COGENT COMMUNICATIONS HOLDINGS, INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Our Board of Directors has authorized a plan to permit the repurchase of our common stock in negotiated and open market transactions through December 31, 2023. We may purchase shares from time to time depending on market, economic, and other factors. There were no purchases of shares of our common stock during the third quarter of 2022. ​ Page 38 of 40 Table of Contents ITEM 6. EXHIBITS . (a) Exhibits Exhibit Number Description 2.1* ​ Membership Interest Purchase Agreement, dated as of September 6, 2022, by and among Cogent Infrastructure, Inc., Sprint LLC and Sprint Communications LLC (previously filed as Exhibit 2.1 to our Current Report on Form 8-K, filed on September 7, 2022 and incorporated herein by reference). 10.1 ​ Guaranty, dated as of September 6, 2022, by and between Cogent Communications Holdings, Inc. and Sprint LLC. (previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on September 7, 2022 and incorporated herein by reference). 31.1 ​ Certification of Chief Executive Officer (filed herewith) 31.2 ​ Certification of Chief Financial Officer (filed herewith) 32.1 ​ Certification of Chief Executive Officer (furnished herewith) 32.2 ​ Certification of Chief Financial Officer (furnished herewith) 101.1 ​ The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline Extensible Business Reporting Language (XBRL), include: (i) the Condensed Consolidated Statements of Comprehensive Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes (filed herewith). 104 ​ Cover Page Data File (the cover page XBRL tags are embedded within the iXBRL document). * In accordance with Item 601(a)(5) of Regulation S-K, certain schedules (or similar attachments) to this exhibit have been omitted. The Company will provide a copy of any omitted schedule to the Securities and Exchange Commission or its Staff upon request. ​ ​ Page 39 of 40 Table of Contents 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 thereunto duly authorized. ​ ​ ​ Date: November 4, 2022 COGENT COMMUNICATIONS HOLDINGS, INC. ​ ​ ​ By: /s/ David Schaeffer ​ ​ Name: David Schaeffer ​ ​ Title: Chief Executive Officer ​ ​ ​ Date: November 4, 2022 By: /s/ Thaddeus G. Weed ​ ​ Name: Thaddeus G. Weed ​ ​ Title: Chief Financial Officer and Treasurer (Principal Accounting Officer) ​ ​ ​ Page 40 of 40