SCHAEFFER DAVE 4
4 · COGENT COMMUNICATIONS HOLDINGS, INC. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
Cogent (CCOI) CEO Dave Schaeffer Receives Award; Forfeits Shares
What Happened
Dave Schaeffer, Chairman, CEO and President of Cogent Communications (CCOI), had a performance award partially vest and partially forfeit on April 1, 2026. Specifically, 29,333 performance shares vested (recorded as a gift/transfer to a family trust for no consideration) and 58,667 performance shares were forfeited back to the issuer. All transactions show $0 per share (no cash changed hands).
Key Details
- Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (appears timely).
- Price: $0.00 per share for all reported transfers; total reported value $0.
- Shares vested/received: 29,333 (transferred to a family trust — gift).
- Shares forfeited/disposed: 58,667 (disposed to issuer — forfeiture/cancellation).
- Shares owned after transaction: not specified in the filing.
- Footnotes of note:
- The award was originally granted Jan 3, 2022 (up to 88,000 performance shares in three tranches tied to metrics vs the NASDAQ Telecommunications Index).
- The company determined Tranche 1 (29,333 shares) achieved its performance goal and vested; Tranches 2 and 3 (58,667 shares) did not and were forfeited.
- The 29,333 vested shares were transferred to a family trust for no consideration.
Context
These were performance-share outcomes, not open-market trades. The forfeiture reflects unmet performance criteria through the performance period (Jan 1, 2022–Dec 31, 2025). The vested shares were moved to a family trust (a gift/transfer), which generally does not signal the insider buying or selling stock for cash and thus is not a direct market sentiment indicator.
Insider Transaction Report
- Disposition to Issuer
common stock
[F1][F2]2026-04-01−58,667→ 638,476 total - Gift
common stock
[F3]2026-04-01−29,333→ 609,143 total - Gift
common stock
[F3]2026-04-01+29,333→ 258,990 total(indirect: By Trust)
Footnotes (3)
- [F1]1. On January 3, 2022, the reporting person was granted an award of up to 88,000 performance shares. Tranche 1 of the award consisted of 29,333 shares based on the Company's organic growth rate in revenue as compared to 1.5 times the organic growth rate of the NASDAQ Telecommunications Index ("NTI") between January 1, 2022, and December 31, 2025. Tranche 2 of the award consisted of 29,333 shares based on the Company's organic growth rate in cash flows from operating activities as compared to 2.0 times the organic growth rate of the NTI between January 1, 2022, and December 31, 2025. Tranche 3 of the award consisted of 29,334 shares based on the Company's total shareholder return as compared to the total shareholder return of the NTI between January 1, 2022, and December 31, 2025.
- [F2]2. On April 1, 2026, the Company determined that the performance criteria for the Tranche 1 had been achieved and 29,333 shares of common stock were earned and vested. The Company also determined that the performance criteria for Tranches 2 and 3 had not been achieved and that 58,667 shares were therefore forfeited.
- [F3]3. These shares were transferred to a family trust for no consideration.