gross profit is defined as total

service revenue less network operations expense, depreciation and amortization and equity-based compensation included in network operations

expense. GAAP gross margin is defined as GAAP gross profit divided by total service revenue. GAAP gross profit increased by 4.0% from

the three months ended December 31, 2025 to $55.9 million for the three months ended March 31, 2026 and increased by 66.5%

from the three months ended March 31, 2025.

GAAP gross margin was 23.4% for the

three months ended March 31, 2026, 22.3% for the three months ended December 31, 2025 and 13.6% for the three months ended

March 31, 2025.

Page 2 of 19

Non-GAAP gross profit represents service

revenue less network operations expense, excluding equity-based compensation and amounts shown separately (depreciation and amortization

expense). Non-GAAP gross margin is defined as Non-GAAP gross profit divided by total service revenue. Non-GAAP gross profit decreased

by 2.0% from the three months ended December 31, 2025 to $110.3 million for the three months ended March 31, 2026 and increased

by 0.2% from the three months ended March 31, 2025.

Non-GAAP gross margin was 46.1% for

the three months ended March 31, 2026, 46.8% for the three months ended December 31, 2025 and 44.6% for the three months ended

March 31, 2025.

Net cash provided by (used in) operating

activities was $14.8 million for the three months ended March 31, 2026, $(6.0) million for the three months ended December 31,

2025 and $36.4 million for the three months ended March 31, 2025.

IP Transit Services Agreement

On May 1, 2023, the closing date

of the Sprint acquisition, Cogent and T-Mobile USA, Inc. (“TMUSA”), a Delaware corporation and direct subsidiary of

T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), entered into an agreement for IP transit services (the “IP

Transit Services Agreement”), pursuant to which TMUSA will pay Cogent an aggregate of $700.0 million, consisting of (i) $350.0

million paid in equal monthly installments during the first year after the closing date of the Sprint acquisition and (ii) $350.0

million paid in equal monthly installments over the subsequent 42 months. Amounts paid under the IP Transit Services Agreement were $25.0

million for each of the three months ended March 31, 2025, December 31, 2025 and March 31, 2026.

Earnings before interest, taxes, depreciation

and amortization (EBITDA), was $45.2 million for the three months ended March 31, 2026, $51.7 million for the three months ended

December 31, 2025 and $43.8 million for the three months ended March 31, 2025.

EBITDA margin, was 18.9% for the three

months ended March 31, 2026, 21.5% for the three months ended December 31, 2025 and 17.7% for the three months ended March 31,

2025.

Page 3 of 19

Earnings before interest, taxes, depreciation

and amortization (EBITDA), as adjusted, for cash paid under the IP Transit Services Agreement, was $70.2 million for the three months

ended March 31, 2026, $76.7 million for the three months ended December 31, 2025 and $68.8 million for the three months ended

March 31, 2025.

EBITDA margin, as adjusted for cash

paid under the IP Transit Services Agreement, was 29.3% for the three months ended March 31, 2026, 31.9% for the three months ended

December 31, 2025 and 27.8% for the three months ended March 31, 2025.

Basic and diluted net (loss) per share

was $(0.83) for the three months ended March 31, 2026, $(0.64) for the three months ended December 31, 2025 and was $(1.09)

for the three months ended March 31, 2025.

Total customer connections decreased

by 3.2% from March 31, 2025 to 116,809 as of March 31, 2026 and decreased by 0.7% from December 31, 2025. On-net customer

connections increased by 1.3% from March 31, 2025 to 87,899 as of March 31, 2026 and decreased by 0.1% from December 31,

2025. Off-net customer connections decreased by 12.7% from March 31, 2025 to 24,014 as of March 31, 2026 and decreased by 2.6%

from December 31, 2025. Wavelength customer connections increased by 71.2% from March 31, 2025 to 2,263 as of March 31,

2026 and increased by 9.6% from December 31, 2025. Non-core customer connections were 2,633 as of March 31, 2026, 2,979 as

of December 31, 2025 and 5,120 as of March 31, 2025.

The number of on-net buildings increased

by 105 on-net buildings from March 31, 2025 to 3,605 as of March 31, 2026 and increased by 26 on-net buildings from December 31,

2025.

Optical Wave Network

Acquiring the Sprint network has also

allowed Cogent to construct a wavelength network using predominantly owned fiber. This enabled Cogent to expand its product offerings

to include optical wavelength services. As of March 31, 2026, Cogent was offering optical wavelength services in 1,107 locations

in the United States, Mexico and Canada.

Page 4 of 19

Quarterly Dividend Approved

On May 1, 2026, Cogent’s

Board approved a regular quarterly dividend of $0.02 per share payable on June 2, 2026 to shareholders of record on May 18,

2026.

The payment of any future dividends

and any other returns of capital will be at the discretion of the Board and may be reduced, eliminated or increased and will be dependent

upon Cogent’s financial position, results of operations, available cash, cash flow, capital requirements, limitations under Cogent’s

debt indentures and other factors deemed relevant by the Board.

Conference Call and Website Information

Cogent will host a conference call with

financial analysts at 8:30 a.m. (ET) on May 4, 2026 to discuss Cogent’s operating results for the first quarter of 2026.

Investors and other interested parties may access a live audio webcast of the earnings call in the “Events” section of Cogent’s

website at www.cogentco.com/events. A replay of the webcast, together with the press release, will be available on the website

following the earnings call. A downloadable file of Cogent’s “Summary of Financial and Operational Results” and a transcript

of its conference call will also be available on Cogent’s website following the conference call.

About Cogent Communications

Cogent Communications (NASDAQ: CCOI)

is a multinational, Tier 1 facilities-based ISP. Cogent specializes in providing businesses with high-speed Internet access, Ethernet

transport, optical wavelength, optical transport and colocation services. Cogent’s facilities-based, all-optical IP network backbone

provides services in 306 markets globally.

Cogent Communications is headquartered

at 2450 N Street, NW, Washington, D.C. 20037. For more information, visit www.cogentco.com. Cogent Communications can be reached in the

United States at (202) 295-4200 or via email at info@cogentco.com.

# # #

Page 5 of 19

COGENT COMMUNICATIONS

HOLDINGS, INC., AND SUBSIDIARIES

Summary of Financial

and Operational Results

2025

2026

Metric ($ in 000’s, except share, per

share, customer connections and network related data) – unaudited

On-Net

revenue (13)

$ 129,628

$ 132,331

$ 135,267

$ 134,281

$ 135,568

Change from previous Qtr.

0.7 %

2.1 %

2.2 %

-0.7 %

1.0 %

Off-Net

revenue

$ 107,274

$ 102,177

$ 95,111

$ 92,909

$ 89,023

Change from previous Qtr.

-5.2 %

-4.8 %

-6.9 %

-2.3 %

-4.2 %

Wavelength

revenue (1)

$ 7,119

$ 9,057

$ 10,179

$ 12,097

$ 13,585

Change from previous Qtr.

2.2 %

27.2 %

12.4 %

18.8 %

12.3 %

Non-Core

revenue (2)

$ 3,027

$ 2,682

$ 1,392

$ 1,231

$ 1,011

Change from previous Qtr.

-10.3 %

-11.4 %

-48.1 %

-11.6 %

-17.9 %

Service

revenue – total (13)

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

Change from previous Qtr.

-2.1 %

-0.3 %

-1.7 %

-0.6 %

Constant

currency total revenue quarterly growth rate – sequential quarters (3) (13)

-1.9 %

-1.3 %

-2.1 %

-0.5 %

-0.7 %

Constant

currency total revenue quarterly growth rate – year over year quarters (3) (13)

-6.7 %

-6.0 %

-6.6 %

-5.7 %

-4.6 %

Constant

currency and excise tax impact on total revenue quarterly growth rate – sequential quarters (3) (13)

-1.6 %

-1.2 %

-1.8 %

-0.8 %

-0.5 %

Constant

currency and excise tax impact on total revenue quarterly growth rate – year over year quarters (3) (13)

-6.6 %

-6.3 %

-6.4 %

-5.3 %

-4.3 %

Excise

Taxes included in service revenue (4)

$ 20,200

$ 19,998

$ 19,188

$ 19,786

$ 19,490

Change from previous Qtr.

-3.6 %

-1.0 %

-4.1 %

3.1 %

-1.5 %

IPv4

Revenue, included in On-Net revenue

$ 14,413

$ 15,320

$ 17,475

$ 17,323

$ 17,992

Change from previous Qtr.

14.8 %

6.3 %

14.1 %

-0.9 %

3.9 %

IPv4

Addresses Billed

12,879,749

13,187,109

14,600,974

15,274,488

15,203,726

Change from previous Qtr.

-1.2 %

2.4 %

10.7 %

4.6 %

-0.5 %

Corporate

revenue (5)

$ 110,686

$ 109,047

$ 105,201

$ 102,817

$ 101,041

Change from previous Qtr.

-2.1 %

-1.5 %

-3.5 %

-2.3 %

-1.7 %

Net-centric

revenue (5) (13)

$ 92,615

$ 97,309

$ 100,288

$ 103,353

$ 105,756

Change from previous Qtr.

-1.1 %

5.1 %

3.1 %

2.3 %

Page 6 of 19

Enterprise

revenue (5)

$ 43,747

$ 39,891

$ 36,460

$ 34,348

$ 32,390

Change from previous Qtr.

-4.1 %

-8.8 %

-8.6 %

-5.8 %

-5.7 %

Network

operations expenses (4)

$ 136,949

$ 136,986

$ 131,107

$ 128,035

$ 128,910

Change from previous Qtr.

-11.5 %

0.0 %

-4.3 %

-2.3 %

0.7 %

GAAP

gross profit (6)

$ 33,571

$ 33,465

$ 49,843

$ 53,742

$ 55,903

Change from previous Qtr.

12.5 %

-0.3 %

48.9 %

7.8 %

4.0 %

GAAP

gross margin (6)

13.6 %

20.6 %

22.3 %

23.4 %

Non-GAAP

gross profit (3) (7)

$ 110,099

$ 109,261

$ 110,842

$ 112,483

$ 110,277

Change from previous Qtr.

12.8 %

-0.8 %

1.4 %

1.5 %

-2.0 %

Non-GAAP

gross margin (3) (7)

44.6 %

44.4 %

45.8 %

46.8 %

46.1 %

Selling,

general and administrative expenses (8)

$ 66,340

$ 60,766

$ 62,061

$ 60,740

$ 65,094

Change from previous Qtr.

19.0 %

-8.4 %

2.1 %

-2.1 %

7.2 %

Depreciation

and amortization expense

$ 76,038

$ 75,290

$ 60,429

$ 58,422

$ 54,055

Change from previous Qtr.

13.0 %

-1.0 %

-19.7 %

-3.3 %

-7.5 %

Equity-based

compensation expense

$ 8,013

$ 4,664

$ 8,932

$ 4,808

$ 7,563

Change from previous Qtr.

9.1 %

-41.8 %

91.5 %

-46.2 %

57.3 %

Operating

income (loss)

$ (40,292 )

$ (31,459 )

$ (18,128 )

$ (11,329 )

$ (13,507 )

Change from previous Qtr.

23.0 %

21.9 %

42.4 %

37.5 %

-19.2 %

Interest

expense (9)

$ 34,015

$ 48,688

$ 43,146

$ 54,135

$ 47,944

Change from previous Qtr.

-25.0 %

43.1 %

-11.4 %

25.5 %

-11.4 %

Non-cash

change in valuation – Swap Agreement (9)

$ 201

$ (8,911 )

$ 223

$ (9,758 )

$ (4,069 )

Net

loss

$ (52,042 )

$ (57,807 )

$ (41,544 )

$ (30,781 )

$ (39,542 )

Basic

net loss per common share

$ (1.09 )

$ (1.21 )

$ (0.87 )

$ (0.64 )

$ (0.83 )

Diluted

net loss per common share

$ (1.09 )

$ (1.21 )

$ (0.87 )

$ (0.64 )

$ (0.83 )

Weighted average common

shares – basic

47,676,735

47,592,836

47,603,287

47,724,101

47,774,617

Change from previous Qtr.

0.3 %

-0.2 %

0.0 %

0.3 %

0.1 %

Weighted average common

shares – diluted

47,676,735

47,592,836

47,603,287

47,724,101

47,774,617

Change from previous Qtr.

0.3 %

-0.2 %

0.0 %

0.3 %

0.1 %

EBITDA (3)

$ 43,759

$ 48,495

$ 48,781

$ 51,743

$ 45,183

Change from previous Qtr.

4.6 %

10.8 %

0.6 %

6.1 %

-12.7 %

Page 7 of 19

EBITDA

margin (3)

17.7 %

19.7 %

20.2 %

21.5 %

18.9 %

Cash

payments under IP Transit Services Agreement (10)

$ 25,000

EBITDA,

as adjusted for payments under IP Transit Services Agreement (3) (10)

$ 68,759

$ 73,495

$ 73,781

$ 76,743

$ 70,183

Change from previous Qtr.

2.9 %

6.9 %

0.4 %

4.0 %

-8.5 %

EBITDA,

as adjusted for cash payments under IP Transit Services Agreement, margin (3) (10)

27.8 %

29.8 %

30.5 %

31.9 %

29.3 %

Net

cash provided by (used in) operating activities

$ 36,351

$ (44,039 )

$ 3,100

$ (5,992 )

$ 14,834

Change from previous Qtr.

150.1 %

-221.1 %

107.0 %

-293.3 %

347.6 %

Capital

expenditures

$ 58,088

$ 56,200

$ 36,250

$ 37,031

$ 46,239

Change from previous Qtr.

26.0 %

-3.3 %

-35.5 %

2.2 %

24.9 %

Principal

payments of capital (finance) lease obligations

$ 8,003

$ 8,520

$ 8,791

$ 8,528

$ 13,356

Change from previous Qtr.

-71.4 %

6.5 %

3.2 %

-3.0 %

56.6 %

Dividends

paid

$ 49,133

$ 49,560

$ 49,066

$ 2,304

$ 1,299

Gross

Leverage Ratio (3)

6.69

8.65

8.24

8.04

8.02

Net

Leverage Ratio (3)

6.08

7.52

7.44

7.34

7.41

Gross

Leverage Ratio, adjusted for amounts Due from T-Mobile (3) (14)

5.81

7.74

7.45

7.35

7.40

Net

Leverage Ratio, adjusted for amounts Due from T-Mobile (3) (14)

5.21

6.61

6.65

6.64

6.79

Gross

Leverage Ratio under the Company’s Indentures (3)

5.86

6.82

5.66

6.13

6.10

Secured

Leverage Ratio under the Company’s Indentures (3)

3.44

4.20

3.49

3.80

3.79

Interest

Coverage Ratio under the Company’s Indentures (3)

2.80

2.43

2.62

2.39

2.29

Customer

Connections – end of period (13)

On-Net

customer connections

86,781

87,407

87,767

87,944

87,899

Change from previous Qtr.

-0.8 %

0.7 %

0.4 %

0.2 %

-0.1 %

Off-Net

customer connections

27,508

26,239

25,518

24,656

24,014

Change from previous Qtr.

-5.0 %

-4.6 %

-2.7 %

-3.4 %

-2.6 %

Wavelength

customer connections (1)

1,322

1,469

1,750

2,064

2,263

Change from previous Qtr.

18.2 %

11.1 %

19.1 %

17.9 %

9.6 %

Page 8 of 19

Non-Core

customer connections (2)

5,120

3,615

3,244

2,979

2,633

Change from previous Qtr.

-11.8 %

-29.4 %

-10.3 %

-8.2 %

-11.6 %

Total

customer connections (13)

120,731

118,730

118,279

117,643

116,809

Change from previous Qtr.

-2.1 %

-1.7 %

-0.4 %

-0.5 %

-0.7 %

Corporate

customer connections (5)

45,295

44,307

43,391

42,579

41,903

Change from previous Qtr.

-2.3 %

-2.2 %

-2.1 %

-1.9 %

-1.6 %

Net-centric

customer connections (5) (13)

61,795

62,659

63,875

64,551

65,098

Change from previous Qtr.

-0.7 %

1.4 %

1.9 %

1.1 %

0.8 %

Enterprise

customer connections (5)

13,641

11,764

11,013

10,513

9,808

Change from previous Qtr.

-7.7 %

-13.8 %

-6.4 %

-4.5 %

-6.7 %

On-Net

Buildings – end of period

Multi-Tenant

office buildings

1,867

1,871

1,869

1,881

1,875

Carrier

neutral data center buildings

1,453

1,471

1,482

1,511

1,545

Cogent

data centers

101

100

Cogent

edge data centers

Total

on-net buildings

3,500

3,529

3,537

3,579

3,605

Total

carrier neutral data center nodes

1,668

1,675

1,686

1,715

1,744

Wave

enabled locations

883

938

996

1,068

1,107

Square

feet – multi-tenant office buildings – on-net

1,015,459,520

1,017,918,826

1,017,433,216

1,025,139,485

1,024,433,714

Total

Technical Buildings Owned (11)

482

Square

feet – Technical Buildings Owned (11)

1,603,569

Network

– end of period

Intercity

route miles – Leased

79,867

73,075

72,955

73,218

73,769

Metro

route miles – Leased

30,788

31,297

31,388

32,634

33,036

Metro

fiber miles – Leased

90,696

92,631

93,338

96,663

97,916

Intercity

route miles – Owned

21,883

Metro

route miles – Owned

1,704

Connected

networks – AS’s

8,240

8,085

8,043

7,659

7,630

Page 9 of 19

Headcount

– end of period (12)

Sales force

– quota bearing (12)

629

628

617

590

568

Sales force

– total (12)

820

802

777

749

Total employees

(12)

1,899

1,889

1,882

1,833

1,795

Sales

rep productivity – units per full time equivalent sales rep (“FTE”) per month

3.8

4.8

4.6

4.1

FTE

– sales reps

605

588

592

585

559

(1) In connection with the acquisition

of the Wireline Business, Cogent began to provide optical wavelength services and optical transport services over its fiber network.

(2) Consists of legacy services

of companies whose assets or businesses were acquired by Cogent.

(3) See Schedules of Non-GAAP measures

below for definitions and reconciliations to GAAP measures.

(4) Network operations expense

excludes equity-based compensation expense of $490, $506, $570, $319 and $319 in the three-month periods ended March 31, 2025 through

March 31, 2026 respectively. Network operations expense includes excise taxes, including Universal Service Fund fees, of $20,200,

$19,998, $19,188, $19,786 and $19,490 in the three-month periods ended March 31, 2025 through March 31, 2026, respectively.

(5) In connection with the acquisition

of the Wireline Business, Cogent classified revenue and customer connections as follows:

· $12.9

million of the Wireline Business monthly recurring revenue and 17,823 customer connections

as corporate revenue and corporate customer connections, respectively,

· $6.5

million of monthly recurring revenue and 5,711 customer connections as net-centric revenue

and net-centric customer connections, respectively, and

· $20.1

million of monthly recurring revenue and 23,209 customer connections as enterprise revenue

and enterprise customer connections, respectively.

· Conversely,

Cogent reclassified $0.3 million of monthly recurring revenue and 387 customer connections

of legacy Cogent monthly recurring revenue to enterprise revenue and enterprise customer

connections, respectively.

(6) GAAP gross profit is defined

as total service revenue less network operations expense, depreciation and amortization and equity-based compensation included in network

operations expense. GAAP gross margin is defined as GAAP gross profit divided by total service revenue.

(7) Non-GAAP gross profit represents

service revenue less network operations expense, excluding equity-based compensation and amounts shown separately (depreciation and amortization

expense). Non-GAAP gross margin is defined as non-GAAP gross profit divided by total service revenue. Management believes that non-GAAP

gross profit and non-GAAP gross margin are relevant measures to provide investors. Management uses them to measure the margin available

to the company after network service costs, in essence a measure of the efficiency of the Company’s network.

(8) Excludes equity-based compensation

expense of $7,523, $4,158, $8,362, $4,489 and $7,244 in the three-month periods ended March 31, 2025 through March 31, 2026,

respectively.

(9) Through February 5, 2026,

Cogent was party to an interest rate swap agreement (the “Swap Agreement”) that has the economic effect of modifying the

fixed interest rate obligation associated with its Senior Secured 2026 Notes to a variable interest rate obligation based on the Secured

Overnight Financing Rate (“SOFR”) so that the interest payable on Cogent’s 2026 Notes effectively became variable based

on overnight SOFR. Interest expense includes payments of $9,880 and $4,078 for the three-month periods ended December 31, 2025 and

March 31, 2026, respectively, related to the Swap Agreement. Under GAAP, changes in the valuation of the Swap Agreement are classified

with interest expense in the condensed consolidated statements of comprehensive (loss) income.

(10) Includes cash payments under

the IP Transit Services Agreement, as discussed above, of

· $25.0

million for the three months ended March 31, 2025, and

· $25.0

million for the three months ended June 30, 2025,

· $25.0

million for the three months ended September 30, 2025,

· $25.0

million for the three months ended December 31, 2025, and

· $25.0

million for the three months ended March 31, 2026.

(11) In connection with the acquisition

of the Wireline Business, Cogent acquired 482 technical buildings. Cogent converted 52 of those buildings to Cogent Data Centers and

87 into Cogent Edge Data Centers.

(12) In connection with the acquisition

of the Wireline Business, Cogent hired 942 total employees, including 75 quota bearing sales employees and 114 sales employees.

· As

of March 31, 2025, there were 618 employees remaining from the original Wireline Business

employees.

· As

of June 30, 2025, there were 603 employees remaining from the original Wireline Business

employees.

Page 10 of 19

· As

of September 30, 2025, there were 588 employees remaining from the original Wireline

Business employees.

· As

of December 31, 2025, there were 569 employees remaining from the original Wireline

Business employees.

· As

of March 31, 2026, there were 559 employees remaining from the original Wireline Business

employees.

(13) Net-centric

revenue under the CSA (predominantly on-net revenue) was

· $0.7

million for the three months ended March 31, 2025,

· $1.1

million for the three months ended June 30, 2025,

· $0.4

million for the three months ended September 30, 2025,

· $0.4

million for the three months ended December 31, 2025, and

· $0.5

million for the three months ended March 31, 2026.

Net-centric customer

connections under the CSA were:

· 1,478

as of March 31, 2025,

· 1,595

as of June 30, 2025,

· 1,666

as of September 30, 2025,

· 1,676

as of December 31, 2025, and

· 1,676

as of March 31, 2026.

(14) Amounts Due

from T-Mobile include 1) Due from T-Mobile, IP Transit Services Agreement, current portion, 1) Due from T-Mobile, IP Transit

Services Agreement, long-term portion and 3) Due from T-Mobile, Purchase Agreement, all amounts net of their applicable discounts. These

amounts totaled $265,090, $244,821, $224,167, $203,120 and $181,670 as of March 31, 2025 to March 31, 2026, respectively.

NM Not

meaningful

Schedules of Non-GAAP Measures

EBITDA, EBITDA, as adjusted for

cash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA, as adjusted for cash payments made

to the Company under the IP Transit Services Agreement, margin

EBITDA represents net cash flows provided

by operating activities plus changes in operating assets and liabilities, cash interest expense and cash income tax expense. Management

believes the most directly comparable measure to EBITDA calculated in accordance with generally accepted accounting principles in the

United States, or GAAP, is net cash provided by operating activities. The Company also believes that EBITDA is a measure frequently used

by securities analysts, investors, and other interested parties in their evaluation of issuers. EBITDA, as adjusted for cash payments

under the IP Transit Services Agreement with T-Mobile, represents EBITDA and cash payments made to the Company under the IP Transit Agreement.

EBITDA margin is defined as EBITDA divided by total service revenue. EBITDA, as adjusted for cash payments made to the Company under

the IP Transit Agreement margin is defined as EBITDA, as adjusted for cash payments made to the Company under the IP Transit Agreement,

divided by total service revenue.

The Company believes that EBITDA, EBITDA,

as adjusted for cash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA as adjusted for cash

payments made to the Company under the IP Transit Services Agreement margin are useful measures of its ability to service debt, fund

capital expenditures, pay dividends and expand its business. The company believes its EBITDA, as adjusted for cash payments made to the

Company under the IP Transit Services Agreement, is a useful measure because it includes recurring cash flows stemming from the IP Transit

Services Agreement that are of the same type as contracted payments under commercial contracts. The measurements are an integral part

of the internal reporting and planning system used by management as a supplement to GAAP financial information. EBITDA, EBITDA, as adjusted

for cash payments made to the Company under the IP Transit Agreement, EBITDA margin and EBITDA as adjusted for cash payments made to

the Company under the IP Transit Agreement margin are not recognized terms under GAAP and accordingly, should not be viewed in isolation

or as a substitute for the analysis of results as reported under GAAP, but rather as a supplemental measure to GAAP. For example, these

measures are not intended to reflect the Company’s free cash flow, as they do not consider certain current or future cash requirements,

such as capital expenditures, contractual commitments, and changes in working capital needs, interest expenses and debt service requirements.

The Company’s calculations of these measures may also differ from the calculations performed by its competitors and other companies

and as such, their utility as a comparative measure is limited.

Page 11 of 19

EBITDA, and EBITDA, as adjusted cash

payments made to the Company under the IP Transit Services Agreement, are reconciled to net cash provided by operating activities in

the table below.

2025

2026

($ in 000’s) – unaudited

Net

cash provided by (used in) operating activities

$ 36,351

$ (44,039 )

$ 3,100

$ (5,992 )

$ 14,834

Changes

in operating assets and liabilities

$ (26,614 )

$ 42,244

$ 8,941

$ 7,795

$ (13,375 )

Cash interest

expense and income tax expense

34,022

50,290

36,740

49,940

43,724

EBITDA

$ 43,759

$ 48,495

$ 48,781

$ 51,743

$ 45,183

PLUS: Cash

payments made to the Company under IP Transit Services Agreement

25,000

EBITDA,

as adjusted for cash payments made to the Company under IP Transit Services Agreement

$ 68,759

$ 73,495

$ 73,781

$ 76,743

$ 70,183

EBITDA

margin

17.7 %

19.7 %

20.2 %

21.5 %

18.9 %

EBITDA,

as adjusted for cash payments made to the Company under IP Transit Services Agreement, margin

27.8 %

29.8 %

30.5 %

31.9 %

29.3 %

Constant currency revenue is reconciled to service revenue as reported in the tables below.

Constant currency impact on revenue

changes – sequential periods

($ in 000’s)

– unaudited

2025

2026

Service

revenue, as reported – current period

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

Impact

of foreign currencies on service revenue

542

(2,419 )

(938 )

191

(253 )

Service

revenue - as adjusted for currency impact (1)

$ 247,590

$ 243,828

$ 241,011

$ 240,709

$ 238,934

Service

revenue, as reported – prior sequential period

$ 252,291

$ 247,048

$ 246,247

$ 241,949

$ 240,518

Constant

currency revenue increase (decrease)

$ (4,701 )

$ (3,220 )

$ (5,236 )

$ (1,240 )

$ (1,584 )

Constant

currency revenue percent increase (decrease)

-1.9 %

-1.3 %

-2.1 %

-0.5 %

-0.7 %

(1) Service

revenue, as adjusted for currency impact, is determined by translating the service revenue

for the current period at the average foreign currency exchange rates for the prior sequential

period. The Company believes that disclosing quarterly sequential revenue growth without

the impact of foreign currencies on service revenue is a useful measure of sequential revenue

growth. Service revenue, as adjusted for currency impact, is an integral part of the internal

reporting and planning system used by management as a supplement to GAAP financial information.

Constant currency impact on revenue

changes – prior year periods

($ in 000’s)

– unaudited

2025

2026

Service

revenue, as reported – current period

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

Impact

of foreign currencies on service revenue

1,258

(1,507 )

(1,806 )

(2,659 )

(3,420 )

Service

revenue - as adjusted for currency impact (2)

$ 248,306

$ 244,740

$ 240,143

$ 237,859

$ 235,767

Service

revenue, as reported – prior year period

$ 266,168

$ 260,443

$ 257,202

$ 252,291

$ 247,048

Constant

currency revenue increase

$ (17,862 )

$ (15,703 )

$ (17,059 )

$ (14,432 )

$ (11,281 )

Constant

currency percent revenue increase

-6.7 %

-6.0 %

-6.6 %

-5.7 %

-4.6 %

(2) Service

revenue, as adjusted for currency impact, is determined by translating the service revenue

for the current period at the average foreign currency exchange rates for the comparable

prior year period. The Company believes that disclosing year over year revenue growth without

the impact of foreign currencies on service revenue is a useful measure of revenue growth.

Service revenue, as adjusted for currency impact, is an integral part of the internal reporting

and planning system used by management as a supplement to GAAP financial information.

Page 12 of 19

Revenue on a constant currency basis

and adjusted for the impact of excise taxes is reconciled to service revenue as reported in the tables below.

Constant currency and excise tax

impact on revenue changes – sequential periods

($ in 000’s)

– unaudited

2025

2026

Service

revenue, as reported – current period

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

Impact

of foreign currencies on service revenue

542

(2,419 )

(938 )

191

(253 )

Impact

of excise taxes on service revenue

760

202

832

(598 )

296

Service

revenue - as adjusted for currency and excise taxes impact (3)

$ 248,350

$ 244,030

$ 241,843

$ 240,111

$ 239,230

Service

revenue, as reported – prior sequential period

$ 252,291

$ 247,048

$ 246,247

$ 241,949

$ 240,518

Constant

currency and excise taxes revenue increase (decrease)

$ (3,941 )

$ (3,018 )

$ (4,404 )

$ (1,838 )

$ (1,288 )

Constant

currency and excise tax revenue percent increase (decrease)

-1.6 %

-1.2 %

-1.8 %

-0.8 %

-0.5 %

(3) Service

revenue, as adjusted for currency impact and the impact of excise taxes, is determined by

translating the service revenue for the current period at the average foreign currency exchange

rates for the prior sequential period and adjusting for the changes in excise taxes recorded

as revenue between the periods presented. The Company believes that disclosing quarterly

sequential revenue growth without the impact of foreign currencies and excise taxes on service

revenue is a useful measure of sequential revenue growth. Service revenue, as adjusted for

the impact of foreign currency and excise taxes, is an integral part of the internal reporting

and planning system used by management as a supplement to GAAP financial information.

Constant currency and excise tax

impact on revenue changes – prior year periods

($ in 000’s)

– unaudited

2025

2026

Service

revenue, as reported – current period

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

Impact

of foreign currencies on service revenue

1,258

(1,507 )

(1,806 )

(2,659 )

(3,420 )

Impact

of excise taxes on service revenue

349

(816 )

586

1,174

710

Service

revenue - as adjusted for currency and excise taxes impact (4)

$ 248,655

$ 243,924

$ 240,729

$ 239,033

$ 236,477

Service

revenue, as reported – prior year period

$ 266,168

$ 260,443

$ 257,202

$ 252,291

$ 247,048

Constant

currency and excise taxes revenue increase

$ (17,513 )

$ (16,519 )

$ (16,473 )

$ (13,258 )

$ (10,571 )

Constant

currency and excise tax percent revenue increase

-6.6 %

-6.3 %

-6.4 %

-5.3 %

-4.3 %

(4) Service

revenue, as adjusted for currency impact and the impact of excise taxes, is determined by

translating the service revenue for the current period at the average foreign currency exchange

rates for the prior year period and adjusting for the changes in excise taxes recorded as

revenue between the periods presented. The Company believes that disclosing quarterly sequential

revenue growth without the impact of foreign currencies and excise taxes on service revenue

is a useful measure of sequential revenue growth. Service revenue, as adjusted for the impact

of foreign currency and excise taxes, is an integral part of the internal reporting and planning

system used by management as a supplement to GAAP financial information.

Non-GAAP gross profit and non-GAAP

gross margin

Non-GAAP gross profit and non-GAAP

gross margin are reconciled to GAAP gross profit and GAAP gross margin in the table below.

2025

2026

($ in 000’s) – unaudited

Service revenue

total

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

Minus - Network operations expense

including equity-based compensation and depreciation and amortization expense

213,477

212,782

192,106

186,776

183,284

GAAP Gross Profit (5)

$ 33,571

$ 33,465

$ 49,843

$ 53,742

$ 55,903

Plus - Equity-based compensation

– network operations expense

490

506

570

319

Plus – Depreciation and

amortization expense

$ 76,038

$ 75,290

$ 60,429

$ 58,422

$ 54,055

Non-GAAP Gross Profit (6)

$ 110,099

$ 109,261

$ 110,842

$ 112,483

$ 110,277

GAAP Gross Margin (5)

13.6 %

20.6 %

22.3 %

23.4 %

Non-GAAP Gross Margin (6)

44.6 %

44.4 %

45.8 %

46.8 %

46.1 %

(5) GAAP

gross profit is defined as total service revenue less network operations expense, depreciation

and amortization and equity-based compensation included in network operations expense. GAAP

gross margin is defined as GAAP gross profit divided by total service revenue.

(6) Non-GAAP

gross profit represents service revenue less network operations expense, excluding equity-based

compensation and amounts shown separately (depreciation and amortization expense). Non-GAAP

gross margin is defined as non-GAAP gross profit divided by total service revenue. Management

believes that non-GAAP gross profit and non-GAAP gross margin are relevant measures for investors,

as they are metrics that management uses to measure the margin and amount available to the

Company after network service costs, in essence, these are measures of the efficiency of

the Company’s network.

Page 13 of 19

Gross and Net Leverage Ratios

Gross leverage ratio is defined as total

debt divided by the trailing 12 months EBITDA, as adjusted for cash payments under the IP Transit Services Agreement. Net leverage ratio

is defined as total net debt (total debt minus cash and cash equivalents) divided by the last 12 months EBITDA, as adjusted for cash

payments under the IP Transit Services Agreement. Gross leverage, adjusted for amounts Due from T-Mobile, is defined as total debt minus

amounts due from T-Mobile divided by the last 12 months EBITDA, as adjusted for cash payments under the IP Transit Services Agreement.

Net leverage, adjusted for amounts Due from T-Mobile, is defined as total net debt (total debt minus cash and cash equivalents) minus

amounts due from T-Mobile divided by the last 12 months EBITDA, as adjusted for cash payments under the IP Transit Services Agreement.

Cogent’s gross leverage ratios

and net leverage ratios are shown below.

($ in 000’s)

– unaudited

March 31, 2025

June 30, 2025

September 30, 2025

December 31, 2025

March 31, 2026

Cash

and cash equivalents & restricted cash

$ 183,970

$ 306,725

$ 226,294

$ 205,112

$ 179,265

Debt

Capital

(finance) leases – current portion

24,685

26,523

24,990

26,112

23,967

Capital

(finance) leases – long term

543,852

578,634

576,851

597,239

604,981

Senior

Secured 2032 Notes

600,000

Senior

Secured 2026 Notes

500,000

Secured

IPv4 Notes

206,000

380,400

Senior

Unsecured 2027 Notes

750,000

Total debt

2,024,537

2,335,557

2,332,241

2,353,751

2,359,348

Total net

debt

1,840,567

2,028,832

2,105,947

2,148,639

2,180,083

Trailing

12 months EBITDA, as adjusted for cash payments from the IP Transit Services Agreement

302,636

269,968

282,888

292,785

294,202

Gross leverage

ratio

6.69

8.65

8.24

8.04

8.02

Net leverage

ratio

6.08

7.52

7.44

7.34

7.41

Total amounts

Due from T-Mobile

$ 265,090

$ 244,821

$ 224,167

$ 203,120

$ 181,670

Total debt,

adjusted for amounts Due from T-Mobile

1,759,447

2,090,736

2,108,074

2,150,631

2,177,678

Total net

debt, adjusted for amounts Due from T-Mobile

1,575,477

1,784,011

1,881,780

1,945,519

1,998,413

Gross leverage

ratio, adjusted for amounts Due from T-Mobile

5.81

7.74

7.45

7.35

7.40

Net leverage

ratio, adjusted for amounts Due from T-Mobile

5.21

6.61

6.65

6.64

6.79

Ratios under the Company’s

indentures

Consolidated Leverage Ratio is defined

in the Company’s Indentures as total debt divided by Consolidated Cash Flow (as defined in the Company’s Indentures) for

the most recently completed period of four consecutive fiscal quarters of the Company (the “Reference Period”), subject to

certain adjustments provided for in the Company’s Indentures. Secured Leverage Ratio is defined in the Company’s Indentures

as total secured debt divided by Consolidated Cash Flow for the Reference Period, subject to certain adjustments provided for in the

Company’s Indentures. Net leverage ratio is presented as total net debt (total debt minus cash and cash equivalents) divided by

the last 12 months Consolidated Cash Flow. Net leverage ratio is not a defined term in the Company’s Indentures. Fixed Charge Coverage

Ratio is defined in the Company’s Indentures as Consolidated Cash Flow for the Reference Period divided by Fixed Charges (as defined

in the Company’s Indentures) for the Reference Period, which largely consist of interest expense, subject to certain adjustments

provided for in the Company’s Indentures. Cogent’s ratios are shown in the table below.

Page 14 of 19

($ in 000’s)

– unaudited

March 31, 2025

June 30, 2025 (2)

September 30, 2025 (2)

December 31, 2025 (2)

March 31, 2026 (2)

Cash

and cash equivalents & restricted cash

$ 165,676

$ 195,165

$ 136,513

$ 135,410

$ 127,334

Debt

Capital

(finance) leases – current portion

24,685

26,523

24,990

26,112

23,967

Capital

(finance) leases – long term

543,852

578,634

576,851

597,239

604,981

Letters of credit

124

130

Senior

Secured 2026 Notes

500,000

Senior

Secured 2032 Notes

600,000

Senior

Unsecured 2027 Notes

750,000

Total debt

1,818,661

1,955,287

1,951,971

1,973,481

1,979,078

Total net

debt

1,652,985

1,760,122

1,815,458

1,838,071

1,851,744

Total secured

debt

1,068,661

1,205,287

1,201,971

1,223,481

1,229,078

Consolidated

Cash Flow (2)

310,345

286,881

344,739

322,154

324,405

Consolidated

Leverage Ratio for the Reference Period

5.86

6.82

5.66

6.13

6.10

Net leverage

ratio (1)

5.33

6.14

5.27

5.71

Secured

Leverage Ratio for the Reference Period (2)

3.44

4.20

3.49

3.80

3.79

Fixed Charges

for the Reference Period (2)

110,704

118,290

131,688

134,836

141,394

Fixed Charge

Coverage Ratio for the Reference Period (2)

2.80

2.43

2.62

2.39

2.29

(1) Net

leverage ratio is not a defined term under the Company’s Indentures.

(2) Consolidated

Cash Flow as defined in the Company’s $600.0 million Secured 2032 Notes issued in June 2025,

includes cash payments under the IP Transit Services Agreement with TMUSA. Cash payments

under the IP Transit Services Agreement with TMUSA for the for the most recently completed

period of four consecutive fiscal quarters of the Company were $100.0 million.

Ratios under the Company’s $600 million

2032 Secured Notes

2025

2026

Consolidated

Cash Flow under the Indentures

286,881

344,739

322,154

324,405

PLUS: Cash

Payments under IP Transit Services Agreement with TMUSA

100,000

Consolidated

Cash Flow - $600.0 million Secured 2032 Notes

386,881

444,739

422,154

424,405

Consolidated

Leverage Ratio for the Reference Period - $600.0 million Secured 2032 Notes

5.05

4.39

4.67

4.66

Net leverage

ratio - $600.0 million Secured 2032 Notes (1)

4.55

4.08

4.35

4.36

Secured

Leverage Ratio for the Reference Period - $600.0 million 2032 Notes

3.12

2.70

2.90

Fixed Charges

for the Reference Period

118,290

131,688

134,836

141,394

Fixed Charge

Coverage Ratio for the Reference Period - $600.0 million 2032 Notes

3.27

3.38

3.13

3.00

Cogent’s SEC filings are available

online via the Investor Relations section of www.cogentco.com or on the Securities and Exchange Commission’s website at

www.sec.gov.

Page 15 of 19

COGENT

COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED

BALANCE SHEETS

AS OF MARCH 31,

2026 AND DECEMBER 31, 2025

(IN THOUSANDS,

EXCEPT SHARE DATA)

March 31,

December 31,

2026

2025

(Unaudited)

Assets

Current

assets:

Cash

and cash equivalents

$ 140,265

$ 148,515

Restricted

cash

39,000

56,597

Accounts

receivable, net of allowance for credit losses of $5,271 and $4,610, respectively

91,096

88,050

Due

from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $8,695 and $10,401, respectively

91,305

89,599

Prepaid

expenses and other current assets

68,610

67,820

Total

current assets

430,276

450,581

Property

and equipment:

Property

and equipment

3,696,974

3,642,906

Accumulated

depreciation and amortization

(1,964,092 )

(1,921,832 )

Total

property and equipment, net

1,732,882

1,721,074

Right-of-use

leased assets

303,051

310,523

IPv4

intangible assets

458,000

Other

intangible assets, net

10,813

11,251

Deposits

and other assets

31,179

34,834

Due

from T-Mobile, IP Transit Services Agreement, net of discount of $869 and $2,255, respectively

65,798

89,412

Due

from T-Mobile, Purchase Agreement, net of discount of $3,548 and $4,006, respectively

24,567

24,109

Total

assets

$ 3,056,566

$ 3,099,784

Liabilities

and stockholders’ equity

Current

liabilities:

Accounts

payable

$ 36,095

$ 30,571

Accrued

and other current liabilities

112,345

109,582

Current

maturities, operating lease liabilities

53,665

54,576

Finance

lease obligations, current maturities

23,967

26,112

Total

current liabilities

226,072

220,841

Senior

secured 2032 notes, net of unamortized debt costs of $1,957 and $2,020, respectively

598,043

597,980

Senior

unsecured 2027 notes, net of unamortized debt costs of $1,034 and $1,236, respectively, and discounts of $3,633 and $4,344, respectively

745,333

744,420

Secured

IPv4 notes, net of debt costs of $8,339 and $8,863, respectively

372,061

371,537

Operating

lease liabilities, net of current maturities

263,698

269,753

Finance

lease obligations, net of current maturities

604,981

597,239

Deferred

income tax liabilities

321,724

333,294

Other

long-term liabilities

28,816

28,568

Total

liabilities

3,160,728

3,163,632

Commitments

and contingencies:

Stockholders’

deficit:

Common

stock, $0.001 par value; 75,000,000 shares authorized; 50,077,663 and 50,062,158 shares issued and outstanding, respectively

Additional

paid-in capital

651,538

643,256

Accumulated

other comprehensive (loss) income

(6,327 )

1,428

Accumulated

deficit

(749,423 )

(708,582 )

Total

stockholders’ deficit

(104,162 )

(63,848 )

Total

liabilities and stockholders’ deficit

$ 3,056,566

$ 3,099,784

Page 16 of 19

COGENT COMMUNICATIONS

HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED

STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE

MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

(IN THOUSANDS,

EXCEPT SHARE AND PER SHARE DATA)

Three Months Ended

March 31,

2026

March 31,

2025

(Unaudited)

Service

revenue

$ 239,187

$ 247,048

Operating

expenses:

Network

operations (including $319 and $490 of equity-based compensation expense, respectively, exclusive of depreciation and amortization

shown separately below)

129,229

137,439

Selling,

general, and administrative (including $7,244 and $7,523 of equity-based compensation expense, respectively)

72,338

73,863

Depreciation

and amortization

54,055

76,038

Total

operating expenses

255,622

287,340

Gains

on lease terminations and other

2,928

—

Operating

loss

(13,507 )

(40,292 )

Interest

expense, including change in valuation interest rate swap agreement

(43,875 )

(34,216 )

Interest

income – IP Transit Services Agreement

3,093

4,686

Interest

income (loss) – Purchase Agreement

458

425

Interest

income (loss) and other, net

2,852

(865 )

Loss

before income taxes

(50,979 )

(70,262 )

Income

tax benefit

11,437

18,220

Net

loss

$ (39,542 )

$ (52,042 )

Comprehensive

loss:

Net

loss

$ (39,542 )

$ (52,042 )

Foreign

currency translation adjustment

(7,755 )

11,752

Comprehensive

loss

$ (47,297 )

$ (40,290 )

Net

loss per common share:

Basic

net loss per common share

$ (0.83 )

$ (1.09 )

Diluted

net loss per common share

$ (0.83 )

$ (1.09 )

Dividends

declared per common share

$ 0.02

$ 1.005

Weighted-average

common shares - basic

47,774,617

47,676,735

Weighted-average

common shares - diluted

47,774,617

47,676,735

Page 17 of 19

COGENT COMMUNICATIONS

HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR THE THREE

MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

(IN THOUSANDS)

Three Months

Ended

Three Months

Ended

March 31,

2026

March 31,

2025

(Unaudited)

Cash flows from operating

activities:

Net loss

$ (39,542 )

$ (52,042 )

Adjustments to reconcile net

loss to net cash provided by operating activities:

Depreciation and amortization

54,055

76,038

Amortization of debt costs and

discounts

1,501

1,192

Amortization of discounts, due

from T-Mobile, IP Transit Services & Purchase Agreements

(3,551 )

(5,111 )

Equity-based compensation expense

(net of amounts capitalized)

7,563

8,013

Gains on lease terminations

and other

(2,928 )

—

Deferred income taxes

(11,570 )

(18,554 )

Changes in operating assets

and liabilities:

Accounts receivable

(3,046 )

8,979

Prepaid expenses and other current

assets

(790 )

2,261

Accounts payable, accrued liabilities

and other long-term liabilities

9,501

17,903

Deposits

and other assets

3,641

(2,328 )

Net cash

provided by operating activities

14,834

36,351

Cash flows from investing

activities:

Cash receipts - IP Transit Services

Agreement – T-Mobile

25,000

Purchases

of property and equipment

(46,239 )

(58,088 )

Net cash

used in investing activities

(21,239 )

(33,088 )

Cash flows from financing

activities:

Dividends paid

(1,299 )

(49,133 )

Proceeds from exercises of stock

options

—

121

Principal

payments of finance lease obligations

(13,356 )

(8,003 )

Net cash

used in financing activities

(14,655 )

(57,015 )

Effect

of exchange rates changes on cash

(4,787 )

9,806

Net decrease in cash, cash

equivalents and restricted cash

(25,847 )

(43,946 )

Cash,

cash equivalents and restricted cash, beginning of period

205,112

227,916

Cash,

cash equivalents and restricted cash, end of period

$ 179,265

$ 183,970

Page 18 of 19

Except for historical

information and discussion contained herein, statements contained in this release constitute forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to statements identified by words

such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,”

“targets,” “projects” and similar expressions. The statements in this release are based upon the current beliefs

and expectations of Cogent’s management and are subject to significant risks and uncertainties. Actual results may differ from

those set forth in the forward-looking statements. Numerous factors could cause or contribute to such differences, including the impact

of our acquisition of the Wireline Business, including our difficulties integrating our business with the acquired Wireline Business,

which may result in the combined company not operating as effectively or efficiently as expected; transition services required to support

the acquired Wireline Business and the related costs continuing for a longer period than expected; transition related costs associated

with the acquisition; the COVID-19 pandemic and the related government policies; delays in the delivery of network equipment or optical

fiber; loss of key right-of-way agreements; future economic instability in the global economy, including the risk of economic recession,

recent bank failures and liquidity concerns at certain other banks or a contraction of the capital markets, which could affect spending

on Internet services and our ability to engage in financing activities; the impact of changing foreign exchange rates (in particular

the Euro to USD and Canadian dollar to USD exchange rates) on the translation of our non-USD denominated revenues, expenses, assets and

liabilities; legal and operational difficulties in new markets; the imposition of a requirement that we contribute to the US Universal

Service Fund on the basis of our Internet revenue; changes in government policy and/or regulation, including net neutrality rules

by the United States Federal Communications Commission and in the area of data protection; cyber-attacks or security breaches of our

network; increasing competition leading to lower prices for our services; our ability to attract new customers and to increase and maintain

the volume of traffic on our network; the ability to maintain our Internet peering arrangements and right-of-way agreements on favorable

terms; our reliance on a few equipment vendors, and the potential for hardware or software problems associated with such equipment; the

dependence of our network on the quality and dependability of third-party fiber and right-of-way providers; our ability to retain certain

customers that comprise a significant portion of our revenue base; the management of network failures and/or disruptions; our ability

to make payments on our indebtedness as they become due and outcomes in litigation and outcomes in litigation as well as other risks

discussed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report

on Form 10-K for the year December 31, 2025 and our Form 10-Q for the quarterly periods ended March 31, 2025, June 30,

2025, September 30, 2025 and March 31, 2026. Cogent undertakes no duty to update any forward-looking statement or any information

contained in this press release or in other public disclosures at any time.

###

Page 19 of 19

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