What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-28 · 326 added, 269 removed, 864 unchanged (41% of the section changed)

3 unchanged sentences

Consolidated Statements of Comprehensive (Loss) Income for Each of the Three Years Ended December 31, 2025

Consolidated Statements of Changes in Stockholders’ Equity for Each of the Three Years Ended December 31, 2024

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for Each of the Three Years Ended December 31, 2025

Consolidated Statements of Cash Flows for Each of the Three Years Ended December 31, 2025

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We have audited the accompanying consolidated balance sheets of Cogent Communications Holdings, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive (loss) income, changes in stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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Right-of-use leased assets

IPv4 intangible assets

IPv4 intangible asset

Other intangible assets, net

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Due to T-Mobile – Transition Services Agreement

Due to T-Mobile – Purchase Agreement

Current maturities, operating lease liabilities

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Total current liabilities

Senior secured 2026 notes, net of unamortized debt costs of $ 375 and $ 645 , respectively, and discount of $ 499 and $ 857 , respectively

Senior secured 2032 notes, net of unamortized debt costs of $ 2,020

Senior secured 2026 notes, net of unamortized debt costs of $ 375 and discount of $ 499

Senior unsecured 2027 notes, net of unamortized debt costs of $ 1,236 and $ 2,013 , respectively, and discounts of $ 4,344 and $ 7,053 , respectively

Secured IPv4 notes, net of debt costs of $ 6,702

Secured IPv4 notes, net of debt costs of $ 8,863 and $ 6,702 , respectively

Operating lease liabilities, net of current maturities

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Commitments and contingencies

Stockholders’ equity:

Stockholders’ (deficit) equity:

Common stock, $ 0.001 par value;

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Additional paid-in capital

Accumulated other comprehensive loss

Accumulated (deficit) earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

Accumulated other comprehensive income (loss)

Accumulated deficit

Total stockholders’ (deficit) equity

Total liabilities and stockholders’ (deficit) equity

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

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Selling, general, and administrative (including $ 24,532 , $ 24,057 and $ 25,855 of equity-based compensation expense, respectively)

Acquisition costs – Sprint Business

Acquisition costs – Cogent Fiber Business

Depreciation and amortization

Total operating expenses

Gain on lease termination

Operating (loss) income

Gains on lease terminations and other

Operating loss

Interest expense, including change in valuation – interest rate swap

Foreign exchange gain on 2024 Notes

Loss on debt extinguishment and redemption – 2026 Notes

Gain on bargain purchase – Sprint Business

Gain on bargain purchase – Cogent Fiber Business

Interest income – IP Transit Services Agreement

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(Loss) income before income taxes

Income tax benefit (expense)

Income tax benefit

Net (loss) income

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COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2025

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Stockholder’s

Equity (Deficit)

Balance at December 31, 2022

( 1,074,588 )

Forfeitures of shares granted to employees

5 unchanged sentences

Balance at December 31, 2023

( 1,074,588 )

Forfeitures of shares granted to employees

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Exercises of options

Common stock purchases and retirement

Dividends paid

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Equity-based compensation expense (net of amounts capitalized)

Gain on bargain purchase – Sprint Business

Gain on bargain purchase – Cogent Fiber Business

( 1,406,435 )

Foreign currency exchange gain on 2024 Notes

Loss on extinguishment & redemption of 2026 notes

Gain – lease termination

Gains—equipment transactions and other, net

Gains – lease terminations and other

Deferred income taxes

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Cash receipts - IP Transit Services Agreement – T-Mobile

Acquisition of Sprint Business, net of $ 47.1 million of cash acquired in 2023

Acquisition of Cogent Fiber Business, net of $ 47.1 million of cash acquired in 2023

Purchases of property and equipment

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities:

Net proceeds from issuance of senior unsecured 2027 Notes, net of debt costs of $ 1.6 million in 2024 and a discount of $ 6.8 million in 2024 and debt costs of $ 1.3 million in 2022

Net proceeds from issuance of secured IPv4 notes – net of debt costs of $ 7.6 million

Redemption and extinguishment of unsecured 2024 Notes

Net proceeds from issuance of senior secured 2032 notes - net of debt costs of $ 2.2 million

Net proceeds from issuance of senior unsecured 2027 notes, net of debt costs of $ 1.6 million and a discount of $ 6.8 million

Net proceeds from issuance of secured IPv4 notes – net of debt costs of $ 4.0 million and $ 7.6 million, respectively

Redemption and extinguishment of secured 2026 notes

Dividends paid

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Settlement of a finance lease – at a discount

Principal payments of installment payment agreement

Proceeds from exercises of common stock options

1 unchanged sentence

Effect of exchange rate changes on cash

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

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

Cash and cash equivalents & restricted cash, beginning of year

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Cash paid for interest

Cash paid for income taxes

Cash paid for income taxes net of (refunds) for 2025 -See Note 5

Non-cash investing and financing activities:

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and its subsidiaries.

Cogent Communications, LLC (formerly Cogent Communications, Inc.) is wholly owned by Group, Sprint Communications Company LP is indirectly wholly owned by Holdings, and the vast majority of the Company’s assets, contractual arrangements, and operations are executed by Sprint Communications Company LP and Cogent Communications, LLC.

Cogent Communications, LLC (formerly Cogent Communications, Inc.) is wholly owned by Group, Cogent Fiber LLC (formerly Sprint Communications Company LP) is indirectly wholly owned by Holdings, and the vast majority of the Company’s assets are held by, contractual arrangements are executed by, and operations are conducted by, Cogent Fiber LLC and Cogent Communications, LLC.

Description of business

The Company is a facilities-based provider of low-cost, high-speed Internet access, private network services, optical wavelength and optical transport services and data center colocation space and power.

The Company’s network is specifically designed and optimized to transmit packet routed data.

The Company delivers its services primarily to businesses, large and small, communications service providers and other bandwidth-intensive organizations in 56 countries across North America, Europe, South America, Oceania and Africa.

The Company operates two networks:

an IP Network specifically designed and optimized to transmit packet routed data and an Optical Wave Network designed to provide optical wave and transport services.

The Company delivers its services primarily to businesses, large and small, communications service providers and other bandwidth-intensive organizations in 57 countries across North America, Europe, Asia, South America, Oceania and Africa.

The Company is a Delaware corporation and is headquartered in Washington, DC.

The Company offers on-net Internet access services exclusively through its own facilities, which run from its network to its customers’ premises.

The Company offers its on-net services to customers located in buildings that are physically connected to its network.

The Company offers on-net Internet access services exclusively through its own facilities, which run from its IP Network to its customers’ premises.

The Company offers its on-net services to customers located in buildings that are physically connected to its IP Network.

As a result, the Company is not dependent on local telephone companies or cable TV companies to serve its customers for its on-net Internet access and private network services.

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The Company provides these off-net services primarily to corporate customers using other carriers’ circuits to provide the “last mile” portion of the link from the customers’ premises to the Company’s network.

The Company also provides certain non-core services that resulted from acquisitions, including the acquisition of Sprint Communications (as discussed below).

The Company also provides certain non-core services that resulted from acquisitions, including the acquisition of Sprint Communications, now called Cogent Fiber LLC (as discussed below).

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

In connection with the Company’s acquisition of Sprint Communications, 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 Sprint Communications 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 Sprint Business (as defined below) customers include a number of companies larger than the Company’s historical customer base.

In connection with the acquisition of Sprint Communications, the Company expanded selling services to these larger “Enterprise” customers.

Following the Company’s acquisition of Cogent Fiber LLC and pursuant to intercompany arrangements between Cogent Fiber LLC and the Company for use of the acquired Cogent Fiber LLC network, the Company began to provide optical wavelength services and optical transport services over its Optical Wave Network that is generally independent of the Company’s IP Network.

The Company is selling these wavelength services to its existing customers, customers of Cogent Fiber LLC and to new customers who

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require dedicated optical transport connectivity without the capital and ongoing expenses associated with owning and operating network infrastructure.

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.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures” (ASU 2023-07”).

ASU 2023-07 modified the reporting and disclosure requirements under Accounting Standards Codification 280 “ Segment Reporting .” The Company adopted ASU 2023-07 in the year ended December 31, 2024 and has made the additional disclosures required under ASU 2023-07 in Note 10.

In October 2021, the FASB issued ASU 2021-08, “ Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ” (“ASU 2021-08”).

ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Revenue from Contracts with Customers (Topic 606), as if the acquirer had originated the contracts at the date of the business combination.

ASU 2021-08 is effective for annual reporting periods beginning after December 15, 2022 and interim periods within those fiscal years.

Early adoption was permitted.

The Company adopted ASU 2021-08 in connection with its acquisition of Sprint Communications (as discussed below), at which time it became applicable to the Company and was applied in the accounting for the acquisition.

The adoption did not have a material impact on the opening balance sheet recorded and there was no retrospective impact to the Company’s consolidated financial statements as a result of the adoption.

Acquisition of Sprint Communications

In December 2023, the FASB issued Accounting Standards Update (ASU) No.

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 are 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.

The amendments in ASU 2023-09 are effective for public business entities for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09 prospectively for the year ended December 31, 2025, which affects only the Company’s disclosures and does not impact its results of operations or financial condition.

Accounting Standards Not Yet Adopted

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.

A public entity should apply the amendments either prospectively to financial statements issued for reporting periods after the effective date of the ASU or retrospectively to any or all prior periods presented in the financial statements.

The Company will not early adopt ASU 2024-03 and is in the process of evaluating the impact on its consolidated financial statements from the adoption of ASU 2024-03.

Acquisition of Cogent Fiber Business

On September 6, 2022, Cogent Infrastructure, Inc.

(now Cogent Infrastructure, LLC), a Delaware corporation and a direct wholly owned subsidiary of the Company (the “Buyer” and “Cogent Infrastructure”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Sprint Communications LLC, a Kansas limited liability company (“Sprint Communications”) and an indirect wholly owned subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), and Sprint LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of T-Mobile (the “Seller”), pursuant to which the Company acquired the U.S.

(now Cogent Infrastructure, LLC), a Delaware corporation and a direct wholly owned subsidiary of the Company (the “Buyer” or “Cogent Infrastructure”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Sprint Communications LLC, a Kansas limited liability company (“Sprint Communications”) and an indirect wholly owned subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), and Sprint LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of T-Mobile (the “Seller”), pursuant to which the Company acquired the U.S.

long-haul fiber network (including the non-U.S.

extensions thereof) of Sprint Communications and its subsidiaries (the “Sprint Business”).

Pursuant to the Purchase Agreement, the Company purchased from the Seller all of the issued and outstanding membership interests (the “Purchased Interests”) of Wireline Network Holdings LLC, a Delaware limited liability company that, following an internal restructuring and divisive merger, holds Sprint Communications’ assets and liabilities relating to the Sprint Business (such transactions contemplated by the Purchase Agreement, collectively, the “Transaction”).

The Purchase Agreement includes customary representations, warranties, indemnities and covenants, including regarding the conduct of the Sprint Business prior to the closing of the Transaction (the “Closing”).

extensions thereof) of Sprint Communications (now Cogent Fiber LLC) and its subsidiaries (the “Cogent Fiber Business”).

Pursuant to the Purchase Agreement, the Company purchased from the Seller all of the issued and outstanding membership interests (the “Purchased Interests”) of Wireline Network Holdings LLC, a Delaware limited liability company that, following an internal restructuring and divisive merger, held Sprint Communications’ assets and liabilities relating to the Cogent Fiber Business (such transactions contemplated by the Purchase Agreement, collectively, the “Transaction”).

The Purchase Agreement included customary representations, warranties, indemnities and covenants, including regarding the conduct of the Cogent Fiber Business prior to the closing of the Transaction (the “Closing”).

In addition, the Closing was subject to customary closing conditions, including the receipt of certain required regulatory approvals and consents.

The Company believes it is in a unique position to monetize the Sprint Business and its network and management expects to achieve significant cost reduction synergies and revenue synergies from the Transaction.

Revenue and pre-tax loss for the Sprint Business included in the Company’s consolidated statements of comprehensive income for the year ended December 31, 2023 were $ 283.3 million and $ 234.5 million, respectively.

The Company believes it is in a unique position to monetize the Cogent Fiber Business and its network and management expects to achieve significant cost reduction synergies and revenue synergies from the Transaction.

Revenue and pre-tax loss for the Cogent Fiber Business included in the Company’s consolidated statements of comprehensive income for the year ended December 31, 2023 were $ 283.3 million and $ 234.5 million, respectively.

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Purchase Price

1 unchanged sentence

On the Closing Date, the Buyer consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $ 1 payable to the Seller for the Purchased Interests, subject to customary adjustments, including working capital (the “Working Capital Adjustment”), as set forth in the Purchase Agreement.

As consideration for the Purchased Interests, the Working Capital Adjustment (primarily related to acquired cash and cash equivalents of an estimated $ 43.4 million at the Closing Date in order to fund the international operations of the Sprint Business) resulted in the Buyer making a payment to the Seller of $ 61.1 million on the Closing Date.

As consideration for the Purchased Interests, the Working Capital Adjustment (primarily related to acquired cash and cash equivalents of an estimated $ 43.4 million at the Closing Date in order to fund the international operations of the Cogent Fiber Business) resulted in the Buyer making a payment to the Seller of $ 61.1 million on the Closing Date.

During the third quarter of 2023, an additional Working Capital Adjustment of $ 5.0 million was accrued due to the Seller.

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The final determination of the Short-term Lease Payment was completed in April 2024.

The Short - term Lease Payment was recorded at its present value resulting

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in a discount of $ 8.4 million.

The Short - term Lease Payment was recorded at its present value resulting in a discount of $ 8.4 million.

The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors.

1 unchanged sentence

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 of $ 0.7 million and $ 1.9 million for the years ended December 31, 2024 and 2023, respectively.

Including the cumulative impact of these adjustments, the amortization of the discount resulted in interest income of $ 1.8 million, $ 0.7 million and $ 1.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Severance reimbursements

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(now Cogent Communications, LLC), and T-Mobile USA, Inc., a Delaware corporation and direct subsidiary of T-Mobile (“TMUSA”), entered into an agreement for IP transit services (“IP Transit Services Agreement”), pursuant to which TMUSA will pay an affiliate of the Company an aggregate of $ 700.0 million, consisting of (i) $ 350.0 million in equal monthly installments of $ 29.2 million per month during the first year after the Closing Date and (ii) $ 350.0 million in equal monthly installments of $ 8.3 million per month over the subsequent 42 months.

Under the IP Transit Services Agreement., TMUSA paid the Company $ 204.2 million and $ 204.2 million during the years ended December 31, 2024 and 2023, respectively.

Under the IP Transit Services Agreement., TMUSA paid the Company $ 100.0 million, $ 204.2 million and $ 204.2 million during the years ended December 31, 2025, 2024 and 2023, respectively.

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

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The determination of the discount rate requires some judgment.

The amortization of the discount resulted in interest income of $ 23.8 million and $ 26.8 million for the years ended December 31, 2024 and 2023, respectively.

The amortization of the discount resulted in interest income of $ 16.4 million, $ 23.8 million and $ 26.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Transition Services Agreement

On the Closing Date, the Buyer entered into a transition services agreement (the “TSA”) with the Seller, pursuant to which the Seller provides to the Buyer, and the Buyer provides to the Seller on an interim basis following the Closing Date, certain specified services (the “Transition Services”) to ensure an orderly transition following the separation of the Sprint Business from Sprint Communications.

The services provided by the Seller to the Buyer include, among others, information technology support, back office and finance, real estate and facilities, vendor and supply chain management, including the payment and processing of vendor invoices for the Company and human resources services.

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 services provided by the Seller to the Buyer included, among others, information technology support, back office and finance, real estate and facilities, vendor and supply chain management, including the payment and processing of vendor invoices for the Company and human resources services.

The services provided by the Buyer to the Seller included, 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.

The fees for the Transition Services were 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 Sprint Business by T-Mobile are reimbursed at cost.

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.

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The TSA provides for customary indemnification and limits on liability.

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

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

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

During the years ended December 31, 2024 and 2023, the Company was billed $ 27.2 million and $ 284.1 million as due to the Seller under the TSA, respectively.

During the years ended December 31, 2024 and 2023, the Company paid $ 93.8 million and $ 217.2 million to the Seller under the TSA, respectively.

During the years ended December 31, 2024 and 2023, the Company billed the Seller $ 1.1 million and $ 6.2 million as due from the Seller under the TSA, respectively.

During the years ended December 31, 2024 and 2023, the Seller paid the Company $ 1.3 million and $ 6.0 million under the TSA, respectively.

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.

Amounts billed under the TSA are 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 years ended December 31, 2025, 2024 and 2023, the Company was billed $ 0.4 million, $ 27.2 million and $ 284.1 million as due to the Seller under the TSA, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Company paid $ 1.0 million, $ 93.8 million and $ 217.2 million to the Seller under the TSA, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Company billed the Seller $ 0.2 million, $ 1.1 million and $ 6.2 million as due from the Seller under the TSA, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Seller paid the Company $ 0.2 million, $ 1.3 million and $ 6.0 million under the TSA, respectively.

As of December 31, 2025, the Company owed the Seller and the Seller owed the Company immaterial amounts 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.

1 unchanged sentence

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.

Under the Commercial Agreement, the Company recorded revenue of $ 14.7 million and $ 23.9 million during the years ended December 31, 2024 and 2023, respectively.

Under the Commercial Agreement, the Company recorded revenue of $ 2.6 million, $ 14.7 million and $ 23.9 million during the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, and 2024, TMUSA owed $ 1.0 million and $ 2.6 million, respectively, to the Company under the Commercial Agreement.

These amounts are recorded in accounts receivable.

These amounts are included in accounts receivable.

Acquisition-Related Costs

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 $ 9.1 million, $ 2.3 million and $ 2.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Acquisition - related costs (not including severance costs) were $ 9.1 million and $ 2.3 million for the years ended December 31, 2024 and 2023, respectively.

There were no acquisition costs in the year ended December 31, 2025.

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Consideration

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

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During the third quarter of 2023, the Company recorded a measurement period adjustment to reclassify $ 24.9 million from right-of-use leased assets (net of related unfavorable lease liability amount) to finance lease assets (presented within property and equipment) and a measurement period adjustment to reclassify $ 160.9 million from operating lease liabilities to a finance lease liability.

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During the fourth quarter of 2023, the Company recorded the following measurement period adjustments resulting in an increase to the gain on bargain purchase of $ 254.0 million.

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● A reduction to the Short-term Lease Receivable of $ 24.2 million ( $ 17.0 million net of discount),

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● Additional reimbursed severance costs of $ 4.3 million,

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● An adjustment to net deferred income tax liabilities of $ 19.7 million.

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The following table summarizes the fair values for each major class of assets acquired and liabilities assumed at the Closing Date.

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Right-of-use leased assets

IPv4 intangible assets

IPv4 intangible asset

Other intangible assets

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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 was 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;

however, management valued these assets using factors that represent an orderly liquidation value, to approximate the highest and best use of assets acquired in a distressed business.

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The estimated fair value of the optical fiber on the Closing Date was $ 369.2 million.

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The Company also evaluated the leases for unfavorable terms and recorded an adjustment for unfavorable market terms of $ 157.2 million that was valued using the income approach.

4 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 $ 1.8 million and $ 1.3 million for the years ended December 31, 2024 and 2023, respectively.

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

Amortization expense was $ 1.8 million, $ 1.8 million and $ 1.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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

The fair value measurement of the IPv4 addresses was based on recent auction prices and a factor to incorporate the uncertainty for how the market for IPv4 addresses will function in the future.

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The Company evaluates the IPv4 address asset for impairment on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.

In performing the impairment assessment, the Company may first evaluate qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount.

Upon consideration of relevant factors, the Company concluded that it was not more-likely-than-not that impairment was present, and therefore, a quantitative impairment assessment was not required.

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Consequently, the Company reassessed the recognition and measurement of identifiable assets acquired and liabilities assumed in accordance with ASC 805-30-25-4 and concluded that all acquired assets and assumed liabilities were recognized and that the valuation procedures and resulting measures were appropriate.

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Pro Forma Information

The following unaudited pro forma financial information gives effect to the Transaction as if it had been completed on January 1, 2022.

The pro forma adjustments are based on historically reported transactions by the respective companies.

The pro forma results do not include anticipated synergies or other expected benefits of the acquisition.

The pro forma results for the year ended December 31, 2023 include the historical results of the Sprint Business through April 30, 2023 and the combined results of the Company and the Sprint Business for the eight months ended December 31, 2023.

The unaudited pro forma information is based upon available information and certain assumptions that the Company believes are reasonable under the circumstances.

Actual results may differ materially from the assumptions within the accompanying unaudited pro forma financial information.

The selected unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations would have been had the Transaction actually occurred on January 1, 2022, nor do they purport to project the future consolidated results of operations.

(In thousands) (unaudited)

December 31, 2023

December 31, 2022

Service revenue

Operating loss from continuing operations

The pro forma results for the year ended December 31, 2022 include;

● The gain on bargain purchase related to the Transaction of $ 1.4 billion,

● Interest income from the amortization of the discount recorded under the IP Transit Services Agreement of $ 36.2 million,

● A net increase to historical depreciation expense based on the fair value of property and equipment and the impact of the finance lease adjustment of $ 58.0 million,

● Amortization expense related to the customer relationship intangible assets of $ 1.8 million,

● The elimination of amounts charged from the parent company to the Sprint Business as autonomous entity expense adjustments of $ 45.7 million,

● Amortization of unfavorable lease liabilities of $ 5.6 million,

● A reduction to network operations expense of $ 50.4 million and an increase to interest expense of $ 10.9 million from the impact of the finance lease adjustment, and

● The impact to income tax expense from the pro-forma and autonomous entity adjustments of $ 17.2 million.

The historical results of the Sprint Business for the year ended December 31, 2022 include a loss on impairment of $ 477.3 million and a gain on the sale of IP addresses of $ 120.8 million.

The pro forma results for the year ended December 31, 2023 include:

● The gain on bargain purchase related to the Transaction of $ 1.4 billion,

● Interest income from the amortization of the discount recorded under the IP Transit Services Agreement of $ 14.7 million,

● A net increase to historical depreciation expense based on the fair value of property and equipment and the impact of the finance lease adjustment of $ 29.5 million,

● Amortization expense related to the customer relationship intangible assets of $ 0.6 million,

● Amortization of unfavorable lease liabilities of $ 1.0 million,

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● A reduction to network operations expense of $ 16.8 million and an increase to interest expense of $ 3.9 million from the impact of the finance lease adjustment, and

● The impact to income tax expense from the pro-forma adjustments of $ 2.6 million.

Significant Accounting Policies

6 unchanged sentences

Actual results may differ from these estimates.

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Allowance for credit losses

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The Company is a lessor for leases of owned dark fiber acquired in connection with the Transaction, that have contract terms that are accounted for as operating leases.

These transactions are generally structured as indefeasible - right - of use agreements (“IRUs”),

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that are the exclusive right to use specified fibers for a specified term, typically 20 - 25 years .

These transactions are generally structured as indefeasible - right - of use agreements (“IRUs”), that are the exclusive right to use specified fibers for a specified term, typically 20 - 25 years .

Cash consideration received on transfers of dark fiber, including upfront installation fees, is recognized on a straight - line basis to service revenue over the term of the agreement.

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

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

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In February 2016, the FASB issued ASU No.

31 unchanged sentences

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

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Operating leases

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Certain of the Company’s leases include options to extend or terminate the lease.

The Company establishes the number of renewal option periods used in determining the

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operating lease term based upon its assessment at the inception of the operating lease of the number of option periods for which failure to renew the lease imposes a penalty in such amount that renewal appears to be reasonably certain.

The Company establishes the number of renewal option periods used in determining the operating lease term based upon its assessment at the inception of the operating lease of the number of option periods for which failure to renew the lease imposes a penalty in such amount that renewal appears to be reasonably certain.

The option to renew may be automatic, at the option of the Company or mutually agreed to between the landlord, dark fiber provider or the right-of-way provider and the Company.

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IRU finance lease termination – discount and gain on lease termination

In June 2024, the Company elected to exercise a contractual option to prepay in full at a 12.0 % discounted rate an IRU finance lease agreement (the “IRU Lease”) for $ 114.6 million acquired with the Sprint Business.

At the payment date, the present value of the IRU finance lease liability was $ 117.9 million and the remaining 31 monthly principal payments of $ 4.2 million each totaled $ 130.2 million.

1 unchanged sentence

The Company is continuing to use the related IRU asset.

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Revenue recognition

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The Company has adopted the practical expedient related to certain performance obligation disclosures since it has a right to consideration from its customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date.

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To achieve this core principle, the Company follows the following five steps:

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Service revenue recognized from amounts in deferred revenue (contract liabilities) at the beginning of the period during the years ended December 31, 2025, 2024 and 2023 was $ 5.8 million, $ 6.5 million and $ 4.9 million, respectively.

Amortization expense for contract costs for the years ended December 31, 2024, 2023 and 2022 was $ 20.6 million, $ 19.3 million and $ 19.4 million, respectively and are included within selling, general, and administrative expenses on the consolidated statements of comprehensive income.

Amortization expense for contract costs for the years ended December 31, 2025, 2024 and 2023 was $ 23.2 million, $ 20.6 million and $ 19.3 million, respectively and are included within selling, general, and administrative expenses on the consolidated statements of comprehensive (loss) income.

Gross receipts taxes, universal service fund and other surcharges

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Excise taxes and surcharges billed to customers and recorded on a gross basis (as service revenue and network operations expense) were $ 79.2 million, $ 80.4 million, and $ 50.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Network operations

Network operations expenses include the costs of personnel and related operating expenses associated with service delivery, network management, and customer support, network facilities costs, fiber and equipment maintenance fees, leased circuit costs, access fees paid to building owners and certain excise taxes and surcharges recorded on a gross basis.

Network operations expenses include the costs of personnel and related operating expenses associated with service delivery, network management, and customer support, network facilities costs, fiber and equipment maintenance fees, leased circuit costs, right-of-way fees, access fees paid to building owners and certain excise taxes and surcharges recorded on a gross basis.

The Company estimates its accruals for any disputed leased circuit obligations based upon the nature and age of the dispute.

7 unchanged sentences

The Company considers the majority of its investments in its foreign subsidiaries to be long-term in nature.

The Company’s foreign exchange transaction gains (losses) are included within interest income and other on the consolidated statements of comprehensive income.

The Company’s foreign exchange transaction gains (losses) are included within interest income and other on the consolidated statements of comprehensive (loss) income.

Financial instruments

1 unchanged sentence

The Company determines the appropriate classification of its investments at the time of purchase and evaluates such designation at each balance sheet date.

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At December 31, 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.

1 unchanged sentence

Based upon recent trading prices (Level 2 market approach) at December 31, 2025,

● The fair value of the Company’s $ 600.0 million aggregate principal amount of 6.50 % Senior Secured Notes due 2032 (the “2032 Notes”) was $ 553.5 million,

● 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 $ 445.5 million,

● The fair value of the Company’s $ 300.0 million aggregate principal amount of 7.00 % Senior Unsecured Notes due 2027 (the “2027 Mirror Notes”) was $ 297.0 million,

● The fair value of the Company’s $ 500.0 million aggregate principal amount of 3.50 % Senior Secured Notes due 2026 (the “2026 Notes”) was $ 482.5 million,

● The fair value of the Company’s $ 380.4 million aggregate principal amount of secured IPv4 notes (the “IPv4 Notes”) was $ 390.7 million, and

2 unchanged sentences

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 4 and was $ 4.1 million as of December 31, 2025 and $ 22.3 million at December 31, 2024.

Additional restricted cash related to the IPv4 Notes, as discussed in Note 4, was $ 7.1 million as of December 31, 2024.

Additional restricted cash related to the IPv4 Notes, as discussed in Note 4, was $ 52.5 million as of December 31, 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 Note Indenture, as defined below.

The Company does not use derivative financial instruments for trading purposes.

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Concentrations of credit risk

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Receivables from the Company’s net-centric (wholesale) customers are generally subject to a higher degree of credit risk than the Company’s corporate and enterprise customers.

The Company relies upon a limited number of equipment vendors for the majority of its network equipment and is also dependent upon many third-party fiber providers for providing its services to its customers.

The Company relies upon a limited number of equipment vendors for the majority of its network equipment and is also dependent upon many third-party fiber and right-of-way providers for providing its services to its customers.

Property and equipment

6 unchanged sentences

Expenditures for maintenance and repairs are expensed as incurred.

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Depreciation and amortization periods are as follows:

15 unchanged sentences

In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis.

This review indicated that the actual lives of owned fiber acquired as part of the acquisition of the Sprint Business were longer than the estimated useful lives used for depreciation purposes in the Company’s financial statements.

This review indicated that the actual lives of owned fiber acquired as part of the acquisition of the Cogent Fiber Business were longer than the estimated useful lives used for depreciation purposes in the Company’s financial statements.

As a result, effective July 1, 2024, the Company changed its estimates of the useful lives of its owned fiber to better reflect the estimated periods during which these assets will remain in service.

1 unchanged sentence

The effect of this change in estimate on the year ended December 31, 2024 was to reduce depreciation expense by $ 8.7 million, increase net income by $ 6.5 million, and increase basic and diluted earnings per share by $ 0.14 .

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Long-lived assets

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Deferred income tax expenses or benefits are based upon the changes in the assets or liability from period to period.

The Company accounts for U.S.

tax on Global Intangible Low-Taxed Income in the period incurred.

At each balance sheet date, the Company assesses the likelihood that it will be able to realize its deferred tax assets.

4 unchanged sentences

Once it is determined that a position meets this recognition threshold, the position is measured to determine the amount of benefit to be recognized in the financial statements.

The Company adjusts its estimated liabilities for uncertain tax positions

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periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations.

The Company adjusts its estimated liabilities for uncertain tax positions periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of its income tax expense.

3 unchanged sentences

Shares of restricted stock are included in the computation of basic EPS as they vest and are included in diluted EPS, to the extent they are dilutive, determined using the treasury stock method.

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

22 unchanged sentences

Depreciation and amortization expense related to property and equipment and finance leases was $ 268.4 million, $ 296.2 million and $ 229.9 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

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The Company capitalizes the compensation cost of employees directly involved with its construction activities.

1 unchanged sentence

These amounts are included in system infrastructure costs.

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Accrued and other liabilities and prepaid expenses and other current assets:

9 unchanged sentences

Long-term debt:

As of December 31, 2024, the Company had outstanding $ 300.0 million aggregate principal amount of 2027 Mirror Notes, $ 450.0 million aggregate principal amount of 2027 Notes, $ 500.0 million aggregate principal amount of 2026 Notes and $ 206.0 million aggregate principal amount of IPv4 Notes.

The IPv4 Notes were issued in May 2024 and bear interest at a rate of 7.924 %, with an anticipated term ending in May 2029 (such anticipated repayment date, the “ARD”).

As of December 31, 2025, the Company had the following long-term debt obligations outstanding;

● $ 600.0 million aggregate principal amount of 2032 Notes,

● $ 300.0 million aggregate principal amount of 2027 Mirror Notes,

● $ 450.0 million aggregate principal amount of 2027 Notes,

● $ 206.0 million aggregate principal amount of secured IPv4 notes issued in May 2024 (the “Existing IPv4 Notes”) and

● $ 174.4 million aggregate principal amount of secured IPv4 notes issued in April 2025 (the “New IPv4 Notes” and, together with the Existing IPv4 Notes, the “IPv4 Notes”).

o The 2032 Notes were issued in June 2025, are due on July 1, 2032, and bear interest at a rate of 6.50 % per year.

◾ Interest on the 2032 Notes is paid semi-annually on January 1 and July 1 of each year beginning on January 1, 2026.

◾ 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 “2026 Notes”), that were due on May 1, 2026, and bore interest at a rate of 3.50 % per year.

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”).

o The New IPv4 Notes were issued for an aggregate principal amount of $ 174.4 million and bear interest at a rate of 6.646 % , with an ARD of April 2030.

◾ Interest on the IPv4 Notes is paid monthly.

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.

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.

The 2026 Notes were issued in May 2021, are due on May 1, 2026, and bear interest at a rate of 3.50 % per year.

Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year.

In June 2022, the Company redeemed and extinguished its € 350.0 million aggregate principal amount of Senior Unsecured Euro Notes due 2024 (the “2024 Notes”).

The 2024 Notes were due on June 30, 2024 and bore interest at a rate of 4.375 % per year.

Interest on the 2024 Notes was paid semi-annually on June 30 and December 30 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.

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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.

◾ 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 2026 Notes

On June 17, 2025 (the “2032 Notes Closing Date”), Group and Cogent Finance, Inc.

(the “Co-Issuer” and, together with Group, the “Issuers”), two wholly owned subsidiaries of the Company, completed an offering of $ 600.0 million aggregate principal amount of 2032 Notes for issuance in a private placement not registered under the U.S.

Securities Act of 1933, as amended (the “Securities Act”).

The 2032 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act and to certain non-U.S.

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

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

On June 4, 2025, the Issuers issued a notice of conditional full redemption to holders of all of the then-outstanding 2026 Notes, specifying the 2032 Notes Closing Date as the redemption date.

On the 2032 Notes Closing Date, Group used $ 507.3 million of the net proceeds from the offering to redeem in full, and satisfy and discharge the Issuers’ obligations under, the 2026 Notes.

The obligations under the 2026 Notes included the $ 500.0 million principal amount, a $ 5.0 million make-whole payment and $ 2.2 million of accrued interest.

As a result of the redemption of the 2026 Notes, the Company incurred a loss on debt extinguishment and redemption of $ 5.6 million.

Group expects to use the remainder of the net proceeds for general corporate purposes and/or to make special or recurring dividends to the Company.

The 2032 Notes were issued pursuant to, and are governed by, an indenture, dated June 17, 2025 (the “2032 Notes Indenture”), among the Issuers, the Company, the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent.

The 2032 Notes are jointly and severally guaranteed (the “2032 Notes Subsidiary Guarantees”) on a senior secured basis by each of Group’s existing and future material domestic subsidiaries (other than the Co-Issuer), subject to certain exceptions (collectively, the “2032 Notes Subsidiary Guarantors”).

In addition, the 2032 Notes are guaranteed (together with the 2032 Notes Subsidiary Guarantees, the “Guarantees”) on a senior unsecured basis by the Company (together with the 2032 Notes Subsidiary Guarantors, the “Guarantors”).

However, the Company is not subject to the covenants under the 2032 Notes Indenture.

Under certain circumstances, the 2032 Notes Guarantors may be released from these 2032 Notes Guarantees without the consent of the holders of the 2032 Notes.

The 2032 Notes and the 2032 Notes Subsidiary Guarantees are the Issuers’ and the 2032 Notes Subsidiary Guarantors’ senior secured obligations, secured by a first-priority lien on substantially all of the Issuers’ and the 2032 Notes Subsidiary Guarantors’ assets, subject to certain exceptions, exclusions, limitations and permitted liens.

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.

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).

The Company’s guarantee is its senior unsecured obligation and is effectively subordinated to the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness.

Without giving effect to collateral arrangements, the Company’s guarantee ranks pari passu in right of payment with all of the Company’s existing and future senior indebtedness, including its guarantee of the Existing Unsecured 2027 Notes, and contractually senior in right of payment to all of the Company’s future subordinated indebtedness.

The Company’s guarantee is structurally subordinated to any existing and future indebtedness and other liabilities of the Company’s subsidiaries that are neither the Issuers nor a 2032 Notes Subsidiary Guarantor, including the secured IPv4 Notes.

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The 2032 Notes bear interest at a rate of 6.50 % per annum.

Interest began to accrue on the 2032 Notes on June 17, 2025 and will be paid semi-annually in arrears on January 1 and July 1 of each year, commencing January 1, 2026, to the persons who are registered holders of the 2032 Notes at the close of business on the December 15 or June 15 immediately preceding the applicable interest payment date.

Unless earlier redeemed or repurchased, the 2032 Notes will mature on July 1, 2032.

The Issuers may redeem some or all of the 2032 Notes at any time prior to July 1, 2028 at a price equal to 100 % of the principal amount of the 2032 Notes, plus a “make-whole” premium as set forth in the 2032 Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Issuers may also redeem up to 40 % of the principal amount of the 2032 Notes using proceeds of certain equity offerings completed prior to July 1, 2028 at a redemption price equal to 106.500 %, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to certain exceptions.

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.

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.

Additionally, if Group or any of its restricted subsidiaries sells assets and does not apply the proceeds from such sale in a certain manner or certain other events have not occurred, under certain circumstances, the Issuers will be required to use the net proceeds to make an offer to purchase the 2032 Notes at an offer price in cash equal to 100.0 % of the principal amount of the 2032 Notes, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

In connection with any offer to purchase all or any of the 2032 Notes (including a change of control offer, asset sale, offer or any tender offer), if holders of not less than 90.0 % of the aggregate principal amount of the outstanding 2032 Notes validly tender their 2032 Notes, the Issuers or a third party are entitled to redeem any remaining 2032 Notes at the price paid to each holder.

The 2032 Notes Indenture includes covenants that restrict Group and its restricted subsidiaries’ (including the Co-Issuer’s) ability to, among other things:

● incur indebtedness;

● issue certain preferred stock or similar equity securities;

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

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

● create liens;

● 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;

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

● enter into transactions with affiliates.

However, the covenants provide for certain exceptions to these restrictions, and neither the Company nor any subsidiary of the Company that is not Group or a subsidiary of Group is subject to the covenants under the 2032 Notes Indenture.

Certain covenants will cease to apply to the 2032 Notes if, and for so long as, the 2032 Notes have investment grade ratings from any two of Moody’s Investors Service, Inc., Fitch Ratings, Inc.

and S&P Global Ratings and so long as no default or event of default under the 2032 Notes Indenture has occurred and is continuing.

Upon suspension of the covenants, the 2032 Notes Guarantees and the related liens on the collateral, as applicable, will be released until such time as the covenants are no longer suspended.

The principal amount of the 2032 Notes would become immediately due and payable upon the occurrence of certain bankruptcy or insolvency events involving Group, the Co-Issuer or certain of Group’s subsidiaries, and may be declared immediately due and

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payable by the trustee or the holders of at least 25.0 % of the aggregate principal amount of the then-outstanding 2032 Notes upon the occurrence of certain events of default under the Indenture.

Events of default include the following with respect to the Issuers and Group’s significant subsidiaries:

(i) failure to pay principal, premium or interest at required times;

(ii) failure to comply with any other agreements in the Indenture;

(iii) default on certain material indebtedness that is caused by a failure to make a payment within any applicable grace period when due at maturity or results in the acceleration of such indebtedness prior to its express maturity;

(iv) failure to pay certain material judgments;

(v) a Guarantee being held unenforceable or invalid or ceasing for any reason to be in full force and effect or a Guarantor denying or disaffirming its obligations under its Guarantee;

(vi) certain events of bankruptcy or insolvency;

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.

Issuance of $ 174.4 million principal amount of New IPv4 Notes

On April 11, 2025 (the “New IPv4 Notes Closing Date”), Cogent IPv4 LLC (the “IPv4 Issuer”), a special-purpose, bankruptcy remote, indirect wholly owned subsidiary of the Company, issued $ 174.4 million aggregate principal amount of 6.646 % secured IPv4 address revenue notes, Series 2025-1 Class A-2 (collectively, the “New IPv4 Notes”), with an anticipated repayment date in April 2030, in an offering exempt from registration under the Securities Act.

The net proceeds of the New IPv4 Notes, after offering expenses, were $ 170.5 million.

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

During the year ended December 31, 2025 the restriction on $ 26.9 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.

Under the Terms of the IPv4 Notes Indenture, the Company has until October 2026 to satisfy the performance metrics and unlock the remaining restricted funds.

If there are any remaining restricted funds at that time, they will be used to pay principal on the New IPv4 Notes.

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).

The IPv4 Base Indenture allows the IPv4 Issuer to issue additional series of notes subject to certain conditions set forth therein, and the IPv4 Base Indenture, together with the Series 2024-1 Supplement thereto (as defined below) and the Series 2025-1 Supplement, and any other series supplements to the IPv4 Base Indenture, is referred to as the “IPv4 Notes Indenture.” Under the IPv4 Notes Indenture, interest is paid on a monthly basis.

From and after the monthly payment date in April of 2030, principal payments will also be required to be made on the New IPv4 Notes on a monthly basis.

No principal payments will be due on the New IPv4 Notes prior to the monthly payment date in April of 2030, unless certain rapid amortization, mandatory prepayment or acceleration events occur.

The legal final maturity date of the New IPv4 Notes is in April of 2055 .

If the IPv4 Issuer has not repaid or refinanced any New IPv4 Notes prior to the monthly payment date in April of 2030, additional interest will accrue thereon in an amount equal to the greater of (i) 5.0 % per annum and (ii) the excess amount, if any, by which the sum of the following exceeds the interest rate for such New IPv4 Notes:

(A) the yield to maturity (adjusted to a “mortgage-equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the monthly payment date in April of 2030 of the United States Treasury Security having a remaining term closest to 10 years;

plus (B) 5.0 %;

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

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”).

Accordingly, on the New IPv4 Notes Closing Date, prior to the issuance of the New IPv4 Notes, the IPv4 Issuer entered into a second amendment to the IPv4 Base Indenture (the “Second Amendment”) with the IPv4 Trustee giving effect to the Amendments.

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Issuance of $ 206.0 million principal amount of Existing IPv4 Notes

On May 2, 2024, the IPv4 Issuer issued $ 206.0 million aggregate principal amount of 7.924 % IPv4 Notes (the “Existing IPv4 Notes”), with an anticipated repayment date in May 2029 in an offering exempt from registration under the Securities Act.

The net proceeds from the offering, after debt offering costs, were $ 198.4 million.

The Existing IPv4 Notes were issued pursuant to an indenture, dated as of May 2, 2024 (the “IPv4 Base Indenture”), as supplemented by the Series 2024-1 Supplement thereto, dated as of May 2, 2024 (the “Series 2024-1 Supplement”), in each case entered into by and between the IPv4 Issuer and Wilmington Trust, National Association, as the trustee for the IPv4 Notes (the “IPv4 Trustee”).

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 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.

From and after the monthly payment date in May of 2029, principal payments will also be required to be made on the Existing IPv4 Notes on a monthly basis.

No principal payments will be due on the Existing IPv4 Notes prior to the monthly payment date in May of 2029, unless certain rapid amortization, mandatory prepayment or acceleration events occur.

The legal final maturity date of the Existing IPv4 Notes is in May of 2054 .

If the IPv4 Issuer has not repaid or refinanced the Existing IPv4 Notes prior to the monthly payment date in May of 2029, additional interest will accrue thereon in an amount equal to the greater of (i) 5.0 % per annum and (ii) the excess amount, if any, by which the sum of the following exceeds the interest rate for such Existing IPv4 Note:

(A) the yield to maturity (adjusted to a “mortgage-equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the monthly payment date in May of 2029 of the United States Treasury Security having a remaining term closest to 10 years;

plus (B) 5.0 %;

plus (C) the post-anticipated repayment date note spread of 3.400 % applicable to such Existing IPv4 Note.

IPv4 Notes collateral, guaranty, covenants and restrictions

The IPv4 Notes are obligations only of the IPv4 Issuer pursuant to the indenture (the “IPv4 Notes Indenture”), and are secured by a security interest in substantially all of the IPv4 Address Assets pursuant to the IPv4 Notes Indenture.

The IPv4 Notes are guaranteed by Cogent IPv4 Holdco LLC, a special-purpose entity and an indirect wholly owned subsidiary of the Company, as the guarantor (in such capacity, the “IPv4 Guarantor”), pursuant to a guaranty, dated as of May 2, 2024 (the “Guaranty”) by the IPv4 Guarantor in favor of the IPv4 Trustee pursuant to which the IPv4 Guarantor has granted a security interest in the equity interests of the IPv4 Issuer as collateral security for its obligations under the Guaranty.

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.

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

These covenants and restrictions include (i) that the IPv4 Issuer maintains a liquidity reserve account to be used to make required payments in respect of the IPv4 Notes with such funds considered restricted cash, (ii) provisions relating to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the IPv4 Notes prior to the monthly payment date in May of 2028, (iii) certain indemnification payments in the event, among other things, that the transfers of the assets pledged as collateral for the IPv4 Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters.

As provided in the IPv4 Base Indenture, the IPv4 Notes are also subject to rapid amortization in the event of a failure to maintain a stated debt service coverage ratio as defined in the IPv4 Notes Indenture.

A rapid amortization may be cured if the debt service coverage ratio exceeds a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume.

In addition, if certain utilization thresholds are not met (i.e., the proportion of IP addresses which are leased to the total number of IP addresses owned by the IPv4 Issuer falls below certain thresholds), the IPv4 Issuer will be required to apply collections to the repayment of the IPv4 Notes and in certain circumstances, the noteholders will have the ability to direct a sale of the IP Address Assets, in whole or in part, pursuant to the terms set forth in the IPv4 Notes Indenture.

The IPv4 Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the IPv4 Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.

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IPv4 Notes Manager

Cogent Communications, LLC (in such capacity, the “Manager”) performs certain monthly services related to the IPv4 Address Assets and the $ 380.4 million of IPv4 Notes including billing customers, collecting amounts paid by customers, forwarding payments to the IPv4 Trustee related to the IPv4 Address Assets and other administrative services.

Amounts received by the IPv4 Issuer in respect of collections on the IPv4 Address Assets are reconciled on a monthly basis, and the IPv4 Issuer pays the monthly interest on the IPv4 Notes and other expenses from the accumulated customer payments on the IPv4 Address Assets.

Amounts received by the IPv4 Issuer as collections on IPv4 Address Assets before the monthly reconciliation is completed are held in a segregated account by the IPv4 Trustee as collateral for the IPv4 Notes.

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, any residual cash is paid to the Company and becomes unrestricted.

Issuance of $ 300.0 Million Principal Amount of 2027 Mirror Notes

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however, the 2027 Mirror Notes are not fungible (from a trading or tax perspective) with the 2027 Notes and are a separate series of notes from the 2027 Notes.

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The 2027 Mirror Notes were issued at a price equal to 98.50 % of their face value.

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Group used $ 114.6 million of the net proceeds from the offering to exercise a contractual option to prepay in full the IRU Lease noted above, at a discount.

Group expects to use the remainder of the net proceeds for general corporate purposes and/or to make special or recurring dividends to the Company.

Interest on the 2027 Mirror Notes accrues at 7.00 % and is paid semi-annually in arrears on June 15 and December 15 of each year.

Holdings provided a guarantee of the 2027 Mirror Notes, but Holdings is not subject to the covenants under the indenture.

The 2027 Mirror Notes were issued pursuant to, and are governed by, an indenture, dated June 11, 2024 (the “2027 Mirror Notes Indenture”), among the Issuers, the Company, the other guarantors named therein and Wilmington Trust, National Association, as trustee (the “2027 Notes Trustee”).

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Additionally, if Group or any of its restricted subsidiaries sells assets and does not apply the proceeds from such sale in a certain manner or certain other events have not occurred, under certain circumstances, the Issuers will be required to use the net proceeds to make an offer to purchase the 2027 Mirror Notes at an offer price in cash equal to 100 % of the principal amount of the 2027 Mirror Notes, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

In connection with any offer to purchase all or any of the 2027 Mirror Notes (including a change of control offer, asset sale offer or any tender offer), if holders of no less than 90 % of the aggregate principal amount of the outstanding 2027 Mirror Notes validly tender their 2027 Mirror Notes, the Issuers or a third party are entitled to redeem any remaining 2027 Mirror Notes at the price paid to each holder.

In connection with any offer to purchase all or any of the 2027 Mirror Notes (including a change of control offer,

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asset sale, offer or any tender offer), if holders of no less than 90 % of the aggregate principal amount of the outstanding 2027 Mirror Notes validly tender their 2027 Mirror Notes, the Issuers or a third party are entitled to redeem any remaining 2027 Mirror Notes at the price paid to each holder.

The 2027 Mirror Notes Indenture includes covenants that restrict Group and its restricted subsidiaries’ (including the Co-Issuer’s) ability to, among other things;

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(iv) failure to pay certain material judgments;

(v) a Guarantee being

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held unenforceable or invalid or ceasing for any reason to be in full force and effect or a Guarantor denying or disaffirming its obligations under its Guarantee;

(v) a Guarantee being held unenforceable or invalid or ceasing for any reason to be in full force and effect or a Guarantor denying or disaffirming its obligations under its Guarantee;

and (vi) certain events of bankruptcy or insolvency.

Issuance of $ 206.0 Million Principal Amount of IPv4 Notes

On May 2, 2024, Cogent IPv4 LLC (the “IPv4 Issuer”), a special-purpose, bankruptcy remote, indirect wholly owned subsidiary of the Company, issued $ 206.0 million principal amount of its IPv4 Notes in an offering exempt from registration under the Securities Act.

The net proceeds from the offering, after debt offering costs, were $ 198.4 million and are expected to be used for general corporate purposes.

The IPv4 Notes were issued pursuant to an indenture, dated as of May 2, 2024 (the “IPv4 Base Indenture”), as supplemented by the Series 2024-1 Supplement thereto, dated as of May 2, 2024 (the “Series 2024-1 Supplement”), in each case entered into by and between the IPv4 Issuer and Wilmington Trust, National Association, as the trustee for the IPv4 Notes (the “IPv4 Trustee”).

The IPv4 Base Indenture allows the IPv4 Issuer to issue additional series of notes subject to certain conditions set forth therein, and the IPv4 Base Indenture, together with the Series 2024-1 Supplement, and any other series supplements to the IPv4 Base Indenture, is referred to herein as the “IPv4 Indenture.”

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

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

From and after the ARD, principal payments will also be required to be made on the IPv4 Notes on a monthly basis.

No principal payments will be due on the IPv4 Notes prior to the ARD, unless certain rapid amortization or acceleration triggers are activated.

Cogent Communications LLC (in such capacity, the “Manager”) performs certain monthly services related to the IPv4 Address Assets and IPv4 Notes including billing customers, collecting amounts paid by customers, forwarding payments to the IPv4 Trustee related to the IPv4 Address Assets and other administrative services.

Amounts paid by the Manager to the IPv4 Trustee are reconciled on a monthly basis and the IPv4 Trustee pays the monthly interest on the IPv4 Notes and other expenses from the accumulated customer payments on the IPv4 Address Assets.

Amounts held by the IPv4 Trustee before the monthly reconciliation is completed are considered restricted cash.

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

The legal final maturity date of the IPv4 Notes is in May of 2054 .

If the IPv4 Issuer has not repaid or refinanced the IPv4 Notes prior to the monthly payment date in May of 2029, additional interest will accrue thereon in an amount equal to the greater of (i) 5.0 % per annum and (ii) the excess amount, if any, by which the sum of the following exceeds the interest rate for such IPv4 Note:

(A) the yield to maturity (adjusted to a “mortgage-equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the ARD for such IPv4 Note of the United States Treasury Security having a remaining term closest to 10 years;

plus (B) 5.0 %;

plus (C) the post-ARD note spread of 3.400 % applicable to such IPv4 Note.

The IPv4 Notes are obligations only of the IPv4 Issuer pursuant to the indenture (the IPv4 Indenture”), and are secured by a security interest in substantially all of the IPv4 Address Assets pursuant to the IPv4 Indenture.

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

(ii) provisions relating to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the IPv4 Notes prior to the monthly payment date in May of 2028;

(iii) certain indemnification payments in the event, among other things, that the transfers of the assets pledged as collateral for the IPv4 Notes are in stated ways defective or ineffective;

and (iv) covenants relating to recordkeeping, access to information and similar matters.

A rapid amortization may be cured

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if the debt service coverage ratio exceeds a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume.

In addition, if certain utilization thresholds are not met (i.e., the proportion of IP addresses which are leased to the total number of IP addresses owned by the IPv4 Issuer falls below certain thresholds), the IPv4 Issuer will be required to apply collections to the repayment of the IPv4 Notes, and in certain circumstances, the noteholders will have the ability to direct a sale of the IP Address Assets, in whole or in part, pursuant to the terms set forth in the IPv4 Indenture.

Issuance of the 2027 Notes and Redemption of 2024 Notes

Issuance of the 2027 Notes

On June 22, 2022 (the “2027 Notes Closing Date”), Group completed its offering of $ 450.0 million aggregate principal amount of its 2027 Notes for issuance in a private placement not registered under the Securities Act of 1933, as amended (the “Securities Act”).

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The net proceeds from the 2027 Notes offering were $ 446.0 million after deducting the $ 2.7 million discount and $ 1.3 million of offering expenses.

The Company used a portion of the net proceeds from the 2027 Notes offering to redeem its 2024 Notes.

The Company expects to use the remaining net proceeds from the 2027 Notes offering for general corporate purposes, and/or to repurchase the Company’s common stock or for special or recurring dividends to the Company’s stockholders.

In connection with full redemption of its 2024 Notes, Group issued a conditional notice of full redemption to holders of the 2024 Notes, specifying June 30, 2022 as the redemption date (the “Redemption Date”).

On the 2027 Notes Closing Date, Group satisfied and discharged its obligations under the 2024 Notes by depositing with a designee of the trustee for the 2024 Notes sufficient funds to pay the principal of the Premium (defined below) and accrued and unpaid interest on the Euro Notes to the Redemption Date.

The 2024 Notes were issued in Euros and were reported in the Company’s reporting currency, US dollars, until they were extinguished and redeemed.

Prior to the redemption of the 2024 Notes, the gain on foreign exchange on the 2024 Notes from converting Euros into US dollars was $ 31.6 million for 2022.

Interest on the 2027 Notes accrues at 7.00 % and is paid semi-annually in arrears on June 15 and December 15 of each year.

Holdings provided a guarantee of the 2027 Notes, but Holdings is not subject to the covenants under the indenture.

Unless earlier redeemed or repurchased, the 2027 Notes will mature on June 15, 2027.

After June 15, 2024, Group may redeem the 2027 Notes, in whole or in part, at a redemption price ranging from 103.5 % of the aggregate principal amount of the 2027 Notes redeemed to par (depending on the year), in each case, as set forth in the 2027 Notes Indenture, plus accrued and unpaid interest, if any.

On the Redemption Date, Group redeemed its € 350.0 million of 2024 Notes at a price of 101.094 % (€ 353.8 million or $ 375.2 million) of the principal amount (the “Premium”) plus € 7.7 million ($ 8.1 million) of interest paid through June 30, 2022, the Redemption Date where the Premium reduced to 101.094 %, for a total payment of € 361.5 million ($ 383.4 million).

Group entered into a short-term USD to Euro forward purchase agreement to mitigate the risk of foreign currency fluctuations.

As a result of these transactions, the Company incurred a loss on debt extinguishment and redemption of $ 11.9 million.

On the Redemption Date the 2024 Notes were valued at $ 365.8 million, resulting in a gain on foreign exchange of $ 31.6 million for the year ended December 31, 2022.

Issuance of the 2026 Notes

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The 2026 Notes were issued pursuant to, and are governed by, an indenture (the “2026 Notes Indenture”), dated the 2026 Notes Closing Date by and among Group, Holdings, the other guarantors named therein, the trustee and the collateral agent.

The 2026 Notes are guaranteed on a senior secured basis, jointly and severally, by Group’s material domestic subsidiaries, subject to certain exceptions (the “Subsidiary Guarantors”).

In addition, the 2026 Notes are guaranteed on a senior unsecured basis by Holdings (together with the Subsidiary Guarantors, the “Guarantors”).

Under certain circumstances, the Guarantors may be released from these guarantees without the consent of the holders of the 2026 Notes.

The net proceeds from the 2026 Notes offering were $ 496.9 million after deducting the $ 1.8 million discount and $ 1.3 million of offering expenses.

The 2026 Notes are guaranteed on a senior secured basis, jointly and severally, by Group’s material domestic subsidiaries, subject to certain exceptions (the

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Unless earlier redeemed or repurchased, the 2026 Notes will mature on May 1, 2026.

Group may redeem some or all of the 2026 Notes at any time prior to February 1, 2026 at a price equal to 100 % of the principal amount of the 2026 Notes, plus a “make-whole” premium as set forth in the 2026 Notes Indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

Thereafter, Group may redeem the 2026 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2026 Notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

Senior Unsecured Notes - € 350.0 million 2024 Notes

In June 2019, Group completed an offering of € 135.0 million of 2024 Notes.

The net proceeds from the June 2019 offering, after deducting offering expenses, were $ 152.1 million.

In June 2020, Group completed an offering of € 215.0 million of 2024 Notes.

The net proceeds from the June 2020 offering, after deducting offering expenses, were $ 240.3 million.

The 2024 Notes were guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally, by the Company’s material domestic subsidiaries, subject to certain exceptions, and by the Company (collectively, the “Guarantors”).

Under certain circumstances, the Guarantors could be released from these Guarantees without the consent of the holders of the 2024 Notes.

The 2024 Notes bore interest at a rate of 4.375 % per annum and was paid semi-annually in arrears on June 30 and December 30 of each year.

The 2024 Notes were scheduled to mature on June 30, 2024.

The 2024 Notes were issued in Euros and were reported in the Company’s reporting currency — US dollars.

As of December 31, 2022, the 2024 Notes were valued at $ 397.0 million, resulting in a gain on foreign exchange of $ 32.5 million for the year ended December 31, 2022.

In June 2022, Group redeemed the 2024 Notes, as noted above.

“Subsidiary Guarantors”).

In addition, the 2026 Notes were guaranteed on a senior unsecured basis by Holdings (together with the Subsidiary Guarantors, the “Guarantors”).

The net proceeds from the 2026 Notes offering were $ 496.9 million after deducting the $ 1.8 million discount and $ 1.3 million of offering expenses.

Unless earlier redeemed or repurchased, the 2026 Notes were scheduled to mature on May 1, 2026.

The 2026 Notes were extinguished and redeemed with the issuance of the 2032 Notes in June 2025.

Limitations under the Indentures

The indentures governing the 2026 Notes, the 2027 Notes and the 2027 Mirror Notes (the “Indentures”), among other things, limit the ability of Group and its restricted subsidiaries to incur indebtedness;

to pay dividends or make other distributions;

to make certain investments and other restricted payments;

to create liens;

to consolidate, merge, sell or otherwise dispose of all or substantially all of its assets;

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

and to enter into certain transactions with its affiliates.

The indentures governing the 2032 Notes, the 2027 Notes, and the 2027 Mirror Notes (collectively, the “Indentures”), among other things, limit the ability of Group and its restricted subsidiaries to incur indebtedness;

issue certain preferred stock or similar equity securities;

pay dividends or make other distributions;

make certain investments and other restricted payments;

create liens;

consolidate, merge, sell or otherwise dispose of all or substantially all of its properties and assets;

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

and enter into certain transactions with its affiliates.

There are certain exceptions to the limitations on the ability to incur indebtedness under the Indentures, including IRU agreements incurred in the normal course of business and any additional indebtedness if Group’s consolidated leverage ratio, as defined in the Indentures, is less than 6.0 to 1.0 or Group’s fixed charge coverage ratio, as defined in the Indentures, is 2.0 to 1.0 or greater.

Group and its subsidiaries can also incur unlimited liens (which can be used, together with capacity under the debt covenant, to incur additional secured indebtedness) if Group’s consolidated secured leverage ratio, as defined in the Indentures, is less than 4.0 to 1.0 .

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 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 December 31, 2024, Group’s consolidated leverage ratio was below 6.0 , Group’s consolidated secured leverage ratio was below 4.0 and Group’s fixed charge coverage ratio was above 2.0 .

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 December 31, 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 below 4.0 , and

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

As of December 31, 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 consolidated secured leverage ratio was below 4.0 , and

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

As of December 31, 2025, a total of $ 352.8 million was unrestricted and permitted for restricted payments, including dividends and stock purchases.

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For the year ending December 31,

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Interest Rate Swap Agreement

As of December 31, 2025, the Company was party to the Swap Agreement that has the economic effect of modifying the fixed interest rate obligation associated with its 2026 Notes to a variable interest rate obligation based on the Secured Overnight Financing Rate (“SOFR”) so that the interest payable on the 2026 Notes effectively became variable based on overnight SOFR.

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terms of the Swap Agreement match the terms of the 2026 Notes, including the notional amount and the optional redemption date on February 1, 2026.

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

The Company did not elect hedge accounting for the Swap Agreement.

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By entering into the Swap Agreement, the Company has assumed the risk associated with variable interest rates.

Changes in interest rates affect the valuation of the Swap Agreement that the Company recognizes in its consolidated statements of comprehensive income.

Changes in interest rates affect the valuation of the Swap Agreement that the Company recognizes in its consolidated statements of comprehensive income (loss).

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 consolidated balance sheets.

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 is presented with accrued and other current liabilities and $ 4.0 million is presented with other long-term liabilities.

As of December 31, 2025, the fair value of the Swap Agreement was a liability of $ 4.1 million, which is presented with accrued and other current liabilities.

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As of December 31, 2025, the Company has made a $ 4.3 million deposit with the counterparty to the Swap Agreement.

If the fair value of the Swap Agreement exceeds a net liability of $ 23.4 million, the Company will be required to deposit additional funds with the counterparty equal to the net liability fair value.

As of December 31, 2025, $ 4.1 million of the deposit was restricted and $ 0.2 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.

The settlement payment is made each November and May until the Swap Agreement expires in February 2026.

The settlement payment is made each November and May until the Swap Agreement expired in February 2026.

Under the settlements paid in May and November 2025, the Company paid a total of $ 19.6 million to the counterparty for a net cash interest cost of $ 19.6 million.

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Net deferred tax liabilities

The acquisition of Sprint was an asset acquisition for US federal income tax purposes.

The Company recorded a net, deferred tax liability of $ 475 million, that represents the difference in book basis and tax basis of the assets acquired and liabilities assumed.

The Seller indemnified the Company for historical tax exposures and the estimated indemnification asset is not material.

The acquisition of Sprint was an asset acquisition for U.S.

federal income tax purposes.

The Company recorded a net, deferred tax liability of $ 475 million, that represented the difference in book basis and tax basis of the assets acquired and liabilities assumed.

The Seller indemnified the Company for historical tax exposures and the estimated indemnification asset was not material.

At each balance sheet date, the Company assesses the likelihood that it will be able to realize its deferred tax assets.

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As of December 31, 2025, the Company has combined net operating loss carry-forwards of $ 1.2 billion.

This amount includes federal net operating loss carry-forwards in the United States of $ 27.4 million, net operating loss carry-forwards related to its European operations of $ 956.9 million and $ 35.6 million related to its other international operations.

Section 382 of the Internal Revenue Code in the United States limits the utilization of net operating losses when ownership changes, as defined by that section, occur.

The Company has performed an analysis of its Section 382 ownership changes and has determined that the utilization of certain of its net operating loss carryforwards in the United States is limited based on the annual Section 382 limitation and remaining carryforward period.

Of the net operating losses available at December 31, 2024 in the United States $ 12.8 million are limited for use under Section 382.

Net operating loss carryforwards outside of the United States totaling $ 992.5 million are not subject to limitations similar to Section 382.

There are $ 12.8 million of net operating loss carryforwards in the United States that will expire, if unused, in 2025.

This amount includes federal net operating loss carry-forwards in the United States of $ 131.7 million, net operating loss carry-forwards related to its European operations of $ 1.0 billion and $ 32.7 million related to its other international operations.

The net operating loss carry-forwards related to the Company’s European operations include $ 883.6 million that do not expire and $ 156.7 million that expire between 2026 and 2034.

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If recognized, changes in the Company’s total unrecognized tax benefits would impact the Company’s effective income tax rate.

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The Company or one of its subsidiary’s files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions.

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The Company is subject to tax examinations in its foreign jurisdictions, generally for years 2005 to 2025.

The following is a reconciliation of the Federal statutory income taxes to the amounts reported in the financial statements (in thousands).

Years Ended December 31,

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The following is a reconciliation of the Federal statutory income taxes to the amounts reported in the financial statements for the years ended December 31, 2023 and 2024 (in thousands), prior to the adoption of ASU 2023-09.

Federal income tax expense at statutory rates

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Non-deductible expenses

Bargain purchase gain - Sprint Business acquisition

Bargain purchase gain - Cogent Fiber Business acquisition

Tax effect of TCJA from foreign earnings

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Income tax benefit (expense)

The following is 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 under ASU 2023-09 for the year ended December 31, 2025 (in thousands).

December 31, 2025

Benefit for income taxes at U.S.

federal statutory rate

State and local income taxes, net of federal benefit *

Foreign tax effects

Effect of cross-border tax laws

Non-deductible expenses

Total tax benefit and effective tax rate

*State taxes in California, Kansas and Illinois for 2025 make up the majority (greater than 50%) of the tax effect in this category.

The following is a detail of cash paid for income taxes (net of any refunds) for the year ended December 31, 2025 by jurisdiction under ASU 2023-09 (in thousands):

State and local

State of California

State of Texas

State of Georgia

New York City

Other jurisdictions

Foreign jurisdictions

Total income taxes paid (refunded)

Commitments and contingencies

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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 December 31, 2025.

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

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Expenses related to these arrangements were $ 31.9 million in 2025, $ 35.3 million in 2024 and $ 29.1 million in 2023.

Short - term lease expense was $ 14.4 million for 2024, $ 9.8 million for 2023 and $ 1.1 million for 2022.

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Short - term lease expense was immaterial for all periods presented herein.

Unconditional purchase obligations

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The Company sponsors a 401(k) defined contribution plan that provides for a Company matching payment.

The Company matching payments were paid in cash and were $ 2.8 million for 2024, $ 2.3 million for 2023 and $ 0.9 million for 2022.

The Company matching contributions were paid in cash and were $ 3.3 million for 2025, $ 2.8 million for 2024 and $ 2.3 million for 2023.

Stockholders’ equity:

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Common stock buybacks

The Company’s Board of Directors has approved $ 50.0 million for purchases of the Company’s common stock under a buyback program (the “Buyback Program”) through 2025.

The Company’s Board of Directors has approved purchases of the Company’s common stock under a buyback program (the “Buyback Program”) through 2026.

At December 31, 2025, there was $ 105.8 million remaining for purchases under the Buyback Program.

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 .

There were no purchases of common stock in 2023 or 2022.

In 2025, the Company purchased 341,818 shares of its common stock for $ 16.7 million.

In 2024, the Company purchased 153,322 shares of its common stock for $ 8.0 million.

There were no purchases of common stock in 2023.

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Dividends on common stock

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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.

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

Stock option and award plan:

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The vesting of certain shares granted to the Company’s executives is subject to certain performance conditions determined by the Company’s Board of Directors.

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Company’s growth rate in revenue, the Company’s growth rate in cash flow from operating activities,and the Company’s growth rate in earnings before interest and depreciation, as adjusted, with each portion of the CEO’s performance-based equity award subject to a cap and no shares earned if performance with respect to a target is less than zero.

The vesting of certain shares granted to the Company’s CEO is subject to the total shareholder return of the Company’s common stock compared to the total shareholder return of the Nasdaq Telecommunications Index, the Company’s growth rate in revenue, cash flow from operating activities, earnings before interest, taxes and depreciation and free cash flow.

The CEO’s performance-based equity awards are subject to a cap and no shares are earned if performance with respect to a target is less than zero.

The accounting for equity-based compensation expense requires the Company to make estimates and judgments that affect its financial statements.

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Forfeiture Rates—The Company estimates its forfeiture rate based on historical data with further consideration given to the class of employees to whom the options or shares were granted.

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The weighted-average per share grant date fair value of options was $ 9.99 in 2025, $ 12.95 in 2024 and $ 12.81 in 2023.

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Non-vested at December 31, 2025

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The weighted average per share grant date fair value of restricted stock granted was $ 35.48 in 2025 ( 1.5 million shares), $ 68.58 in 2024 ( 0.7 million shares) and $ 60.05 in 2023 ( 0.6 million shares).

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That cost is expected to be recognized over a weighted average period of 2.3 years.

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Related party transactions:

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The lease began in May 2015, and the lease term was for five years .

In February 2020, the lease term was extended to May 2025.

In February 2020, the lease term was extended to May 2025 and in March 2025 the lease was extended to May 2030.

The lease is cancellable at no cost by the Company upon 60 days ’ notice.

On January 6, 2023, the Company entered into two lease agreements (the “New Leases”), one with Thorium LLC (“Thorium”) and one with Germanium LLC (“Germanium”), entities owned by the Company’s Chief Executive Officer and Chairman, David Schaeffer.The first of the New Leases is with Thorium for 54,803 square feet of office space, which serves as office space for the Company replacing a portion of its office space in the Northern Virginia area (“Office Lease”).

The first of the New Leases is with Thorium for 54,803 square feet of office space, which serves as office space for the Company replacing a portion of its office space in the Northern Virginia area (“Office Lease”).

The second of the New Leases is with Germanium LLC for 1,587 square feet of technical space which serves as network operations space for the Company (“Network Operations Lease”).

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The Company paid $ 3.2 million in 2025, $ 3.3 million in 2024 and $ 2.8 million in 2023 for rent and related costs (including taxes and utilities) for these leases.

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Geographic and segment information:

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● Interest expense

● Gain on bargain purchase – Sprint business

● Gain on bargain purchase – Cogent Fiber Business

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● Net income (loss)

The Company’s results are evaluated for performance and resource allocation decisions based on consolidated net (loss) income.

The consolidated operating segment financial information regularly reviewed by the CODM, inclusive of assets, revenue, expenses, profit or loss, and noncash items are included in the Consolidated Statements of Comprehensive Income (Loss), Consolidated Balance Sheets, and Consolidated Statements of Cash Flows.

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Revenues are attributed to regions based on where the services are provided.

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):

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This estimated $ 1.0 million dividend payment is expected to be made on March 20, 2026 .

Interest Rate Swap Agreement

The Company’s Swap Agreement was settled on February 5, 2026 with a payment of $ 4.1 million and the total $ 4.3 million cash deposit was released and the account was closed.

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1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data