4 unchanged sentences
Based upon that evaluation, our management, including our principal executive officer and our principal financial officer, concluded that the design and operation of these disclosure controls and procedures were effective at the reasonable assurance level.
−Removed: There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There has been no change in our internal control over financial reporting during our most recent fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Page 94 of 104
7 unchanged sentences
● a documented organizational structure and division of responsibility;
−Removed: ● established policies and procedures, including a code of conduct to foster a strong ethical climate which is communicated throughout the company;
+Added: ● established policies and procedures, including a Code of Ethics to foster a strong ethical climate which is communicated throughout the company;
● regular reviews of our financial statements by qualified individuals;
18 unchanged sentences
We have audited Cogent Communications Holdings, Inc., and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, Cogent Communications Holdings, Inc., and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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 and our report dated February 28, 2025 expressed an unqualified opinion thereon.
+Added: In our opinion, Cogent Communications Holdings, Inc.
+Added: and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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 and our report dated February 20, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
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1- Election of Directors,” “Executive Officers and Significant Employees,” “The Board of Directors and Committees,” and, if applicable, “Delinquent Section 16(a) Reports” in our Proxy Statement for the 2026 Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year (the “2026 Proxy Statement”).
+Added: Code of Ethics
+Added: We have adopted a Code of Ethics that applies to all directors, officers and employees.
+Added: The Code of Ethics is available on our website at www.cogentco.com under the “About Cogent” tab at the “Investor Relations” link under “Reports” and under “Governance” at “Corporate Governance Documents.” We intend to satisfy the disclosure requirements regarding an amendment to or waiver from a provision of the Code of Ethics by posting such information on our website.
Insider Trading Policy and Procedures
34 unchanged sentences
Second Supplemental Indenture, dated as of May 3, 2024, by and among Cogent Communications Group, LLC, Cogent Finance, Inc.
−Removed: and Wilmington Trust, National Association, as trustee and collateral agent (previously filed as Exhibit 4.5 to our Current Report on Form 8-K, filed on May 6, 2024, and incorporated herein by reference).
+Added: and Wilmington Trust, National Association, as trustee and collateral agent
+Added: Page 99 of 104
+Added: (previously filed as Exhibit 4.5 to our Current Report on Form 8-K, filed on May 6, 2024, and incorporated herein by reference).
Second Supplemental Indenture, dated as of May 3, 2024, by and among Cogent Communications Group, LLC, Cogent Finance, Inc.
and Wilmington Trust, National Association, as trustee (previously filed as Exhibit 4.6 to our Current Report on Form 8-K, filed on May 6, 2024, and incorporated herein by reference).
−Removed: Page 91 of 96
Indenture, dated as of June 11, 2024 among Cogent Communications Group, LLC, Cogent Finance Inc., the guarantors named therein and Wilmington Trust National Association as trustee (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on June 11, 2024, and incorporated herein by reference).
−Removed: Form of 7.000% Senior Note due 2027 (previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on June 11, 2024, and incorporated herein by reference).
+Added: Form of 7.000% Senior Note due 2027 (previously filed as Exhibit A to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 11, 2024, and incorporated herein by reference).
+Added: Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (previously filed as Exhibit 4.10 to our Annual Report on Form 10-K, filed on February 28, 2020, and incorporated herein by reference).
+Added: Series 2025-1 Supplement, dated as of April 11, 2025, by and between Cogent IPv4 LLC and Wilmington Trust, National Association (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on April 11, 2025, and incorporated herein by reference).
+Added: Second Amendment to Base Indenture, dated as of April 11, 2025, by and between Cogent IPv4 LLC and Wilmington Trust, National Association (previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 11, 2025, and incorporated herein by reference).
+Added: Indenture, dated as of June 17, 2025, among Cogent Communications Group, LLC, Cogent Finance, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on June 17, 2025, and incorporated herein by reference).
+Added: Form of 6.500% Senior Secured Note due 2032 (previously filed as Exhibit A to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 17, 2025, and incorporated herein by reference).
Dark Fiber IRU Agreement, dated April 14, 2000, between WilTel Communications, Inc.
16 unchanged sentences
8 to Employment Agreement of David Schaeffer, dated February 14, 2020 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on February 19, 2020, and incorporated herein by reference).
+Added: Page 100 of 104
Amendment No.
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Form of Restricted Stock Award between the Company and David Schaeffer (previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on January 5, 2024, and incorporated herein by reference).
−Removed: Brad Kummer Employment Agreement with Cogent Communications Group, Inc., dated January 11, 2000, (previously filed as Exhibit 10.23 to our Registration Statement on Form S-1, Commission File No.
−Removed: 333-122821, filed on February 14, 2005, and incorporated herein by reference).
−Removed: “Brad” Kummer Severance Agreement with Cogent Communications, Inc., dated September 25, 2003 (previously filed as Exhibit 10.26 to our Annual Report on Form 10-K filed on February 25, 2022, and incorporated herein by reference).
+Added: Mark Harris Service Agreement with Cogent Communications UK Ltd.
+Added: dated September 2, 2025 (filed herewith).
Weed Employment Agreements, dated September 25, 2003 through October 26, 2006 (filed as Exhibit 10.28 to our Annual Report on Form 10-K filed on March 14, 2007, and incorporated herein by reference).
2 unchanged sentences
Form of Restricted Stock Award, dated as of May 3, 2017, between the Company and the Vice President named executive officers (previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on May 3, 2017, and incorporated herein by reference).
−Removed: Page 92 of 96
Form of Restricted Stock Award between the Company and the Vice President named executive officers (Retention) (previously filed as Exhibit 10.23 to our Annual Report on Form 10-K, filed on February 29, 2024, and incorporated herein by reference).
12 unchanged sentences
(previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on April 17, 2015, and incorporated herein by reference).
+Added: Page 101 of 104
First Amendment to Lease Agreement, dated February 28, 2020, between Sodium LLC and Cogent Communications, Inc.
20 unchanged sentences
Form of 2025 Restricted Stock Award between the Company and David Schaeffer (previously filed as Exhibit 10.2 to our Current Report on Form 8 - K, filed on January 15, 2025, and incorporated herein by reference).
−Removed: Insider Trading Compliance Policy (filed herewith).
+Added: Amendment No.
+Added: 11 to Employment Agreement of David Schaeffer, dated December 31, 2025 (previously filed as Exhibit 10.1 to our Current Report on Form 8 - K, filed on January 7, 2026, and incorporated herein by reference).
+Added: Form of 2025 Restricted Stock Award between the Company and David Schaeffer (previously filed as Exhibit 10.2 to our Current Report on Form 8 - K, filed on January 7, 2026, and incorporated herein by reference).
+Added: Form of Restricted Stock Award between the Company and Vice Presidents with retention vesting provisions through January 1, 2029 (previously filed as Exhibit 10.3 to our Current Report on Form 8 - K, filed on January 7, 2026, and incorporated herein by reference).
+Added: Second Amendment to Lease Agreement, dated March 11, 2025, between Sodium LLC and Cogent Communications, LLC (previously filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on March 12, 2025, and incorporated herein by reference).
+Added: Second Amended and Restated Cogent Communications Holdings, Inc.
+Added: 2017 Incentive Award Plan (incorporated by reference to Annex B of the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 26, 2025, and incorporated herein by reference).
+Added: Insider Trading Compliance Policy (previously filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 28, 2025, and incorporated herein by reference).
Subsidiaries (filed herewith)
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for the year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language);
−Removed: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Changes in Stockholders’ Equity (Deficit), (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.
+Added: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Statements of Changes in Stockholders’ Equity (Deficit), (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).
27 unchanged sentences
February 20, 2026
−Removed: /s/ THADDEUS WEED
+Added: /s/ THADDEUS G.
Vice President, Chief Financial Officer and Treasurer
4 unchanged sentences
February 20, 2026
−Removed: /s/ STEVEN BROOKS
+Added: /s/ STEVEN D.
Steven Brooks
3 unchanged sentences
February 20, 2026
−Removed: /s/ DAVID BLAKE BATH
−Removed: David Blake Bath
−Removed: February 28, 2025
/s/ MARC MONTAGNER
9 unchanged sentences
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.