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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 162 added, 168 removed, 745 unchanged (31% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

(IN THOUSANDS, EXCEPT SHARE DATA)

September 30,

Current assets:

36 unchanged sentences

Commitments and contingencies:

Stockholders’ equity:

Stockholders’ (deficit) equity:

Common stock, $ 0.001 par value;

4 unchanged sentences

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’ (deficit) equity

Total liabilities and stockholders’ (deficit) equity

The accompanying notes are an integral part of these condensed consolidated balance sheets.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1 unchanged sentence

Three Months Ended

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Service revenue

2 unchanged sentences

Selling, general, and administrative (including $ 8,362 and $ 7,406 of equity-based compensation expense, respectively)

Acquisition costs – Sprint

Depreciation and amortization

Total operating expenses

Gain on lease termination

Gains on lease terminations and other

Operating loss

Interest expense, including change in valuation interest rate swap agreement

Loss on debt extinguishment and redemption – 2026 notes

Gain on bargain purchase – Sprint

Interest income – IP Transit Services Agreement

Interest income – Purchase Agreement

Interest income and other, net

Interest income (expense) and other, net

Loss before income taxes

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Six Months Ended

June 30, 2025

June 30, 2024

Nine months Ended

September 30, 2025

September 30, 2024

Service revenue

5 unchanged sentences

Total operating expenses

Gain on lease termination

Gains on lease terminations and other

Operating loss

3 unchanged sentences

Interest income – IP Transit Services Agreement

Interest income (loss) – Purchase Agreement

Interest income – Purchase Agreement

Interest income and other, net

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(IN THOUSANDS)

Six Months Ended

June 30, 2025

June 30, 2024

Nine months Ended

September 30, 2025

September 30, 2024

Cash flows from operating activities:

6 unchanged sentences

Gain on bargain purchase – Sprint

Gain on finance lease termination

Gains on finance lease terminations and other

Deferred income taxes

24 unchanged sentences

Effect of exchange rates changes on cash

Net increase in cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

34 unchanged sentences

The Company continues to support but does not actively sell these non-core services.

In connection with the Company’s acquisition of Cogent Fiber LLC, the Company began to provide optical wavelength services and optical transport services over a network that is generally independent of the Company’s legacy IP network.

In connection with the Company’s acquisition of Cogent Fiber LLC and pursuant to intercompany arrangements between Cogent Fiber LLC and the Company for use of wavelengths on the acquired Cogent Fiber LLC network, the Company began to provide optical wavelength services and optical transport services over a network that is generally independent of the Company’s legacy IP network.

The Company is selling these wavelength services to its existing customers, customers of Cogent Fiber LLC and to new customers who require dedicated optical transport connectivity without the capital and ongoing expenses associated with owning and operating network infrastructure.

Additionally, the Cogent Fiber Business (as defined below) customers include a number of companies larger

than the Company’s historical customer base.

Additionally, the customers of the Cogent Fiber Business (as defined below) include a number of companies larger than the Company’s historical customer base.

In connection with the acquisition of Cogent Fiber LLC, the Company expanded selling services to these larger “Enterprise” customers.

22 unchanged sentences

During the third quarter of 2023, the Short-term Lease Payment was reduced by $ 4.8 million and in the first quarter of 2024, the Short-term Lease Payment was reduced by an additional $ 17.0 million, net of discount of $ 7.2 million.

Including the cumulative impact of these adjustments, the amortization of the discount resulted in interest income (expense) of $ 0.4 million and $ 0.4 million for the three months ended June 30, 2025 and 2024, respectively, and interest income (expense) of $ 0.9 million and ($ 0.1 ) million for the six months ended June 30, 2025 and 2024, respectively.

Including the cumulative impact of these adjustments, the amortization of the discount resulted in interest income of $ 0.4 million and $ 0.4 million for the three months ended September 30, 2025 and 2024, respectively, and interest income of $ 1.3 million and $ 0.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Severance reimbursements

The Purchase Agreement also provided for reimbursement from the Seller to the Buyer for qualifying severance expenses incurred.

Total qualifying severance expenses were $ 28.6 million of which $ 8.0 million and $ 12.3 million were recorded in the three and six months ended June 30, 2024, respectively.

Total qualifying severance expenses were $ 28.6 million of which $ 12.3 million were recorded in the nine months ended September 30, 2024.

These severance payments ended in the second quarter of 2024.

3 unchanged sentences

Under the IP Transit Services Agreement.

TMUSA paid the Company $ 25.0 million and $ 66.7 million during the three months ended June 30, 2025 and 2024, respectively and paid the Company $ 50.0 million and $ 154.2 million during the six months ended June 30, 2025 and 2024, respectively.

TMUSA paid the Company $ 25.0 million and $ 25.0 million during the three months ended September 30, 2025 and 2024, respectively and paid the Company $ 75.0 million and $ 179.2 million during the nine months ended September 30, 2025 and 2024, respectively.

The Company accounted for the Transaction as a business combination under ASC Topic 805 Business Combinations (“ASC 805”).

1 unchanged sentence

Under ASC 805, the Company has concluded that the $ 700.0 million of payments to be made represent consideration received from T - Mobile to complete the acquisition of a distressed business.

The Company also evaluated whether the IP Transit Services Agreement was in the scope of ASU No.

The Company also evaluated whether the IP Transit Services Agreement was in the scope of Accounting Standards Update (“ASU”) No.

2014 - 09 Revenue from Contracts with Customers (“ASC 606”).

3 unchanged sentences

The determination of the discount rate requires some judgment.

The amortization of the discount resulted in interest income of $ 4.3 million and $ 5.9 million during the three months ended June 30, 2025 and 2024, respectively, and $ 9.0 million and $ 13.3 million during the six months ended June 30, 2025 and 2024, respectively.

The amortization of the discount resulted in interest income of $ 3.9 million and $ 5.4 million during the three months ended September 30, 2025 and 2024, respectively, and $ 12.9 million and $ 18.7 million during the nine months ended September 30, 2025 and 2024, respectively.

Transition Services Agreement

2 unchanged sentences

The services provided by the Buyer to the Seller include, among others, information technology and network support, finance and back office and other wireless business support.

The Transition Services are generally intended to be provided for a period of up to two years following the Closing Date, although such period may be extended for an additional one-year term by either party upon 30 days ’ prior written notice.

The fees for the Transition Services are calculated using either a per service monthly fee or an hourly rate for the employees allocated to provide such services.

Any third-party costs incurred in providing the Transition Services are passed on to the party receiving such services at cost for the two-year period.

Amounts paid for the Cogent Fiber Business by T-Mobile are reimbursed at cost.

Either party to the TSA may terminate the agreement with respect to any individual service in full for convenience upon 30 days ’ prior written notice for certain services and reduced for other services after a 90 -day period.

The TSA may be terminated in its entirety if the other party has failed to perform any of its material obligations and such failure is not cured within 30 days.

The Transition Services were generally intended to be provided for a period of up to two years following the Closing Date, although such period and could be extended for an additional one-year term by either party upon 30 days ’ prior written notice.

The fees for the Transition Services were calculated using either a per service monthly were or an hourly rate for the employees allocated to provide such services.

Any third-party costs incurred in providing the Transition Services were passed on to the party receiving such services at cost for the two-year period.

Amounts paid for the Cogent Fiber Business by T-Mobile were reimbursed at cost.

The TSA provides for customary indemnification and limits on liability.

Amounts billed under the TSA are due 30 days from receipt of the related invoice.

Amounts billed to the Company under the TSA are primarily for reimbursement at cost of payments to vendors of the Cogent Fiber Business until these vendors are fully transitioned to the Company.

Amounts billed under the TSA were due 30 days from receipt of the related invoice.

Amounts billed to the Company under the TSA were primarily for reimbursement at cost of payments to vendors of the Cogent Fiber Business until these vendors are fully transitioned to the Company.

The amounts due from the Seller were primarily reimbursements for severance costs related to Cogent Fiber Business employees and services provided by the Company for the Seller.

During the three and six months ended June 30, 2025, the Company was billed $ 10,000 and $ 0.4 million as due to the Seller under the TSA, respectively.

During the three and six months ended June 30, 2024, the Company was billed $ 6.7 million and $ 23.3 million as due to the Seller under the TSA, respectively.

During the three and six months ended June 30, 2025, the Company paid the Seller $ 0.2 million and $ 0.9 million, respectively, under the TSA.

During the three and six months ended June 30, 2024, the Company paid the Seller $ 9.8 million and $ 88.2 million, respectively, under the TSA.

During the three and six months ended June 30, 2025, the Company billed the Seller $ 0.1 million and $ 0.1 million, respectively, under the TSA.

During the three and six months ended June 30, 2024, the Company billed the Seller $ 0.4 million and $ 0.9 million, respectively, under the TSA.

During the six months ended June 30, 2025, the Seller paid the Company $ 0.1 million under the TSA.

There were no payments received during the three months ended June 30, 2025 under the TSA.

During the three and six months ended June 30, 2024, the Seller paid the Company $ 0.5 million and $ 0.9 million, respectively, under the TSA.

As of June 30, 2025, the Company owed $ 9,000 to the Seller, and the Seller owed $ 0.1 million to the Company under the TSA.

As of December 31, 2024, the Company owed $ 0.5 million to the Seller, and the Seller owed $ 0.1 million to the Company under the TSA.

During the three and nine months ended September 30, 2024, the Company was billed $ 3.0 million and $ 26.3 million as due to the Seller under the TSA, respectively.

During the three and nine months ended September 30, 2024, the Company paid the Seller $ 3.7 million and $ 91.9 million, respectively, under the TSA.

During the three and nine months ended September 30, 2025, the amounts billed and paid by the Seller to the Company under the TSA were not material.

As of September 30, 2025, and December 31, 2024, the amounts owed by the Company to the Seller and the amounts owed by the Seller to the Company under the TSA were not material.

Other Services Provided to the Seller

In addition, on the Closing Date, the Buyer and TMUSA entered into a commercial agreement (the “Commercial Agreement”) for colocation and connectivity services, pursuant to which the Company will provide such services to TMUSA for a per service monthly fee plus certain third-party costs incurred in providing the services.

During the three and six months ended June 30, 2025, the Company billed and recorded revenue due from the Seller of $ 1.1 million and $ 1.8 million, respectively under the Commercial Agreement.

During the three and six months ended June 30, 2024, the Company billed and recorded revenue due from the Seller of $ 5.9 million and $ 9.1 million, respectively under the Commercial Agreement.

As of June 30, 2025, and December 31, 2024, TMUSA owed $ 0.9 million and $ 2.6 million, respectively, to the Company under the Commercial Agreement.

During the three and nine months ended September 30, 2025, the Company billed and recorded revenue due from the Seller of $ 0.4 million and $ 2.1 million, respectively, under the Commercial Agreement.

During the three and nine months ended September 30, 2024, the Company billed and recorded revenue due from the Seller of $ 4.1 million and $ 13.2 million, respectively, under the Commercial Agreement.

As of September 30, 2025, and December 31, 2024, TMUSA owed $ 0.6 million and $ 2.6 million, respectively, to the Company under the Commercial Agreement.

These amounts are recorded in accounts receivable.

1 unchanged sentence

In connection with the Transaction and negotiation of the Purchase Agreement, the Company incurred a total of $ 13.6 million of professional fees and other acquisition-related costs (not including severance costs) since the acquisition date.

Acquisition-related costs (not including severance costs) were $ 12.4 million and $ 21.4 million for the three and six months ended June 30, 2024, respectively.

There were no acquisition-related costs incurred in the three or six months ended June 30, 2025.

Acquisition-related costs (not including severance costs) were $ 12.4 million and $ 21.4 million for the three and nine months ended September 30, 2024, respectively.

There were no acquisition-related costs incurred in the three or nine months ended September 30, 2025.

Consideration

11 unchanged sentences

● $ 8.0 million during the three months ended June 30, 2024.

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(b) Under the Purchase Agreement, 50.0 % of the assumed short-term operating lease liabilities totaling $ 28.1 million are to be paid to the Company from the Seller in four equal installments in months 55 - 58 from the Closing Date which were recorded at their present value resulting in a discount of $ 8.4 million.

During the three months ended March 31, 2024, the Working Capital Adjustment, net of discount, was adjusted by $ 17.0 million to reflect the conclusion of the determination of amounts due from the Seller from the Short-term Lease Payment.

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(c) The IP Transit Services Agreement payments totaling $ 700.0 million were recorded at their present value resulting in a discount of $ 79.6 million.

50 unchanged sentences

The Company acquired property and equipment of $ 965.7 million.

This is primarily comprised of the legacy Sprint network and consists of optical fiber, related equipment, and owned real estate that were valued using a combination of cost and market approaches.

This is primarily comprised of the legacy Sprint network and consisted of optical fiber, related equipment, and owned real estate that were valued using a combination of cost and market approaches.

Management intends to operate the acquired business;

16 unchanged sentences

The acquired customer relationships have an estimated useful life of nine years , and the estimated fair value was determined using a market-based income approach.

Amortization expense was $ 0.4 million and $ 0.8 million for the three and six months ended June 30, 2025, respectively and was $ 0.4 million and $ 0.9 million for the three and six months ended June 30, 2024, respectively.

Amortization expense was $ 0.4 million and $ 1.3 million for the three and nine months ended September 30, 2025, respectively, and was $ 0.4 million and $ 1.3 million for the three and nine months ended September 30, 2024, respectively.

Future amortization expense of the customer relationships is $ 1.8 million per year for seven years .

26 unchanged sentences

Financial instruments

At June 30, 2025 and December 31, 2024, the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses approximated fair value because of the short-term nature of these instruments.

At September 30, 2025 and December 31, 2024, the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses approximated fair value because of the short-term nature of these instruments.

The Company measures its cash equivalents and restricted cash at amortized cost, which approximates fair value based upon quoted market prices (Level 1).

Based upon recent trading prices (Level 2—market approach) at June 30, 2025,

Based upon recent trading prices (Level 2—market approach) at September 30, 2025,

● The fair value of the Company’s $ 450.0 million aggregate principal amount of 7.00 % Senior Unsecured Notes due 2027 (the “2027 Notes”) was $ 447.8 million;

5 unchanged sentences

Restricted cash and interest rate swap agreement

Restricted cash includes amounts held in segregated bank accounts by the Company’s clearing broker as margin in support of the Company’s Swap Agreement as discussed in Note 3 and was $ 13.6 million as of June 30, 2025 and $ 22.3 million at December 31, 2024.

Additional restricted cash related to the IPv4 Notes, as discussed in Note 3, was $ 79.5 million as of June 30, 2025 and $ 7.1 million at December 31, 2024.

Restricted cash includes amounts held in segregated bank accounts by the Company’s clearing broker as margin in support of the Company’s Swap Agreement, as discussed in Note 3, and was $ 13.8 million as of September 30, 2025 and $ 22.3 million at December 31, 2024.

Restricted cash related to the Company’s IPv4 Notes, as discussed in Note 3, was $ 65.4 million as of September 30, 2025 and $ 7.1 million at December 31, 2024.

Additional cash may be further restricted to maintain the Company’s Swap Agreement as interest rates fluctuate and margin requirements change and under the provisions of the Company’s IPv4 Notes Indenture (as defined below).

4 unchanged sentences

The Company records certain excise taxes and surcharges on a gross basis and includes them in its revenue and network operations expense.

Excise taxes and surcharges billed to customers and recorded on a gross basis (as service revenue and network operations expense) were $ 20.0 million and $ 40.2 million for the three and six months ended June 30, 2025, respectively and were $ 19.2 million and $ 39.7 million for the three and six months ended June 30, 2024, respectively.

Excise taxes and surcharges billed to customers and recorded on a gross basis (as service revenue and network operations expense) were $ 19.2 million and $ 59.4 million for the three and nine months ended September 30, 2025, respectively, and were $ 19.8 million and $ 59.5 million for the three and nine months ended September 30, 2024, respectively.

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4 unchanged sentences

The following details the determination of diluted weighted-average shares:

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Weighted average common shares - basic

3 unchanged sentences

The following details unvested shares of restricted common stock as well as the anti-dilutive effects of stock options and restricted stock awards outstanding:

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Unvested shares of restricted common stock

1 unchanged sentence

Anti-dilutive shares of restricted common stock

Stockholders’ Equity

The following details the changes in stockholders’ equity for the three months and six ended June 30, 2025 and 2024, respectively (in thousands except share data):

Stockholders’ (Deficit) Equity

The following details the changes in stockholders’ (deficit) equity for the three months and nine months ended September 30, 2025 and 2024, respectively (in thousands except share data):

Comprehensive

Stockholders’

Balance at March 31, 2025

(Deficit) Equity

Balance at June 30, 2025

Forfeitures of shares granted to employees

5 unchanged sentences

Dividends paid

Balance at June 30, 2025

Balance at September 30, 2025

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1 unchanged sentence

Stockholders’

Balance at March 31, 2024

Balance at June 30, 2024

Forfeitures of shares granted to employees

3 unchanged sentences

Exercises of options

Common stock purchases & retirement

Dividends paid

Balance at June 30, 2024

Balance at September 30, 2024

Comprehensive

8 unchanged sentences

Dividends paid

Balance at June 30, 2025

Balance at September 30, 2025

Comprehensive

8 unchanged sentences

Dividends paid

Balance at June 30, 2024

Balance at September 30, 2024

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9 unchanged sentences

(in thousands)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Service revenue recognized from deferred revenue balance at beginning of period

5 unchanged sentences

Lease income is included in service revenue in the condensed consolidated statements of comprehensive loss.

In February 2016, the FASB issued ASU No.

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In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2016-02, Leases (“ASU 2016-02”).

4 unchanged sentences

(Amounts in thousands)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Finance lease cost

3 unchanged sentences

Total lease costs

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June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Other lease information (amounts in thousands)

15 unchanged sentences

Right-of-use assets represent the Company’s right-to-use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments under the lease.

As of June 30, 2025, the Company had committed to additional IRU agreements totaling $ 142.2 million in future payments to be paid over periods of up to 20 years .

As of September 30, 2025, the Company had committed to additional IRU agreements totaling $ 160.2 million in future payments to be paid over periods of up to 20 years .

These obligations begin when the related fiber is accepted, which is generally expected to occur in the next 12 months.

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The future minimum payments under the Company’s operating lease and finance lease agreements are as follows (in thousands):

For the Twelve Months Ending June 30,

For the Twelve Months Ending September 30,

Total minimum lease obligations

3 unchanged sentences

Lease obligations, net of current maturities

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Allowance for credit losses

7 unchanged sentences

Allowance for credit losses (deducted from accounts receivable) (in thousands)

Three months ended June 30, 2025

Three months ended June 30, 2024

Six months ended June 30, 2025

Six months ended June 30, 2024

Three months ended September 30, 2025

Three months ended September 30, 2024

Nine months ended September 30, 2025

Nine months ended September 30, 2024

(in thousands)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Net bad debt expense

1 unchanged sentence

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update (“ASU 2023-09”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation disaggregated into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold as defined within the standard.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , (“ASU 2023-09”) which requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation disaggregated into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold as defined within the standard.

In addition, all entities will be required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

1 unchanged sentence

The Company will not early adopt ASU 2023-09 and does not expect a material impact on its consolidated financial statements from the adoption of ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses , (“ASU 2024-03”), which requires a public business entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis.

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In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses , (“ASU 2024-03”), which requires a public business entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis.

The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

4 unchanged sentences

(in thousands)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Depreciation and amortization expense

Capitalized compensation cost

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IRU Finance Lease Termination – Discount and Gain on Lease Termination

4 unchanged sentences

Long-term debt:

As of June 30, 2025, the Company had outstanding the following long-term debt obligations;

As of September 30, 2025, the Company had the following long-term debt obligations outstanding;

● $ 600.0 million aggregate principal amount of 2032 Notes,

6 unchanged sentences

◾ The 2032 Notes were issued in connection with the redemption of the Company’s $ 500.0 million 3.50 % Senior Secured Notes due to mature in May 2026 (the “Existing Secured 2026 Notes”), that were due on May 1, 2026, and bore interest at a rate of 3.50 % per year.

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o The Existing IPv4 Notes were issued for an aggregate principal amount of $ 206.0 million and bear interest at a rate of 7.924 % , with an anticipated term ending in May 2029 (such anticipated repayment date, the “ARD”).

1 unchanged sentence

Interest on the IPv4 Notes is paid monthly.

o The 2027 Mirror Notes were issued in June 2024, are due on June 15, 2027, and bear interest at a rate of 7.00 % per year.

o The 2027 Notes were issued in June 2022, are due on June 15, 2027, and bear interest at a rate of 7.00 % per year.

Interest on the 2027 Mirror Notes and 2027 Notes is paid semi-annually on June 15 and December 15 of each year.

o The 2027 Mirror Notes were issued for an aggregate principal amount of $ 300.0 million in June 2024, are due on June 15, 2027 , and bear interest at a rate of 7.00 % per year.

o The 2027 Notes were issued for an aggregate principal amount of $ 450.0 million in June 2022, are due on June 15, 2027 , and bear interest at a rate of 7.00 % per year.

o Interest on the 2027 Mirror Notes and the 2027 Notes is paid semi-annually on June 15 and December 15 of each year.

Issuance of $ 600.0 million principal amount of 2032 Notes and redemption of the Existing Secured 2026 Notes

4 unchanged sentences

persons in transactions outside the United States in compliance with Regulation S under the Securities Act.

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The net proceeds from the offering were $ 597.8 million after deducting offering expenses.

11 unchanged sentences

The 2032 Notes and the 2032 Notes Subsidiary Guarantees are effectively senior to any of the Issuers’ and the Subsidiary Guarantors’ existing and future senior unsecured indebtedness, including the 2027 Notes and 2027 Mirror Notes (together, the “Existing Unsecured 2027 Notes”), and future indebtedness secured by liens on the collateral securing the 2032 Notes that are junior to the liens on the collateral securing the 2032 Notes, in each case, to the extent of the value of the collateral securing the 2032 Notes.

Without giving effect to collateral arrangements, the 2032 Notes and the 2032 Notes Subsidiary Guarantees rank pari passu in right of payment with all of the Issuers’ and the 2032 Notes Subsidiary Guarantors’ existing and future senior indebtedness that is not subordinated in right of payment to the 2032 Notes or the 2032 Notes Subsidiary Guarantees, including the Existing Unsecured 2027 Notes, and are effectively subordinated to any of the Issuers’ and the 2032 Notes Subsidiary Guarantors’ indebtedness that is secured by assets that do not constitute collateral or that is secured by liens on the collateral securing the 2032 Notes that are senior to the liens securing the 2032 Notes, in each case, to the extent of the value of the collateral securing such indebtedness.

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or that is secured by liens on the collateral securing the 2032 Notes that are senior to the liens securing the 2032 Notes, in each case, to the extent of the value of the collateral securing such indebtedness.

In addition, the 2032 Notes and the 2032 Notes Subsidiary Guarantees rank contractually senior in right of payment to all of the Issuers’ and the 2032 Notes Subsidiary Guarantors’ subordinated indebtedness and are structurally subordinated to any existing and future indebtedness and other liabilities of Group’s non-guarantor subsidiaries (other than the Co-Issuer).

8 unchanged sentences

Thereafter, the Issuers may redeem the 2032 Notes, in whole or in part, at a redemption price ranging from 103.250 % of the aggregate principal amount of the 2032 Notes redeemed to par (depending on the year), in each case, as set forth in the 2032 Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

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If Group undergoes specific kinds of changes in control accompanied by certain ratings events, the Issuers will be required to offer to repurchase the 2032 Notes from holders at a price equal to 101.0 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

8 unchanged sentences

● consolidate, merge, sell or otherwise dispose of all or substantially all of the properties and assets of Cogent Group and its restricted subsidiaries taken as a whole;

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● incur restrictions on the ability of a restricted subsidiary to pay dividends or make other payments;

13 unchanged sentences

and (vii) certain defaults with respect to the security documentation related to the 2032 Notes and the collateral securing the 2032 Notes and the Guarantees of the Subsidiary Guarantors.

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Issuance of $ 174.4 million principal amount of New IPv4 Notes

2 unchanged sentences

At the New IPv4 Notes Closing Date, $ 72.6 million of the net proceeds were restricted, and $ 97.9 million of the net proceeds were unrestricted.

The restricted net proceeds will become available based upon improvements in the monthly leverage ratio and debt service coverage ratio (both as defined in the IPv4 Base Indenture (as defined below).

The restricted cash proceeds become available based upon improvements in the monthly leverage ratio and debt service coverage ratio (both as defined in the IPv4 Base Indenture (as defined below).

During the three months ended September 30, 2025 the restriction on $ 14.1 million of restricted cash was released primarily due to an improvement in the Company’s monthly leverage and debt service coverage ratios under the IPv4 base Indenture.

The New IPv4 Notes were issued pursuant to the IPv4 Base Indenture, dated as of May 2, 2024, as supplemented by the Series 2025-1 Supplement thereto, dated as of the New IPv4 Notes Closing Date (the “Series 2025-1 Supplement”), by and between the IPv4 Issuer and the IPv4 Trustee (as defined below).

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plus (C) the post-anticipated repayment date note spread of 3.00 % applicable to such New IPv4 Notes.

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In connection with the issuance of the New IPv4 Notes, the IPv4 Issuer obtained consents from noteholders representing more than 50 % of the Voting Rights (as defined in the IPv4 Base Indenture) of the Existing IPv4 Notes to adopt amendments to the IPv4 Base Indenture to, among other things, permit the IPv4 Issuer to (i) issue additional Class A Notes (as defined in the IPv4 Base Indenture) (provided that the Class A Leverage Ratio (as defined in the IPv4 Base Indenture) is less than or equal to 7.25 to 1.00 ) (as opposed to 6.10 to 1.00 under the Base Indenture as previously in effect), (ii) dispose of IPv4 addresses owned by the IPv4 Issuer (provided that the pro forma Leverage Ratio (as defined in the IPv4 Base Indenture) is less than or equal to 7.25 to 1.00 ) (as opposed to the greater of (x) 7.10 to 1.00 and (y) the Leverage Ratio as of the date of the most recent issuance of Additional Notes (as defined in the IPv4 Base Indenture) (after giving effect to the issuance of such Additional Notes) under the IPv4 Base Indenture as previously in effect) and (iii) substitute new IPv4 addresses (including Non-Contributed IP Addresses (as defined in the IPv4 Base Indenture)) to be owned by the IPv4 Issuer for the Contributed IP Addresses then owned by the IPv4 Issuer (provided that the pro forma Leverage Ratio is not greater than 7.25 to 1.00 ) (as opposed to 6.10 to 1.00 under the IPv4 Base Indenture as previously in effect), in each case, among other applicable requirements (collectively, the “Amendments”).

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The IPv4 Base Indenture allows the IPv4 Issuer to issue additional series of notes subject to certain conditions set forth therein.

The Existing IPv4 Notes were issued as part of a securitization transaction, pursuant to which certain IPv4 addresses, customer IPv4 address leases, customer accounts receivable and other IPv4 address assets (collectively, “IPv4 Address Assets”) were

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contributed to the IPv4 Issuer and are included as collateral for the Existing IPv4 Notes.

While the Existing IPv4 Notes are outstanding, scheduled payments of interest are required to be made on a monthly basis.

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Except as described below, neither the Company nor any subsidiary of the Company, other than the IPv4 Issuer and the IPv4 Guarantor, will guarantee or in any way be liable for the obligations of the IPv4 Issuer under the IPv4 Notes Indenture or the IPv4 Notes.

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The IPv4 Notes are subject to a series of covenants and restrictions customary for transactions of this type.

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After the IPv4 Trustee pays the monthly interest and other IPv4 Address Assets related costs, including monthly fees paid to the Manager for its services, the residual cash is paid to the Company and is unrestricted.

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Issuance of $ 300.0 million principal amount of 2027 Mirror Notes

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Under certain circumstances, the 2027 Mirror Notes Guarantors may be released from these 2027 Mirror Notes Guarantees without the consent of the holders of the 2027 Mirror Notes.

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The 2027 Mirror Notes and the 2027 Mirror Notes Guarantees are the Issuers’ and the 2027 Mirror Notes Guarantors’ senior unsecured obligations.

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pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;

make certain investments and other restricted payments,

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such as prepayment, redemption or repurchase of certain indebtedness;

make certain investments and other restricted payments, such as prepayment, redemption or repurchase of certain indebtedness;

create liens;

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and (vi) certain events of bankruptcy or insolvency.

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Limitations under the Indentures

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Under the Indentures, Group and its restricted subsidiaries can pay dividends, make other distributions, make certain investments and make other restricted payments under certain circumstances, including, with respect to its restricted payments, if, after giving pro forma effect to such restricted payment, Group could still incur $ 1 of “Ratio Debt,” as defined (i.e., either its consolidated leverage ratio is less than 6.0 to 1.0 or its fixed charge coverage ratio is 2.0 to 1.0 or greater).

As of June 30, 2025, and under the more restrictive leverage ratio definitions under the 2027 Notes Indenture and the 2027 Mirror Notes Indenture (the “2027 Notes Indentures”),

● Group’s consolidated leverage ratio was above 6.0 to 1.00 ,

● Group’s consolidated secured leverage ratio was above 4.0 , and

● Group’s fixed charge coverage ratio was above 2.0 .

As of June 30, 2025, and under the leverage ratio definitions under the 2032 Notes Indenture, (The definition of consolidated cash flow under Group’s 2032 Notes Indenture includes cash payments from TMUSA under the IP Transit Services Agreement for the reference period, as defined.)

As of September 30, 2025, and under the more restrictive leverage ratio definitions under the 2027 Notes Indenture and the 2027 Mirror Notes Indenture (the “2027 Notes Indentures”),

● Group’s consolidated leverage ratio was below 6.0 to 1.00 ,

● Group’s consolidated secured leverage ratio was below 4.0 , and

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● Group’s fixed charge coverage ratio was above 2.0 .

As of June 30, 2025, a total of $ 295.6 million was unrestricted and permitted for restricted payments, including dividends and stock purchases.

As of September 30, 2025, and under the leverage ratio definitions under the 2032 Notes Indenture, (the definition of consolidated cash flow under Group’s 2032 Notes Indenture includes cash payments from TMUSA under the IP Transit Services Agreement for the reference period, as defined.)

● Group’s consolidated leverage ratio was below 6.0 to 1.00 ,

● Group’s fixed charge coverage ratio was above 2.0 .

As of September 30, 2025, a total of $ 251.7 million was unrestricted and permitted for restricted payments, including dividends and stock purchases.

Interest rate swap agreement

As of June 30, 2025, the Company was party to an interest rate swap agreement (the “Swap Agreement”).

As of September 30, 2025, the Company was party to an interest rate swap agreement (the “Swap Agreement”).

The Swap Agreement is an independent agreement from the Company’s now extinguished Existing Secured 2026 Notes and remains outstanding until its maturity in February 2026.

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The values that the Company reports for the Swap Agreement as of each reporting date are recognized as “interest expense including change in valuation – interest rate swap agreement” with the corresponding amounts included in assets or liabilities in the Company’s condensed consolidated balance sheets.

As of June 30, 2025, the fair value of the Swap Agreement was a net liability of $ 13.6 million which is presented with accrued and other current liabilities.

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As of September 30, 2025, the fair value of the Swap Agreement was a net liability of $ 13.8 million which is presented with accrued and other current liabilities.

As of December 31, 2024, the fair value of the Swap Agreement was a net liability of $ 22.3 million, of which $ 18.3 million was presented with accrued and other current liabilities and $ 4.0 million was presented with other long-term liabilities.

As of June 30, 2025, the Company has made a $ 13.8 million deposit with the counterparty to the Swap Agreement.

As of September 30, 2025, the Company has made a $ 14.3 million deposit with the counterparty to the Swap Agreement.

If the fair value of the Swap Agreement exceeds a net liability of $ 14.3 million, the Company will be required to deposit additional funds with the counterparty equal to the net liability fair value.

As of June 30, 2025, $ 13.6 million of the deposit was restricted and $ 0.2 million was unrestricted.

As of September 30, 2025, $ 13.8 million of the deposit was restricted and $ 0.5 million was unrestricted.

Under the Swap Agreement, the Company pays the counterparty a semi-annual payment based upon overnight SOFR plus a contractual interest rate spread, and the counterparty pays the Company a semi-annual fixed 3.50 % interest payment.

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The Company reviews its accruals at least quarterly and adjusts them to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter.

The Company has taken certain positions related to its obligations for leased circuits for which it is reasonably possible to result in a loss of up to $ 4.4 million in excess of the amount accrued at June 30, 2025.

The Company has taken certain positions related to its obligations for leased circuits for which it is reasonably possible to result in a loss of up to $ 4.5 million in excess of the amount accrued at September 30, 2025.

In the ordinary course of business, the Company is involved in other legal activities and claims.

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Actual results may differ from these estimates under different assumptions or conditions and such differences could be material.

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Income taxes:

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Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

On July 4, 2025, H.

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This change results in a higher limitation threshold and potentially reduces disallowed interest expense in future periods.

● Modifications to the GILTI regime, now referred to as Net CFC Tested Income (“NCTI”), including the elimination of the deemed 10% on QBAI and reduction in the Section 250 deduction.

● Replacement of FDII with a new Foreign Derived Domestic Eligible Income (“FDDEI”) regime, modifying the deduction rate and simplifying the overall calculation.

Under ASC 740, the income tax effects of the 2025 Tax Act will be recognized in the period of enactment.

The Company expects the 2025 Tax Act to affect the valuation of certain of its deferred income taxes – a total net deferred income tax liability of $ 362.5 million at June 30, 2025.

The Company is in the process quantifying this impact that will be recorded in the third quarter of 2025.

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● Modifications to the Global Intangible Low-Taxed Income regime, now referred to as Net CFC Tested Income (“NCTI”), including the elimination of the deemed 10% on Qualified Business Asset Investment and reduction in the Section 250 deduction.

● Replacement of FDII with a new Foreign-Derived Intangible Income regime, modifying the deduction rate and simplifying the overall calculation.

Under ASC 740, the income tax effects of the 2025 Tax Act have been recognized in the period of enactment.

The Company has quantified and recorded the impact of these changes in the three months ended September 30, 2025.

These changes did not have a material impact to the Company’s consolidated financial statements.

Common stock buyback program:

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In June 2024, the Company purchased 153,322 shares of its common stock for $ 8.0 million at an average share price of $ 51.97 .

In the second quarter of 2025, the Company purchased 229,507 shares of its common stock for $ 11.5 million at an average price of $ 50.18 per share under its Buyback Program.

In July 2025, the Company purchased an additional 63,487 shares of its common stock for $ 3.1 million at an average price of $ 48.13 per share under its Buyback Program.

In the third quarter of 2025, the Company purchased 112,311 shares of its common stock for $ 5.2 million at an average price of $ 46.02 per share under its Buyback Program.

For the nine months ended September 30, 2025, the Company purchased 341,818 shares of its common stock for $ 16.7 million at an average price of $ 48.81 per share under its Buyback Program.

On August 6, 2025, the Company’s Board approved a $ 100.0 million increase to its Buyback Program to continue through December 31, 2026.

As of July 31, 2025, there was $ 107.9 million available under the Buyback Program.

As of September 30, 2025, there was $ 105.8 million available under the Buyback Program.

Dividends on common stock:

On August 6, 2025 , the Company’s Board of Directors approved the payment of a quarterly dividend of $ 1.015 per share of common stock.

This estimated $ 48.4 million dividend payment is expected to be made on September 5, 2025 .

On November 5, 2025 , the Company’s Board of Directors approved the payment of a quarterly dividend of $ 0.02 per share of common stock.

This estimated $ 1.0 million dividend payment is expected to be made on December 8, 2025 .

The payment of any future dividends and any other returns of capital, including stock buybacks will be at the discretion of the Company’s Board of Directors and may be reduced, eliminated or increased and will be dependent upon the Company’s financial position, results of operations, available cash, cash flow, capital requirements, limitations under the Company’s debt indentures and other factors deemed relevant by the Company’s Board of Directors.

The Company is a Delaware corporation and under the General Corporation Law of the State of Delaware, distributions may be restricted including a restriction that distributions, including stock

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purchases and dividends, do not result in an impairment of a corporation’s capital, as defined under Delaware law.

The Company is a Delaware corporation and under the General Corporation Law of the State of Delaware, distributions may be restricted including a restriction that distributions, including stock purchases and dividends, do not result in an impairment of a corporation’s capital, as defined under Delaware law.

The Indentures limit the Company’s ability to return cash to its stockholders.

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The term for each of the New Leases is five years beginning on April 1, 2023.

Both of the New Leases are cancellable by the Company without penalty upon 60 days written notice.

Both of the New Leases

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are cancellable by the Company without penalty upon 60 days written notice.

The Company took occupancy of the office space and network operations space in April 2023.

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The Amendment provides for $ 162,118 of additional fixed annual rent during the term of the Network Operations Lease, plus a proportionate share of real estate taxes and operating expenses and separately metered utilities expense.

The Company paid $ 0.8 million and $ 0.9 million in the three months ended June 30, 2025 and 2024, respectively, and $ 1.6 million and $ 1.6 million in the six months ended June 30, 2025 and 2024, respectively, for rent and related costs (including taxes and utilities) for these leases.

The Company paid $ 0.9 million and $ 0.8 million in the three months ended September 30, 2025 and 2024, respectively, and $ 2.4 million and $ 2.5 million in the nine months ended September 30, 2025 and 2024, respectively, for rent and related costs (including taxes and utilities) for these leases.

Geographic and segment information:

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Below are the Company’s service revenues and long-lived assets by geographic region - including property plant and equipment and excluding intangible assets (in thousands):

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

North America

South America

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

North America

South America

Six Months Ended June 30, 2025

Nine months Ended September 30, 2025

North America

South America

Six Months Ended June 30, 2024

Nine months Ended September 30, 2024

North America

South America

September 30,

Long-lived assets, net

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The majority of North American revenue consists of services delivered within the United States.

Subsequent events – Potential Sale of Acquired Data Centers:

In October 2025, the Company entered into a non-binding letter of intent “(LOI”) for the sale of two data center facilities (the “Facilities”) and the associated land for $ 144.0 million in cash.

The LOI includes certain contingencies, including the completion of further due diligence by the prospective buyer and negotiation and execution of a definitive purchase and sale agreement.

The Facilities are owned real estate acquired by the Company in the Transaction.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements