Cogent Communications Reports Third Quarter 2025 Results

Financial and Business Highlights

WASHINGTON, Nov. 6, 2025 /PRNewswire/ -- Cogent Communications Holdings, Inc. (NASDAQ: CCOI) ("Cogent") today announced service revenue of $241.9 million for the three months ended September 30, 2025, a decrease of 1.7% from the three months ended June 30, 2025 and a decrease of 5.9% from the three months ended September 30, 2024. On the closing date of the Sprint acquisition, Cogent and T-Mobile entered into a commercial agreement (the "Commercial Agreement"), for colocation and connectivity services. Revenue under the Commercial Agreement, primarily classified as on-net revenue and net-centric revenue, was $0.4 million for the three months ended September 30, 2025, $1.1 million for the three months ended June 30, 2025 and $4.1 million for the three months ended September 30, 2024.

Foreign exchange rates positively impacted service revenue growth from the three months ended June 30, 2025 to the three months ended September 30, 2025 by $0.9 million and positively impacted service revenue growth from the three months ended September 30, 2024 to the three months ended September 30, 2025 by $1.8 million. On a constant currency basis, service revenue decreased by 2.1% from the three months ended June 30, 2025 to the three months ended September 30, 2025 and decreased by 6.6% from the three months ended September 30, 2024 to the three months ended September 30, 2025.

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 $135.3 million for the three months ended September 30, 2025, an increase of 2.2% from the three months ended June 30, 2025 and a decrease of 0.9% from the three months ended September 30, 2024.

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 $95.1 million for the three months ended September 30, 2025, a decrease of 6.9% from the three months ended June 30, 2025 and a decrease of 14.5% from the three months ended September 30, 2024.

Wavelength revenue was $10.2 million for the three months ended September 30, 2025, an increase of 12.4% from the three months ended June 30, 2025 and an increase of 92.5% from the three months ended September 30, 2024.

Non-core services are legacy services, which Cogent acquired and continues to support but does not actively sell. Non-core revenue was $1.4 million for the three months ended September 30, 2025, $2.7 million for the three months ended June 30, 2025 and was $4.1 million for the three months ended September 30, 2024.

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 48.9% from the three months ended June 30, 2025 to $49.8 million for the three months ended September 30, 2025 and increased by 406.8% from the three months ended September 30, 2024.

GAAP gross margin was 20.6% for the three months ended September 30, 2025, 13.6% for the three months ended June 30, 2025 and 3.8% for the three months ended September 30, 2024.

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 increased by 1.4% from the three months ended June 30, 2025 to $110.8 million for the three months ended September 30, 2025 and increased by 15.3% from the three months ended September 30, 2024.

Non-GAAP gross margin was 45.8% for the three months ended September 30, 2025, 44.4% for the three months ended June 30, 2025 and 37.4% for the three months ended September 30, 2024.

Net cash provided by operating activities was $3.1 million for the three months ended September 30, 2025. Net cash used in operating activities was $44.0 million for the three months ended June 30, 2025 and was $20.2 million for the three months ended September 30, 2024.

Potential Sale of Acquired Data Centers

In October 2025, Cogent entered into a non-binding letter of intent "(LOI") for the sale of two data center facilities (the "Facilities") and the associated land for $144.0 million in cash. The LOI includes certain contingencies, including the completion of further due diligence by the prospective buyer and negotiation and execution of a definitive purchase and sale agreement. The Facilities are owned real estate acquired and repurposed by Cogent in the Sprint acquisition.

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, $25.0 million and $25.0 million in the three months ended September 30, 2024, June 30, 2025 and September 30, 2025, respectively.

Earnings before interest, taxes, depreciation and amortization (EBITDA), was $48.8 million for the three months ended September 30, 2025, $48.5 million for the three months ended June 30, 2025 and $35.9 million for the three months ended September 30, 2024.

EBITDA margin, was 20.2% for the three months ended September 30, 2025, 19.7% for the three months ended June 30, 2025 and 13.9% for the three months ended September 30, 2024.

Earnings before interest, taxes, depreciation and amortization (EBITDA), as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was $73.8 million for the three months ended September 30, 2025, $73.5 million for the three months ended June 30, 2025 and $60.9 million for the three months ended September 30, 2024.

EBITDA margin, as adjusted for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was 30.5% for the three months ended September 30, 2025, 29.8% for the three months ended June 30, 2025 and 23.7% for the three months ended September 30, 2024.

Basic and diluted net loss per share was $(0.87) for the three months ended September 30, 2025, $(1.21) for the three months ended June 30, 2025 and was $(1.33) for the three months ended September 30, 2024.

Total customer connections decreased by 6.4% from September 30, 2024 to 118,279 as of September 30, 2025 and decreased by 0.4% from June 30, 2025. On-net customer connections increased by 0.1% from September 30, 2024 to 87,767 as of September 30, 2025 and increased by 0.4% from June 30, 2025. Off-net customer connections decreased by 21.3% from September 30, 2024 to 25,518 as of September 30, 2025 and decreased by 2.7% from June 30, 2025. Wavelength customer connections increased by 68.1% from September 30, 2024 to 1,750 as of September 30, 2025 and increased by 19.1% from June 30, 2025. Non-core customer connections were 3,244 as of September 30, 2025, 3,615 as of June 30, 2025 and 5,217 as of September 30, 2024.

The number of on-net buildings increased by 113 from September 30, 2024 to 3,537 as of September 30, 2025 and increased by 8 from June 30, 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 September 30, 2025, Cogent was offering optical wavelength services in 996 data centers in the United States, Mexico and Canada.

Quarterly Dividend Approved

On November 5, 2025, Cogent's Board approved a regular quarterly dividend of $0.02 per share payable on December 8, 2025 to shareholders of record on November 21, 2025.

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.

Stock Buyback Program

Cogent will be temporarily pausing its stock buyback program.

Conference Call and Website Information

Cogent will host a conference call with financial analysts at 8:30 a.m. (ET) on November 6, 2025 to discuss Cogent's operating results for the third quarter of 2025. 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 302 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.

COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES

Summary of Financial and Operational Results

Q1 2024

Q2 2024

Q3 2024

Q4 2024

Q1 2025

Q2 2025

Q3 2025

Metric ($ in 000's, except share, per share, customer connections and network related data) – unaudited

On-Net revenue (15) (17)

$138,624

$140,757

$136,485

$128,760

$129,628

$132,331

$135,267

% Change from previous Qtr.

0.4 %

1.5 %

-3.0 %

-5.7 %

0.7 %

2.1 %

2.2 %

Off-Net revenue

$118,178

$111,451

$111,291

$113,190

$107,274

$102,177

$95,111

% Change from previous Qtr.

-4.4 %

-5.7 %

-0.1 %

1.7 %

-5.2 %

-4.8 %

-6.9 %

Wavelength revenue (1)

$3,327

$3,625

$5,287

$6,966

$7,119

$9,057

$10,179

% Change from previous Qtr.

7.0 %

9.0 %

45.8 %

31.8 %

2.2 %

27.2 %

12.4 %

Non-Core revenue (2)

$6,039

$4,610

$4,139

$3,375

$3,027

$2,682

$1,392

% Change from previous Qtr.

-16.8 %

-23.7 %

-10.2 %

-18.5 %

-10.3 %

-11.4 %

-48.1 %

Service revenue – total (15) (17)

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

% Change from previous Qtr.

-2.2 %

-1.2 %

-1.9 %

-2.1 %

-0.3 %

-1.7 %

Constant currency total revenue quarterly growth rate – sequential quarters (3) (15) (17)

-2.3 %

-2.0 %

-1.5 %

-1.9 %

-1.3 %

-2.1 %

Constant currency total revenue quarterly growth rate – year over year quarters (3) (15) (17)

73.1 %

8.8 %

-6.7 %

-7.1 %

-6.7 %

-6.0 %

-6.6 %

Constant currency and excise tax impact on total revenue quarterly growth rate – sequential quarters (3) (15) (17)

-2.3 %

-1.5 %

-1.7 %

-2.0 %

-1.6 %

-1.2 %

-1.8 %

Constant currency and excise tax impact on total revenue quarterly growth rate – year over year quarters (3) )15) (17)

62.4 %

5.4 %

-8.6 %

-7.3 %

-6.6 %

-6.3 %

-6.4 %

Excise Taxes included in service revenue (4)

$20,549

$19,182

$19,752

$20,960

$20,200

$19,998

$19,166

% Change from previous Qtr.

0.6 %

-6.7 %

3.0 %

6.1 %

-3.6 %

-1.0 %

-4.2 %

IPv4 Revenue, included in On-Net revenue (19)

$10,151

$10,938

$11,236

$12,560

$14,413

$15,320

$17,475

% Change from previous Qtr.

2.8 %

7.8 %

2.7 %

11.8 %

14.8 %

6.3 %

14.1 %

IPv4 Addresses Billed

12,213,414

12,813,955

12,943,590

13,033,248

12,879,749

13,187,109

14,600,974

% Change from previous Qtr.

6.8 %

4.9 %

1.0 %

0.7 %

-1.2 %

2.4 %

10.7 %

Corporate revenue (5)

$124,864

$119,557

$116,244

$113,070

$110,686

$109,047

$105,201

% Change from previous Qtr.

-1.4 %

-4.3 %

-2.8 %

-2.7 %

-2.1 %

-1.5 %

-3.5 %

Net-centric revenue (5) (15)

$91,979

$91,107

$91,873

$93,625

$92,615

$97,309

$100,288

% Change from previous Qtr.

-1.3 %

-0.9 %

0.8 %

1.9 %

-1.1 %

5.1 %

3.1 %

Enterprise revenue (5) (17)

$49,325

$49,781

$49,085

$45,596

$43,747

$39,891

$36,460

% Change from previous Qtr.

-5.7 %

0.9 %

-1.4 %

-7.1 %

-4.1 %

-8.8 %

-8.6 %

Network operations expenses (4)

$168,548

$155,817

$161,083

$154,706

$136,949

$136,986

$131,107

% Change from previous Qtr.

-3.2 %

-7.6 %

3.4 %

-4.0 %

-11.5 %

0.0 %

-4.3 %

GAAP gross profit (6)

$26,344

$30,240

$9,835

$29,836

$33,571

$33,465

$49,843

% Change from previous Qtr.

-11.4 %

14.8 %

-67.5 %

203.4 %

12.5 %

-0.3 %

48.9 %

GAAP gross margin (6)

9.9 %

11.6 %

3.8 %

11.8 %

13.6 %

20.6 %

Non-GAAP gross profit (3) (7)

$97,620

$104,626

$96,119

$97,585

$110,099

$109,261

$110,842

% Change from previous Qtr.

-0.3 %

7.2 %

-8.1 %

1.5 %

12.8 %

-0.8 %

1.4 %

Non-GAAP gross margin (3) (7)

36.7 %

40.2 %

37.4 %

38.7 %

44.6 %

44.4 %

45.8 %

Selling, general and administrative expenses (8)

$70,131

$65,130

$60,258

$55,732

$66,340

$60,766

$62,061

% Change from previous Qtr.

-6.4 %

-7.1 %

-7.5 %

19.0 %

-8.4 %

2.1 %

Depreciation and amortization expense (18)

$70,891

$74,036

$85,815

$67,272

$76,038

$75,290

$60,429

% Change from previous Qtr.

4.6 %

4.4 %

15.9 %

-21.6 %

13.0 %

-1.0 %

-19.7 %

Equity-based compensation expense

$6,950

$3,565

$7,875

$7,348

$8,013

$4,664

$8,932

% Change from previous Qtr.

4.0 %

-48.7 %

120.9 %

-6.7 %

9.1 %

-41.8 %

91.5 %

Operating income (loss)

$(59,389)

$(47,143)

$(57,829)

$(32,767)

$(40,292)

$(31,459)

$(18,128)

% Change from previous Qtr.

-13.3 %

-20.6 %

22.7 %

-43.3 %

23.0 %

-21.9 %

-42.4 %

Interest expense (9)

$23,010

$38,840

$32,474

$45,371

$34,015

$48,688

$43,146

% Change from previous Qtr.

-34.1 %

68.8 %

-16.4 %

39.7 %

-25.0 %

43.1 %

-11.4 %

Non-cash change in valuation – Swap Agreement (9)

$6,152

$(9,299)

$(5,597)

$(7,632)

$201

$(8,911)

$223

Gain (reduction) - gain on bargain purchase (10)

$(5,470)

$27,673

Net loss

$(65,307)

$(32,338)

$(63,112)

$(43,317)

$(52,042)

$(57,807)

$(41,544)

Basic net loss per common share

$(1.38)

$(0.68)

$(1.33)

$(0.91)

$(1.09)

$(1.21)

$(0.87)

Diluted net loss per common share

$(1.38)

$(0.68)

$(1.33)

$(0.91)

$(1.09)

$(1.21)

$(0.87)

Weighted average common shares – basic

47,416,268

47,511,613

47,426,131

47,540,833

47,676,735

47,592,836

47,603,287

% Change from previous Qtr.

0.1 %

0.2 %

-0.2 %

0.2 %

0.3 %

-0.2 %

0.0 %

Weighted average common shares – diluted

47,416,268

47,511,613

47,426,131

47,540,833

47,676,735

47,592,836

47,603,287

% Change from previous Qtr.

-1.3 %

0.2 %

-0.2 %

0.2 %

0.3 %

-0.2 %

0.0 %

EBITDA (3)

$18,452

$27,126

$35,861

$41,853

$43,759

$48,495

$48,781

% Change from previous Qtr.

207.0 %

47.0 %

32.2 %

16.7 %

4.6 %

10.8 %

0.6 %

EBITDA margin (3)

6.9 %

10.4 %

13.9 %

16.6 %

17.7 %

19.7 %

20.2 %

Sprint acquisition costs (14)

$9,037

$12,370

Cash payments under IP Transit Services

Agreement (11)

$87,500

$66,667

$25,000

EBITDA, as adjusted for Sprint acquisition costs and cash payments under IP Transit Services Agreement (3) (11) (14)

$114,989

$106,163

$60,861

$66,853

$68,759

$73,495

$73,781

% Change from previous Qtr.

4.1 %

-7.7 %

-42.7 %

9.8 %

2.9 %

6.9 %

0.4 %

EBITDA, as adjusted for Sprint acquisition costs and cash payments under IP Transit Services Agreement, margin (3) (11) (14)

43.2 %

40.8 %

23.7 %

26.5 %

27.8 %

29.8 %

30.5 %

Net cash provided by (used in) operating activities

$19,219

$(22,171)

$(20,226)

$14,532

$36,351

$(44,039)

$3,100

% Change from previous Qtr.

139.5 %

-215.4 %

8.8 %

171.8 %

150.1 %

-221.1 %

107.0 %

Capital expenditures

$40,883

$48,767

$59,244

$46,104

$58,088

$56,200

$36,250

% Change from previous Qtr.

-6.3 %

19.3 %

21.5 %

-22.2 %

26.0 %

-3.3 %

-35.5 %

Principal payments of capital (finance) lease obligations

$23,235

$133,472

$4,516

$27,979

$8,003

$8,520

$8,791

% Change from previous Qtr.

23.5 %

474.4 %

-96.6 %

519.6 %

-71.4 %

6.5 %

3.2 %

Dividends paid (16)

$478

$93,304

$47,210

$48,416

$49,133

$49,560

$49,066

Gross Leverage Ratio (3) (11)

3.57

4.06

4.94

5.72

6.69

8.65

8.24

Net Leverage Ratio (3) (11)

3.17

3.14

4.13

5.07

6.08

7.52

7.44

Gross Leverage Ratio, adjusted for amounts Due from T-Mobile (3) (20)

2.64

3.37

4.16

4.91

5.81

7.74

7.45

Net Leverage Ratio, adjusted for amounts Due from

T-Mobile (3) (20)

2.24

2.45

3.36

4.25

5.21

6.61

6.65

Gross Leverage Ratio under the Company's Indentures (3)

3.51

4.50

5.11

5.81

5.86

6.82

5.66

Secured Leverage Ratio under the Company's Indentures (3)

2.33

2.49

2.90

3.38

3.44

4.20

3.49

Interest Coverage Ratio under the Company's Indentures (3)

4.05

4.06

3.85

2.88

2.80

2.43

2.62

Customer Connections – end of period (15)

On-Net customer connections

87,574

87,387

87,655

87,500

86,781

87,407

87,767

% Change from previous Qtr.

-0.8 %

-0.2 %

0.3 %

-0.2 %

-0.8 %

0.7 %

0.4 %

Off-Net customer connections

34,579

32,758

32,420

28,963

27,508

26,239

25,518

% Change from previous Qtr.

-5.7 %

-5.3 %

-1.0 %

-10.7 %

-5.0 %

-4.6 %

-2.7 %

Wavelength customer connections (1)

693

754

1,041

1,118

1,322

1,469

1,750

% Change from previous Qtr.

4.8 %

8.8 %

38.1 %

7.4 %

18.2 %

11.1 %

19.1 %

Non-Core customer connections (2)

10,037

7,883

5,217

5,802

5,120

3,615

3,244

% Change from previous Qtr.

-16.2 %

-21.5 %

-33.8 %

11.2 %

-11.8 %

-29.4 %

-10.3 %

Total customer connections (15)

132,883

128,782

126,333

123,383

120,731

118,730

118,279

% Change from previous Qtr.

-3.4 %

-3.1 %

-1.9 %

-2.3 %

-2.1 %

-1.7 %

-0.4 %

Corporate customer connections (5)

51,821

48,690

47,613

46,371

45,295

44,307

43,391

% Change from previous Qtr.

-4.9 %

-6.0 %

-2.2 %

-2.6 %

-2.3 %

-2.2 %

-2.1 %

Net-centric customer connections (5) (15)

61,599

61,736

62,273

62,236

61,795

62,659

63,875

% Change from previous Qtr.

-1.2 %

0.2 %

0.9 %

-0.1 %

-0.7 %

1.4 %

1.9 %

Enterprise customer connections (5) (17)

19,463

18,356

16,447

14,776

13,641

11,764

11,013

% Change from previous Qtr.

-6.2 %

-5.7 %

-10.4 %

-10.2 %

-7.7 %

-13.8 %

-6.4 %

On-Net Buildings – end of period

Multi-Tenant office buildings

1,861

1,864

1,870

1,871

1,867

1,871

1,869

Carrier neutral data center buildings

1,376

1,393

1,410

1,423

1,453

1,471

1,482

Cogent data centers

104

101

100

Cogent edge data centers

Total on-net buildings

3,321

3,386

3,424

3,453

3,500

3,529

3,537

Total carrier neutral data center nodes

1,586

1,602

1,627

1,646

1,668

1,675

1,686

Wave enabled data centers

295

516

657

808

883

938

996

Square feet – multi-tenant office buildings – on-net

1,009,702,653

1,011,171,523

1,015,544,543

1,015,861,483

1,015,459,520

1,017,918,826

1,017,433,216

Total Technical Buildings Owned (12)

482

Square feet – Technical Buildings Owned (12)

1,603,569

Network – end of period

Intercity route miles – Leased

76,211

75,965

77,561

79,621

79,867

73,075

72,955

Metro route miles – Leased

25,977

27,373

28,510

29,802

30,788

31,297

31,388

Metro fiber miles – Leased

79,138

80,042

84,476

87,678

90,696

92,631

93,338

Intercity route miles – Owned

21,883

Metro route miles – Owned

1,704

Connected networks – AS's

8,098

8,135

8,212

8,250

8,240

8,085

8,043

Headcount – end of period (13)

Sales force – quota bearing (13)

677

656

655

650

629

628

617

Sales force – total (13)

871

851

847

843

820

802

Total employees (13)

1,955

1,901

1,908

1,916

1,899

1,889

1,882

Sales rep productivity – units per full time equivalent sales rep ("FTE") per month

4.0

3.8

4.0

3.5

3.8

4.8

4.6

FTE – sales reps

627

632

620

622

605

588

592

(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 $385, $350, $469, $477, $490, $506 and $570 in the three-month periods ended March 31, 2024 through September 30, 2025 respectively. Network operations expense includes excise taxes, including Universal Service Fund fees, of $20,549, $19,182, $19,752, $20,960, $20,200, $19,998 and $19,166 in the three-month periods ended March 31, 2024 through September 30, 2025, respectively.

(5) In connection with the acquisition of the Wireline Business, Cogent classified revenue and customer connections as follows:

(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 $6,565, $3,215, $7,406, $6,871, $7,523, $4,158 and $8,362 in the three-month periods ended March 31, 2024 through September 30, 2025, respectively and excludes $9,037 and $12,370 of Sprint acquisition costs for the three-month periods ended March 31, 2024 and June 30, 2024, respectively. There were no Sprint acquisition costs for the three months ended September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025 or September 30, 2025.

(9) As of September 30, 2025, 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 the 2026 Notes effectively became variable based on overnight SOFR. Interest expense includes payments of $12,122, $12,081 and $9,769 for the three-month periods ended June 30, 2024, December 31, 2024 and June 30, 2025, 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) The gain on bargain purchase from the Sprint acquisition was $1.4 billion as shown below.

(In thousands)

Gain on bargain purchase

Fair value of net assets acquired

$826,067

Total net consideration to be received from Seller, net of discounts

602,581

Gain on bargain purchase

$1,428,648

(11) Includes cash payments under the IP Transit Services Agreement, as discussed above, of

(12) 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 86 into Cogent Edge Data Centers.

(13) In connection with the acquisition of the Wireline Business, Cogent hired 942 total employees, including 75 quota bearing sales employees and 114 sales employees.

(14) In connection with the acquisition of the Wireline Business the Company incurred the following Sprint acquisition costs:

Included in Sprint acquisition costs were the following reimbursable severance costs:

(15) Net-centric revenue under the CSA (predominantly on-net revenue) was

Net-centric customer connections under the CSA were:

(16) The first quarter 2024 dividend totaling $45.8 million was declared on February 28, 2024, and paid on April 9, 2024.

(17) Included in on-net revenue and enterprise revenue from May 2023 to July 2024 was $1.9 million of monthly revenue from an uneconomic resale customer acquired in connection with the Wireline Business. The service was cancelled on July 31, 2024.

(18) On July 1, 2024, Cogent changed its estimated useful life of its owned fiber from an average of 14 years to an average of 40 years.

(19) Amounts previously reported and adjusted in our Q4 2024 earnings release were $10,201, $11,469 and $12,822 for the three-month periods March 31, 2024, June 30, 2024 and September 30, 2024, respectively.

(20) 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 $383,981, $323,650, $304,497, $284,979, $265,090, $244,821 and $224,167 as of March 31, 2024 to September 30, 2025, respectively.

NM Not meaningful

Schedules of Non-GAAP Measures

EBITDA, EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA, as adjusted for Sprint acquisition costs and 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 Sprint acquisition costs and cash payments under the IP Transit Services Agreement with T-Mobile, represents EBITDA plus costs related to the Company's acquisition of the Wireline Business 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 Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement margin is defined as EBITDA, as adjusted for Sprint acquisition costs and 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 Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA as adjusted for Sprint acquisition costs and 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 Sprint acquisition costs and 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 Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement, EBITDA margin and EBITDA as adjusted for Sprint acquisition costs and 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.

EBITDA, and EBITDA, as adjusted for Sprint acquisition costs and 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.

2024

2025

($ in 000's) – unaudited

Net cash provided by (used in) operating activities

$19,219

$(22,171)

$(20,226)

$14,532

$36,351

$(44,039)

$3,100

Changes in operating assets and liabilities

$(34,640)

$11,077

$22,868

$27,892

$(26,614)

$42,244

$8,941

Cash interest expense and income tax expense

33,873

38,220

33,219

(571)

34,022

50,290

36,740

EBITDA

$18,452

$27,126

$35,861

$41,853

$43,759

$48,495

$48,781

PLUS: Sprint acquisition costs

$9,037

$12,370

PLUS: Cash payments made to the Company under IP Transit Services Agreement

87,500

66,667

25,000

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

$114,989

$106,163

$60,861

$66,853

$68,759

$73,495

$73,781

EBITDA margin

6.9 %

10.4 %

13.9 %

16.6 %

17.7 %

19.7 %

20.2 %

EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the

Company under IP Transit Services Agreement, margin

43.2 %

40.8 %

23.7 %

26.5 %

27.8 %

29.8 %

30.5 %

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

2024

2025

Service revenue, as reported – current period

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

Impact of foreign currencies on service revenue

(304)

323

(620)

1,022

542

(2,419)

(938)

Service revenue - as adjusted for currency impact (1)

$265,864

$260,766

$256,582

$253,313

$247,590

$243,828

$241,011

Service revenue, as reported – prior sequential period

$272,099

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

Constant currency revenue increase (decrease)

$(6,235)

$(5,402)

$(3,861)

$(3,889)

$(4,701)

$(3,220)

$(5,236)

Constant currency revenue percent increase (decrease)

-2.3 %

-2.0 %

-1.5 %

-1.9 %

-1.3 %

-2.1 %

(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

2024

2025

Service revenue, as reported – current period

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

Impact of foreign currencies on service revenue

(362)

420

(213)

405

1,258

(1,507)

(1,806)

Service revenue - as adjusted for currency impact (2)

$265,806

$260,863

$256,989

$252,696

$248,306

$244,740

$240,143

Service revenue, as reported – prior year period

$153,588

$239,806

$275,429

$272,099

$266,168

$260,443

$257,202

Constant currency revenue increase

$112,218

$21,057

$(18,440)

$(19,403)

$(17,862)

$(15,703)

$(17,059)

Constant currency percent revenue increase

73.1 %

8.8 %

-6.7 %

-7.1 %

-6.7 %

-6.0 %

-6.6 %

(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.

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

2024

2025

Service revenue, as reported – current period

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

Impact of foreign currencies on service revenue

(304)

323

(620)

1,022

542

(2,419)

(938)

Impact of excise taxes on service revenue

(121)

1,367

(570)

(1,208)

760

202

832

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

$265,743

$262,133

$256,012

$252,105

$248,350

$244,030

$241,843

Service revenue, as reported – prior sequential period

$272,099

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

Constant currency and excise taxes revenue increase (decrease)

$(6,356)

$(4,035)

$(4,431)

$(5,097)

$(3,941)

$(3,018)

$(4,404)

Constant currency and excise tax revenue percent increase (decrease)

-2.3 %

-1.5 %

-1.7 %

-2.0 %

-1.6 %

-1.2 %

-1.8 %

(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

2024

2025

Service revenue, as reported – current period

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

Impact of foreign currencies on service revenue

(362)

420

(213)

405

1,258

(1,507)

(1,806)

Impact of excise taxes on service revenue

(16,356)

(8,142)

(5,195)

(532)

349

(816)

586

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

$249,450

$252,721

$251,794

$252,164

$248,655

$243,924

$240,729

Service revenue, as reported – prior year period

$153,588

$239,806

$275,429

$272,099

$266,168

$260,443

$257,202

Constant currency and excise taxes revenue increase

$95,862

$12,915

$(23,635)

$(19,935)

$(17,513)

$(16,519)

$(16,473)

Constant currency and excise tax percent revenue increase

62.4 %

5.4 %

-8.6 %

-7.3 %

-6.6 %

-6.3 %

-6.4 %

(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.

Q1 2024

Q2 2024

Q3 2024

Q4 2024

Q1 2025

Q2 2025

Q3 2025

($ in 000's) – unaudited

Service revenue total

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

Minus - Network operations expense including equity-based

compensation and depreciation and amortization expense

239,824

230,203

247,367

222,455

213,477

212,782

192,106

GAAP Gross Profit (5)

$26,344

$30,240

$9,835

$29,836

$33,571

$33,465

$49,843

Plus - Equity-based compensation – network operations expense

385

350

469

477

490

506

570

Plus – Depreciation and amortization expense

$70,891

$74,036

$85,815

$67,272

$76,038

$75,290

$60,429

Non-GAAP Gross Profit (6)

$97,620

$104,626

$96,119

$97,585

$110,099

$109,261

$110,842

GAAP Gross Margin (5)

9.9 %

11.6 %

3.8 %

11.8 %

13.6 %

20.6 %

Non-GAAP Gross Margin (6)

36.7 %

40.2 %

37.4 %

38.7 %

44.6 %

44.4 %

45.8 %

(5)

(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.

Gross and Net Leverage Ratios

Gross leverage ratio is defined as total debt divided by the trailing 12 months EBITDA, as adjusted for Sprint acquisition costs and 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 Sprint acquisition costs and 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 Sprint acquisition costs and 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 Sprint acquisition costs and cash payments under the IP Transit Services Agreement.

Cogent's gross leverage ratios and net leverage ratios are shown below.

($ in 000's) – unaudited

As of

March 31,

2024

As of

June 30,

2024

As of

September 30,

2024

As of

December 31,

2024

As of

March 31,

2025

As of

June 30,

2025

As of

September 30,

2025

Cash and cash equivalents & restricted cash

$163,274

$426,241

$316,092

$227,916

$183,970

$306,725

$226,294

Debt

Capital (finance) leases – current portion

64,043

21,253

21,939

21,225

24,685

26,523

24,990

Capital (finance) leases – long term

453,473

405,176

460,632

517,161

543,852

578,634

576,851

Senior Secured 2032 Notes

600,000

Senior Secured 2026 Notes

500,000

Secured IPv4 Notes

206,000

380,400

Senior Unsecured 2027 Notes

450,000

750,000

Total debt

1,467,516

1,882,429

1,938,571

1,994,386

2,024,537

2,335,557

2,332,241

Total net debt

1,304,242

1,456,188

1,622,479

1,766,470

1,840,567

2,028,832

2,105,947

Trailing 12 months EBITDA, as adjusted for Sprint

acquisition costs and cash payments from the IP

Transit Services Agreement

411,001

463,102

392,525

348,392

302,636

269,968

282,888

Gross leverage ratio

3.57

4.06

4.94

5.72

6.69

8.65

8.24

Net leverage ratio

3.17

3.14

4.13

5.07

6.08

7.52

7.44

Total amounts Due from T-Mobile

$383,981

$323,650

$304,497

$284,979

$265,090

$244,821

$224,167

Total debt, adjusted for amounts Due from T-Mobile

1,083,535

1,558,779

1,634,074

1,709,407

1,759,447

2,090,736

2,108,074

Total net debt, adjusted for amounts Due from T-Mobile

920,261

1,132,538

1,317,982

1,481,491

1,575,447

1,784,011

1,881,780

Gross leverage ratio, adjusted for amounts Due from T-Mobile

2.64

3.37

4.16

4.91

5.81

7.74

7.45

Net leverage ratio, adjusted for amounts Due from T-Mobile

2.24

2.45

3.36

4.25

5.21

6.61

6.65

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.

($ in 000's) – unaudited

As of

March 31,

2024

As of

June 30,

2024

As of

September 30,

2024

As of

December 31,

2024

As of

March 31,

2025

As of

June 30,

2025 (2)

As of

September 30,

2025 (2)

Cash and cash equivalents & restricted cash

139,342

372,123

266,822

205,464

$165,676

$195,165

$136,513

Debt

Capital (finance) leases – current portion

21,657

21,253

21,939

21,225

24,685

26,523

24,990

Capital (finance) leases – long term

371,116

405,176

460,632

517,161

543,852

578,634

576,851

Letters of credit

123

126

121

124

130

Senior Secured 2026 Notes

500,000

Senior Secured 2032 Notes

600,000

Senior Unsecured 2027 Notes

450,000

750,000

Total debt

1,342,896

1,676,552

1,732,697

1,788,507

1,818,661

1,955,287

1,951,971

Total net debt

1,203,554

1,304,429

1,465,875

1,583,043

1,652,985

1,760,122

1,815,458

Total secured debt

892,896

926,552

982,697

1,038,507

1,068,661

1,205,287

1,201,971

Consolidated Cash Flow (2)

382,850

372,621

338,892

307,655

310,345

286,881

344,739

Consolidated Leverage Ratio for the

Reference Period

3.51

4.50

5.11

5.81

5.86

6.82

5.66

Net leverage ratio (1)

3.14

3.50

4.33

5.15

5.33

6.14

5.27

Secured Leverage Ratio for the

Reference Period (2)

2.33

2.49

2.90

3.38

2.58

4.20

3.49

Fixed Charges for the Reference Period (2)

94,614

91,723

88,057

106,877

110,704

118,290

131,696

Fixed Charge Coverage Ratio for the

Reference Period (2)

4.05

4.06

3.85

2.88

2.80

2.43

2.62

(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

Q2-2025

Q3-2025

Consolidated Cash Flow under the Indentures

286,881

344,739

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

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

5.05

4.39

Net leverage ratio - $600.0 million Secured 2032 Notes (1)

4.55

4.08

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

3.12

2.70

Fixed Charges for the Reference Period

118,290

131,696

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

3.27

3.38

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.

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

(IN THOUSANDS, EXCEPT SHARE DATA)

September 30,

2025

December 31,

2024

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

147,088

198,486

Restricted cash

79,206

29,430

Accounts receivable, net of allowance for credit losses of $6,406 and $9,762, respectively

95,853

96,934

Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $12,076 and $16,915, respectively

87,924

83,085

Due from T-Mobile, Transition Services Agreement

231

Prepaid expenses and other current assets

69,467

74,104

Total current assets

479,769

482,101

Property and equipment:

Property and equipment

3,584,540

3,319,731

Accumulated depreciation and amortization

(1,871,828)

(1,655,564)

Total property and equipment, net

1,712,712

1,664,167

Right-of-use leased assets

318,701

324,315

IPv4 intangible asset

458,000

Other intangible assets, net

11,699

13,029

Deposits and other assets

31,147

29,596

Due from T-Mobile, IP Transit Services Agreement, net of discount of $4,083 and $12,312, respectively

112,584

179,534

Due from T-Mobile, Purchase Agreement, net of discount of $4,455 and $5,755, respectively

23,659

22,360

Total assets

3,148,271

3,173,102

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

28,390

39,805

Accrued and other current liabilities

129,021

134,609

Due to T-Mobile – Transition Services Agreement

525

Current maturities, operating lease liabilities

55,127

57,172

Finance lease obligations, current maturities

24,990

21,225

Total current liabilities

237,546

253,336

Senior secured 2026 notes, net of unamortized debt costs of $375 and discount of $499

—

499,126

Senior unsecured 2027 notes, net of unamortized debt costs of $1,436 and $2,013, respectively, and discounts of $5,041 and $7,053, respectively

743,523

740,934

Secured IPv4 notes, net of unamortized debt costs of $9,377 and $6,702, respectively

371,023

199,298

Senior secured 2032 notes, net of unamortized debt costs of $2,082

597,918

—

Operating lease liabilities, net of current maturities

278,761

302,004

Finance lease obligations, net of current maturities

576,851

517,161

Deferred income tax liabilities

351,544

398,266

Other long-term liabilities

30,275

40,129

Total liabilities

3,187,441

2,950,254

Commitments and contingencies:

Stockholders' (deficit) equity:

Common stock, $0.001 par value; 75,000,000 shares authorized; 49,121,159 and 49,034,925 shares issued and outstanding, respectively

Additional paid-in capital

637,710

629,829

Accumulated other comprehensive loss

(1,432)

(30,685)

Accumulated deficit

(675,497)

(376,345)

Total stockholders' (deficit) equity

(39,170)

222,848

Total liabilities and stockholders' (deficit) equity

3,148,271

3,173,102

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Three Months Ended

September 30, 2025

Three Months Ended

September 30, 2024

(Unaudited)

Service revenue

241,949

257,202

Operating expenses:

Network operations (including $570 and $469 of equity-based compensation expense, respectively,

exclusive of depreciation and amortization shown separately below)

131,677

161,552

Selling, general, and administrative (including $8,362 and $7,406 of equity-based compensation

expense, respectively)

70,423

67,664

Depreciation and amortization

60,429

85,815

Total operating expenses

262,529

315,031

Gains on lease terminations and other

2,452

—

Operating loss

(18,128)

(57,829)

Interest expense, including change in valuation interest rate swap agreement

(43,369)

(26,877)

Interest income – IP Transit Services Agreement

3,904

5,438

Interest income – Purchase Agreement

441

409

Interest income (expense) and other, net

4,557

(1,153)

Loss before income taxes

(52,595)

(80,012)

Income tax benefit

11,051

16,900

Net loss

(41,544)

(63,112)

Comprehensive loss:

Net loss

(41,544)

(63,112)

Foreign currency translation adjustment

(236)

8,847

Comprehensive loss

(41,780)

(54,265)

Net loss per common share:

Basic net loss per common share

(0.87)

(1.33)

Diluted net loss per common share

(0.87)

(1.33)

Dividends declared per common share

1.015

0.985

Weighted-average common shares - basic

47,603,287

47,426,131

Weighted-average common shares - diluted

47,603,287

47,426,131

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Nine months Ended

September 30, 2025

Nine months Ended

September 30, 2024

(Unaudited)

Service revenue

735,242

783,813

Operating expenses:

Network operations (including $1,566 and $1,204 of equity-based compensation expense, respectively,

exclusive of depreciation and amortization shown separately below)

406,608

486,657

Selling, general, and administrative (including $20,043 and $17,186 of equity-based compensation

expense, respectively)

209,209

212,706

Acquisition costs – Sprint

—

21,407

Depreciation and amortization

211,756

230,747

Total operating expenses

827,573

951,517

Gains on lease terminations and other

2,452

3,332

Operating loss

(89,879)

(164,372)

Interest expense, including change in valuation interest rate swap agreement

(117,317)

(85,575)

Loss on debt extinguishment and redemption – 2026 notes

(5,606)

—

Gain on bargain purchase – Sprint

—

22,202

Interest income – IP Transit Services Agreement

12,888

18,702

Interest income – Purchase Agreement

1,299

331

Interest income and other, net

1,233

4,074

Loss before income taxes

(197,382)

(204,638)

Income tax benefit

45,989

43,881

Net loss

(151,393)

(160,757)

Comprehensive loss:

Net loss

(151,393)

(160,757)

Foreign currency translation adjustment

29,253

2,091

Comprehensive loss

(122,140)

(158,666)

Net loss per common share:

Basic net loss per common share

(3.17)

(3.39)

Diluted net loss per common share

(3.17)

(3.39)

Dividends declared per common share

3.030

2.925

Weighted-average common shares - basic

47,827,343

47,453,906

Weighted-average common shares - diluted

47,827,343

47,453,906

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(IN THOUSANDS)

Three months Ended

September 30, 2025

Three months Ended

September 30, 2024

(Unaudited)

Cash flows from operating activities:

Net loss

(41,544)

(63,112)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

60,429

85,815

Amortization of debt costs and discounts

1,718

1,260

Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements

(4,345)

(5,847)

Equity-based compensation expense (net of amounts capitalized)

8,932

7,874

Gains on finance lease terminations and other

(2,452)

—

Deferred income taxes

(10,920)

(23,348)

Changes in operating assets and liabilities:

Accounts receivable

(726)

12,111

Prepaid expenses and other current assets

3,007

(16,849)

Due to T-Mobile – Transition Services Agreement

16,185

Due from T-Mobile – Transition Services Agreement

(112)

(716)

Accounts payable, accrued liabilities and other long-term liabilities

(9,386)

(29,913)

Deposits and other assets

(1,510)

(3,686)

Net cash provided by (used in) operating activities

3,100

(20,226)

Cash flows from investing activities:

Cash receipts - IP Transit Services Agreement – T-Mobile

25,000

Purchases of property and equipment

(36,250)

(59,244)

Net cash used in investing activities

(11,250)

(34,244)

Cash flows from financing activities:

Dividends paid

(49,066)

(47,210)

Purchases of common stock

(5,169)

—

Proceeds from exercises of stock options

748

Principal payments of finance lease obligations

(8,791)

(4,516)

Net cash used in financing activities

(63,001)

(50,978)

Effect of exchange rates changes on cash

(9,280)

(4,701)

Net decrease in cash, cash equivalents and restricted cash

(80,431)

(110,149)

Cash, cash equivalents and restricted cash, beginning of period

306,725

426,241

Cash, cash equivalents and restricted cash, end of period

226,294

316,092

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(IN THOUSANDS)

Nine months Ended

September 30, 2025

Nine months Ended

September 30, 2024

(Unaudited)

Cash flows from operating activities:

Net loss

(151,393)

(160,757)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

211,756

230,747

Amortization of debt costs and discounts

4,252

2,364

Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements

(14,187)

(19,033)

Equity-based compensation expense (net of amounts capitalized)

21,609

18,390

Loss on debt extinguishment and redemption – 2026 notes

5,606

—

Gain on bargain purchase – Sprint

—

(22,202)

Gains on finance lease terminations and other

(2,452)

(3,332)

Deferred income taxes

(46,722)

(66,902)

Changes in operating assets and liabilities:

Accounts receivable

1,081

35,910

Prepaid expenses and other current assets

(3,215)

(3,949)

Due to T-Mobile – Transition Services Agreement

(169)

(65,338)

Due from T-Mobile – Transition Services Agreement

(507)

4,514

Accounts payable, accrued liabilities and other long-term liabilities

(27,170)

32,785

Deposits and other assets

(3,076)

(6,374)

Net cash used in operating activities

(4,587)

(23,177)

Cash flows from investing activities:

Cash receipts - IP Transit Services Agreement – T-Mobile

75,000

179,167

Acquisition of Sprint – severance reimbursement

—

12,323

Purchases of property and equipment

(150,538)

(148,894)

Net cash (used in) provided by investing activities

(75,538)

42,596

Cash flows from financing activities:

Dividends paid

(147,759)

(140,992)

Purchases of common stock

(16,686)

(7,968)

Net proceeds from issuance of senior unsecured 2027 notes - net of discount of $6.8 million and debt

costs of $1.4 million

—

291,879

Net proceeds from issuance of secured IPv4 notes – net of debt costs of $4.0 million and $7.6 million,

respectively

170,479

198,426

Net proceeds from issuance of senior secured 2032 notes - net of debt costs of $2.2 million

597,842

—

Debt extinguishment and redemption – 2026 notes

(505,000)

—

Proceeds from exercises of stock options

175

952

Settlement of finance lease – at a discount

—

(114,576)

Principal payments of finance lease obligations

(25,314)

(46,653)

Net cash provided by financing activities

73,737

181,068

Effect of exchange rates changes on cash

4,766

1,824

Net (decrease) increase in cash, cash equivalents and restricted cash

(1,622)

202,311

Cash, cash equivalents and restricted cash, beginning of period

227,916

113,781

Cash, cash equivalents and restricted cash, end of period

226,294

316,092

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; 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, risks associated with variable interest rates under our interest rate swap agreement, 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, 2024 and our Form 10-Q for the quarterly periods ended June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025 and September 30, 2025. 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.

SOURCE Cogent Communications Holdings, Inc.