SCHAEFFER DAVE 4

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.