Form 8-K

8-K — COGENT COMMUNICATIONS HOLDINGS, INC.

Accession: 0001104659-26-091634

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001158324

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2622093d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622093d1_ex99-1.htm)

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8-K (Primary)

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0001158324

2026-08-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

August 6, 2026

Cogent Communications Holdings, Inc.

(Exact name of registrant as specified in

its charter)

Delaware

000-51829

46-5706863

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

2450 N St NW,

Washington, D.C.

20037

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: 202-295-4200

Not

Applicable

(Former name or former address, if

changed since last report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of Each Class

Trading Symbol

Name

of Each Exchange on which

Registered

Common Stock, par value $0.001 per share

CCOI

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2026, Cogent Communications Holdings, Inc. issued

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

financial results at 8:30 a.m. ET on August 6, 2026, which will be simultaneously broadcast on a link available through the

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

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

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

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

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

set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number

Description

99.1

Press Release of Cogent Communications Holdings, Inc. dated August 6, 2026. (filed herewith).

104

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

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cogent Communications Holdings, Inc.

August 6, 2026

By:

/s/ David Schaeffer

Name:

David Schaeffer

Title:

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622093d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR

IMMEDIATE RELEASE

Cogent

Contacts:

For

Public Relations:

For Investor

Relations:

Jocelyn

Johnson

John Chang

+ 1 (202) 295-4299

+ 1 (202) 295-4212

jajohnson@cogentco.com

investor.relations@cogentco.com

Cogent Communications

Reports Second Quarter 2026 Results

Financial and Business Highlights

· Cogent

sold ten of its owned data centers for net proceeds of $224.2 million resulting in a gain

of $130.7 million in Q2 2026.

· Service

revenue was $235.6 million for Q2 2026 and was $239.2 million for Q1 2026.

o On-net

revenue, including wavelengths, increased by 0.7% sequentially from Q1 2026 to $150.2 million

for Q2 2026 and increased by 6.2% from Q2 2025.

· EBITDA,

as adjusted, was $71.1 million for Q2 2026 and increased by 1.3% from Q1 2026.

o EBITDA,

as adjusted, margin was 30.2% for Q2 2026 and was 29.3% for Q1 2026.

· IP

Network traffic for Q2 2026 increased by 2% from Q1 2026 and increased by 16% from Q2 2025.

· Total cash and restricted cash at the end of Q2 2026 was $369.7 million.

· Cogent

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

· Cogent

purchased $20.4 million par value of its 2032 secured notes at a discount for a gain of $1.6

million during Q2 2026.

o Cogent

purchased an additional $118.4 million of its 2032 secured notes at a discount for a gain

of $11.8 million during the month of July 2026.

· Cogent’s

net leverage ratio, adjusted for amounts due from T-Mobile, declined to 6.23 for Q2 2026

compared to 6.79 for Q1 2026 and 6.61 for Q2 2025.

[WASHINGTON, D.C. August 6,

2026] Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $235.6 million

for the three months ended June 30, 2026, a decrease of 1.5% from the three months ended March 31, 2026 and a decrease of 4.3%

from the three months ended June 30, 2025.

Foreign exchange rates negatively impacted

service revenue growth from the three months ended March 31, 2026 to the three months ended June 30, 2026 by $0.3 million and

positively impacted service revenue growth from the three months ended June 30, 2025 to the three months ended June 30, 2026

by $0.7 million. On a constant currency basis, service revenue decreased by 1.4% from the three months ended March 31, 2026 to the

three months ended June 30, 2026 and decreased by 4.6% from the three months ended June 30, 2025 to the three months ended

June 30, 2026.

Page 1 of 23

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 $135.4 million

for the three months ended June 30, 2026, a decrease of 0.1% from the three months ended March 31, 2026 and an increase of

2.3% from the three months ended June 30, 2025.

Off-net customers are located in buildings

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

the link from the customers’ premises to Cogent’s network. Off-net revenue was $84.5 million for the three months ended June 30,

2026, a decrease of 5.1% from the three months ended March 31, 2026 and a decrease of 17.3% from the three months ended June 30,

2025.

Wavelength revenue was $14.8 million

for the three months ended June 30, 2026, an increase of 9.2% from the three months ended March 31, 2026 and an increase of

63.8% from the three months ended June 30, 2025.

Non-core services are legacy services,

which Cogent acquired and continues to support but does not actively sell. Non-core revenue was $0.9 million for the three months ended

June 30, 2026, $1.0 million for the three months ended March 31, 2026 and $2.7 million for the three months ended June 30,

2025.

GAAP gross profit is defined as total

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

expense. GAAP gross margin is defined as GAAP gross profit divided by total service revenue. GAAP gross profit increased by 3.0% from

the three months ended March 31, 2026 to $57.6 million for the three months ended June 30, 2026 and increased by 72.1% from

the three months ended June 30, 2025.

GAAP gross margin was 24.5% for the

three months ended June 30, 2026, 23.4% for the three months ended March 31, 2026 and 13.6% for the three months ended June 30,

2025.

Page 2 of 23

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 0.3% from the three months ended March 31, 2026 to $110.7 million for the three months ended June 30, 2026 and increased

by 1.3% from the three months ended June 30, 2025.

Non-GAAP gross margin was 47.0% for

the three months ended June 30, 2026, 46.1% for the three months ended March 31, 2026 and 44.4% for the three months ended

June 30, 2025.

Net cash provided by (used in) operating

activities was $3.2 million for the three months ended June 30, 2026, $14.8 million for the three months ended March 31, 2026

and ($44.0) million for the three months ended June 30, 2025.

IP Transit Services Agreement

On May 1, 2023, the closing date

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

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

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

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

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

million for each of the three months ended March 31, 2026 and June 30, 2025 and $33.3 million for the three months ended June 30,

2026. The $8.3 million monthly payment for July 2026 was paid to Cogent on June 30, 2026.

Earnings before interest, taxes, depreciation

and amortization (EBITDA), was $46.1 million for the three months ended June 30, 2026, $45.2 million for the three months ended

March 31, 2026 and $48.5 million for the three months ended June 30, 2025.

EBITDA margin, was 19.6% for the three

months ended June 30, 2026, 18.9% for the three months ended March 31, 2026 and 19.7% for the three months ended June 30,

2025.

Page 3 of 23

EBITDA, as adjusted, for cash paid under

the IP Transit Services Agreement, was $71.1 million for the three months ended June 30, 2026, $70.2 million for the three months

ended March 31, 2026 and $73.5 million for the three months ended June 30, 2025. The $8.3 million monthly payment for July 2026

paid to Cogent on June 30, 2026 was not included in EBITDA, as adjusted for the three months ended June 30, 2026.

EBITDA margin, as adjusted for cash

paid under the IP Transit Services Agreement, was 30.2% for the three months ended June 30, 2026, 29.3% for the three months ended

March 31, 2026 and 29.8% for the three months ended June 30, 2025.

Basic and diluted net earnings (loss)

per share was $1.39 and $1.38 for the three months ended June 30, 2026, $(0.83) for the three months ended March 31, 2026 and

was $(1.21) for the three months ended June 30, 2025. The gain on the sale of ten owned data centers was $130.7 million and included

in earnings per share for the three months ended June 30, 2026.

Total customer connections decreased

by 2.4% from June 30, 2025 to 115,839 as of June 30, 2026 and decreased by 0.8% from March 31, 2026. On-net customer connections

increased by 0.7% from June 30, 2025 to 88,013 as of June 30, 2026 and increased by 0.1% from March 31, 2026. Off-net

customer connections decreased by 12.2% from June 30, 2025 to 23,033 as of June 30, 2026 and decreased by 4.1% from March 31,

2026. Wavelength customer connections increased by 66.4% from June 30, 2025 to 2,445 as of June 30, 2026 and increased by 8.0%

from March 31, 2026. Non-core customer connections were 2,348 as of June 30, 2026, 2,633 as of March 31, 2026 and 3,615

as of June 30, 2025.

The number of on-net buildings increased

by 98 on-net buildings from June 30, 2025 to 3,627 as of June 30, 2026 and increased by 22 on-net buildings from March 31,

2026.

Amendment to 2032 Secured Notes

In the three months ended June 30,

2026, Cogent began to solicit consents from the holders of its 2032 secured notes to amend the indenture for its 2032 secured notes.

In June 2026, Cogent obtained approval from a majority of the holders of its 2032 secured notes and the First Supplemental Indenture

became effective.

Page 4 of 23

· The

First Supplemental Indenture includes, among other provisions, the following:

o An

increase to the maximum secured debt leverage ratio from 4.00 to 4.75.

o A

commitment to use at least $175.0 million of the proceeds from the sale of data centers to

repurchase its debt obligations at a discount.

Purchases of 2032 Secured Notes

During the three months ended June 30,

2026, Cogent purchased $20.4 million par value of its 2032 secured notes at an average price of $91.955, resulting in a gain of $1.6

million.

In July 2026, Cogent purchased

an additional $118.4 million par value of its 2032 secured notes at an average price of $90.071 resulting in a gain of $11.8 million.

Total purchases of Cogent’s 2032

secured notes through July 31, 2026, were $138.8 million at an average price of $90.348, for a total gain of $13.4 million.

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 June 30, 2026, Cogent was offering optical wavelength services in 1,137 locations

in the United States, Mexico and Canada.

Quarterly Dividend Approved

On August 5, 2026, Cogent’s

Board approved a regular quarterly dividend of $0.02 per share payable on September 4, 2026 to shareholders of record on August 21,

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.

Page 5 of 23

Conference Call and Website Information

Cogent will host a conference call with

financial analysts at 8:30 a.m. (ET) on August 6, 2026 to discuss Cogent’s operating results for the second quarter of

2026. Investors and other interested parties may access a live audio webcast of the earnings call in the “Events” section

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

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

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

About Cogent Communications

Cogent Communications (NASDAQ: CCOI)

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

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

provides services in 308 markets globally.

Cogent Communications is headquartered

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

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

# # #

Page 6 of 23

COGENT COMMUNICATIONS

HOLDINGS, INC., AND SUBSIDIARIES

Summary of Financial

and Operational Results

Q1 2025

Q2 2025

Q3 2025

Q4 2025

Q1 2026

Q2 2026

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

On-Net revenue (13)

$ 129,628

$ 132,331

$ 135,267

$ 134,281

$ 135,568

$ 135,368

% Change from previous Qtr.

0.7 %

2.1 %

2.2 %

-0.7 %

1.0 %

-0.1 %

Off-Net revenue

$ 107,274

$ 102,177

$ 95,111

$ 92,909

$ 89,023

$ 84,487

% Change from previous Qtr.

-5.2 %

-4.8 %

-6.9 %

-2.3 %

-4.2 %

-5.1 %

Wavelength revenue (1)

$ 7,119

$ 9,057

$ 10,179

$ 12,097

$ 13,585

$ 14,831

% Change from previous Qtr.

2.2 %

27.2 %

12.4 %

18.8 %

12.3 %

9.2 %

Non-Core revenue (2)

$ 3,027

$ 2,682

$ 1,392

$ 1,231

$ 1,011

$ 873

% Change from previous Qtr.

-10.3 %

-11.4 %

-48.1 %

-11.6 %

-17.9 %

-13.6 %

Service revenue – total (13)

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

$ 235,559

% Change from previous Qtr.

-2.1 %

-0.3 %

-1.7 %

-0.6 %

-1.5 %

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

-1.9 %

-1.3 %

-2.1 %

-0.5 %

-0.7 %

-1.4 %

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

-6.7 %

-6.0 %

-6.6 %

-5.7 %

-4.6 %

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

-1.6 %

-1.2 %

-1.8 %

-0.8 %

-0.5 %

-1.2 %

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

-6.6 %

-6.3 %

-6.4 %

-5.3 %

-4.3 %

-4.2 %

Excise Taxes included in service revenue (4)

$ 20,200

$ 19,998

$ 19,188

$ 19,786

$ 19,490

$ 18,889

% Change from previous Qtr.

-3.6 %

-1.0 %

-4.1 %

3.1 %

-1.5 %

-3.1 %

IPv4 Revenue, included in On-Net revenue

$ 14,413

$ 15,320

$ 17,475

$ 17,323

$ 17,992

$ 18,089

% Change from previous Qtr.

14.8 %

6.3 %

14.1 %

-0.9 %

3.9 %

0.5 %

Page 7 of 23

IPv4 Addresses Billed

12,879,749

13,187,109

14,600,974

15,274,488

15,203,726

15,220,334

% Change from previous Qtr.

-1.2 %

2.4 %

10.7 %

4.6 %

-0.5 %

0.1 %

Corporate revenue (5)

$ 110,686

$ 109,047

$ 105,201

$ 102,817

$ 101,041

$ 98,625

% Change from previous Qtr.

-2.1 %

-1.5 %

-3.5 %

-2.3 %

-1.7 %

-2.4 %

Net-centric revenue (5) (13)

$ 92,615

$ 97,309

$ 100,288

$ 103,353

$ 105,756

$ 107,433

% Change from previous Qtr.

-1.1 %

5.1 %

3.1 %

2.3 %

1.6 %

Enterprise revenue (5)

$ 43,747

$ 39,891

$ 36,460

$ 34,348

$ 32,390

$ 29,501

% Change from previous Qtr.

-4.1 %

-8.8 %

-8.6 %

-5.8 %

-5.7 %

-8.9 %

Network operations expenses (4)

$ 136,949

$ 136,986

$ 131,107

$ 128,035

$ 128,910

$ 124,909

% Change from previous Qtr.

-11.5 %

0.0 %

-4.3 %

-2.3 %

0.7 %

-3.1 %

GAAP gross profit (6)

$ 33,571

$ 33,465

$ 49,843

$ 53,742

$ 55,903

$ 57,601

% Change from previous Qtr.

12.5 %

-0.3 %

48.9 %

7.8 %

4.0 %

3.0 %

GAAP gross margin (6)

13.6 %

20.6 %

22.3 %

23.4 %

24.5 %

Non-GAAP gross profit (3) (7)

$ 110,099

$ 109,261

$ 110,842

$ 112,483

$ 110,277

$ 110,650

% Change from previous Qtr.

12.8 %

-0.8 %

1.4 %

1.5 %

-2.0 %

0.3 %

Non-GAAP gross margin (3) (7)

44.6 %

44.4 %

45.8 %

46.8 %

46.1 %

47.0 %

Selling, general and administrative expenses (8)

$ 66,340

$ 60,766

$ 62,061

$ 60,740

$ 65,094

$ 64,551

% Change from previous Qtr.

19.0 %

-8.4 %

2.1 %

-2.1 %

7.2 %

-0.8 %

Depreciation and amortization expense

$ 76,038

$ 75,290

$ 60,429

$ 58,422

$ 54,055

$ 52,952

% Change from previous Qtr.

13.0 %

-1.0 %

-19.7 %

-3.3 %

-7.5 %

-2.0 %

Equity-based compensation expense

$ 8,013

$ 4,664

$ 8,932

$ 4,808

$ 7,563

$ 7,642

% Change from previous Qtr.

9.1 %

-41.8 %

91.5 %

-46.2 %

57.3 %

1.0 %

Operating (loss) income

$ (40,292 )

$ (31,459 )

$ (18,128 )

$ (11,329 )

$ (13,507 )

$ 118,943

% Change from previous Qtr.

23.0 %

21.9 %

42.4 %

37.5 %

-19.2 %

980.6 %

Interest expense (9)

$ 34,015

$ 48,688

$ 43,146

$ 54,135

$ 47,944

$ 43,764

% Change from previous Qtr.

-25.0 %

43.1 %

-11.4 %

25.5 %

-11.4 %

-8.7 %

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

$ 201

$ (8,911 )

$ 223

$ (9,758 )

$ (4,069 )

$ -

Net (loss) income

$ (52,042 )

$ (57,807 )

$ (41,544 )

$ (30,781 )

$ (39,542 )

$ 66,636

Basic net (loss) income per common share

$ (1.09 )

$ (1.21 )

$ (0.87 )

$ (0.64 )

$ (0.83 )

$ 1.39

Page 8 of 23

Diluted net (loss) income per common share

$ (1.09 )

$ (1.21 )

$ (0.87 )

$ (0.64 )

$ (0.83 )

$ 1.38

Weighted average common shares – basic

47,676,735

47,592,836

47,603,287

47,724,101

47,774,617

47,921,120

% Change from previous Qtr.

0.3 %

-0.2 %

0.0 %

0.3 %

0.1 %

0.3 %

Weighted average common shares – diluted

47,676,735

47,592,836

47,603,287

47,724,101

47,774,617

48,429,166

% Change from previous Qtr.

0.3 %

-0.2 %

0.0 %

0.3 %

0.1 %

1.4 %

EBITDA (3)

$ 43,759

$ 48,495

$ 48,781

$ 51,743

$ 45,183

$ 46,099

% Change from previous Qtr.

4.6 %

10.8 %

0.6 %

6.1 %

-12.7 %

2.0 %

EBITDA margin (3)

17.7 %

19.7 %

20.2 %

21.5 %

18.9 %

19.6 %

Cash payments under IP Transit Services Agreement (10) (15)

$ 25,000

$ 33,333

Page 9 of 23

EBITDA, as adjusted for payments under IP Transit Services Agreement (3) (10) (15)

$ 68,759

$ 73,495

$ 73,781

$ 76,743

$ 70,183

$ 71,099

% Change from previous Qtr.

2.9 %

6.9 %

0.4 %

4.0 %

-8.5 %

1.3 %

EBITDA, as adjusted for cash payments under IP Transit Services Agreement, margin (3) (10) (15)

27.8 %

29.8 %

30.5 %

31.9 %

29.3 %

30.2 %

Net cash provided by (used in) operating activities

$ 36,351

$ (44,039 )

$ 3,100

$ (5,992 )

$ 14,834

$ 3,195

% Change from previous Qtr.

150.1 %

-221.1 %

107.0 %

-293.3 %

347.6 %

-78.5 %

Capital expenditures

$ 58,088

$ 56,200

$ 36,250

$ 37,031

$ 46,239

$ 38,535

% Change from previous Qtr.

26.0 %

-3.3 %

-35.5 %

2.2 %

24.9 %

-16.7 %

Principal payments of capital (finance) lease obligations

$ 8,003

$ 8,520

$ 8,791

$ 8,528

$ 13,356

$ 9,651

% Change from previous Qtr.

-71.4 %

6.5 %

3.2 %

-3.0 %

56.6 %

-27.7 %

Dividends paid

$ 49,133

$ 49,560

$ 49,066

$ 2,304

$ 1,299

$ 2,281

Gross Leverage Ratio (3)

6.69

8.65

8.24

8.04

8.02

Net Leverage Ratio (3)

6.08

7.52

7.44

7.34

7.41

6.75

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

5.81

7.74

7.45

7.35

7.40

7.50

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

5.21

6.61

6.65

6.64

6.79

6.23

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

5.86

6.82

5.66

6.13

6.10

5.94

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

3.44

4.20

3.49

3.80

3.79

3.67

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

2.80

2.43

2.62

2.39

2.29

2.28

Customer Connections – end of period (13)

On-Net customer connections

86,781

87,407

87,767

87,944

87,899

88,013

% Change from previous Qtr.

-0.8 %

0.7 %

0.4 %

0.2 %

-0.1 %

0.1 %

Off-Net customer connections

27,508

26,239

25,518

24,656

24,014

23,033

% Change from previous Qtr.

-5.0 %

-4.6 %

-2.7 %

-3.4 %

-2.6 %

-4.1 %

Wavelength customer connections (1)

1,322

1,469

1,750

2,064

2,263

2,445

% Change from previous Qtr.

18.2 %

11.1 %

19.1 %

17.9 %

9.6 %

8.0 %

Page 10 of 23

Non-Core customer connections (2)

5,120

3,615

3,244

2,979

2,633

2,348

% Change from previous Qtr.

-11.8 %

-29.4 %

-10.3 %

-8.2 %

-11.6 %

-10.8 %

Total customer connections (13)

120,731

118,730

118,279

117,643

116,809

115,839

% Change from previous Qtr.

-2.1 %

-1.7 %

-0.4 %

-0.5 %

-0.7 %

-0.8 %

Corporate customer connections (5)

45,295

44,307

43,391

42,579

41,903

41,326

% Change from previous Qtr.

-2.3 %

-2.2 %

-2.1 %

-1.9 %

-1.6 %

-1.4 %

Net-centric customer connections (5) (13)

61,795

62,659

63,875

64,551

65,098

65,556

% Change from previous Qtr.

-0.7 %

1.4 %

1.9 %

1.1 %

0.8 %

0.7 %

Enterprise customer connections (5)

13,641

11,764

11,013

10,513

9,808

8,957

% Change from previous Qtr.

-7.7 %

-13.8 %

-6.4 %

-4.5 %

-6.7 %

-8.7 %

On-Net Buildings – end of period

Multi-Tenant office buildings

1,867

1,871

1,869

1,881

1,875

1,867

Carrier neutral data center buildings

1,453

1,471

1,482

1,511

1,545

1,588

Cogent data centers

101

100

Cogent edge data centers

Total on-net buildings

3,500

3,529

3,537

3,579

3,605

3,627

Total carrier neutral data center nodes

1,668

1,675

1,686

1,715

1,744

1,781

Wave enabled locations

883

938

996

1,068

1,107

1,137

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

1,015,459,520

1,017,918,826

1,017,433,216

1,025,139,485

1,024,433,714

1,022,318,374

Total Technical Buildings Owned (11)

482

472

Square feet – Technical Buildings Owned (11)

1,603,569

1,071,509

Network – end of period

Intercity route miles – Leased

79,867

73,075

72,955

73,218

73,769

72,884

Metro route miles – Leased

30,788

31,297

31,388

32,634

33,036

33,154

Metro fiber miles – Leased

90,696

92,631

93,338

96,663

97,916

98,135

Page 11 of 23

Intercity route miles – Owned

21,883

Metro route miles – Owned

1,704

Connected networks – AS’s

8,240

8,085

8,043

7,659

7,630

7,572

Headcount – end of period (12)

Sales force – quota bearing (12)

629

628

617

590

568

506

Sales force – total (12)

820

802

777

749

688

Total employees (12)

1,899

1,889

1,882

1,833

1,795

1,682

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

3.8

4.8

4.6

4.1

4.5

FTE – sales reps

605

588

592

585

559

505

(1) In connection with the acquisition

of the U.S. long-haul fiber network (including the non-U.S. extensions thereof) of Sprint Communications (now Cogent Fiber LLC) and its

subsidiaries (the “Wireline Business”), Cogent began to provide optical wavelength services and optical transport services

over its fiber network.

(2) Consists of legacy services

of companies whose assets or businesses were acquired by Cogent.

(3) See Schedules of Non-GAAP measures

below for definitions and reconciliations to GAAP measures.

(4) Network operations expense

excludes equity-based compensation expense of $490, $506, $570, $319, $319 and $97 in the three-month periods ended March 31, 2025

through June 30, 2026 respectively. Network operations expense includes excise taxes, including Universal Service Fund fees, of

$20,200, $19,998, $19,188, $19,786, $19,490 and $18,889 in the three-month periods ended March 31, 2025 through June 30, 2026,

respectively.

(5) In connection with the acquisition

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

· $12.9

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

as corporate revenue and corporate customer connections, respectively,

· $6.5

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

and net-centric customer connections, respectively, and

· $20.1

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

and enterprise customer connections, respectively.

· Conversely,

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

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

connections, respectively.

(6) GAAP gross profit is defined

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

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

(7) Non-GAAP gross profit represents

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

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

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

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

(8) Excludes equity-based compensation

expense of $7,523, $4,158, $8,362, $4,489, $7,244 and $7,545 in the three-month periods ended March 31, 2025 through June 30,

2026, respectively.

(9) Through February 5, 2026,

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

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

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

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

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

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

(10) Includes cash payments under

the IP Transit Services Agreement, as discussed above, of $25.0 million for each of the periods from March 31, 2025 to June 30,

2026. The $8.3 million monthly payment for July 2026 was received on June 30, 2026 and excluded from EBITDA, as adjusted for

the three months ended June 30, 2026 since it relates to the three months ended September 30, 2026.

Page 12 of 23

(11) In connection with the acquisition

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

87 into Cogent Edge Data Centers.

(12) In connection with the acquisition

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

· As

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

employees.

· As

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

employees.

· As

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

Business employees.

· As

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

Business employees.

· As

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

employees.

· As

of June 30, 2026, there were 506 employees remaining from the original Wireline Business

employees.

(13) Net-centric

revenue under the commercial agreement (the “CSA”) with TMUSA for colocation and connectivity services(predominantly on-net

revenue) was

· $0.7

million for the three months ended March 31, 2025,

· $1.1

million for the three months ended June 30, 2025,

· $0.4

million for the three months ended September 30, 2025,

· $0.4

million for the three months ended December 31, 2025,

· $0.5

million for the three months ended March 31, 2026, and

· $0.9

million for the three months ended June 30, 2026.

Net-centric customer

connections under the CSA were:

· 1,478

as of March 31, 2025,

· 1,595

as of June 30, 2025,

· 1,666

as of September 30, 2025,

· 1,676

as of December 31, 2025,

· 1,676

as of March 31, 2026, and

· 1,803

as of June 30, 2026.

(14) Amounts Due

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

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

amounts totaled $265,090, $244,821, $224,167, $203,120, $181,670 and $151,479 as of March 31, 2025 to June 30, 2026, respectively.

(15) The $8.3 million cash payment under

the IP Transit Services Agreement for July 2026 was received on June 30, 2026 and excluded from EBITDA, as adjusted for the

three months ended June 30, 2026 since it relates to the three months ended September 30, 2026.

NM Not

meaningful

Schedules of Non-GAAP Measures

EBITDA, EBITDA, as adjusted for

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

to the Company under the IP Transit Services Agreement, margin

EBITDA represents net cash flows provided

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

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

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

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

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

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

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

divided by total service revenue.

The Company believes that EBITDA, EBITDA,

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

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

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

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

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

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

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

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

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

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

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

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

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

Page 13 of 23

EBITDA, and EBITDA, as adjusted cash

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

the table below.

($ in 000’s) – unaudited

2025

2026

Net cash provided by (used in) operating activities

$ 36,351

$ (44,039 )

$ 3,100

$ (5,992 )

$ 14,834

$ 3,195

Changes in operating assets and liabilities

$ (26,614 )

$ 42,244

$ 8,941

$ 7,795

$ (13,375 )

$ (422 )

Cash interest expense and income tax expense

34,022

50,290

36,740

49,940

43,724

43,326

EBITDA

$ 43,759

$ 48,495

$ 48,781

$ 51,743

$ 45,183

$ 46,099

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

25,000

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

$ 68,759

$ 73,495

$ 73,781

$ 76,743

$ 70,183

$ 71,099

EBITDA margin

17.7 %

19.7 %

20.2 %

21.5 %

18.9 %

19.6 %

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

27.8 %

29.8 %

30.5 %

31.9 %

29.3 %

30.2 %

Constant currency revenue is

reconciled to service revenue as reported in the tables below.

Constant currency impact on revenue

changes – sequential periods

($ in 000’s) – unaudited

2025

2026

Service revenue, as reported – current period

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

$ 235,559

Impact of foreign currencies on service revenue

542

(2,419 )

(938 )

191

(253 )

260

Service revenue - as adjusted for foreign currency impact (1)

$ 247,590

$ 243,828

$ 241,011

$ 240,709

$ 238,934

$ 235,819

Service revenue, as reported – prior sequential period

$ 252,291

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

Constant currency revenue decrease

$ (4,701 )

$ (3,220 )

$ (5,236 )

$ (1,240 )

$ (1,584 )

$ (3,368 )

Constant currency revenue percent decrease

-1.9 %

-1.3 %

-2.1 %

-0.5 %

-0.7 %

-1.4 %

(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 foreign currency impact, is an integral part of

the internal reporting and planning system used by management as a supplement to GAAP financial

information.

Constant currency impact on revenue

changes – prior year periods

($ in 000’s) – unaudited

2025

2026

Service revenue, as reported – current period

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

$ 235,559

Impact of foreign currencies on service revenue

1,258

(1,507 )

(1,806 )

(2,659 )

(3,420 )

(734 )

Service revenue - as adjusted for foreign currency impact (2)

$ 248,306

$ 244,740

$ 240,143

$ 237,859

$ 235,767

$ 234,825

Service revenue, as reported – prior year period

$ 266,168

$ 260,443

$ 257,202

$ 252,291

$ 247,048

$ 246,247

Constant currency revenue decrease

$ (17,862 )

$ (15,703 )

$ (17,059 )

$ (14,432 )

$ (11,281 )

$ (11,422 )

Constant currency percent revenue decrease

-6.7 %

-6.0 %

-6.6 %

-5.7 %

-4.6 %

Page 14 of 23

(2) Service

revenue, as adjusted for foreign 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 foreign 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

2025

2026

Service revenue, as reported – current period

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

$ 235,559

Impact of foreign currencies on service revenue

542

(2,419 )

(938 )

191

(253 )

260

Impact of excise taxes on service revenue

760

202

832

(598 )

296

601

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

$ 248,350

$ 244,030

$ 241,843

$ 240,111

$ 239,230

$ 236,420

Service revenue, as reported – prior sequential period

$ 252,291

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

Constant currency and excise taxes revenue decrease

$ (3,941 )

$ (3,018 )

$ (4,404 )

$ (1,838 )

$ (1,288 )

$ (2,767 )

Constant currency and excise tax revenue percent decrease

-1.6 %

-1.2 %

-1.8 %

-0.8 %

-0.5 %

-1.2 %

(3) Service

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

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

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

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

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

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

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

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

Constant currency and excise tax

impact on revenue changes – prior year periods

($ in 000’s) – unaudited

2025

2026

Service revenue, as reported – current period

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

$ 235,559

Impact of foreign currencies on service revenue

1,258

(1,507 )

(1,806 )

(2,659 )

(3,420 )

(734 )

Impact of excise taxes on service revenue

349

(816 )

586

1,174

710

1,109

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

$ 248,655

$ 243,924

$ 240,729

$ 239,033

$ 236,477

$ 235,934

Service revenue, as reported – prior year period

$ 266,168

$ 260,443

$ 257,202

$ 252,291

$ 247,048

$ 246,247

Constant currency and excise taxes revenue decrease

$ (17,513 )

$ (16,519 )

$ (16,473 )

$ (13,258 )

$ (10,571 )

$ (10,313 )

Constant currency and excise tax percent revenue decrease

-6.6 %

-6.3 %

-6.4 %

-5.3 %

-4.3 %

-4.2 %

(4) Service

revenue, as adjusted for foreign 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.

Page 15 of 23

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.

($ in 000’s) – unaudited

Q1 2025

Q2 2025

Q3 2025

Q4 2025

Q1 2026

Q2 2026

Service revenue total

$ 247,048

$ 246,247

$ 241,949

$ 240,518

$ 239,187

$ 235,559

Minus - Network operations expense including equity-based compensation and depreciation and amortization expense

213,477

212,782

192,106

186,776

183,284

177,958

GAAP Gross Profit (5)

$ 33,571

$ 33,465

$ 49,843

$ 53,742

$ 55,903

$ 57,601

Plus - Equity-based compensation – network operations expense

490

506

570

319

Plus – Depreciation and amortization expense

$ 76,038

$ 75,290

$ 60,429

$ 58,422

$ 54,055

$ 52,952

Non-GAAP Gross Profit (6)

$ 110,099

$ 109,261

$ 110,842

$ 112,483

$ 110,277

$ 110,650

GAAP Gross Margin (5)

13.6 %

20.6 %

22.3 %

23.4 %

24.5 %

Non-GAAP Gross Margin (6)

44.6 %

44.4 %

45.8 %

46.8 %

46.1 %

47.0 %

(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 cash payments under the IP Transit Services Agreement. Net leverage ratio

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

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

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

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

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

Cogent’s gross leverage ratios

and net leverage ratios are shown below.

($ in 000’s) – unaudited

As of

March 31,

2025

As of

June 30,

2025

As of

September 30,

2025

As of

December 31,

2025

As of

March 31,

2026

As of

June 30,

2026

Cash and cash equivalents & restricted cash

$ 183,970

$ 306,725

$ 226,294

$ 205,112

$ 179,265

$ 369,674

Debt

Capital (finance) leases – current portion

24,685

26,523

24,990

26,112

23,967

21,171

Capital (finance) leases – long term

543,852

578,634

576,851

597,239

604,981

609,039

Senior Secured 2032 Notes

600,000

579,600

Senior Secured 2026 Notes

500,000

Secured IPv4 Notes

206,000

380,400

Senior Unsecured 2027 Notes

750,000

Total debt

2,024,537

2,335,557

2,332,241

2,353,751

2,359,348

2,340,210

Total net debt

1,840,567

2,028,832

2,105,947

2,148,639

2,180,083

1,970,536

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

302,636

269,968

282,888

292,785

294,202

291,806

Gross leverage ratio

6.69

8.65

8.24

8.04

8.02

Net leverage ratio

6.08

7.52

7.44

7.34

7.41

6.75

Total amounts Due from T-Mobile

$ 265,090

$ 244,821

$ 224,167

$ 203,120

$ 181,670

$ 151,479

Total debt, adjusted for amounts Due from T-Mobile

1,759,447

2,090,736

2,108,074

2,150,631

2,177,678

2,188,731

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

1,575,477

1,784,011

1,881,780

1,945,519

1,998,413

1,819,057

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

5.81

7.74

7.45

7.35

7.40

7.50

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

5.21

6.61

6.65

6.64

6.79

6.23

Page 16 of 23

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,

2025

As of

June 30,

2025 (2)

As of

September 30,

2025 (2)

As of

December 31,

2025 (2)

As of

March 31,

2026 (2)

As of

June 30,

2026 (2)

Cash and cash equivalents & restricted cash

$ 165,676

$ 195,165

$ 136,513

$ 135,410

$ 127,334

$ 299,520

Debt

Capital (finance) leases – current portion

24,685

26,523

24,990

26,112

23,967

21,171

Capital (finance) leases – long term

543,852

578,634

576,851

597,239

604,981

609,039

Letters of credit

124

130

128

Senior Secured 2026 Notes

500,000

Senior Secured 2032 Notes

600,000

579,600

Senior Unsecured 2027 Notes

750,000

Total debt

1,818,661

1,955,287

1,951,971

1,973,481

1,979,078

1,959,938

Total net debt

1,652,985

1,760,122

1,815,458

1,838,071

1,851,744

1,660,418

Total secured debt

1,068,661

1,205,287

1,201,971

1,223,481

1,229,078

1,209,938

Consolidated Cash Flow (2)

310,345

286,881

344,739

322,154

324,405

330,024

Consolidated Leverage Ratio for the Reference Period

5.86

6.82

5.66

6.13

6.10

5.94

Net leverage ratio (1)

5.33

6.14

5.27

5.71

5.03

Secured Leverage Ratio for the Reference Period

3.44

4.20

3.49

3.80

3.79

3.67

Fixed Charges for the Reference Period

110,704

118,290

131,688

134,836

141,394

145,005

Fixed Charge Coverage Ratio for the Reference Period

2.80

2.43

2.62

2.39

2.29

2.28

Ratios under the Company’s $600

million 2032 Secured Notes (2)

($ in 000’s) – unaudited

Q2 2025

Q3 2025

Q4 2025

Q1 2026

Q2 2026

Consolidated Cash Flow under the Indentures

286,881

344,739

322,154

324,405

330,024

PLUS: Cash Payments under IP Transit Services Agreement with TMUSA (2)

100,000

Consolidated Cash Flow - $600.0 million Secured 2032 Notes (2)

386,881

444,739

422,154

424,405

430,024

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

5.05

4.39

4.67

4.66

4.56

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

4.55

4.08

4.35

4.36

3.86

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

3.12

2.70

2.90

2.81

Fixed Charges for the Reference Period

118,290

131,688

134,836

141,394

145,005

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

3.27

3.38

3.13

3.00

2.97

(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. The $8.3 million

cash payment under the IP Transit Services Agreement for July 2026 was received on June 30,

2026 and excluded from Consolidated Cash Flow since it relates to the three months ended

September 30, 2026.

Cogent’s SEC filings are available online via the Investor Relations

section of www.cogentco.com or on the Securities and Exchange Commission’s website at www.sec.gov.

Page 17 of 23

COGENT COMMUNICATIONS

HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED

BALANCE SHEETS

AS OF JUNE 30,

2026 AND DECEMBER 31, 2025

(IN THOUSANDS,

EXCEPT SHARE DATA)

June 30,

December 31,

2026

2025

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 183,703

$ 148,515

Restricted cash

185,971

56,597

Accounts receivable, net of allowance for credit losses of $5,501 and $4,610, respectively

85,820

88,050

Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $6,369 and $10,401, respectively

85,298

89,599

Prepaid expenses and other current assets

65,358

67,820

Total current assets

606,150

450,581

Property and equipment:

Property and equipment

3,575,657

3,642,906

Accumulated depreciation and amortization

(1,937,453 )

(1,921,832 )

Total property and equipment, net

1,638,204

1,721,074

Right-of-use leased assets

294,444

310,523

IPv4 intangible asset

458,000

Other intangible assets, net

10,370

11,251

Deposits and other assets

30,520

34,834

Due from T-Mobile, IP Transit Services Agreement, net of discount of $519 and $2,255, respectively

41,147

89,412

Due from T-Mobile, Purchase Agreement, net of discount of $3,081 and $4,006, respectively

25,034

24,109

Total assets

$ 3,103,869

$ 3,099,784

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$ 36,255

$ 30,571

Accrued and other current liabilities

102,773

109,582

Senior unsecured 2027 notes, net of unamortized debt costs of $827 and discount of $2,909

746,264

—

Current maturities, operating lease liabilities

53,102

54,576

Finance lease obligations, current maturities

21,171

26,112

Total current liabilities

959,565

220,841

Senior unsecured 2027 notes, net of unamortized debt costs of $1,236 and discount of $4,344

—

744,420

Secured IPv4 notes, net of unamortized debt costs of $7,804 and $8,863, respectively

372,596

371,537

Senior secured 2032 notes, net of unamortized debt costs of $2,285 and $2,020, respectively

577,315

597,980

Operating lease liabilities, net of current maturities

256,374

269,753

Finance lease obligations, net of current maturities

609,039

597,239

Deferred income tax liabilities

333,906

333,294

Other long-term liabilities

29,204

28,568

Total liabilities

3,137,999

3,163,632

Commitments and contingencies:

Stockholders’ deficit:

Common stock, $0.001 par value; 75,000,000 shares authorized; 51,215,736 and 50,062,158 shares issued and outstanding, respectively

Additional paid-in capital

659,927

643,256

Accumulated other comprehensive (loss) income

(9,040 )

1,428

Accumulated deficit

(685,068 )

(708,582 )

Total stockholders’ deficit

(34,130 )

(63,848 )

Total liabilities and stockholders’ deficit

$ 3,103,869

$ 3,099,784

Page 18 of 23

COGENT COMMUNICATIONS

HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE

MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025

(IN THOUSANDS,

EXCEPT SHARE AND PER SHARE DATA)

Three Months Ended

June 30, 2026

June 30, 2025

(Unaudited)

Service revenue

$ 235,559

$ 246,247

Operating expenses:

Network operations (including $97 and $506 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below)

125,006

137,492

Selling, general, and administrative (including $7,545 and $4,158 of equity-based compensation expense, respectively)

72,096

64,924

Depreciation and amortization

52,952

75,290

Total operating expenses

250,054

277,706

Gains on asset sales

132,041

—

Gains on finance lease terminations

1,397

—

Operating income (loss)

118,943

(31,459 )

Interest expense, including change in valuation interest rate swap agreement

(43,764 )

(39,777 )

Gain on debt extinguishment – 2032 notes

1,579

—

Loss on debt extinguishment and redemption – 2026 notes

—

(5,606 )

Interest income – IP Transit Services Agreement

2,676

4,299

Interest income – Purchase Agreement

467

433

Interest income and other, net

3,223

(2,415 )

Income (loss) before income taxes

83,124

(74,525 )

Income tax (provision) benefit

(16,488 )

16,718

Net income (loss)

$ 66,636

$ (57,807 )

Comprehensive income (loss):

Net income (loss)

$ 66,636

$ (57,807 )

Foreign currency translation adjustment

(2,713 )

17,737

Comprehensive income (loss)

$ 63,923

$ (40,070 )

Net income (loss) per common share:

Basic net income (loss) per common share

$ 1.39

$ (1.21 )

Diluted net income (loss) per common share

$ 1.38

$ (1.21 )

Dividends declared per common share

$ 0.02

$ 1.010

Weighted-average common shares - basic

47,921,120

47,592,836

Weighted-average common shares - diluted

48,429,166

47,592,836

Page 19 of 23

COGENT COMMUNICATIONS

HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS

ENDED JUNE 30, 2026 AND JUNE 30, 2025

(IN THOUSANDS,

EXCEPT SHARE AND PER SHARE DATA)

Six Months Ended

June 30, 2026

June 30, 2025

(Unaudited)

Service revenue

$ 474,746

$ 493,298

Operating expenses:

Network operations (including $416 and $996 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below)

254,236

274,930

Selling, general, and administrative (including $14,789 and $11,681 of equity-based compensation expense, respectively)

144,434

138,787

Depreciation and amortization

107,008

151,328

Total operating expenses

505,678

565,045

Gains on asset sales

132,583

—

Gains on finance lease terminations

3,782

—

Operating income (loss)

105,433

(71,747 )

Interest expense, including change in valuation interest rate swap agreement

(87,637 )

(73,971 )

Gain on debt extinguishment – 2032 notes

1,579

—

Loss on debt extinguishment and redemption – 2026 notes

—

(5,606 )

Interest income – IP Transit Services Agreement

5,769

8,984

Interest income – Purchase Agreement

925

858

Interest income and other, net

6,074

(3,306 )

Income (loss) before income taxes

32,143

(144,788 )

Income tax (provision) benefit

(5,049 )

34,939

Net income (loss)

$ 27,094

$ (109,849 )

Comprehensive income (loss):

Net income (loss)

$ 27,094

$ (109,849 )

Foreign currency translation adjustment

(10,468 )

29,489

Comprehensive income (loss)

$ 16,626

$ (80,360 )

Net income (loss) per common share:

Basic net income (loss) per common share

$ 0.56

$ (2.30 )

Diluted net income (loss) per common share

$ 0.56

$ (2.30 )

Dividends declared per common share

$ 0.04

$ 2.015

Weighted-average common shares - basic

47,972,542

47,804,421

Weighted-average common shares - diluted

48,333,924

47,804,421

Page 20 of 23

COGENT COMMUNICATIONS

HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR THE THREE

MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025

(IN THOUSANDS)

Three Months Ended

June 30, 2026

June 30, 2025

(Unaudited)

Cash flows from operating activities:

Net income (loss)

$ 66,636

$ (57,807 )

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

Depreciation and amortization

52,952

75,290

Amortization of debt costs and discounts

1,521

1,342

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

(3,143 )

(4,731 )

Equity-based compensation expense (net of amounts capitalized)

7,642

4,664

Gain on debt extinguishment – 2032 notes

(1,579 )

—

Loss on debt extinguishment and redemption – 2026 notes

—

5,606

Gains on asset sales and finance lease terminations

(133,438 )

—

Deferred income taxes

12,182

(17,248 )

Changes in operating assets and liabilities:

Accounts receivable

5,276

(7,172 )

Prepaid expenses and other current assets

3,252

(8,483 )

Accounts payable, accrued liabilities and other long-term liabilities

(8,636 )

(36,142 )

Deposits and other assets

530

642

Net cash provided by (used in) operating activities

3,195

(44,039 )

Cash flows from investing activities:

Proceeds from sale of data center assets, net

224,159

—

Cash receipts - IP Transit Services Agreement – T-Mobile

33,333

25,000

Purchases of property and equipment

(38,535 )

(56,200 )

Net cash provided by (used in) investing activities

218,957

(31,200 )

Cash flows from financing activities:

Dividends paid

(2,281 )

(49,560 )

Purchases of common stock

—

(11,517 )

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

—

170,479

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

—

597,842

Debt extinguishment – 2032 notes

(18,759 )

—

Debt extinguishment and redemption – 2026 notes

—

(505,000 )

Proceeds from exercises of stock options

—

Principal payments of finance lease obligations

(9,651 )

(8,520 )

Net cash (used in) provided by financing activities

(30,691 )

193,754

Effect of exchange rates changes on cash

(1,052 )

4,240

Net increase in cash, cash equivalents and restricted cash

190,409

122,755

Cash, cash equivalents and restricted cash, beginning of period

179,265

183,970

Cash, cash equivalents and restricted cash, end of period

$ 369,674

$ 306,725

Page 21 of 23

COGENT COMMUNICATIONS

HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS

ENDED JUNE 30, 2026 AND JUNE 30, 2025

(IN THOUSANDS)

Six Months Ended

June 30, 2026

June 30, 2025

(Unaudited)

Cash flows from operating activities:

Net income (loss)

$ 27,094

$ (109,849 )

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

Depreciation and amortization

107,008

151,328

Amortization of debt costs and discounts

3,022

2,534

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

(6,694 )

(9,842 )

Equity-based compensation expense (net of amounts capitalized)

15,205

12,677

Gain on debt extinguishment – 2032 notes

(1,579 )

—

Loss on debt extinguishment and redemption – 2026 notes

—

5,606

Gains on asset sales and finance lease terminations

(136,365 )

—

Deferred income taxes

612

(35,802 )

Changes in operating assets and liabilities:

Accounts receivable

2,230

1,807

Prepaid expenses and other current assets

2,462

(6,222 )

Accounts payable, accrued liabilities and other long-term liabilities

863

(18,300 )

Deposits and other assets

4,171

(1,624 )

Net cash provided by (used in) operating activities

18,029

(7,687 )

Cash flows from investing activities:

Proceeds from sale of data center assets, net

224,159

—

Cash receipts - IP Transit Services Agreement – T-Mobile

58,333

50,000

Purchases of property and equipment

(84,774 )

(114,288 )

Net cash provided by (used in) investing activities

197,718

(64,288 )

Cash flows from financing activities:

Dividends paid

(3,580 )

(98,693 )

Purchases of common stock

—

(11,517 )

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

—

170,479

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

—

597,842

Debt extinguishment – 2032 notes

(18,759 )

—

Debt extinguishment and redemption – 2026 notes

—

(505,000 )

Proceeds from exercises of stock options

—

151

Principal payments of finance lease obligations

(23,007 )

(16,523 )

Net cash (used in) provided by financing activities

(45,346 )

136,739

Effect of exchange rates changes on cash

(5,839 )

14,045

Net increase in cash, cash equivalents and restricted cash

164,562

78,809

Cash, cash equivalents and restricted cash, beginning of period

205,112

227,916

Cash, cash equivalents and restricted cash, end of period

$ 369,674

$ 306,725

Page 22 of 23

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;; delays in the delivery of network equipment or optical fiber; loss of key right-of-way agreements; future economic

instability in the global economy, including the risk of economic recession, a contraction of the capital markets, which could affect

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

###

Page 23 of 23

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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