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Cogent Communications Reports Fourth Quarter 2025 and Full Year 2025 Results

prnewswire.com

Financial and Business Highlights

WASHINGTON, Feb. 20, 2026 /PRNewswire/ -- Cogent Communications Holdings, Inc. (NASDAQ: CCOI) ("Cogent") today announced service revenue of $240.5 million for the three months ended December 31, 2025, a decrease of 0.6% from the three months ended September 30, 2025 and a decrease of 4.7% from the three months ended December 31, 2024. Service revenue was $1,036.1 million for the year ended December 31, 2024 and $975.8 million for the year ended December 31, 2025.

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 December 31, 2025, $0.4 million for the three months ended September 30, 2025, $1.5 million for the three months ended December 31, 2024, $14.7 million for the year ended December 31, 2024 and $2.6 million for the year ended December 31, 2025.

Foreign exchange rates negatively impacted service revenue growth from the three months ended September 30, 2025 to the three months ended December 31, 2025 by $0.2 million, positively impacted service revenue growth from the three months ended December 31, 2024 to the three months ended December 31, 2025 by $2.7 million and positively impacted service revenue growth from the year ended December 31, 2024 to the year ended December 31, 2025 by $4.6 million. On a constant currency basis, service revenue decreased by 0.5% from the three months ended September 30, 2025 to the three months ended December 31, 2025, decreased by 5.7% from the three months ended December 31, 2024 to the three months ended December 31, 2025, and decreased by 6.3% for the year ended December 31, 2024 to the year ended December 31, 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 $134.3 million for the three months ended December 31, 2025, a decrease of 0.7% from the three months ended September 30, 2025 and an increase of 4.3% from the three months ended December 31, 2024. On-net revenue was $531.5 million for the year ended December 31, 2025; a decrease of 2.4% over the year ended December 31, 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 $92.9 million for the three months ended December 31, 2025, a decrease of 2.3% from the three months ended September 30, 2025 and a decrease of 17.9% from the three months ended December 31, 2024. Off-net revenue was $397.5 million for the year ended December 31, 2025; a decrease of 12.5% over the year ended December 31, 2024.

Wavelength revenue was $12.1 million for the three months ended December 31, 2025, an increase of 18.8% from the three months ended September 30, 2025 and an increase of 73.7% from the three months ended December 31, 2024. Wavelength revenue was $38.5 million for the year ended December 31, 2025; an increase of 100.3% over the year ended December 31, 2024.

Non-core services are legacy services, which Cogent acquired and continues to support but does not actively sell. Non-core revenue was $1.2 million for the three months ended December 31, 2025, $1.4 million for the three months ended September 30, 2025, $3.4 million for the three months ended December 31, 2024. Non-core revenue was $8.3 million for the year ended December 31, 2025; a decrease of 54.1% from $18.2 million for the year ended December 31, 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 7.8% from the three months ended September 30, 2025 to $53.7 million for the three months ended December 31, 2025 and increased by 80.1% from the three months ended December 31, 2024. GAAP gross profit increased by 77.3% from the year ended December 31, 2024 to $170.6 million for the year ended December 31, 2025.

GAAP gross margin was 22.3% for the three months ended December 31, 2025, 20.6% for the three months ended September 30, 2025, 11.8% for the three months ended December 31, 2024, 9.3% for the year ended December 31, 2024 and 17.5% for the year ended December 31, 2025.

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 1.5% from the three months ended September 30, 2025 to $112.5 million for the three months ended December 31, 2025 and increased by 15.3% from the three months ended December 31, 2024. Non-GAAP gross profit increased by 11.8% from the year ended December 31, 2024 to $442.7 million for the year ended December 31, 2025.

Non-GAAP gross margin was 46.8% for the three months ended December 31, 2025, 45.8% for the three months ended September 30, 2025, 38.7% for the three months ended December 31, 2024, 38.2% for the year ended December 31, 2024 and 45.4% for the year ended December 31, 2025.

Net cash provided by (used in) operating activities was $(6.0) million for the three months ended December 31, 2025, $3.1 million for the three months ended September 30, 2025 and $14.5 million for the three months ended December 31, 2024. Net cash provided by (used in) operating activities was $(8.6) million for the year ended December 31, 2024 and was $(10.6) million for the year ended December 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, $25.0 million and $25.0 million in the three months ended December 31, 2024, September 30, 2025 and December 31, 2025, respectively. Amounts paid under the IP Transit Services Agreement were $204.2 million in the year ended December 31, 2024 and $100.0 million in the year ended December 31, 2025.

Earnings before interest, taxes, depreciation and amortization (EBITDA), was $51.7 million for the three months ended December 31, 2025, $48.8 million for the three months ended September 30, 2025 and $41.9 million for the three months ended December 31, 2024. EBITDA was $122.8 million for the year ended December 31, 2024 and $192.8 million for the year ended December 31, 2025.

EBITDA margin, was 21.5% for the three months ended December 31, 2025, 20.2% for the three months ended September 30, 2025 and 16.6% for the three months ended December 31, 2024. EBITDA margin was 11.9% for the year ended December 31, 2024 and 19.8% for the year ended December 31, 2025.

Earnings before interest, taxes, depreciation and amortization (EBITDA), as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was $76.7 million for the three months ended December 31, 2025, $73.8 million for the three months ended September 30, 2025 and $66.9 million for the three months ended December 31, 2024. EBITDA, as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement was $348.4 million for the year ended December 31, 2024 and $292.8 million for the year ended December 31, 2025. Cash paid under the IP Transit Services Agreement was $204.2 million for the year ended December 31, 2024 and $100.0 million for the year ended December 31, 2025, a decrease of $104.2 million from the year ended December 31, 2024 to the year ended December 31, 2025,

EBITDA margin, as adjusted for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was 31.9% for the three months ended December 31, 2025, 30.5% for the three months ended September 30, 2025 and 26.5% for the three months ended December 31, 2024. EBITDA, as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement margin was 33.6% for the year ended December 31, 2024 and 30.0% for the year ended December 31, 2025.

Basic and diluted net (loss) per share was $(0.64) for the three months ended December 31, 2025, $(0.87) for the three months ended September 30, 2025 and was $(0.91) for the three months ended December 31, 2024. Basic and diluted net (loss) per share was $(3.80) for the year ended December 31, 2025 and was $(4.28) for the year ended December 31, 2024.

Total customer connections decreased by 4.7% from December 31, 2024 to 117,643 as of December 31, 2025 and decreased by 0.5% from September 30, 2025. On-net customer connections increased by 0.5% from December 31, 2024 to 87,944 as of December 31, 2025 and increased by 0.2% from September 30, 2025. Off-net customer connections decreased by 14.9% from December 31, 2024 to 24,656 as of December 31, 2025 and decreased by 3.4% from September 30, 2025. Wavelength customer connections increased by 84.6% from December 31, 2024 to 2,064 as of December 31, 2025 and increased by 17.9% from September 30, 2025. Non-core customer connections were 2,979 as of December 31, 2025, 3,244 as of September 30, 2025 and 5,802 as of December 31, 2024.

The number of on-net buildings increased by 126 on-net buildings from December 31, 2024 to 3,579 as of December 31, 2025 and increased by 42 on-net buildings from September 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 December 31, 2025, Cogent was offering optical wavelength services in 1,068 locations in the United States, Mexico and Canada.

Quarterly Dividend Approved

On February 18, 2026, Cogent's Board approved a regular quarterly dividend of $0.02 per share payable on March 20, 2026 to shareholders of record on March 6, 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.

Tax Treatment of 2025 Dividends

Cogent paid four quarterly dividends in 2025 totaling $150.1 million, or $3.05 per share. The expected tax treatment of these dividends is generally that 100.0% are treated as a return of capital and 0.0% are generally treated as dividends for United States federal income tax purposes. While the above information includes general statements about the tax classification of dividends paid on Cogent common stock, these statements do not constitute tax advice. The taxation of corporate distributions can be complex, and stockholders are encouraged to consult their tax advisers to determine what impact the above information may have on their specific tax situation.

Conference Call and Website Information

Cogent will host a conference call with financial analysts at 8:30 a.m. (ET) on February 20, 2026 to discuss Cogent's operating results for the fourth quarter of 2025 and full year 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 305 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 [email protected].

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

Q4 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

$134,281

% Change

from previous

Qtr.

0.4 %

1.5 %

-3.0 %

-5.7 %

0.7 %

2.1 %

2.2 %

-0.7 %

Off-Net

revenue

$118,178

$111,451

$111,291

$113,190

$107,274

$102,177

$95,111

$92,909

% Change

from previous

Qtr.

-4.4 %

-5.7 %

-0.1 %

1.7 %

-5.2 %

-4.8 %

-6.9 %

-2.3 %

Wavelength

revenue (1)

$3,327

$3,625

$5,287

$6,966

$7,119

$9,057

$10,179

$12,097

% Change

from previous

Qtr.

7.0 %

9.0 %

45.8 %

31.8 %

2.2 %

27.2 %

12.4 %

18.8 %

Non-Core

revenue (2)

$6,039

$4,610

$4,139

$3,375

$3,027

$2,682

$1,392

$1,231

% Change

from previous

Qtr.

-16.8 %

-23.7 %

-10.2 %

-18.5 %

-10.3 %

-11.4 %

-48.1 %

-11.6 %

Service

revenue –

total (15) (17)

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

$240,518

% Change

from previous

Qtr.

-2.2 %

-2.2 %

-1.2 %

-1.9 %

-2.1 %

-0.3 %

-1.7 %

-0.6 %

Constant

currency total

revenue

quarterly

growth rate –

sequential

quarters (3)

(15) (17)

-2.3 %

-2.0 %

-1.5 %

-1.5 %

-1.9 %

-1.3 %

-2.1 %

-0.5 %

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 %

-5.7 %

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 %

-0.8 %

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 %

-5.3 %

Excise Taxes

included in

service

revenue (4)

$20,549

$19,182

$19,752

$20,960

$20,200

$19,998

$19,188

$19,786

% Change

from previous

Qtr.

0.6 %

-6.7 %

3.0 %

6.1 %

-3.6 %

-1.0 %

-4.1 %

3.1 %

IPv4 Revenue,

included in

On-Net

revenue (19)

$10,151

$10,938

$11,236

$12,560

$14,413

$15,320

$17,475

$17,323

% Change

from previous

Qtr.

2.8 %

7.8 %

2.7 %

11.8 %

14.8 %

6.3 %

14.1 %

-0.9 %

IPv4

Addresses

Billed

12,213,414

12,813,955

12,943,590

13,033,248

12,879,749

13,187,109

14,600,974

15,274,488

% Change

from previous

Qtr.

6.8 %

4.9 %

1.0 %

0.7 %

-1.2 %

2.4 %

10.7 %

4.6 %

Corporate

revenue (5)

$124,864

$119,557

$116,244

$113,070

$110,686

$109,047

$105,201

$102,817

% Change

from previous

Qtr.

-1.4 %

-4.3 %

-2.8 %

-2.7 %

-2.1 %

-1.5 %

-3.5 %

-2.3 %

Net-centric

revenue (5)

(15)

$91,979

$91,107

$91,873

$93,625

$92,615

$97,309

$100,288

$103,353

% Change

from previous

Qtr.

-1.3 %

-0.9 %

0.8 %

1.9 %

-1.1 %

5.1 %

3.1 %

3.1 %

Enterprise

revenue (5)

(17)

$49,325

$49,781

$49,085

$45,596

$43,747

$39,891

$36,460

$34,348

% Change

from previous

Qtr.

-5.7 %

0.9 %

-1.4 %

-7.1 %

-4.1 %

-8.8 %

-8.6 %

-5.8 %

Network

operations

expenses (4)

$168,548

$155,817

$161,083

$154,706

$136,949

$136,986

$131,107

$128,035

% Change

from previous

Qtr.

-3.2 %

-7.6 %

3.4 %

-4.0 %

-11.5 %

0.0 %

-4.3 %

-2.3 %

GAAP gross

profit (6)

$26,344

$30,240

$9,835

$29,836

$33,571

$33,465

$49,843

$53,742

% Change

from previous

Qtr.

-11.4 %

14.8 %

-67.5 %

203.4 %

12.5 %

-0.3 %

48.9 %

7.8 %

GAAP gross

margin (6)

9.9 %

11.6 %

3.8 %

11.8 %

13.6 %

13.6 %

20.6 %

22.3 %

Non-GAAP

gross profit

(3) (7)

$97,620

$104,626

$96,119

$97,585

$110,099

$109,261

$110,842

$112,483

% Change

from previous

Qtr.

-0.3 %

7.2 %

-8.1 %

1.5 %

12.8 %

-0.8 %

1.4 %

1.5 %

Non-GAAP

gross margin

(3) (7)

36.7 %

40.2 %

37.4 %

38.7 %

44.6 %

44.4 %

45.8 %

46.8 %

Selling,

general and

administrative

expenses (8)

$70,131

$65,130

$60,258

$55,732

$66,340

$60,766

$62,061

$60,740

% Change

from previous

Qtr.

-6.4 %

-7.1 %

-7.5 %

-7.5 %

19.0 %

-8.4 %

2.1 %

-2.1 %

Depreciation

and

amortization

expense (18)

$70,891

$74,036

$85,815

$67,272

$76,038

$75,290

$60,429

$58,422

% Change

from previous

Qtr.

4.6 %

4.4 %

15.9 %

-21.6 %

13.0 %

-1.0 %

-19.7 %

-3.3 %

Equity-based

compensation

expense

$6,950

$3,565

$7,875

$7,348

$8,013

$4,664

$8,932

$4,808

% Change

from previous

Qtr.

4.0 %

-48.7 %

120.9 %

-6.7 %

9.1 %

-41.8 %

91.5 %

-46.2 %

Operating

income (loss)

$(59,389)

$(47,143)

$(57,829)

$(32,767)

$(40,292)

$(31,459)

$(18,128)

$(11,329)

% Change

from previous

Qtr.

-13.3 %

-20.6 %

22.7 %

-43.3 %

23.0 %

-21.9 %

-42.4 %

-37.5 %

Interest

expense (9)

$23,010

$38,840

$32,474

$45,371

$34,015

$48,688

$43,146

$54,135

% Change

from previous

Qtr.

-34.1 %

68.8 %

-16.4 %

39.7 %

-25.0 %

43.1 %

-11.4 %

25.5 %

Non-cash

change in

valuation –

Swap

Agreement (9)

$6,152

$(9,299)

$(5,597)

$(7,632)

$201

$(8,911)

$223

$(9,758)

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)

$(43,317)

Basic net loss

per common

share

$(1.38)

$(0.68)

$(1.33)

$(0.91)

$(1.09)

$(1.21)

$(0.87)

$(0.64)

Diluted net

loss per

common

share

$(1.38)

$(0.68)

$(1.33)

$(0.91)

$(1.09)

$(1.21)

$(0.87)

$(0.64)

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

47,724,101

% Change

from previous

Qtr.

0.1 %

0.2 %

-0.2 %

0.2 %

0.3 %

-0.2 %

0.0 %

0.3 %

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

47,724,101

% Change

from previous

Qtr.

-1.3 %

0.2 %

-0.2 %

0.2 %

0.3 %

-0.2 %

0.0 %

0.3 %

EBITDA (3)

$18,452

$27,126

$35,861

$41,853

$43,759

$48,495

$48,781

$51,743

% Change

from previous

Qtr.

207.0 %

47.0 %

32.2 %

16.7 %

4.6 %

10.8 %

0.6 %

6.1 %

EBITDA

margin (3)

6.9 %

10.4 %

13.9 %

16.6 %

17.7 %

19.7 %

20.2 %

21.5 %

Sprint

acquisition

costs (14)

$9,037

$12,370

$-

$-

$-

$-

$-

$-

Cash

payments

under IP

Transit

Services

Agreement

(11)

$87,500

$66,667

$25,000

$25,000

$25,000

$25,000

$25,000

$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

$76,743

% Change

from previous

Qtr.

4.1 %

-7.7 %

-42.7 %

9.8 %

2.9 %

6.9 %

0.4 %

4.0 %

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 %

31.9 %

Net cash

provided by

(used in)

operating

activities

$19,219

$(22,171)

$(20,226)

$14,532

$36,351

$(44,039)

$3,100

$(5,992)

% Change

from previous

Qtr.

139.5 %

-215.4 %

8.8 %

171.8 %

150.1 %

-221.1 %

107.0 %

-293.3 %

Capital

expenditures

$40,883

$48,767

$59,244

$46,104

$58,088

$56,200

$36,250

$37,031

% Change

from previous

Qtr.

-6.3 %

19.3 %

21.5 %

-22.2 %

26.0 %

-3.3 %

-35.5 %

2.2 %

Principal

payments of

capital

(finance)

lease

obligations

$23,235

$133,472

$4,516

$27,979

$8,003

$8,520

$8,791

$8,528

% Change

from previous

Qtr.

23.5 %

474.4 %

-96.6 %

519.6 %

-71.4 %

6.5 %

3.2 %

-3.0 %

Dividends

paid (16)

$478

$93,304

$47,210

$48,416

$49,133

$49,560

$49,066

$2,304

Gross

Leverage

Ratio (3) (11)

3.57

4.06

4.94

5.72

6.69

8.65

8.24

8.04

Net Leverage

Ratio (3) (11)

3.17

3.14

4.13

5.07

6.08

7.52

7.44

7.34

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

7.35

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

6.64

Gross

Leverage

Ratio under

the

Company's

Indentures (3)

3.51

4.50

5.11

5.81

5.86

6.82

5.66

6.13

Secured

Leverage

Ratio under

the

Company's

Indentures (3)

2.33

2.49

2.90

3.38

3.44

4.20

3.49

3.80

Interest

Coverage

Ratio under

the

Company's

Indentures (3)

4.05

4.06

3.85

2.88

2.80

2.43

2.62

2.38

Customer

Connections

– end of

period (15)

On-Net

customer

connections

87,574

87,387

87,655

87,500

86,781

87,407

87,767

87,944

% Change

from previous

Qtr.

-0.8 %

-0.2 %

0.3 %

-0.2 %

-0.8 %

0.7 %

0.4 %

0.2 %

Off-Net

customer

connections

34,579

32,758

32,420

28,963

27,508

26,239

25,518

24,656

% Change

from previous

Qtr.

-5.7 %

-5.3 %

-1.0 %

-10.7 %

-5.0 %

-4.6 %

-2.7 %

-3.4 %

Wavelength

customer

connections

(1)

693

754

1,041

1,118

1,322

1,469

1,750

2,064

% Change

from previous

Qtr.

4.8 %

8.8 %

38.1 %

7.4 %

18.2 %

11.1 %

19.1 %

17.9 %

Non-Core

customer

connections

(2)

10,037

7,883

5,217

5,802

5,120

3,615

3,244

2,979

% Change

from previous

Qtr.

-16.2 %

-21.5 %

-33.8 %

11.2 %

-11.8 %

-29.4 %

-10.3 %

-8.2 %

Total

customer

connections

(15)

132,883

128,782

126,333

123,383

120,731

118,730

118,279

117,643

% Change

from previous

Qtr.

-3.4 %

-3.1 %

-1.9 %

-2.3 %

-2.1 %

-1.7 %

-0.4 %

-0.5 %

Corporate

customer

connections

(5)

51,821

48,690

47,613

46,371

45,295

44,307

43,391

42,579

% Change

from previous

Qtr.

-4.9 %

-6.0 %

-2.2 %

-2.6 %

-2.3 %

-2.2 %

-2.1 %

-1.9 %

Net-centric

customer

connections

(5) (15)

61,599

61,736

62,273

62,236

61,795

62,659

63,875

64,551

% Change

from previous

Qtr.

-1.2 %

0.2 %

0.9 %

-0.1 %

-0.7 %

1.4 %

1.9 %

1.1 %

Enterprise

customer

connections

(5) (17)

19,463

18,356

16,447

14,776

13,641

11,764

11,013

10,513

% Change

from previous

Qtr.

-6.2 %

-5.7 %

-10.4 %

-10.2 %

-7.7 %

-13.8 %

-6.4 %

-4.5 %

On-Net

Buildings –

end of period

Multi-Tenant

office

buildings

1,861

1,864

1,870

1,871

1,867

1,871

1,869

1,881

Carrier

neutral data

center

buildings

1,376

1,393

1,410

1,423

1,453

1,471

1,482

1,511

Cogent data

centers

78

86

95

104

101

101

100

100

Cogent edge

data centers

6

43

49

55

79

86

86

87

Total on-net

buildings

3,321

3,386

3,424

3,453

3,500

3,529

3,537

3,579

Total carrier

neutral data

center nodes

1,586

1,602

1,627

1,646

1,668

1,675

1,686

1,715

Wave enabled

locations

295

516

657

808

883

938

996

1,068

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

1,025,139,485

Total

Technical

Buildings

Owned (12)

482

482

482

482

482

482

482

482

Square feet –

Technical

Buildings

Owned (12)

1,603,569

1,603,569

1,603,569

1,603,569

1,603,569

1,603,569

1,603,569

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

73,218

Metro route

miles –

Leased

25,977

27,373

28,510

29,802

30,788

31,297

31,388

32,634

Metro fiber

miles –

Leased

79,138

80,042

84,476

87,678

90,696

92,631

93,338

96,663

Intercity route

miles –

Owned

21,883

21,883

21,883

21,883

21,883

21,883

21,883

21,883

Metro route

miles –

Owned

1,704

1,704

1,704

1,704

1,704

1,704

1,704

1,704

Connected

networks –

AS's

8,098

8,135

8,212

8,250

8,240

8,085

8,043

7,659

Headcount –

end of period

(13)

Sales force –

quota bearing

(13)

677

656

655

650

629

628

617

590

Sales force –

total (13)

871

851

847

843

820

820

802

777

Total

employees

(13)

1,955

1,901

1,908

1,916

1,899

1,889

1,882

1,833

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

4.1

FTE – sales

reps

627

632

620

622

605

588

592

585

(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, $570 and $319 in the three-month periods ended March 31, 2024 through December 31, 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, $19,188 and $19,786 in the three-month periods ended March 31, 2024 through December 31, 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, $8,362 and $4,489 in the three-month periods ended March 31, 2024 through December 31, 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, September 30, 2025 or December 31, 2025.

(9) As of December 31, 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, $9,769 and $9,880 for the three-month periods ended June 30, 2024, December 31, 2024, June 30, 2025 and December 31, 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 87 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, $224,167 and $203,120 as of March 31, 2024 to December 31, 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.

Q1

2024

Q2

2024

Q3

2024

Q4

2024

Q1

2025

Q2

2025

Q3

2025

Q4

2025

YEAR

2024

YEAR

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

$(5,992)

$(8,645)

$(10,579)

Changes in operating assets

and liabilities

$(34,640)

$11,077

$22,868

$27,892

$(26,614)

$42,244

$8,941

$7,795

30,343

32,237

Cash interest expense and

income tax expense

33,873

38,220

33,219

(571)

34,022

50,290

36,740

49,940

101,120

171,127

EBITDA

$18,452

$27,126

$35,861

$41,853

$43,759

$48,495

$48,781

$51,743

$122,818

$192,785

PLUS: Sprint acquisition costs

$9,037

$12,370

$-

$-

$-

$-

$-

$-

$21,407

$-

PLUS: Cash payments made

to the Company under IP

Transit Services Agreement

87,500

66,667

25,000

25,000

25,000

25,000

25,000

25,000

204,167

100,000

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

$76,743

$348,392

$292,785

EBITDA margin

6.9 %

10.4 %

13.9 %

16.6 %

17.7 %

19.7 %

20.2 %

21.5 %

11.9 %

19.8 %

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 %

31.9 %

33.6 %

30.0 %

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

Q1

2024

Q2

2024

Q3

2024

Q4

2024

Q1

2025

Q2

2025

Q3

2025

Q4

2025

YEAR

2024

YEAR

2025

Service

revenue, as

reported –

current

period

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

$240,518

$1,036,104

$975,766

Impact of

foreign

currencies

on service

revenue

(304)

323

(620)

1,022

542

(2,419)

(938)

191

261

(4,570)

Service

revenue - as

adjusted for

currency

impact (1)

$265,864

$260,766

$256,582

$253,313

$247,590

$243,828

$241,011

$240,709

$1,036,365

$971,196

Service

revenue, as

reported –

prior

sequential

period

$272,099

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

$940,922

$1,036,104

Constant

currency

revenue

increase

(decrease)

$(6,235)

$(5,402)

$(3,861)

$(3,889)

$(4,701)

$(3,220)

$(5,236)

$(1,240)

$95,443

$(64,908)

Constant

currency

revenue

percent

increase

(decrease)

-2.3 %

-2.0 %

-1.5 %

-1.5 %

-1.9 %

-1.3 %

-2.1 %

-0.5 %

10.1 %

-6.3 %

(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

Q1

2024

Q2

2024

Q3

2024

Q4

2024

Q1

2025

Q2

2025

Q3

2025

Q4

2025

YEAR

2024

YEAR

2025

Service revenue, as reported –

current period

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

$240,518

$1,036,104

$975,766

Impact of foreign currencies on

service revenue

(362)

420

(213)

405

1,258

(1,507)

(1,806)

(2,659)

261

(4,570)

Service revenue - as adjusted for

currency impact (2)

$265,806

$260,863

$256,989

$252,696

$248,306

$244,740

$240,143

$237,859

$1,036,365

$971,196

Service revenue, as reported – prior

year period

$153,588

$239,806

$275,429

$272,099

$266,168

$260,443

$257,202

$252,291

$940,922

$1,036,104

Constant currency revenue increase

$112,218

$21,057

$(18,440)

$(19,403)

$(17,862)

$(15,703)

$(17,059)

$(14,432)

$95,443

$(64,908)

Constant currency percent revenue

increase

73.1 %

8.8 %

-6.7 %

-7.1 %

-6.7 %

-6.0 %

-6.6 %

-5.7 %

10.1 %

-6.3 %

(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

Q1

2024

Q2

2024

Q3

2024

Q4

2024

Q1

2025

Q2

2025

Q3

2025

Q4

2025

YEAR

2024

YEAR

2025

Service revenue, as reported – current

period

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

$240,518

$1,036,104

$975,766

Impact of foreign currencies on service

revenue

(304)

323

(620)

1,022

542

(2,419)

(938)

191

261

(4,570)

Impact of excise taxes on service

revenue

(121)

1,367

(570)

(1,208)

760

202

832

(598)

(30,224)

1,269

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

$240,111

$1,006,141

$972,465

Service revenue, as reported – prior

sequential period

$272,099

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

$940,922

$1,036,104

Constant currency and excise taxes

revenue increase (decrease)

$(6,356)

$(4,035)

$(4,431)

$(5,097)

$(3,941)

$(3,018)

$(4,404)

$(1,838)

$65,219

$(63,639)

Constant currency and excise tax

revenue percent increase (decrease)

-2.3 %

-1.5 %

-1.7 %

-2.0 %

-1.6 %

-1.2 %

-1.8 %

-0.8 %

6.9 %

-6.1 %

(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

Q1

2024

Q2

2024

Q3

2024

Q4

2024

Q1

2025

Q2

2025

Q3

2025

Q4

2025

YEAR

2024

YEAR

2025

Service revenue, as reported – current

period

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

$240,518

$1,036,104

$975,766

Impact of foreign currencies on service

revenue

(362)

420

(213)

405

1,258

(1,507)

(1,806)

(2,659)

261

(4,570)

Impact of excise taxes on service

revenue

(16,356)

(8,142)

(5,195)

(532)

349

(816)

586

1,174

(30,224)

1,269

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

$239,033

$1,006,141

$972,465

Service revenue, as reported – prior

year period

$153,588

$239,806

$275,429

$272,099

$266,168

$260,443

$257,202

$252,291

$940,922

$1,036,104

Constant currency and excise taxes

revenue increase

$95,862

$12,915

$(23,635)

$(19,935)

$(17,513)

$(16,519)

$(16,473)

$(13,258)

$65,219

$(63,639)

Constant currency and excise tax

percent revenue increase

62.4 %

5.4 %

-8.6 %

-7.3 %

-6.6 %

-6.3 %

-6.4 %

-5.3 %

6.9 %

-6.1 %

(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

Q4 2025

YEAR

2024

YEAR

2025

($ in 000's) – unaudited

Service revenue total

$266,168

$260,443

$257,202

$252,291

$247,048

$246,247

$241,949

$240,518

$1,036,104

$975,766

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

186,776

939,849

805,141

GAAP Gross Profit (5)

$26,344

$30,240

$9,835

$29,836

$33,571

$33,465

$49,843

$53,742

$96,255

$170,625

Plus - Equity-based compensation –

network operations expense

385

350

469

477

490

506

570

319

1,681

1,885

Plus – Depreciation and amortization

expense

$70,891

$74,036

$85,815

$67,272

$76,038

$75,290

$60,429

$58,422

$298,014

$270,179

Non-GAAP Gross Profit (6)

$97,620

$104,626

$96,119

$97,585

$110,099

$109,261

$110,842

$112,483

$395,950

$442,689

GAAP Gross Margin (5)

9.9 %

11.6 %

3.8 %

11.8 %

13.6 %

13.6 %

20.6 %

22.3 %

9.3 %

17.5 %

Non-GAAP Gross Margin (6)

36.7 %

40.2 %

37.4 %

38.7 %

44.6 %

44.4 %

45.8 %

46.8 %

38.2 %

45.4 %

(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.

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

As of

December 31,

2025

Cash and cash equivalents &

restricted cash

$163,274

$426,241

$316,092

$227,916

$183,970

$306,725

$226,294

$205,112

Debt

Capital (finance) leases –

current portion

64,043

21,253

21,939

21,225

24,685

26,523

24,990

26,112

Capital (finance) leases – long

term

453,473

405,176

460,632

517,161

543,852

578,634

576,851

597,239

Senior Secured 2032 Notes

600,000

600,000

600,000

Senior Secured 2026 Notes

500,000

500,000

500,000

500,000

500,000

Secured IPv4 Notes

206,000

206,000

206,000

206,000

380,400

380,400

380,400

Senior Unsecured 2027 Notes

450,000

750,000

750,000

750,000

750,000

750,000

750,000

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

2,353,751

Total net debt

1,304,242

1,456,188

1,622,479

1,766,470

1,840,567

2,028,832

2,105,947

2,148,639

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

292,785

Gross leverage ratio

3.57

4.06

4.94

5.72

6.69

8.65

8.24

8.04

Net leverage ratio

3.17

3.14

4.13

5.07

6.08

7.52

7.44

7.34

Total amounts Due from T-

Mobile

$383,981

$323,650

$304,497

$284,979

$265,090

$244,821

$224,167

$203,120

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

2,150,631

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

1,945,519

Gross leverage ratio, adjusted

for amounts Due from T-Mobile

2.64

3.37

4.16

4.91

5.81

7.74

7.45

7.35

Net leverage ratio, adjusted for

amounts Due from T-Mobile

2.24

2.45

3.36

4.25

5.21

6.61

6.65

6.64

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)

As of

December 31,

2025

(2)

Cash and cash equivalents &

restricted cash

139,342

372,123

266,822

205,464

$165,676

$195,165

$136,513

$135,410

Debt

Capital (finance) leases –

current portion

21,657

21,253

21,939

21,225

24,685

26,523

24,990

26,112

Capital (finance) leases – long

term

371,116

405,176

460,632

517,161

543,852

578,634

576,851

597,239

Letters of credit

123

123

126

121

124

130

130

130

Senior Secured 2026 Notes

500,000

500,000

500,000

500,000

500,000

Senior Secured 2032 Notes

600,000

600,000

600,000

Senior Unsecured 2027 Notes

450,000

750,000

750,000

750,000

750,000

750,000

750,000

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

1,973,481

Total net debt

1,203,554

1,304,429

1,465,875

1,583,043

1,652,985

1,760,122

1,815,458

1,838,071

Total secured debt

892,896

926,552

982,697

1,038,507

1,068,661

1,205,287

1,201,971

1,223,481

Consolidated Cash Flow (2)

382,850

372,621

338,892

307,655

310,345

286,881

344,739

322,154

Consolidated Leverage Ratio

for the Reference Period

3.51

4.50

5.11

5.81

5.86

6.82

5.66

6.13

Net leverage ratio (1)

3.14

3.50

4.33

5.15

5.33

6.14

5.27

5.71

Secured Leverage Ratio for

the Reference Period (2)

2.33

2.49

2.90

3.38

2.58

4.20

3.49

3.80

Fixed Charges for the

Reference Period (2)

94,614

91,723

88,057

106,877

110,704

118,290

131,688

135,228

Fixed Charge Coverage Ratio

for the Reference Period (2)

4.05

4.06

3.85

2.88

2.80

2.43

2.62

2.38

(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

Q4 2025

Consolidated Cash Flow under the Indentures

286,881

344,739

322,154

PLUS: Cash Payments under IP Transit Services Agreement with TMUSA

100,000

100,000

100,000

Consolidated Cash Flow - $600.0 million Secured 2032 Notes

386,881

444,739

422,154

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

5.05

4.39

4.67

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

4.55

4.08

4.35

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

135,228

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

3.27

3.38

3.12

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

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2025 AND 2024

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

2025

2024

Assets

Current assets:

Cash and cash equivalents

$

148,515

$

198,486

Restricted cash

56,597

29,430

Accounts receivable, net of allowance for credit losses of $4,610 and $9,762, respectively

88,050

96,934

Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $10,401 and $16,915,

respectively

89,599

83,085

Due from T-Mobile, Transition Services Agreement

119

62

Prepaid expenses and other current assets

67,701

74,104

Total current assets

450,581

482,101

Property and equipment:

Property and equipment

3,642,906

3,319,731

Accumulated depreciation and amortization

(1,921,832)

(1,655,564)

Total property and equipment, net

1,721,074

1,664,167

Right-of-use leased assets

310,523

324,315

IPv4 intangible asset

458,000

458,000

Other intangible assets, net

11,251

13,029

Due from T-Mobile, IP Transit Services Agreement, net of discount of $2,255 and $12,122, respectively

89,412

179,534

Due from T-Mobile, Purchase Agreement, net of discount of $4,006 and $5,755, respectively

24,109

22,360

Deposits and other assets

34,834

29,596

Total assets

$

3,099,784

$

3,173,102

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$

30,571

$

39,805

Accrued and other current liabilities

109,582

134,609

Due to T-Mobile – Transition Services Agreement

525

Current maturities, operating lease liabilities

54,576

57,172

Finance lease obligations, current maturities

26,112

21,225

Total current liabilities

220,841

253,336

Senior secured 2032 notes, net of unamortized debt costs of $2,020

597,980

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 $1,236 and $2,013, respectively, and

discounts of $4,344 and $7,053, respectively

744,420

740,934

Secured IPv4 notes, net of debt costs of $8,863 and $6,702, respectively

371,537

199,298

Operating lease liabilities, net of current maturities

269,753

302,004

Finance lease obligations, net of current maturities

597,239

517,161

Deferred income tax liabilities

333,294

398,266

Other long-term liabilities

28,568

40,129

Total liabilities

3,163,632

2,950,254

Commitments and contingencies

Stockholders' (deficit) equity:

Common stock, $0.001 par value; 75,000,000 shares authorized; 50,062,158 and 49,034,925 shares issued and

outstanding, respectively

50

49

Additional paid-in capital

643,256

629,829

Accumulated other comprehensive income (loss)

1,428

(30,685)

Accumulated deficit

(708,582)

(376,345)

Total stockholders' (deficit) equity

(63,848)

222,848

Total liabilities and stockholders' (deficit) equity

$

3,099,784

$

3,173,102

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Three Months Ended

December 31, 2025

(Unaudited)

Three Months Ended

December 31, 2024

(Unaudited)

Service revenue

$

240,518

$

252,291

Operating expenses:

Network operations (including $319 and $477 of equity-based compensation expense, respectively),

exclusive of amounts shown separately

128,354

155,183

Selling, general, and administrative (including $4,489 and $6,871 of equity-based compensation

expense, respectively)

65,229

62,603

Depreciation and amortization

58,422

67,272

Total operating expenses

252,005

285,058

Gains on lease terminations and other

158

Operating loss

(11,329)

(32,767)

Interest expense, including change in valuation – interest rate swap

(44,377)

(37,739)

Interest income – IP Transit Services Agreement

3,502

5,065

Interest income – Purchase Agreement

450

417

Interest income and other

4,172

10,014

Loss before income taxes

(47,582)

(55,010)

Income tax benefit

16,801

11,693

Net loss

$

(30,781)

$

(43,317)

Comprehensive loss:

Net loss

$

(30,781)

$

(43,317)

Foreign currency translation adjustment

2,860

(18,391)

Comprehensive loss

$

(27,921)

$

(61,708)

Basic net loss per common share

$

(0.64)

$

(0.91)

Diluted net loss per common share

$

(0.64)

$

(0.91)

Dividends declared per common share

$

0.020

$

0.995

Weighted-average common shares-basic

47,724,101

47,540,833

Weighted-average common shares -diluted

47,724,101

47,540,833

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2025

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

2025

2024

2023

Service revenue

$

975,766

$

1,036,104

$

940,922

Operating expenses:

Network operations (including $1,885, $1,681 and $1,069 of equity-based

compensation expense, respectively), exclusive of amounts shown separately

534,962

641,836

544,232

Selling, general, and administrative (including $24,532, $24,057 and $25,855 of

equity-based compensation expense, respectively)

274,436

275,781

275,318

Acquisition costs – Cogent Fiber Business

21,407

18,492

Depreciation and amortization

270,181

298,018

232,209

Total operating expenses

1,079,579

1,237,042

1,070,251

Gains on lease terminations and other

2,740

3,332

Operating loss

(101,073)

(197,606)

(129,329)

Interest expense, including change in valuation – interest rate swap

(161,362)

(123,317)

(93,344)

Loss on debt extinguishment and redemption – 2026 Notes

(5,606)

Gain on bargain purchase – Cogent Fiber Business

22,202

1,406,435

Interest income – IP Transit Services Agreement

16,391

23,767

26,796

Interest income – Purchase Agreement

1,749

748

1,889

Interest income and other

4,936

14,557

7,030

(Loss) income before income taxes

(244,965)

(259,649)

1,219,477

Income tax benefit

62,791

55,575

53,964

Net (loss) income

$

(182,174)

$

(204,074)

$

1,273,441

Comprehensive (loss) income:

Net (loss) income

$

(182,174)

$

(204,074)

$

1,273,441

Foreign currency translation adjustment

32,113

(16,300)

4,771

Comprehensive (loss) income

$

(150,061)

$

(220,374)

$

1,278,212

Basic net (loss) income per common share

$

(3.80)

$

(4.28)

$

26.88

Diluted net (loss) income per common share

$

(3.80)

$

(4.28)

$

26.62

Dividends declared per common share

$

3.05

$

3.92

$

3.76

Weighted-average common shares-basic

47,928,826

47,627,873

47,373,361

Weighted-average common shares -diluted

47,928,826

47,627,873

47,837,512

COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(IN THOUSANDS)

Three Months Ended

December 31, 2025

(Unaudited)

Three Months Ended

December 31, 2024

(Unaudited)

Cash flows from operating activities:

Net loss

$

(30,781)

$

(43,317)

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

Depreciation and amortization

58,422

67,272

Amortization of debt discounts and premium

1,472

1,324

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

(3,952)

(5,482)

Equity-based compensation expense (net of amounts capitalized)

4,808

7,348

Gains – lease terminations and other

(158)

Deferred income taxes

(18,250)

15,279

Changes in operating assets and liabilities:

Accounts receivable

7,803

2,631

Prepaid expenses and other current assets

1,766

(1,890)

Due to T-Mobile – Transition Services Agreement

(18)

(1,045)

Due from T-Mobile – Transition Services Agreement

112

(62)

Deposits and other assets

(3,845)

2,409

Accounts payable, accrued liabilities and other long-term liabilities

(23,371)

(29,935)

Net cash (used in) provided by operating activities

(5,992)

14,532

Cash flows from investing activities:

Cash receipts - IP Transit Services Agreement – T-Mobile

25,000

25,000

Purchases of property and equipment

(37,031)

(46,104)

Net cash used in investing activities

(12,031)

(21,104)

Cash flows from financing activities:

Dividends paid

(2,304)

(48,416)

Principal payments of finance lease obligations

(8,528)

(27,979)

Proceeds from exercises of common stock options

1,252

Net cash used in financing activities

(10,832)

(75,143)

Effect of exchange rate changes on cash

7,673

(6,461)

Net decrease in cash and cash equivalents & restricted cash

(21,182)

(88,176)

Cash and cash equivalents & restricted cash, beginning of period

226,294

316,092

Cash and cash equivalents & restricted cash, end of period

$

205,112

$

227,916

COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2025

(IN THOUSANDS)

2025

2024

2023

Cash flows from operating activities:

Net (loss) income

$

(182,174)

$

(204,074)

$

1,273,441

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

Depreciation and amortization

270,181

298,018

232,209

Amortization of debt discounts and premium

5,724

3,688

1,323

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

(18,140)

(24,515)

(28,685)

Equity-based compensation expense (net of amounts capitalized)

26,417

25,738

26,924

Gain on bargain purchase – Cogent Fiber Business

(22,202)

(1,406,435)

Loss on extinguishment & redemption of 2026 notes

5,606

Gains – lease terminations and other

(2,740)

(3,332)

212

Deferred income taxes

(64,972)

(51,623)

(69,582)

Changes in operating assets and liabilities:

Accounts receivable

8,884

38,541

(51,002)

Prepaid expenses and other current assets

(1,449)

(5,839)

(11,001)

Due to T-Mobile – Transition Services Agreement

(525)

(66,383)

66,908

Due from T-Mobile – Transition Services Agreement

(57)

4,452

(4,514)

Deposits and other assets

(6,921)

(3,966)

(1,548)

Accounts payable, accrued liabilities and other long-term liabilities

(50,413)

2,852

(10,905)

Net cash (used in) provided by operating activities

(10,579)

(8,645)

17,345

Cash flows from investing activities:

Cash receipts - IP Transit Services Agreement – T-Mobile

100,000

204,167

204,167

Acquisition of Cogent Fiber Business, net of $47.1 million of cash acquired in 2023

12,323

2,191

Purchases of property and equipment

(187,569)

(194,998)

(129,632)

Net cash (used in) provided by investing activities

(87,569)

21,492

76,726

Cash flows from financing activities:

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

597,842

Net proceeds from issuance of senior unsecured 2027 notes, net of debt costs of $1.6 million and a

discount of $6.8 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

Redemption and extinguishment of secured 2026 notes

(505,000)

Dividends paid

(150,063)

(189,408)

(181,716)

Purchases and retirement of common stock

(16,686)

(7,968)

Principal payments of finance lease obligations

(33,843)

(74,632)

(77,362)

Settlement of a finance lease – at a discount

(114,576)

Proceeds from exercises of common stock options

175

2,204

1,227

Net cash provided by (used in) financing activities

62,904

105,925

(257,851)

Effect of exchange rate changes on cash

12,440

(4,637)

1,649

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

(22,804)

114,135

(162,131)

Cash and cash equivalents & restricted cash, beginning of year

227,916

113,781

275,912

Cash and cash equivalents & restricted cash, end of year

$

205,112

$

227,916

$

113,781

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, 2025 and our Form 10-Q for the quarterly periods ended March 31, 2024, 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.