UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~Earliest ~~event~~Event ~~reported~~Reported): ~~May~~June 2215, 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)		(IRS Employer Identification No.)

2450 N St NW, Washington, D.C.		20037
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
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 1.01. Entry into a Material Definitive Agreement.

On ~~May~~June 2215, 2026, Cogent ~~Fiber,~~Communications ~~LLC~~Group, LLC a(“Cogent ~~Delaware~~Group”) ~~limited~~and ~~liability company~~Cogent Finance, Inc. (the “~~Seller~~Co-Issuer”) and, antogether ~~indirect~~with Cogent Group, the “Issuers”), two wholly owned ~~subsidiary~~subsidiaries of Cogent Communications Holdings, Inc. (the “Company”), entered into a ~~Purchase~~First Supplemental Indenture (the “Supplemental Indenture”) with the Company, the other guarantors named therein and ~~Sale~~Wilmington ~~Agreement~~Trust, National Association, as trustee and collateral agent (the “~~Purchase~~Trustee ~~Agreement~~and Collateral Agent”), ~~with~~to anthe ~~affiliate~~Indenture, ofdated Ias ~~Squared~~of ~~Capital~~June 17, 2025 (the “~~Buyer~~Indenture”)~~. Pursuant~~, toamong the ~~Purchase~~Issuers, ~~Agreement~~the Company, the ~~Seller~~other ~~will~~guarantors ~~sell~~named totherein, the ~~Buyer~~Trustee 10and ~~data~~Collateral ~~center~~Agent to ~~facilities~~effect certain amendments to the Indenture to: (i) amend the “~~Facilities~~Permitted Liens” definition therein to increase the secured leverage ratio under the “ratio liens” basket from 4.00:1.00 to 4.75:1.00; (ii), require ~~together~~the Company to contribute ~~with~~or otherwise provide to Cogent Group and/or one or more of its restricted subsidiaries the proceeds of certain ~~personal~~data ~~property~~center sales and ~~customer~~require Cogent ~~contracts~~Group ~~located~~to use such proceeds solely to repurchase or otherwise retire existing indebtedness at ~~each~~a discount (with at least 50% of such proceeds being used to repurchase the ~~Facilities~~Issuers’ asexisting ~~more~~6.500% ~~particularly~~Senior ~~described~~Secured inNotes due 2032 (the ~~Purchase~~“Notes”)); (iii) provide ~~Agreement~~that the proceeds from such data center sales will not be used to increase available restricted payment capacity under the Indenture; (~~collectively,~~iv) provide that Cogent Group will not make restricted payments constituting the dividend, distribution, sale, transfer or contribution of indefeasible rights of use (“~~Transaction~~IRUs”). Inand ~~connection~~prohibit ~~with~~any ~~the~~IRU ~~Transaction~~that is owned or held by Cogent Group or any guarantor from being transferred to, ~~the~~assumed ~~Company~~by ~~has~~or ~~agreed~~refinanced by any unrestricted subsidiary or any restricted subsidiary that is not a guarantor, subject to ~~guarantee~~limited exceptions; and (v) amend, supplement or change certain other provisions in the Indenture related to the foregoing. Entry ~~obligations~~into the Supplemental Indenture follows the Issuers’ receipt of consents from holders of a majority of the ~~Seller~~outstanding ~~under~~aggregate principal amount of the ~~Purchase~~Notes. ~~Agreement~~The Supplemental Indenture was effective upon execution.

The ~~aggregate~~foregoing ~~purchase~~description ~~price~~of ~~for~~ the ~~Facilities is $225 million payable~~Supplemental inIndenture ~~cash. The~~does ~~Purchase~~not ~~Agreement~~purport ~~includes~~to ~~customary~~be ~~representations,~~complete ~~warranties, indemnities~~ and ~~covenants. Consummation of the Transaction~~ is ~~subject~~qualified toin ~~customary~~its ~~closing~~entirety ~~conditions,~~by ~~including~~reference ~~the~~to ~~expiration or termination of~~ the ~~applicable~~Supplemental ~~waiting~~Indenture, ~~period~~a ~~under~~copy ~~the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976, as amended (“HSR Approval”). Subject to certain limitations, either the Buyer or the Seller~~which ~~may terminate the Purchase Agreement if the Transaction~~ is ~~not~~filed ~~consummated~~as ~~by November~~Exhibit ~~18, 2026~~4.1 ~~The~~to ~~Transaction~~this isCurrent ~~expected~~Report ~~to close~~ on ~~the~~Form 8-K ~~later~~and ofincorporated ~~June 12,~~into ~~2026~~this orItem ~~following~~1.01 ~~HSR~~by ~~Approval~~reference.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

On May 26, 2026, the Company issued a press release announcing that its indirect wholly owned subsidiary, Cogent Fiber, LLC, has entered into a definitive agreement to sell 10 data center facilities for an aggregate purchase price of $225 million in cash. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
Exhibit
10.1*		Purchase and Sale Agreement, dated May 22, 2026.
Number		Description
99.1		Press Release of Cogent Communications Holdings, Inc., dated May 26, 2026.
4.1		First Supplemental Indenture, dated as of June 15, 2026, among Cogent Communications Group, LLC, Cogent Finance, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

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.
Dated: May 26, 2026	By:	/s/ David Schaeffer
		Name:	David Schaeffer
		Title:	President and Chief Executive Officer

Dated: June 15, 2026

	Cogent Communications Holdings, Inc.

	By:	/s/ David Schaeffer
		Name: David Schaeffer
		Title: President and Chief Executive Officer

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