COGENT COMMUNICATIONS HOLDINGS, INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ ​ ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) ​ 56 Consolidated Balance Sheets as of December 31, 2025 and 2024 ​ 58 Consolidated Statements of Comprehensive (Loss) Income for Each of the Three Years Ended December 31, 2025 ​ 59 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for Each of the Three Years Ended December 31, 2025 ​ 60 Consolidated Statements of Cash Flows for Each of the Three Years Ended December 31, 2025 ​ 61 Notes to Consolidated Financial Statements ​ 62 ​ ​ Page 55 of 104 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Cogent Communications Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Cogent Communications Holdings, Inc. 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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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), and our report dated February 20, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Page 56 of 104 Table of Contents Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ ​ ​ ​ ​ ​ ​ ​ Assessment of Indefinite-lived Intangible Asset for Impairment Description of the Matter ​ At December 31, 2025, the Company’s IPv4 address indefinite-lived intangible asset was $458.0 million. As discussed in Note 1 to the consolidated financial statements, the IPv4 address indefinite-lived intangible asset is evaluated for impairment annually on the first day of the fourth quarter, or more frequently when indicators of impairment exist. The Company did not record any impairment of the IPv4 address indefinite-lived intangible asset during the year. Auditing management’s assessment of the indefinite-lived intangible asset for impairment was complex due to the judgment required in the identification of events or circumstances that were impairment indicators. Significant auditor judgment was required in evaluating management’s identification of the relevant factors to consider in determining whether an indicator of impairment existed due to limited available market data. How We Addressed the Matter in Our Audit ​ We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s assessment of the IPv4 address indefinite-lived intangible asset for impairment. For example, we tested controls over management’s identification and consideration of the most relevant drivers of changes in fair value. To test the Company’s assessment of the indefinite-lived intangible asset for impairment, we performed audit procedures that included, among others, assessing the Company’s identification and consideration of the most relevant drivers of changes in fair value and evaluating the underlying data used by the Company in its analysis. The underlying data used by the Company in its analysis included, among others, market data for sales and leases of IPv4 addresses and cash flows associated with the IPv4 addresses. ​ /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Tysons, Virginia February 20, 2026 ​ Page 57 of 104 Table of Contents COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 148,515 ​ $ 198,486 Restricted cash ​ ​ 56,597 ​ ​ 29,430 Accounts receivable, net of allowance for credit losses of $ 4,610 and $ 9,762 , respectively ​ 88,050 ​ ​ 96,934 Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $ 10,401 and $ 16,915 , respectively ​ ​ 89,599 ​ ​ 83,085 Due from T-Mobile, Transition Services Agreement ​ ​ 119 ​ ​ 62 Prepaid expenses and other current assets ​ 67,701 ​ ​ 74,104 Total current assets ​ 450,581 ​ ​ 482,101 Property and equipment: ​ ​ ​ ​ ​ ​ Property and equipment ​ 3,642,906 ​ ​ 3,319,731 Accumulated depreciation and amortization ​ ( 1,921,832 ) ​ ​ ( 1,655,564 ) Total property and equipment, net ​ 1,721,074 ​ ​ 1,664,167 Right-of-use leased assets ​ ​ 310,523 ​ ​ 324,315 IPv4 intangible asset ​ ​ 458,000 ​ ​ 458,000 Other intangible assets, net ​ ​ 11,251 ​ ​ 13,029 Due from T-Mobile, IP Transit Services Agreement, net of discount of $ 2,255 and $ 12,122 , respectively ​ ​ 89,412 ​ ​ 179,534 Due from T-Mobile, Purchase Agreement, net of discount of $ 4,006 and $ 5,755 , respectively ​ ​ 24,109 ​ ​ 22,360 Deposits and other assets ​ 34,834 ​ ​ 29,596 Total assets ​ $ 3,099,784 ​ $ 3,173,102 Liabilities and stockholders’ equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 30,571 ​ $ 39,805 Accrued and other current liabilities ​ 109,582 ​ ​ 134,609 Due to T-Mobile – Transition Services Agreement ​ ​ — ​ ​ 525 Current maturities, operating lease liabilities ​ ​ 54,576 ​ ​ 57,172 Finance lease obligations, current maturities ​ 26,112 ​ ​ 21,225 Total current liabilities ​ 220,841 ​ ​ 253,336 Senior secured 2032 notes, net of unamortized debt costs of $ 2,020 ​ ​ 597,980 ​ ​ — Senior secured 2026 notes, net of unamortized debt costs of $ 375 and discount of $ 499 ​ ​ — ​ ​ 499,126 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 ​ 744,420 ​ ​ 740,934 Secured IPv4 notes, net of debt costs of $ 8,863 and $ 6,702 , respectively ​ ​ 371,537 ​ ​ 199,298 Operating lease liabilities, net of current maturities ​ ​ 269,753 ​ ​ 302,004 Finance lease obligations, net of current maturities ​ 597,239 ​ ​ 517,161 Deferred income tax liabilities ​ ​ 333,294 ​ ​ 398,266 Other long-term liabilities ​ 28,568 ​ ​ 40,129 Total liabilities ​ 3,163,632 ​ ​ 2,950,254 Commitments and contingencies ​ ​ ​ ​ ​ ​ Stockholders’ (deficit) equity: ​ ​ ​ ​ ​ ​ Common stock, $ 0.001 par value; 75,000,000 shares authorized; 50,062,158 and 49,034,925 shares issued and outstanding, respectively ​ 50 ​ ​ 49 Additional paid-in capital ​ 643,256 ​ ​ 629,829 Accumulated other comprehensive income (loss) ​ 1,428 ​ ​ ( 30,685 ) Accumulated deficit ​ ( 708,582 ) ​ ​ ( 376,345 ) Total stockholders’ (deficit) equity ​ ( 63,848 ) ​ ​ 222,848 Total liabilities and stockholders’ (deficit) equity ​ $ 3,099,784 ​ $ 3,173,102 ​ The accompanying notes are an integral part of these consolidated balance sheets. ​ Page 58 of 104 Table of Contents COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2025 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Service revenue ​ $ 975,766 ​ $ 1,036,104 ​ $ 940,922 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Network operations (including $ 1,885 , $ 1,681 and $ 1,069 of equity-based compensation expense, respectively), exclusive of amounts shown separately ​ 534,962 ​ ​ 641,836 ​ ​ 544,232 Selling, general, and administrative (including $ 24,532 , $ 24,057 and $ 25,855 of equity-based compensation expense, respectively) ​ 274,436 ​ ​ 275,781 ​ ​ 275,318 Acquisition costs – Cogent Fiber Business ​ ​ — ​ ​ 21,407 ​ ​ 18,492 Depreciation and amortization ​ 270,181 ​ ​ 298,018 ​ ​ 232,209 Total operating expenses ​ 1,079,579 ​ ​ 1,237,042 ​ ​ 1,070,251 Gains on lease terminations and other ​ 2,740 ​ 3,332 ​ — Operating loss ​ ​ ( 101,073 ) ​ ​ ( 197,606 ) ​ ​ ( 129,329 ) Interest expense, including change in valuation – interest rate swap ​ ( 161,362 ) ​ ​ ( 123,317 ) ​ ​ ( 93,344 ) Loss on debt extinguishment and redemption – 2026 Notes ​ ​ ( 5,606 ) ​ ​ — ​ ​ — Gain on bargain purchase – Cogent Fiber Business ​ ​ — ​ ​ 22,202 ​ ​ 1,406,435 Interest income – IP Transit Services Agreement ​ ​ 16,391 ​ ​ 23,767 ​ ​ 26,796 Interest income – Purchase Agreement ​ ​ 1,749 ​ ​ 748 ​ ​ 1,889 Interest income and other ​ ​ 4,936 ​ ​ 14,557 ​ ​ 7,030 (Loss) income before income taxes ​ ( 244,965 ) ​ ​ ( 259,649 ) ​ ​ 1,219,477 Income tax benefit ​ 62,791 ​ ​ 55,575 ​ ​ 53,964 Net (loss) income ​ $ ( 182,174 ) ​ $ ( 204,074 ) ​ $ 1,273,441 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive (loss) income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 182,174 ) ​ $ ( 204,074 ) ​ $ 1,273,441 Foreign currency translation adjustment ​ 32,113 ​ ​ ( 16,300 ) ​ ​ 4,771 Comprehensive (loss) income ​ $ ( 150,061 ) ​ $ ( 220,374 ) ​ $ 1,278,212 Basic net (loss) income per common share ​ $ ( 3.80 ) ​ $ ( 4.28 ) ​ $ 26.88 Diluted net (loss) income per common share ​ $ ( 3.80 ) ​ $ ( 4.28 ) ​ $ 26.62 Dividends declared per common share ​ $ 3.05 ​ $ 3.92 ​ $ 3.76 Weighted-average common shares-basic ​ ​ 47,928,826 ​ ​ 47,627,873 ​ ​ 47,373,361 Weighted-average common shares -diluted ​ 47,928,826 ​ ​ 47,627,873 ​ ​ 47,837,512 ​ The accompanying notes are an integral part of these consolidated statements. ​ Page 59 of 104 Table of Contents COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2025 (IN THOUSANDS, EXCEPT SHARE AMOUNTS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ Accumulated ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Earnings ​ Stockholder’s ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ (Deficit) ​ ​ ​ Equity (Deficit) Balance at December 31, 2022 48,013,330 ​ $ 48 ​ $ 575,064 ​ $ ( 19,156 ) ​ $ ( 1,074,588 ) ​ $ ( 518,632 ) Forfeitures of shares granted to employees ( 63,890 ) ​ — ​ — ​ — ​ — ​ — Equity-based compensation — ​ — ​ 30,464 ​ — ​ — ​ 30,464 Foreign currency translation — ​ — ​ — ​ 4,771 ​ — ​ 4,771 Issuances of common stock 634,056 ​ 1 ​ — ​ — ​ — ​ 1 Exercises of options 25,073 ​ — ​ 1,227 ​ — ​ — ​ 1,227 Dividends paid — ​ — ​ — ​ — ​ ( 181,716 ) ​ ( 181,716 ) Net income — ​ — ​ — ​ — ​ 1,273,441 ​ 1,273,441 Balance at December 31, 2023 48,608,569 ​ $ 49 ​ $ 606,755 ​ $ ( 14,385 ) ​ $ 17,137 ​ $ 609,556 Forfeitures of shares granted to employees ( 128,885 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Equity-based compensation — ​ ​ — ​ ​ 28,838 ​ ​ — ​ ​ — ​ ​ 28,838 Foreign currency translation — ​ ​ — ​ ​ — ​ ​ ( 16,300 ) ​ ​ — ​ ​ ( 16,300 ) Issuances of common stock 672,098 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Exercises of options 36,465 ​ ​ — ​ ​ 2,204 ​ ​ — ​ ​ — ​ ​ 2,204 Common stock purchases and retirement ​ ( 153,322 ) ​ ​ — ​ ​ ( 7,968 ) ​ ​ — ​ ​ — ​ ​ ( 7,968 ) Dividends paid ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 189,408 ) ​ ​ ( 189,408 ) Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 204,074 ) ​ ​ ( 204,074 ) Balance at December 31, 2024 49,034,925 ​ $ 49 ​ $ 629,829 ​ $ ( 30,685 ) ​ $ ( 376,345 ) ​ $ 222,848 Forfeitures of shares granted to employees ( 132,307 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Equity-based compensation — ​ ​ — ​ ​ 29,938 ​ ​ — ​ ​ — ​ ​ 29,938 Foreign currency translation — ​ ​ — ​ ​ — ​ ​ 32,113 ​ ​ — ​ ​ 32,113 Issuances of common stock 1,497,592 ​ ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1 Exercises of options 3,766 ​ ​ — ​ ​ 175 ​ ​ — ​ ​ — ​ ​ 175 Common stock purchases and retirement ​ ( 341,818 ) ​ ​ — ​ ​ ( 16,686 ) ​ ​ — ​ ​ — ​ ​ ( 16,686 ) Dividends paid — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 150,063 ) ​ ​ ( 150,063 ) Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 182,174 ) ​ ​ ( 182,174 ) Balance at December 31, 2025 ​ 50,062,158 ​ $ 50 ​ $ 643,256 ​ $ 1,428 ​ $ ( 708,582 ) ​ $ ( 63,848 ) ​ The accompanying notes are an integral part of these consolidated statements. ​ Page 60 of 104 Table of Contents COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2025 (IN THOUSANDS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 182,174 ) ​ $ ( 204,074 ) ​ $ 1,273,441 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 270,181 ​ ​ 298,018 ​ ​ 232,209 Amortization of debt discounts and premium ​ 5,724 ​ ​ 3,688 ​ ​ 1,323 Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements ​ ​ ( 18,140 ) ​ ​ ( 24,515 ) ​ ​ ( 28,685 ) Equity-based compensation expense (net of amounts capitalized) ​ 26,417 ​ ​ 25,738 ​ ​ 26,924 Gain on bargain purchase – Cogent Fiber Business ​ ​ — ​ ​ ( 22,202 ) ​ ​ ( 1,406,435 ) Loss on extinguishment & redemption of 2026 notes ​ ​ 5,606 ​ ​ — ​ ​ — Gains – lease terminations and other ​ ​ ( 2,740 ) ​ ​ ( 3,332 ) ​ ​ 212 Deferred income taxes ​ ​ ( 64,972 ) ​ ​ ( 51,623 ) ​ ​ ( 69,582 ) Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 8,884 ​ ​ 38,541 ​ ​ ( 51,002 ) Prepaid expenses and other current assets ​ ( 1,449 ) ​ ​ ( 5,839 ) ​ ​ ( 11,001 ) Due to T-Mobile – Transition Services Agreement ​ ​ ( 525 ) ​ ​ ( 66,383 ) ​ ​ 66,908 Due from T-Mobile – Transition Services Agreement ​ ​ ( 57 ) ​ ​ 4,452 ​ ​ ( 4,514 ) Deposits and other assets ​ ( 6,921 ) ​ ​ ( 3,966 ) ​ ​ ( 1,548 ) Accounts payable, accrued liabilities and other long-term liabilities ​ ​ ( 50,413 ) ​ ​ 2,852 ​ ​ ( 10,905 ) Net cash (used in) provided by operating activities ​ ( 10,579 ) ​ ​ ( 8,645 ) ​ ​ 17,345 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash receipts - IP Transit Services Agreement – T-Mobile ​ ​ 100,000 ​ ​ 204,167 ​ ​ 204,167 Acquisition of Cogent Fiber Business, net of $ 47.1 million of cash acquired in 2023 ​ ​ — ​ ​ 12,323 ​ ​ 2,191 Purchases of property and equipment ​ ( 187,569 ) ​ ​ ( 194,998 ) ​ ​ ( 129,632 ) Net cash (used in) provided by investing activities ​ ( 87,569 ) ​ ​ 21,492 ​ ​ 76,726 Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net proceeds from issuance of senior secured 2032 notes - net of debt costs of $ 2.2 million ​ ​ 597,842 ​ ​ — ​ ​ — Net proceeds from issuance of senior unsecured 2027 notes, net of debt costs of $ 1.6 million and a discount of $ 6.8 million ​ ​ — ​ ​ 291,879 ​ ​ — Net proceeds from issuance of secured IPv4 notes – net of debt costs of $ 4.0 million and $ 7.6 million, respectively ​ ​ 170,479 ​ ​ 198,426 ​ ​ — Redemption and extinguishment of secured 2026 notes ​ ​ ( 505,000 ) ​ ​ — ​ ​ — Dividends paid ​ ( 150,063 ) ​ ​ ( 189,408 ) ​ ( 181,716 ) Purchases and retirement of common stock ​ ​ ( 16,686 ) ​ ​ ( 7,968 ) ​ ​ — Principal payments of finance lease obligations ​ ​ ( 33,843 ) ​ ​ ( 74,632 ) ​ ​ ( 77,362 ) Settlement of a finance lease – at a discount ​ ​ — ​ ​ ( 114,576 ) ​ ​ — Proceeds from exercises of common stock options ​ ​ 175 ​ ​ 2,204 ​ ​ 1,227 Net cash provided by (used in) financing activities ​ 62,904 ​ ​ 105,925 ​ ​ ( 257,851 ) Effect of exchange rate changes on cash ​ 12,440 ​ ​ ( 4,637 ) ​ ​ 1,649 Net (decrease) increase in cash and cash equivalents & restricted cash ​ ( 22,804 ) ​ 114,135 ​ ​ ( 162,131 ) Cash and cash equivalents & restricted cash, beginning of year ​ 227,916 ​ ​ 113,781 ​ ​ 275,912 Cash and cash equivalents & restricted cash, end of year ​ $ 205,112 ​ $ 227,916 ​ $ 113,781 Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 154,748 ​ $ 133,954 ​ $ 104,698 Cash paid for income taxes net of (refunds) for 2025 -See Note 5 ​ ​ ( 659 ) ​ ​ 3,165 ​ ​ 35,291 Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance lease obligations incurred ​ ​ 149,058 ​ ​ 241,193 ​ ​ 232,468 Fair value of equipment acquired in leases ​ ​ — ​ ​ — ​ ​ 141 ​ The accompanying notes are an integral part of these consolidated statements. ​ ​ Page 61 of 104 Table of Contents COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of the business and summary of significant accounting policies: Reorganization and merger On May 15, 2014, pursuant to the Agreement and Plan of Reorganization by and among Cogent Communications Group, Inc. (now Cogent Communications Group, LLC), a Delaware corporation (“Group”), Cogent Communications Holdings, Inc., a Delaware corporation (“Holdings”), and Cogent Communications Merger Sub, Inc., a Delaware corporation, Group adopted a new holding company organizational structure whereby Group is now a wholly owned subsidiary of Holdings. Holdings is a “successor issuer” to Group pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References to the “Company” for events that occurred prior to May 15, 2014 refer to Cogent Communications Group, Inc. (now Cogent Communications Group, LLC) and its subsidiaries, and on and after May 15, 2014, the “Company” refers to Cogent Communications Holdings, Inc. and its subsidiaries. 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 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 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. The Company’s on-net service consists of high-speed Internet access and private network services offered at speeds ranging from 100 megabits per second to 400 gigabits per second. The Company provides its on-net Internet access and private network services to its corporate, net-centric and enterprise customers. The Company’s corporate customers are located in multi-tenant office buildings that typically include law firms, financial services firms, advertising and marketing firms, as well as health care providers, educational institutions and other professional services businesses. The Company’s net-centric customers include bandwidth-intensive users that leverage its network either to deliver content to end users or to provide access to residential or commercial Internet users. Content delivery customers include over the top media service providers, content delivery networks, web hosting companies, and commercial content and application software providers. The Company’s net-centric customers include access networks comprised of other Internet Service Providers, telephone companies, mobile phone operators and cable television companies that collectively provide internet access to a substantial number of broadband subscribers and mobile phone subscribers across the world. These net-centric customers generally receive the Company’s services in carrier neutral colocation facilities and in the Company’s own data centers. The Company operates data centers throughout North America and Europe that allow its customers to collocate their equipment and access the Company’s network. In addition to providing on-net services, the Company provides Internet access and private network services to customers that are not located in buildings directly connected to its network. 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, now called Cogent Fiber LLC (as discussed below). The Company continues to support but does not actively sell these non-core services. 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 Page 62 of 104 Table of Contents 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 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” 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 (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 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. Page 63 of 104 Table of Contents Purchase Price The Transaction closed on May 1, 2023 (the “Closing Date”). 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 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. The final determination of the Working Capital Adjustment (which included the Short - term Lease Payment below) was completed in April 2024, and the Company paid the Seller $ 5.0 million for the remaining Working Capital Adjustment. Short-term lease payment The Purchase Agreement also provides for a payment of $ 28.1 million ($ 19.8 million net of discount) from the Seller to the Buyer related to acquired short-term operating lease obligations (the “Short-term Lease Payment”). The Short-term Lease Payment will be paid from the Seller to the Company in four equal payments in months 55 to 58 after the Closing Date. 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 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. The determination of the discount rate requires some judgment. 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 $ 1.8 million, $ 0.7 million and $ 1.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. Severance reimbursements The Purchase Agreement also provides for reimbursement from the Seller to the Buyer for qualifying severance expenses incurred. Total qualifying severance expenses were $ 28.6 million of which $ 12.3 million were recorded in the year ended December 31, 2024 and $ 16.2 million were recorded in the year ended December 31, 2023. These severance payments ended in the second quarter of 2024. IP Transit Services Agreement On the Closing Date, Cogent Communications, Inc. (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 $ 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”). The Company evaluated what elements are part of the business combination and the consideration exchanged to complete the acquisition. Under ASC 805, the Company has concluded that the $ 700.0 million of payments to be made represent consideration received from T - Mobile to complete the acquisition of a distressed business. The Company also evaluated whether the IP Transit Services Agreement was in the scope of ASU No. 2014 - 09 Revenue from Contracts with Customers (“ASC 606”). The Company has concluded that T - Mobile did not represent a “customer” as defined by ASC 606, the stated contract price did not represent consideration for services to be delivered, and the transaction did not satisfy the definition of revenue, which excluded this arrangement from the scope of ASC 606. As a result, and considering statements made by T - Mobile, the IP Transit Services Agreement was recorded in connection with the Transaction at its discounted present value resulting in a discount of $ 79.6 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. The determination of the discount rate requires some judgment. 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. Page 64 of 104 Table of Contents 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 Cogent Fiber Business from Sprint Communications. 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 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 Cogent Fiber Business by T-Mobile are reimbursed at cost. Either party to the TSA may terminate the agreement with respect to any individual service in full for convenience upon 30 days ’ prior written notice for certain services and reduced for other services after a 90-day period. The TSA may be terminated in its entirety if the other party has failed to perform any of its material obligations and such failure is not cured within 30 days. The TSA provides for customary indemnification and limits on liability. Amounts billed under the TSA are due 30 days from receipt of the related invoice. Amounts billed to the Company under the TSA 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. Other Services Provided to the Seller In addition, on the Closing Date, the Buyer and TMUSA entered into a commercial agreement (the “Commercial Agreement”) for colocation and connectivity services, pursuant to which the Company will provide such services to TMUSA for a per service monthly fee plus certain third-party costs incurred in providing the services. 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 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). 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. Page 65 of 104 Table of Contents Consideration The acquisition-date fair value of consideration received from the Transaction comprised of the following: ​ ​ ​ ​ ​ (In thousands) ​ ​ ​ May 1, 2023 Working capital payments made to the Seller, net of severance reimbursements (a) ​ $ 37,532 Purchase Agreement payment to be received from the Seller, net of discount of $ 8,392 (b) ​ 19,723 Amounts due from the Seller – IP Transit Services Agreement, net of discount of $ 79,610 (c) ​ 620,390 Total to be received from the Seller ​ 640,113 Total net consideration to be received from the Seller (d) ​ 602,581 (a) Includes $ 61.1 million paid to the Seller on the Closing Date and $ 5.0 million paid in April 2024. Additionally, includes an offsetting $ 28.6 million in total severance reimbursement payments received from the Seller recorded as measurement period adjustments of: ● $ 16.2 million during the three months ended December 31, 2023; ● $ 4.3 million during the three months ended March 31, 2024; and ● $ 8.0 million during the three months ended June 30, 2024. (b) Under the Purchase Agreement, 50.0 % of the assumed short-term operating lease liabilities totaling $ 28.1 million are to be paid to the Company from the Seller in four equal installments in months 55 - 58 from the Closing Date and was recorded at their present value resulting in a discount of $ 8.4 million. During the three months ended March 31, 2024, the Working Capital Adjustment, net of discount, was adjusted by $ 17.0 million to reflect the conclusion of the determination of amounts due from the Seller from the Short-term Lease Payment. (c) The IP Transit Services Agreement payments totaling $ 700.0 million were recorded at their present value resulting in a discount of $ 79.6 million. The $ 700.0 million is to be paid to the Company from the Seller in equal monthly payments of $ 29.2 million in months 1-12 and $ 8.3 million in months 13-54. (d) Cash consideration was $ 1 . Fair Value of Assets Acquired and Liabilities Assumed and Gain on Bargain Purchase The Company accounted for the Transaction as a business combination under ASC Topic 805 Business Combination (“ASC 805”). Under ASC 805, the identifiable assets acquired and liabilities assumed were recorded at their fair values as of the Closing Date. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires the use of significant judgment regarding estimates and assumptions. For the fair values of the assets acquired and liabilities assumed, the Company used the cost, income and market approaches, including market participant assumptions. The fair value of the identifiable assets acquired (including amounts due under the IP Transit Services Agreement) were in excess of the liabilities assumed and the net consideration to be paid resulting in a gain on bargain purchase of $ 1.4 billion. The Transaction is considered an asset purchase for income tax purposes. The tax basis of the acquired business is the consideration paid ($ 1 ) plus the tax basis of certain liabilities assumed, with adjustments for cash acquired in excess of the purchase price. Deferred income taxes were recorded based upon the difference between the book and tax basis of the acquired assets and assumed liabilities at the Company’s marginal effective income tax rate on the Closing Date. During the years ended December 31, 2024 and 2023, the Company recorded measurement period adjustments resulting in increases to the gain on bargain purchase of $ 22.2 million and $ 254.0 million, respectively, as detailed below: 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. Page 66 of 104 Table of Contents 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. Excluding the impact to the bargain purchase gain, the corresponding impact from these adjustments to the condensed consolidated statements of comprehensive loss for the three-month period ended September 30, 2023 and for the period from May 1, 2023 to December 31, 2023 was not material. ● An intangible asset totaling $ 458.0 million for acquired IPv4 addresses. This asset was recorded once management determined both the quantity of IPv4 addresses for which title was transferred and the valuation approach. Because of the novel nature of this asset and that the Transaction resulted in a material bargain purchase gain, management recorded the asset after appropriate consideration of the valuation approach, in the context of a distressed business. ● A reduction to an intangible asset, acquired customer relationships, totaling $ 41.0 million from revisions to certain assumptions. ● A reduction to acquired owned property totaling $ 86.4 million from revisions to certain assumptions. ● Severance reimbursement payments received from the Seller Includes totaling $ 16.2 million recorded as a measurement period adjustment during the fourth quarter. ● Other less significant adjustments. ● An increase to the net deferred tax liability totaling $ 89.5 million from the impact of the adjustments noted above. During the three months ended March 31, 2024, the Company recorded a measurement period adjustment resulting in a reduction to the gain on bargain purchase of $ 5.5 million which included; ● A reduction to the Short-term Lease Receivable of $ 24.2 million ( $ 17.0 million net of discount), ● Additional reimbursed severance costs of $ 4.3 million, ● An increase to unfavorable lease liabilities of $ 6.0 million, ● A reduction to accrued liabilities of $ 11.3 million; and ● A reduction to deferred income tax liabilities resulting from the adjustments noted above of $ 1.9 million. During the three months ended June 30, 2024, the Company recorded measurement period adjustments resulting in an increase to the gain on bargain purchase of $ 27.7 million which included; ● Additional reimbursed severance costs of $ 8.0 million, and ● An adjustment to net deferred income tax liabilities of $ 19.7 million. Page 67 of 104 Table of Contents The following table summarizes the fair values for each major class of assets acquired and liabilities assumed at the Closing Date. The Company retained the services of certified valuation specialists to assist with assigning values to certain acquired assets and assumed liabilities. ​ ​ ​ ​ ​ ​ ​ ​ ​ May 1, 2023 Assets ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 47,074 Accounts receivable ​ 39,948 Prepaid expenses and other current assets ​ 22,777 Total current assets ​ ​ 109,799 Total property and equipment ​ 965,715 Right-of-use leased assets ​ 304,982 IPv4 intangible asset ​ 458,000 Other intangible assets ​ 16,000 Deposits and other assets ​ 7,521 Total assets ​ $ 1,862,017 Liabilities ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 13,313 Accrued and other current liabilities ​ 25,344 Current maturities, operating lease liabilities ​ 74,562 Current maturities, finance lease liabilities ​ 39,559 Total current liabilities ​ 152,778 Operating lease liabilities, net of current maturities ​ 251,573 Finance lease liabilities, net of current maturities ​ 121,342 Deferred income tax liabilities ​ 474,891 Other long-term liabilities ​ 35,366 Total liabilities ​ 1,035,950 Fair value of net assets acquired ​ $ 826,067 Gain on bargain purchase ​ ​ Fair value of net assets acquired ​ $ 826,067 Total net consideration to be received from the Seller, net of discounts - see table above ​ 602,581 Gain on bargain purchase ​ $ 1,428,648 ​ Acquired Property & Equipment The Company acquired property and equipment of $ 965.7 million. 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. The estimated fair value of the optical fiber on the Closing Date was $ 369.2 million. The valuation required the estimation of the total replacement cost per mile of fiber and a factor to reflect the orderly liquidation value. There is no active market data for these assumptions and these assumptions are inherently subjective. Market participants could have differing views on these assumptions, which could result in a materially different fair value of the optical fiber. Acquired Leases The Company acquired a portfolio of lease arrangements for the lease of dark fiber, rights-of-way and facilities. In accordance with ASC 805 and ASC Topic 842 Leases , the acquired leases are accounted for as if the leases were new at the acquisition date however, the Company retains the lease classification from the Seller. The Company followed its historical policies with respect to evaluating the renewal periods of the acquired leases and estimating the incremental borrowing rate. 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. Page 68 of 104 Table of Contents 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. Unfavorable lease liabilities are presented net of the corresponding right-of-use assets. Acquired Intangible Assets Intangible assets acquired include $ 458.0 million of Internet Protocol version 4 (“IPv4”) addresses and $ 16.0 million of acquired customer relationships. During the fourth quarter of 2023, the Company recorded a reduction to acquired customer relationships, totaling $ 41.0 million from revisions to certain assumptions. 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, $ 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. The Company believes that these IPv4 addresses have an indefinite useful life and are not being amortized. 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 the 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. There was no impairment recorded during the period from May 1, 2023 through December 31, 2025. Acquired Asset Retirement Obligations In connection with the Transaction, the Company assumed $ 32.0 million of asset retirement obligations primarily related to restoration obligations for acquired leases that were valued using the income approach. In accordance with ASC 410, the Company has not recorded an asset retirement obligation related to the removal of the acquired optical fiber because a settlement date for which to remove the fiber is indeterminable and therefore a reasonable estimation of fair value cannot be made. Reassessment of Bargain Purchase Gain Because the fair value of the identifiable assets acquired and liabilities assumed exceeded the fair value of the consideration transferred, the Company recorded a material bargain purchase gain. 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. Significant Accounting Policies Principles of consolidation The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and all of its wholly-owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. Use of estimates The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. Page 69 of 104 Table of Contents Allowance for credit losses The Company establishes an allowance for credit losses and other sales credit adjustments related to its trade receivables. Trade receivables are recorded at the invoiced amount and can bear interest. Allowances for sales credits are established through a reduction of revenue, while allowances for credit losses are established through a charge to selling, general, and administrative expenses as bad debt expense. The Company assesses the adequacy of these reserves by evaluating factors, such as the length of time individual receivables are past due, historical collection experience, and changes in the credit worthiness of its customers. The Company also assesses the ability of specific customers to meet their financial obligations and establishes specific allowances related to these customers. If circumstances relating to specific customers change or economic conditions change such that the Company’s past collection experience and assessment of the economic environment are no longer appropriate, the Company’s estimate of the recoverability of its trade receivables could be impacted. Accounts receivable balances are written off against the allowance for credit losses after all means of internal collection activities have been exhausted and the potential for recovery is considered remote. The Company uses third-party collection services to continue to seek collection for its written off accounts receivable. The Company estimates credit losses expected over the life of its trade receivables based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. While the Company uses various credit quality metrics, it primarily monitors collectability by reviewing the duration of collection pursuits on its delinquent trade receivables. Based on the Company’s experience, the customer’s delinquency status is the strongest indicator of the credit quality of the underlying trade receivables, which is analyzed monthly. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current-period ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ Provision for ​ Write offs ​ Balance at ​ Beginning Expected Credit Charged Against End of Description ​ ​ ​ of Period ​ ​ ​ Losses ​ ​ ​ Allowance ​ ​ ​ Period Allowance for credit losses (deducted from accounts receivable) ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2025 $ 9,762 ​ $ 3,733 ​ $ ( 8,885 ) ​ $ 4,610 Year ended December 31, 2024 $ 3,677 ​ $ 13,572 ​ $ ( 7,487 ) ​ $ 9,762 Year ended December 31, 2023 $ 2,303 ​ $ 10,475 ​ $ ( 9,101 ) ​ $ 3,677 ​ The current-period provision for expected credit losses is net of bad debt recoveries of $ 4.4 million, $ 2.9 million and $ 1.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. Lessor Accounting 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”), 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 income (loss). Page 70 of 104 Table of Contents Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 replaced most existing lease accounting guidance. The Company has elected to apply certain practical expedients under ASU 2016-02, including not separating lease and non-lease components on its finance and operating leases, not reassessing whether any existing contracts contained leases, not reconsidering lease classification, not reassessing initial direct costs and using hindsight in determining the reasonably certain term of its leases. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ Year ​ Year ​ ​ ​ Ended ​ Ended ​ Ended ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance lease cost amortization of right-of-use assets ​ $ 54,712 ​ $ 48,370 ​ $ 64,698 ​ Interest expense on finance lease liabilities ​ ​ 48,016 ​ ​ 40,352 ​ ​ 34,940 ​ Operating lease cost ​ ​ 73,574 ​ ​ 98,521 ​ ​ 92,763 ​ Total lease costs ​ ​ 176,302 ​ ​ 187,243 ​ ​ 192,401 ​ Other lease information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows from finance leases ​ $ ( 46,989 ) ​ $ ( 37,829 ) ​ $ ( 33,080 ) ​ Operating cash flows from operating leases ​ $ ( 74,655 ) ​ $ ( 102,649 ) ​ $ ( 93,924 ) ​ Financing cash flows from finance leases ​ $ ( 33,843 ) ​ $ ( 189,208 ) ​ $ ( 77,362 ) ​ Right-of-use assets obtained in exchange for new finance lease liabilities ​ $ 149,058 ​ $ 241,193 ​ $ 232,468 ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 18,597 ​ $ 12,614 ​ $ 13,682 ​ Weighted-average remaining lease term — finance leases (in years) ​ ​ 16.8 ​ ​ 17.1 ​ ​ 11.5 ​ Weighted-average remaining lease term — operating leases (in years) ​ ​ 11.3 ​ ​ 10.9 ​ ​ 12.2 ​ Weighted average discount rate — finance leases ​ ​ 8.4 % ​ 8.1 % ​ 7.6 % Weighted average discount rate — operating leases ​ ​ 7.6 % ​ 7.8 % ​ 8.1 % ​ Finance leases—fiber lease agreements The Company has entered into lease agreements with numerous providers of dark fiber under IRUs. These IRUs typically have initial terms of 15 - 20 years and include renewal options after the initial lease term. The Company establishes the number of renewal option periods used in determining the lease term based upon its assessment at the inception of the 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 dark fiber provider and the Company. Once the Company has accepted the related fiber route, leases that meet the criteria for treatment as finance leases are recorded as a finance lease obligation and an IRU asset. The interest rate used in determining the present value of the aggregate future minimum lease payments is the Company’s incremental borrowing rate for the reasonably certain lease term. The determination of the Company’s incremental borrowing rate requires some judgment. Finance lease assets are included in property and equipment in the Company’s consolidated balance sheets. As of December 31, 2025, the Company had committed to additional dark fiber IRU lease agreements totaling $ 113.8 million in future payments to be paid over periods of up to 20 years . These obligations begin when the related fiber is accepted, which is generally expected to occur in the next 12 months. Page 71 of 104 Table of Contents Operating leases The Company leases office space, rights-of-way, dark fiber and certain data center facilities under operating leases. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent its obligation to make lease payments under the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the reasonably certain lease term. The implicit rates within the Company’s operating leases are generally not determinable, and the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of its lease payments. The determination of the Company’s incremental borrowing rate requires some judgment. The Company determines its incremental borrowing rate for each lease using its current borrowing rate, adjusted for various factors including level of collateralization and term to align with the term of the lease. 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 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. Once the Company has accepted the related fiber route or the facility lease term has begun, the present value of the aggregate future minimum operating lease payments is recorded as an operating lease liability and a right-of-use leased asset. Lease incentives and deferred rent liabilities for facilities operating leases are presented with, and netted against, the right-of-use leased asset. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. The future minimum payments under these operating lease and finance lease agreements are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ ​ ​ Finance For the twelve months ending December 31, ​ Leases ​ Leases 2026 $ 62,137 ​ $ 71,002 2027 ​ ​ 58,180 ​ ​ 67,618 2028 ​ ​ 55,856 ​ ​ 66,719 2029 ​ ​ 46,584 ​ ​ 65,938 2030 ​ ​ 28,685 ​ ​ 65,629 Thereafter ​ ​ 230,238 ​ ​ 822,174 Total minimum lease obligations ​ ​ 481,680 ​ ​ 1,159,080 Less—amounts representing interest ​ ​ ( 157,351 ) ​ ​ ( 535,729 ) Present value of minimum lease obligations ​ ​ 324,329 ​ ​ 623,351 Current maturities ​ ​ ( 54,576 ) ​ ​ ( 26,112 ) Lease obligations, net of current maturities ​ $ 269,753 ​ $ 597,239 ​ 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 Cogent Fiber 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. The prepayment resulted in a gain on lease termination of $ 3.3 million related to the difference between the book value of $ 117.9 million and the cash payment of $ 114.6 million. The Company is continuing to use the related IRU asset. Page 72 of 104 Table of Contents Revenue recognition The Company recognizes revenue under ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Under ASC 606 installation fees for contracts with terms longer than month-to-month are recognized over the contract term. The Company believes that the installation fee does not give rise to a material right as defined by ASC 606 for contracts with terms longer than month-to-month. The Company recognizes revenue over the estimated average customer life for installation fees associated with month-to-month contracts, because the installation fee represents a material right as defined by ASC 606. The Company capitalizes certain contract acquisition costs that relate directly to a customer contract, including commissions paid to its sales team and sales agents and amortizes these costs on a straight-line basis over the period the services are transferred to the customer for commissions paid to its sales team (estimated customer life) and over the remaining original contract term for agent commissions. Management assesses these costs for impairment at least quarterly and as “triggering” events occur that indicate it is more likely than not that an impairment exists. These contract costs were $ 40.0 million as of December 31, 2025 and $ 31.9 million as of December 31, 2024 and are included in prepaid expenses and other current assets (current portion) and deposits and other assets (non - current portion) on the consolidated balance sheets. The Company’s service offerings consist of on-net and off-net telecommunications services. Fixed fees are billed monthly in advance, and usage fees are billed monthly in arrears. Amounts billed are due upon receipt and contract lengths range from month to month to 60 months . The Company satisfies its performance obligations to provide services to customers over time as the services are rendered. In accordance with ASC 606, revenue is recognized when a customer obtains the promised service. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. 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. To achieve this core principle, the Company follows the following five steps: 1) Identification of the contract, or contracts with a customer; 2) Identification of the performance obligations in the contract; 3) Determination of the transaction price; 4) Allocation of the transaction price to the performance obligations in the contract; and 5) Recognition of revenue when, or as, the Company satisfies a performance obligation. Fees billed in connection with customer installations are deferred (as deferred revenue) and recognized as noted above. To the extent a customer contract is terminated prior to its contractual end, the customer is subject to termination fees. The Company vigorously seeks payment of termination fees. The Company recognizes revenue for termination fees as they are collected. 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, 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 Revenue recognition standards include guidance relating to taxes or surcharges assessed by a governmental authority that are directly imposed on a revenue-producing transaction between a seller and a customer and may include, but are not limited to, gross receipts taxes, excise taxes, Universal Service Fund fees and certain state regulatory fees. Such charges may be presented gross or net based upon the Company’s accounting policy election. The Company records certain excise taxes and surcharges on a gross basis and includes them in its revenues and costs of network operations. 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. Page 73 of 104 Table of Contents 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, 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. Network operations costs are impacted by the timing and amounts of disputed circuit costs. The Company generally records these disputed amounts when billed by the vendor and reverses these amounts when the vendor credit has been received or the dispute has otherwise been resolved. The Company does not allocate depreciation and amortization expense to its network operations expense. Foreign currency translation adjustment and comprehensive income The consolidated financial statements of the Company’s non-US operations are translated into US dollars using the period-end foreign currency exchange rates for assets and liabilities and the average foreign currency exchange rates for revenues and expenses. Gains and losses on translation of the accounts are accumulated and reported as a component of other comprehensive income in stockholders’ equity. The Company’s only components of “other comprehensive income” are currency translation adjustments for all periods presented. 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 (loss) income. Financial instruments The Company considers all highly liquid investments with an original maturity of three months or less at purchase to be cash equivalents. The Company determines the appropriate classification of its investments at the time of purchase and evaluates such designation at each balance sheet date. 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. The Company measures its cash equivalents and restricted cash at amortized cost, which approximates fair value based upon quoted market prices (Level 1). Based upon recent trading prices (Level 2 market approach) at 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 $ 380.4 million aggregate principal amount of secured IPv4 notes (the “IPv4 Notes”) was $ 390.7 million, and ● The fair value of the Company’s interest rate swap agreement (the “Swap Agreement”) was $ 4.1 million. Restricted cash and interest rate swap agreement Restricted cash includes amounts held in segregated bank accounts by the Company’s clearing broker as margin in support of the Company’s Swap Agreement as discussed in Note 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 $ 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. Page 74 of 104 Table of Contents Concentrations of credit risk The Company’s assets that are exposed to credit risk consist of its cash and cash equivalents, other assets and accounts receivable. As of December 31, 2025 and 2024, the Company’s cash equivalents were invested in demand deposit accounts, overnight investments and money market funds. The Company places its cash equivalents in instruments that meet high-quality credit standards as specified in the Company’s investment policy guidelines. Accounts receivable are due from customers located in major metropolitan areas in the United States, Europe, Canada, Mexico, South America, Oceania and Africa. 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 and right-of-way providers for providing its services to its customers. Property and equipment Property and equipment are recorded at cost and depreciated once deployed using the straight-line method over the estimated useful lives of the assets. Useful lives are determined based on historical usage with consideration given to technological changes and trends in the industry that could impact the asset utilization. System infrastructure costs include the capitalized compensation costs of employees directly involved with construction activities and costs incurred by third-party contractors. Assets and liabilities under finance leases are recorded at the lesser of the present value of the aggregate future minimum lease payments or the fair value of the assets under lease. Leasehold improvements include costs associated with building improvements and customer installation costs. The Company determines the number of renewal option periods, if any, included in the lease term for purposes of amortizing leasehold improvements and the lease term of its finance leases based upon its assessment at the inception of the lease for which the failure to renew the lease imposes a penalty on the Company in such amount that a renewal appears to be reasonably assured. Expenditures for maintenance and repairs are expensed as incurred. Depreciation and amortization periods are as follows: ​ ​ ​ ​ Type of asset ​ ​ ​ Depreciation or amortization period Indefeasible rights of use (IRUs) Shorter of useful life or the IRU lease agreement; generally, 15 to 20 years Network equipment 2 to 8 years Leasehold improvements Shorter of lease term, including reasonably assured renewal periods, or useful life Software 5 - 10 years Owned buildings 16 to 40 years Office and other equipment 2 to 7 years Asset retirement obligations ​ 4 years System infrastructure 5 to 40 years ​ Change in estimated useful life - owned fiber 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 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. The estimated useful lives of the owned fiber, within system infrastructure, that previously averaged 14 years were increased to an average of 40 years . 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 . Page 75 of 104 Table of Contents Long-lived assets The Company’s long-lived assets include property and equipment and intangible assets. Long-lived assets with finite-lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is determined by comparing the carrying value of these long-lived assets to management’s probability weighted estimate of the future undiscounted cash flows expected to result from the use of the assets. In the event an impairment exists, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset, which would be determined by using quoted market prices or valuation techniques such as the discounted present value of expected future cash flows, appraisals, or other pricing models. In the event there are changes in the planned use of the Company’s long-term assets or the Company’s expected future undiscounted cash flows are reduced significantly, the Company’s assessment of its ability to recover the carrying value of these assets could change. Equity-based compensation The Company recognizes compensation expense for its share-based payments granted to its employees based on their grant date fair values with the expense being recognized on a straight-line basis over the requisite service period. The Company begins recording equity-based compensation expense related to performance awards when it is considered probable that the performance conditions will be met and for market-based awards compensation cost is recognized if the service condition is satisfied even if the market condition is not satisfied. Equity-based compensation expense is recognized in the statements of comprehensive income in a manner consistent with the classification of the employees’ salaries and other compensation. Income taxes The Company’s deferred tax assets or liabilities are computed based upon the differences between financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. 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. Valuation allowances are established when management determines that it is “more likely than not” that some portion or all of the deferred tax asset may not be realized. The Company considers all available positive and negative evidence in assessing the need for a valuation allowance including its historical operating results, ongoing tax planning, and forecasts of future taxable income, on a jurisdiction-by-jurisdiction basis. The Company reduces its valuation allowance if the Company concludes that it is “more likely than not” that it would be able to realize its deferred tax assets. Management determines whether a tax position is more likely than not to be sustained upon examination based on the technical merits of the position. 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 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. Basic and diluted net (loss) income per common share Basic earnings per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net income or (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding during each period, adjusted for the effect of dilutive common stock equivalents. 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. Page 76 of 104 Table of Contents The following details the determination of the diluted weighted-average shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Year Ended ​ Year Ended ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Weighted-average common shares—basic ​ 47,928,826 ​ 47,627,873 ​ 47,373,361 Dilutive effect of stock options ​ — ​ — ​ 15,380 Dilutive effect of restricted stock ​ — ​ — ​ 448,771 Weighted-average common shares—diluted ​ 47,928,826 ​ 47,627,873 ​ 47,837,512 ​ The following details unvested shares of restricted common stock as well as the anti-dilutive effects of stock options and restricted stock awards outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ 2025 ​ 2024 ​ 2023 Unvested shares of restricted common stock ​ 2,348,875 ​ 1,489,277 ​ 1,261,623 Anti-dilutive options for common stock ​ 231,515 ​ 149,908 ​ 118,985 Anti-dilutive shares of restricted common stock ​ 745,668 ​ 704,070 ​ 11,365 ​ ​ 2. Property and equipment: Property and equipment consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Owned assets: ​ ​ ​ ​ ​ ​ Network equipment ​ $ 1,213,087 ​ $ 1,085,979 Owned buildings and leasehold improvements ​ ​ 502,187 ​ ​ 470,713 System infrastructure (including owned fiber) ​ ​ 708,353 ​ ​ 651,621 Software ​ ​ 14,139 ​ ​ 13,780 Office and other equipment ​ ​ 30,306 ​ ​ 29,030 Land ​ ​ 135,808 ​ ​ 135,871 Asset retirement obligations ​ ​ 31,965 ​ ​ 31,965 ​ ​ ​ 2,635,845 ​ ​ 2,418,959 Less—Accumulated depreciation and amortization ​ ​ ( 1,579,825 ) ​ ​ ( 1,350,672 ) ​ ​ ​ 1,056,020 ​ ​ 1,068,287 Assets under finance leases: ​ ​ ​ ​ ​ ​ IRUs ​ ​ 1,007,061 ​ ​ 900,772 Less—Accumulated depreciation and amortization ​ ​ ( 342,007 ) ​ ​ ( 304,892 ) ​ ​ ​ 665,054 ​ ​ 595,880 Property and equipment, net ​ $ 1,721,074 ​ $ 1,664,167 ​ 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. The Company capitalizes the compensation cost of employees directly involved with its construction activities. In the years ended December 31, 2025, 2024 and 2023, the Company capitalized compensation costs of $ 48.4 million, $ 45.9 million and $ 35.5 million, respectively. These amounts are included in system infrastructure costs. Page 77 of 104 Table of Contents 3. Accrued and other liabilities and prepaid expenses and other current assets: Accrued and other current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Operating accruals ​ $ 49,839 ​ $ 56,551 Interest rate swap agreement - current portion ​ ​ 4,069 ​ ​ 18,262 Deferred revenue—current portion ​ 6,417 ​ ​ 6,239 Payroll and benefits ​ 19,389 ​ ​ 17,103 Taxes ​ 6,424 ​ ​ 28,764 Interest ​ 23,444 ​ ​ 7,690 Total ​ $ 109,582 ​ $ 134,609 ​ Prepaid expenses and other current assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Prepaid commissions, current portion ​ $ 23,153 ​ $ 18,783 Prepaid taxes ​ 16,304 ​ 21,061 Prepaid operating expenses ​ 28,244 ​ 34,260 Total ​ $ 67,701 ​ $ 74,104 ​ 4. Long-term debt: 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. 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. Page 78 of 104 Table of Contents 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. Page 79 of 104 Table of Contents 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; and ● 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 Page 80 of 104 Table of Contents 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. Page 81 of 104 Table of Contents 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. Page 82 of 104 Table of Contents 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 On June 11, 2024, 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 $ 300.0 million aggregate principal amount of its 2027 Mirror Notes for issuance in a private placement not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The 2027 Mirror 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 2027 Mirror Notes have the same maturity date and call protection, bear interest at the same rate and otherwise have substantially the same terms as the 2027 Notes; 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. The 2027 Mirror Notes were issued at a price equal to 98.50 % of their face value. The net proceeds from the offering were approximately $ 291.9 million after deducting the discount and offering expenses. 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. 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”). The 2027 Mirror Notes are jointly and severally guaranteed (the “Guarantees”) on a senior unsecured basis by each of Group’s existing and future material domestic subsidiaries (other than the Co-Issuer), subject to certain exceptions (collectively, the “Subsidiary Guarantors”), and by the Company (together with the Subsidiary Guarantors, the “Guarantors”). However, the Company is not subject to the covenants under the 2027 Mirror Notes Indenture. Under certain circumstances, the Guarantors may be released from these Guarantees without the consent of the holders of the 2027 Mirror Notes. The 2027 Mirror Notes and the Guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations. The 2027 Mirror Notes and the Guarantees are effectively subordinated to all of the Issuers’ and the Guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and are structurally subordinated to all indebtedness and other liabilities of subsidiaries that are not Subsidiary Guarantors. Without giving effect to collateral arrangements, the 2027 Mirror Notes and the Guarantees rank pari passu in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the Issuers’ 2026 Notes and the 2027 Notes. The 2027 Mirror Notes and the Guarantees rank contractually senior in right of payment to all of the Issuers’ and the Guarantors’ subordinated indebtedness and are structurally subordinated to any existing and future indebtedness and other liabilities of the Issuers’ non-guarantor subsidiaries. After June 15, 2024, the Issuers may redeem the 2027 Mirror Notes, in whole or in part, at a redemption price ranging from 103.5 % of the aggregate principal amount of the 2027 Mirror Notes redeemed to par (depending on the year), in each case, as set forth in the 2027 Mirror Notes Indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If Group undergoes specific kinds of change in control accompanied by certain ratings events, the Issuers will be required to offer to repurchase the 2027 Mirror Notes from holders at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, 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 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, Page 83 of 104 Table of Contents 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; 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 indebtedness; create liens; consolidate, merge, sell or otherwise dispose of all or substantially all of the properties and assets of Group and its restricted subsidiaries taken as a whole; incur restrictions on the ability of a subsidiary to pay dividends or make other payments; or enter into transactions with affiliates. The covenants provide for certain exceptions to these restrictions, and the Company is not subject to the covenants under the 2027 Mirror Notes Indenture. Certain covenants will cease to apply to the 2027 Mirror Notes if, and for so long as, the 2027 Mirror 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 2027 Mirror Notes Indenture has occurred and is continuing. Upon suspension of the covenants, the Guarantees will be released until such time as the covenants are no longer suspended. The principal amount of the 2027 Mirror 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 payable by the 2027 Notes Trustee or the holders of at least 25 % of the aggregate principal amount of the then-outstanding 2027 Mirror Notes upon the occurrence of certain events of default under the 2027 Mirror Notes 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 2027 Mirror Notes 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; and (vi) certain events of bankruptcy or insolvency. 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”). The 2027 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 2027 Notes were issued pursuant to, and are governed by, an indenture (the “2027 Notes Indenture”), dated the 2027 Notes Closing Date by and among Group, Holdings, the other guarantors named therein and the trustee. The 2027 Notes are jointly and severally guaranteed on a senior unsecured basis by each of the Company’s existing and future material domestic subsidiaries, subject to certain exceptions, and by the Company. Under certain circumstances, the Guarantors may be released from these Guarantees without the consent of the holders of the 2027 Notes. 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. 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. Issuance of the 2026 Notes On May 7, 2021 (the “2026 Notes Closing Date”), Group completed an offering of $ 500.0 million aggregate principal amount of its 2026 Notes for issuance in a private placement exempt from registration under the Securities Act. The 2026 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers 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 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 Page 84 of 104 Table of Contents “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 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, 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. The aggregate future contractual maturities of long-term debt were as follows as of December 31, 2025 (in thousands): ​ ​ ​ ​ For the year ending December 31, ​ ​ ​ ​ ​ 2026 ​ $ — 2027 ​ 750,000 2028 ​ — 2029 ​ 206,000 2030 ​ 174,400 Thereafter ​ 600,000 Total ​ $ 1,730,400 ​ Page 85 of 104 Table of Contents 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. 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. The Swap Agreement is recorded at its fair value at each reporting period, and the Company incurs gains and losses due to changes in market interest rates. 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 (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, 2025, the fair value of the Swap Agreement was a liability of $ 4.1 million, which is presented with accrued and other current liabilities. As of December 31, 2024, the fair value of the Swap Agreement was a net liability of $ 22.3 million, of which $ 18.3 million is presented with accrued and other current liabilities and $ 4.0 million is presented with other long-term liabilities. Unrealized gains (losses) related to the Swap Agreement are included in interest expense. As of December 31, 2025, the Company has made a $ 4.3 million deposit with the counterparty to the Swap Agreement. 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 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. Under the settlements paid in May and November 2024, the Company paid a total of $ 24.2 million to the counterparty for a net cash interest cost of $ 24.2 million. Under the settlements paid in May and November 2023, the Company paid a total of $ 21.5 million to the counterparty for a net cash interest cost of $ 21.5 million. ​ 5. Income taxes: The components of (loss) income before income taxes consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Domestic ​ $ ( 244,571 ) ​ $ ( 257,523 ) ​ $ 1,217,084 Foreign ​ ​ ( 394 ) ​ ​ ( 2,126 ) ​ ​ 2,393 Total (loss) income before income taxes ​ $ ( 244,965 ) ​ $ ( 259,649 ) ​ $ 1,219,477 ​ The income tax benefit (expense) is comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — ​ $ ( 3,638 ) State ​ ​ ( 1,161 ) ​ ​ 4,620 ​ ​ ( 11,868 ) Foreign ​ ​ ( 649 ) ​ ​ ( 351 ) ​ ​ ( 203 ) Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 47,887 ​ ​ 54,859 ​ ​ 53,393 State ​ ​ 17,894 ​ ​ ( 3,143 ) ​ ​ 16,086 Foreign ​ ​ ( 1,180 ) ​ ​ ( 410 ) ​ ​ 194 Total income tax benefit (expense) ​ $ 62,791 ​ $ 55,575 ​ $ 53,964 ​ Page 86 of 104 Table of Contents Our consolidated temporary differences comprising our net deferred tax assets are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred Tax Assets: ​ ​ ​ ​ ​ ​ Net operating loss carry-forwards ​ $ 290,219 ​ $ 236,346 Interest expense limitation ​ ​ 86,577 ​ ​ 66,386 Accrued liabilities and other ​ ​ 550 ​ ​ 8,584 Operating leases ​ ​ 87,029 ​ ​ 98,261 Total gross deferred tax assets ​ ​ 464,375 ​ ​ 409,577 Valuation allowance ​ ​ ( 148,055 ) ​ ​ ( 131,773 ) ​ ​ ​ 316,320 ​ ​ 277,804 Deferred Tax Liabilities: ​ ​ ​ ​ ​ ​ Property & equipment ​ ​ 298,991 ​ ​ 308,254 Intangibles ​ ​ 116,087 ​ ​ 113,596 Deferred consideration – IP Transit Services Agreement ​ ​ 43,261 ​ ​ 63,070 Investment in foreign subsidiaries ​ ​ 107,267 ​ ​ 95,974 Right-of-use assets ​ ​ 84,008 ​ ​ 95,176 Gross deferred tax liabilities ​ ​ 649,614 ​ ​ 676,070 Net deferred tax liabilities ​ $ 333,294 ​ $ 398,266 ​ 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. The Company considers all available positive and negative evidence in assessing the need for a valuation allowance. The Company maintains a full valuation allowance against certain of its deferred tax assets consisting primarily of net operating loss carryforwards related to its foreign operations in Europe, South America, Oceania and Africa. 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 $ 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. The Company has not provided for United States deferred income taxes or foreign withholding taxes on its undistributed earnings for certain non-US subsidiaries earnings or cumulative translation adjustments because these earnings and adjustments are intended to be permanently reinvested in operations outside the United States. It is not practical to determine the amount of the unrecognized deferred tax liability on such undistributed earnings or cumulative translation adjustments. In the normal course of business, the Company takes positions on its tax returns that may be challenged by taxing authorities. The Company evaluates all uncertain tax positions to assess whether the position will more likely than not be sustained upon examination. If the Company determines that the tax position is not more likely than not to be sustained, the Company records a liability for the amount of the benefit that is not more likely than not to be realized when the tax position is settled. The Company did not have a material liability for uncertain tax positions at December 31, 2025, 2024 and 2023, and does not expect that its liability for uncertain tax positions will materially increase during the year ended December 31, 2026; however, actual changes in the liability for uncertain tax positions could be different than currently expected. If recognized, changes in the Company’s total unrecognized tax benefits would impact the Company’s effective income tax rate. The Company or one of its subsidiary’s files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions. The Company is subject to US federal tax and state tax examinations for years 2005 to 2025. The Company is subject to tax examinations in its foreign jurisdictions, generally for years 2005 to 2025. Page 87 of 104 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2023 Federal income tax expense at statutory rates ​ $ 54,381 ​ $ ( 256,086 ) Effect of: ​ ​ ​ ​ ​ ​ State income taxes, net of federal benefit ​ 1,587 ​ ​ 3,722 Impact of foreign operations ​ ( 1,602 ) ​ ​ 868 Non-deductible expenses ​ ( 2,713 ) ​ ​ ( 2,783 ) Bargain purchase gain - Cogent Fiber Business acquisition ​ ​ 4,662 ​ ​ 295,351 Tax effect of TCJA from foreign earnings ​ — ​ ​ ( 490 ) Changes in valuation allowance ​ ( 740 ) ​ ​ 13,382 Income tax benefit (expense) ​ $ 55,575 ​ $ 53,964 ​ 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 ​ $ 51,476 % 21.0 Effect of: ​ ​ ​ ​ U.S. State and local income taxes, net of federal benefit * ​ 17,114 ​ 7.1 Foreign tax effects ​ ( 2,004 ) ​ ( 0.5 ) Effect of cross-border tax laws ​ ( 1,565 ) ​ ( 1.0 ) Non-deductible expenses ​ ( 2,230 ) ​ ( 1.0 ) Total tax benefit and effective tax rate ​ $ 62,791 % 25.6 *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): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 U.S. Federal ​ $ 1,122 U.S. State and local ​ ​ ​ State of California ​ ​ ( 865 ) State of Texas ​ 347 State of Georgia ​ ( 376 ) New York City ​ ( 899 ) Other jurisdictions ​ ( 392 ) Foreign jurisdictions ​ ​ 404 Total income taxes paid (refunded) ​ $ ( 659 ) ​ ​ 6. Commitments and contingencies Current and potential litigation In accordance with the accounting guidance for contingencies, the Company accrues its estimate of a contingent liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Where it is probable that a liability has been incurred and there is a range of expected loss for which no amount in the range is more likely than any other amount, the Company accrues at the low end of the range. The Company reviews its accruals at least quarterly and adjusts them to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. The Company has taken certain positions related to its obligations for leased circuits for which it is reasonably possible to result in a loss of up to $ 4.5 million in excess of the amount accrued at December 31, 2025. Page 88 of 104 Table of Contents In the ordinary course of business, the Company is involved in other legal activities and claims. Because such matters are subject to many uncertainties and the outcomes are not predictable with assurance, the liability related to these legal actions and claims cannot be determined with certainty. Management does not believe that such claims and actions will have a material impact on the Company’s financial condition or results of operations. Judgment is required in estimating the ultimate outcome of any dispute resolution process, as well as any other amounts that may be incurred to conclude the negotiations or settle any litigation. Actual results may differ from these estimates under different assumptions or conditions, and such differences could be material. Network equipment sites and data center facilities The Company enters into service agreements related to network equipment sites and for data center facilities. Future minimum annual payments under these arrangements are as follows (in thousands): ​ ​ ​ ​ ​ For the year ending December 31, ​ ​ ​ ​ ​ 2026 ​ $ 40,565 2027 ​ 11,295 2028 ​ 6,442 2029 ​ ​ 3,346 2030 ​ 875 Thereafter ​ 595 ​ ​ $ 63,118 ​ 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 immaterial for all periods presented herein. Unconditional purchase obligations Unconditional purchase obligations for equipment and services totaled $ 64.8 million at December 31, 2025. As of December 31, 2025, the Company had also committed to additional dark fiber IRU finance and operating lease agreements totaling $ 113.8 million in future payments to be paid over periods of up to 20 years . These obligations begin when the related fiber is accepted, which is generally expected to occur in 2026. Future minimum payments under these dark fiber IRU obligations are $ 9.7 million, $ 4.8 million, $ 4.8 million, $ 4.8 million and $ 4.8 million for the years ending December 31, 2026 to December 31, 2030, respectively, and $ 84.9 million, thereafter. Defined contribution plan The Company sponsors a 401(k) defined contribution plan that provides for a Company matching payment. 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. ​ 7. Stockholders’ equity: Authorized shares The Company has 75.0 million shares of authorized $ 0.001 par value common stock and 10,000 authorized but unissued shares of $ 0.001 par value preferred stock. The holders of common stock are entitled to one vote per common share and, subject to any rights of any series of preferred stock, dividends may be declared and paid on the common stock when determined by the Company’s Board of Directors. Common stock buybacks 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 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. Page 89 of 104 Table of Contents Dividends on common stock Dividends are recorded as a reduction to retained earnings. Dividends on unvested restricted shares of common stock are paid as the awards vest. The payment of any future dividends and any other returns of capital, including stock buybacks, will be at the discretion of the Company’s Board of Directors and may be reduced, eliminated or increased and will be dependent upon the Company’s financial position, results of operations, available cash, cash flow, capital requirements, limitations under the Company’s debt indentures and other factors deemed relevant by the Company’s Board of Directors. The Company is a Delaware corporation and under the General Corporation Law of the State of Delaware distributions may be restricted including a restriction that distributions, including stock purchases and dividends, do not result in an impairment of a corporation’s capital, as defined under Delaware law. The Company’s notes Indentures limit the Company’s ability to return cash to its stockholders. 8. Stock option and award plan: Incentive award plan The Company grants restricted stock and options for common stock under its award plan, as amended (the “Award Plan”). Stock options granted under the Award Plan generally vest over a four-year period and have a term of ten years . Grants of shares of restricted stock granted under the Award Plan generally vest over periods ranging from three to four years . Compensation expense for all awards is recognized on a straight-line basis over the service period. Awards with graded vesting terms that are subject only to service conditions are recognized on a straight-line basis. Certain option and share grants provide for accelerated vesting if there is a change in control, as defined. For grants of restricted stock, when an employee terminates prior to full vesting the employee retains their vested shares, and the employees’ unvested shares are returned to the Award Plan. For grants of options for common stock, when an employee terminates prior to full vesting, the employee may elect to exercise their vested options for a period of ninety days , and any unvested options are returned to the Award Plan. Shares issued to satisfy awards are provided from the Company’s authorized shares. 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. 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. These estimates for stock options include the following: Expected Dividend Yield—The Company uses an expected dividend yield based upon expected annual dividends and the Company’s stock price. Expected Volatility—The Company uses its historical volatility for a period commensurate with the expected term of the option. Risk-Free Interest Rate—The Company uses the zero-coupon US Treasury rate during the quarter having a term that most closely resembles the expected term of the option. Expected Term of the Option—The Company estimates the expected life of the option term by analyzing historical stock option exercises. 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. Page 90 of 104 Table of Contents 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. The following assumptions were used for determining the fair value of options granted in the three years ended December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ Black-Scholes Assumptions ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Dividend yield 7.1 % 6.0 % 5.8 % Expected volatility 30.4 % 34.9 % 33.4 % Risk-free interest rate 4.3 % 4.1 % 3.8 % Expected life of the option term (in years) 4.1 ​ 4.1 ​ 4.1 ​ ​ Stock option activity under the Company’s Award Plan during the year ended December 31, 2025, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Weighted-Average ​ ​ ​ ​ Options ​ ​ ​ Exercise Price Outstanding at December 31, 2024 220,956 ​ $ 65.58 Granted 103,960 ​ $ 52.63 Cancelled and expired ( 75,071 ) ​ $ 65.09 Exercised—intrinsic value $ 0.1 million; cash received $ 0.2 million ( 3,766 ) ​ $ 46.70 Outstanding at December 31, 2025—$ 0 million intrinsic value and 7.3 years weighted-average remaining contractual term 246,079 ​ $ 60.55 Exercisable at December 31, 2025—$ 0 million intrinsic value and 6.0 years weighted-average remaining contractual term 129,153 ​ $ 62.56 Expected to vest—$ 0 million intrinsic value and 7.1 years weighted-average remaining contractual term 211,914 ​ $ 61.31 ​ A summary of the Company’s non-vested restricted stock awards as of December 31, 2025 and the changes during the year ended December 31, 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date Non-vested awards ​ ​ ​ Shares ​ ​ ​ Fair Value Non-vested at December 31, 2024 1,489,277 ​ $ 64.45 Granted 1,497,592 ​ $ 35.48 Vested ( 505,687 ) ​ $ 61.97 Forfeited ( 132,307 ) ​ $ 63.93 Non-vested at December 31, 2025 2,348,875 ​ $ 46.55 ​ 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). The fair value was determined using the quoted market price of the Company’s common stock on the date of grant. Valuations were obtained to determine the fair value for the shares granted to the Company’s CEO that are subject to the total shareholder return of the Company’s common stock compared to the total shareholder return of the Nasdaq Telecommunications Index. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ December 31, Additional Award Plan Information – Related to Stock Options & Restricted Stock (thousands) 2025 ​ ​ 2024 ​ ​ ​ 2023 Equity-based compensation expense ​ $ 26,417 ​ $ 25,738 ​ $ 26,924 Income tax benefit related to stock options and restricted stock ​ 2,412 ​ 2,469 ​ 3,307 Capitalized compensation expense related to stock options and restricted stock ​ 3,521 ​ 3,100 ​ 3,541 Intrinsic value of stock options exercised ​ 52 ​ 573 ​ 456 Fair value of shares of restricted stock vested ​ 25,525 ​ 22,489 ​ 30,113 ​ As of December 31, 2025, there was $ 60.6 million of total unrecognized compensation cost related to non-vested equity-based compensation awards. That cost is expected to be recognized over a weighted average period of 2.3 years. ​ Page 91 of 104 Table of Contents 9. Related party transactions: The Audit Committee of the Company’s Board of Directors (the “Audit Committee”) reviews and approves all transactions with related parties. The Company’s headquarters is located in an office building owned by Sodium LLC whose owner is the Company’s Chief Executive Officer and Chairman, David Schaeffer. The fixed annual rent for the headquarters building is $ 1.0 million per year plus an allocation of taxes and utilities. 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 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 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”). The term for each of the New Leases is five years beginning on April 1, 2023. Both of the New Leases are cancellable by the Company without penalty upon 60 days written notice. The Company took occupancy of the office space and network operations space in April 2023. The amount of fixed annual rent during the term of the Office Lease is $ 1.2 million, and the Company is responsible for paying its proportionate share of the building’s operating expenses that exceed a 2023 base year. The amount of fixed annual rent for the Network Operations Lease is $ 34,914 , and the Company is also responsible for paying its metered utility costs and a proportionate share of the building’s other operating expenses that exceed a 2023 base year. On July 25, 2023 the Company entered into a Second Amendment to the lease agreement with Germanium (the “Amendment”), which amended the Network Operations Lease to lease an additional 7,369 square feet on the first floor of the building, beginning on August 1, 2023, in connection with the planned expansion of the technical space. This included 4,987 square feet for an auditorium suitable for training and 2,382 square feet for the data center in the building. The amended Network Operations Lease remains cancellable by the Company without penalty upon 60 days written notice. The Amendment provides for $ 162,118 of additional fixed annual rent during the term of the Network Operations Lease, plus a proportionate share of real estate taxes and operating expenses and separately metered utilities expense. The Company paid $ 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. ​ 10. Geographic and segment information: Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing the Company’s performance. The Company’s Chief Executive Officer and Chairman, Dave Schaeffer is the Company’s CODM. The Company has one operating segment. The CODM regularly reviews the following amounts on a worldwide consolidated basis as presented in the Company’s consolidated statements of comprehensive income (loss); ● Service revenue ● Network operations expense ● Selling, general and administrative (“SG&A”) expenses ● Amortization of compensation expense o As components of SG&A and network operations expense ● Interest expense ● Gain on bargain purchase – Cogent Fiber Business Page 92 of 104 Table of Contents ● 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.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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ ​ ​ On-net ​ ​ ​ Off-net ​ ​ ​ Wavelengths ​ ​ ​ Non-core ​ ​ ​ Total North America ​ $ 400,765 ​ $ 373,289 ​ $ 37,443 ​ $ 8,026 ​ $ 819,523 Europe ​ ​ 101,395 ​ ​ 19,455 ​ ​ 944 ​ ​ 217 ​ ​ 122,011 Oceania ​ 20,791 ​ ​ 3,916 ​ ​ 66 ​ ​ 63 ​ ​ 24,836 South America ​ ​ 8,072 ​ ​ 708 ​ ​ — ​ ​ 28 ​ ​ 8,808 Africa ​ ​ 486 ​ ​ 102 ​ ​ — ​ ​ — ​ ​ 588 Total ​ $ 531,509 ​ $ 397,470 ​ $ 38,453 ​ $ 8,334 ​ $ 975,766 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ ​ On-net ​ ​ ​ Off-net ​ Wavelengths ​ ​ ​ Non-core ​ ​ ​ Total North America ​ $ 424,437 ​ $ 426,857 ​ $ 19,015 ​ $ 17,692 ​ $ 888,001 Europe ​ 94,363 ​ ​ 21,242 ​ ​ 172 ​ ​ 347 ​ ​ 116,124 Oceania ​ 18,205 ​ ​ 5,013 ​ ​ 9 ​ ​ 91 ​ ​ 23,318 South America ​ ​ 7,080 ​ ​ 896 ​ ​ — ​ ​ 43 ​ ​ 8,019 Africa ​ ​ 543 ​ ​ 99 ​ ​ — ​ ​ — ​ ​ 642 Total ​ $ 544,628 ​ $ 454,107 ​ $ 19,196 ​ $ 18,173 ​ $ 1,036,104 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ ​ ​ On-net ​ ​ ​ Off-net ​ Wavelengths ​ ​ ​ Non-core ​ ​ ​ Total North America ​ $ 401,213 ​ $ 367,210 ​ $ 5,653 ​ $ 28,614 ​ $ 802,690 Europe ​ 88,310 ​ ​ 19,913 ​ ​ — ​ ​ 147 ​ ​ 108,370 Oceania ​ 15,769 ​ ​ 5,587 ​ ​ — ​ ​ 71 ​ ​ 21,427 South America ​ ​ 6,957 ​ ​ 684 ​ ​ — ​ ​ 8 ​ ​ 7,649 Africa ​ ​ 687 ​ ​ 99 ​ ​ — ​ ​ — ​ ​ 786 Total ​ $ 512,936 ​ $ 393,493 ​ $ 5,653 ​ $ 28,840 ​ $ 940,922 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Long lived assets, net ​ ​ ​ ​ ​ ​ North America ​ $ 1,523,789 ​ $ 1,579,495 Europe and other ​ 197,285 ​ ​ 158,854 Total ​ $ 1,721,074 ​ $ 1,738,349 ​ ​ 11. Subsequent Events: Dividend On February 18, 2026 , the Company’s Board of Directors approved the payment of a quarterly dividend of $ 0.02 per common share. The dividend for the first quarter of 2026 will be paid to holders of record on March 6, 2026 . 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. ​ ​ Page 93 of 104 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.