COGENT COMMUNICATIONS HOLDINGS, INC. 8-K

What Happened

• On June 15, 2026 Cogent Communications Group, LLC and Cogent Finance, Inc. (both Cogent subsidiaries and co‑issuers) entered into a First Supplemental Indenture (with Wilmington Trust, N.A. as trustee and collateral agent) to amend the Indenture dated June 17, 2025.
• The Supplemental Indenture became effective upon execution after receiving consents from holders of a majority of the outstanding principal amount of the Issuers’ 6.500% Senior Secured Notes due 2032 (the “Notes”).

Key Details

• The secured leverage threshold in the Indenture’s “ratio liens” basket was increased from 4.00:1.00 to 4.75:1.00.
• Proceeds from certain data‑center sales must be contributed or provided to Cogent Group and/or its restricted subsidiaries and used solely to repurchase or retire existing indebtedness at a discount; at least 50% of such proceeds must be used to repurchase the Issuers’ 6.500% Notes due 2032.
• Those sale proceeds may not be used to increase available restricted payment capacity under the Indenture.
• The amendment restricts restricted payments that would transfer indefeasible rights of use (IRUs) and generally prohibits transferring IRUs owned by Cogent Group or guarantors to unrestricted subsidiaries or non‑guarantor restricted subsidiaries, subject to limited exceptions.
• The Supplemental Indenture is filed as Exhibit 4.1 to the 8‑K.

Why It Matters

• These amendments change Cogent’s borrowing and capital‑allocation rules: raising the permitted secured leverage ratio allows more secured borrowing capacity under the indenture, while the requirement to use certain data‑center sale proceeds to retire debt (with at least half directed to the 2032 Notes) prioritizes debt reduction over other uses of proceeds.
• The restrictions on using sale proceeds to expand restricted payment capacity and limits on transferring IRUs reduce flexibility to shift assets or make certain distributions, which can affect how the company structures future transactions and manages cash for shareholders and creditors.
• Investors should note this is a contractual change to the company’s debt documents (effective June 15, 2026) and not a voluntary dividend or operational announcement; the full text of the Supplemental Indenture is filed as an exhibit to the 8‑K for more detail.