SCHAEFFER DAVE 4

4 · COGENT COMMUNICATIONS HOLDINGS, INC. · Filed May 4, 2026

AI-generated summary of this filing

Updated May 4, 2026

Cogent (CCOI) CEO Dave Schaeffer Receives 1M-Share Award, Gifts 1M

What Happened

Dave Schaeffer, Chairman, CEO and President of Cogent Communications Holdings, was granted 1,000,000 restricted shares on 2026-05-04. The same filing shows a gift/transfer of 1,000,000 shares to a family trust for no consideration. All transactions are reported at $0.00 per share (total reported value $0).

Key Details

Transaction date: 2026-05-04; reported price: $0.00 per share.
Award: 1,000,000 restricted shares (grant).
Gift/transfer: 1,000,000 shares transferred to a family trust for no consideration (footnote F2).
Vesting terms (footnote F1): the restricted award vests in three tranches tied to VWAP targets during Feb 28, 2026–Feb 28, 2031 — 200,000 shares if VWAP ≥ $70, 300,000 if VWAP ≥ $85, and 500,000 if VWAP ≥ $100 — and subject to continued service as described (CEO through Dec 31, 2028, and CEO or other Board‑approved role through Feb 28, 2031).
Filing timeliness: reported on 2026-05-04 (same date as the transactions shown). The filing does not specify total shares owned after these transactions.

Context

The grant is a performance‑based restricted stock award (not an open‑market purchase). Vesting depends on stock price performance and continued service.
The transfer to a family trust was a gift/transfer with no cash consideration; gifts/transfers do not necessarily signal buy/sell sentiment by the insider.
Reported dollar value is $0 because these are an award and a gift; tax or accounting values may differ but are not stated in the filing.

Form 4

Period: 2026-05-04

DirectorCHAIRMAN, CEO, AND PRESIDENT

Transactions

Footnotes (2)

[F1]This award of restricted stock will vest in three tranches, with each tranche vesting on the last day of any consecutive sixty-calendar-day period during the period from February 28, 2026, through February 28, 2031, if the volume weighted average price of the Company's Common Stock equals or exceeds: $70.00, in which case 200,000 shares will vest; $85.00, in which a case 300,000 will vest; and $100, in which case 500,000 shares will vest. Vesting is subject to the reporting person's continuous service with the company as chief executive officer for the period from February 28, 2026, to December 31, 2028, and either as CEO or in such other capacity approved by the Board for the period from January 1, 2029, to February 28, 2031.
[F2]These shares were transferred to a family trust for no consideration.

Signature

/s/ David Schaeffer|2026-05-04

1 file